THOMPSON PLUMB FUNDS INC (Form: 485BPOS, Received: 03/27/2009 14:54:22)

STATEMENT OF ADDITIONAL INFORMATION

March 31, 2009

THOMPSON PLUMB FUNDS, INC.

1200 John Q. Hammons Drive

Madison, Wisconsin 53717

Telephone: 1-800-999-0887

This Statement of Additional Information ("SAI") contains detailed information about the Thompson Plumb Growth Fund (the "Growth Fund"), Thompson Plumb MidCap Fund (the "MidCap Fund") and Thompson Plumb Bond Fund (the "Bond Fund"). Collectively, the Growth Fund, MidCap Fund and Bond Fund are referred to herein as the "Funds" and individually as a "Fund." This SAI is not a prospectus and should be read in conjunction with the Thompson Plumb Funds, Inc. Prospectus (the "Prospectus") dated March 31, 2009. The audited financial statements of the Funds as of, and for the year ended, November 30, 2008 and the report of the independent registered public accounting firm thereon, are incorporated by reference into this SAI from the Thompson Plumb Funds Annual Report to Shareholders. The Prospectus and Annual Report are available, without charge, upon request by contacting Thompson Plumb Funds, Inc. at the address or telephone number listed above, or on the Funds' website at www.thompsonplumb.com.

TABLE OF CONTENTS

FUND HISTORY	2

DESCRIPTION OF CERTAIN INVESTMENT STRATEGIES AND RISKS	2

INVESTMENT RESTRICTIONS	11

DETERMINATION OF NET ASSET VALUE AND PRICING CONSIDERATIONS	13

MANAGEMENT	14

ADVISORY, ADMINISTRATIVE AND OTHER SERVICES	20

DISTRIBUTION	24

PORTFOLIO TRANSACTIONS AND BROKERAGE	26

TAXES	29

CAPITAL STOCK AND OTHER SECURITIES	30

FINANCIAL STATEMENTS	33

EXHIBIT A - PROXY VOTING POLICIES AND PROCEDURES	A-1

EXHIBIT B - SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS	B-1

FUND HISTORY

Thompson Plumb Funds, Inc. (the "Investment Company") is a Wisconsin corporation incorporated in 1986 and registered as an open-end, diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"). The Growth Fund, MidCap Fund and Bond Fund are separate series of the Investment Company. The Growth Fund and Bond Fund each commenced operations on February 10, 1992. The MidCap Fund commended operations on March 31, 2008. The investment advisor and administrator of the Funds is Thompson Investment Management, Inc. ("TIM"). Until January 2004, the investment advisor and administrator of the Growth Fund and Bond Fund was Thompson, Plumb & Associates, Inc. ("TPA"). The term "Advisor" is used herein to describe TIM or TPA, as the case may be. The principal underwriter and distributor of shares of the Funds is Quasar Distributors, LLC (the "Distributor").

DESCRIPTION OF CERTAIN INVESTMENT STRATEGIES AND RISKS

Lending Portfolio Securities

Each Fund may lend its portfolio securities to broker-dealers and financial institutions such as banks and trust companies, up to a maximum of one-third of its net assets, as a means of enhancing its return. The Advisor will monitor the creditworthiness of firms to which the Fund lends its securities. Any such loan must be continuously secured by collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to the market value of the securities loaned by the Fund. The Fund would continue to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned, and would also receive an additional return on the collateral. The Fund would have the right to call the loan and obtain the securities loaned at any time. The Fund would not have the right to vote the securities during the existence of the loan, but would call the loan to permit voting of securities during the existence of the loan if, in the Advisor's judgment, a material event requiring a shareholder vote would otherwise occur before the loan was repaid. In the event of bankruptcy or other default of the borrower, the Fund could experience both delays in liquidating the loan collateral or recovering the loaned securities and losses including (a) possible decline in the value of the collateral or in the value of the securities loaned during the period while the Fund seeks to enforce its rights thereto, (b) possible subnormal levels of income and lack of access to income during this period and (c) expenses associated with enforcing its rights.

Repurchase Agreements

Each Fund may from time to time enter into repurchase agreements. Repurchase agreements involve the sale of securities to a Fund with the concurrent agreement of the seller (a bank or securities dealer) to repurchase the securities at the same price plus an amount equal to an agreed-upon interest rate within a specified time, usually less than one week, but on occasion for a longer period. The Funds may enter into repurchase agreements with broker-dealers who are recognized by the Federal Reserve Bank of New York as primary dealers in U.S. Government securities, and with banks. When a Fund enters into a repurchase agreement, the value of the underlying security, including accrued interest, will be equal to or will exceed the value of the repurchase agreement and, in the case of repurchase agreements exceeding one day, the seller will agree that the value of the underlying security, including accrued interest, will at all times be equal to or will exceed the value of the repurchase agreement. If the seller of the repurchase agreement enters a bankruptcy or insolvency proceeding, or if the seller fails to repurchase the underlying security as agreed, a Fund could experience losses that include (a) possible decline in the value of the underlying security during the period that the Fund seeks to enforce its rights with respect thereto, and possible delay in the enforcement of such rights, (b) possible loss of all or a part of the income or proceeds of the repurchase, (c) additional expenses to the Fund in connection with enforcing those rights, and (d) possible delay in the disposition of the underlying security pending court action or possible loss of rights in such securities. The Advisor intends to cause the Funds to invest in repurchase agreements only when the Advisor determines that the Funds should invest in short-term money market instruments and that the rates available on repurchase agreements are favorable as compared to the rates available on other short-term money market instruments or money market mutual funds, circumstances that the Advisor does not anticipate will occur in the near future. The Advisor does not currently intend to invest the assets of any Fund in repurchase agreements if, after doing so, more than 5% of the Fund's net assets would be invested in repurchase agreements.

Variable and Floating-Rate Securities

The Bond Fund may invest in variable and floating-rate securities. Variable-rate securities provide for a periodic adjustment to the interest rate paid on the obligations. These interest-rate adjustments are based upon an adjustment index that is provided for in the respective obligations. Adjustment intervals may occur at regularly scheduled intervals, ranging from daily to annually, or may be based upon the occurrence of events such as a change in the prime rate.

The interest rate on a floating-rate security is a variable rate that is tied to another interest rate—for example, a money-market index or U.S. Treasury bill rate. The interest rate on a floating-rate security resets periodically, typically every six months. Its floating or variable rate may be determined by reference to a known lending rate, such as a bank’s prime rate or to the London InterBank Offered Rate (LIBOR).

During periods where interest rates are rising, changes in the interest rate of a floating or variable-rate security may lag changes in market rates.

When-Issued and Delayed-Delivery Transactions

Each Fund may purchase or sell portfolio securities in when-issued and delayed-delivery transactions. In such transactions, instruments are bought or sold with payment and delivery taking place in the future in order to secure what is considered to be an advantageous yield or price to the Fund at the time of entering into the transactions. In such transactions, the payment obligations and the interest rate are fixed at the time the buyer enters into the commitment, although no interest accrues to the buyer prior to settlement of the transaction.

Consistent with the requirements of the 1940 Act, securities purchased on a when-issued and delayed-delivery basis are recorded as an asset (with the purchase price being recorded as a liability) and are subject to changes in value based upon changes in the general level of interest rates. At the time of delivery of the security, the value may be more or less than the transaction price. To the extent a Fund remains substantially fully invested at the same time that it has entered into such transactions, which the Fund would normally expect to do, there will be greater fluctuations in the market value of the Fund's assets than if the Fund set aside cash to satisfy the purchase commitment. However, each Fund will maintain designated liquid assets with a market value, determined daily, that are at least equal to the amount of commitments for when-issued and delayed-delivery securities, and such assets will be earmarked specifically for the settlement of such commitments.

Each Fund will only make commitments to purchase portfolio securities on a when-issued or delayed-delivery basis with the intention of actually acquiring the securities, and not for the purpose of investment leverage, but the Funds reserve the right to sell the securities before the settlement date if doing so is deemed advisable. The Funds do not currently intend to purchase securities in when-issued or delayed-delivery transactions if, after such purchase, more than 20% of their respective net assets would consist of when-issued and delayed-delivery securities.

Illiquid Securities

No Fund will invest more than 15% of the value of its net assets in securities which are illiquid, including restricted securities, securities for which there are no readily available market quotations and repurchase agreements providing for settlement later than seven days after notice. For the purposes of this restriction, the Funds do not consider variable-rate demand notes to be restricted securities. See "Variable-Rate Demand Notes" below.

Variable-Rate Demand Notes

Each Fund may purchase variable-rate master demand notes, which are unsecured instruments that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate. Although the notes are not normally traded and there may be no secondary market in the notes, the notes allow the Funds to demand payment of principal and accrued interest at any time. The investment policy of each Fund is to purchase variable-rate demand notes only if, at the time of purchase, the issuer has unsecured debt securities outstanding that are rated within the two highest rating categories by either Standard & Poor's or Moody's Investors Service, Inc.

Mortgage-Backed Securities

The Bond Fund may invest in mortgage-related securities, which include securities that represent interests in pools of mortgage loans made by lenders such as savings and loan institutions, mortgage bankers, commercial banks and others, as well as dollar roll transactions.

Pools of mortgage loans are combined for sale to investors (such as the Bond Fund) by various governmental and government-related entities, as well as by commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other private issuers. These pools generally provide for a "pass-through" of monthly payments made by individual borrowers on their residential mortgage loans, net of any fees paid to the issuer or guarantor of the securities.

The Government National Mortgage Association ("GNMA") is the principal government guarantor of mortgage-related securities. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, timely payment of principal and interest on securities it approves that are backed by pools of FHA-insured or VA-guaranteed mortgages. GNMA securities are described as "modified pass-through" in that they provide a monthly payment of interest and principal payments owed on the mortgage pool, net of certain fees, regardless of whether the mortgagor actually makes the payment. Other government related guarantors of these securities include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). FNMA and FHLMC securities are guaranteed as to payment of principal and interest by those agencies, but are not backed by the full faith and credit of the U.S. Government. With respect to private mortgage-backed securities, timely payment of principal and interest of these pools is supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. There can be no assurance that private insurers or guarantors can meet their obligations under such policies.

Certain mortgage-backed securities purchased by the Bond Fund provide for a prepayment privilege and for amortized payments of both interest and principal over the term of the security. The yield on the original investment in such securities applies only to the unpaid principal balance, as the Fund must reinvest the periodic payments of principal at prevailing market interest rates which may be higher or lower then the rate on the original security. In addition, the prepayment privilege may require the Fund to reinvest at lower yields than were received from the original investment. If these instruments are purchased at a premium in the market, and if prepayment occurs, such prepayments will be at par or stated value, which will result in reduced return on such transactions.

During periods of declining interest rates, prepayment of mortgages from underlying mortgage-backed securities can be expected to accelerate. Accordingly, the Bond Fund's ability to maintain positions in high-yielding mortgage-backed securities will be affected by reductions in the principal amount of such securities resulting from such prepayments, and its ability to reinvest the returns of principal at comparable yields will depend on prevailing interest rates at that time.

In a mortgage dollar roll transaction, the Bond Fund sells mortgage securities and simultaneously agrees to repurchase substantially similar securities—securities that, among other characteristics, are collateralized by the same types of underlying mortgages, have identical net coupon rates and have similar original stated maturities—at a later date and at an agreed-upon price. The Bond Fund may enter into dollar roll transactions with respect to securities issued or to be issued by GNMA, FNMA and FHLMC. During the period between the sale and repurchase, the Fund forgoes principal and interest paid on the mortgage securities sold. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and from negotiated fees paid by brokers offered as an inducement to the Fund to “roll over” its purchase commitments.

Dollar roll transactions may result in higher transaction costs or higher taxes for the Bond Fund. Dollar rolls will not be used for the purpose of leveraging the Bond Fund’s assets or to change its risk profile.

Real Estate Investment Trusts

Each Fund may invest up to 10% of its total assets in real estate investment trusts (“REITs”). Equity REITs invest directly in real property, while mortgage REITs invest in mortgages on real property. REITs may be subject to certain risks associated with the direct ownership of real estate, including declines in the value of real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, fluctuations in interest rates and variations in rental income. In addition, the failure of a REIT to qualify as such for tax purposes would have an adverse impact on the value of a Fund's investment in that REIT. To qualify as a REIT, a company is, among other things, required to pay at least 90% of its taxable income to its shareholders every year. Some REITs have relatively small market capitalizations, which could increase their market volatility. REITs tend to be dependent on specialized management skills and may have limited diversification, causing them to be subject to risks inherent in operating and financing a limited number of properties.

Zero-Coupon Bonds

The Bond Fund may invest in debt securities such as zero-coupon bonds that do not make regular cash interest payments, but that are instead issued at a discount to their principal or maturity value. While these securities do not pay current cash income, federal income tax law requires the holders of zero-coupon securities to include the portion of the original issue discount and other non-cash income on such securities accrued during that year in income each year. The Bond Fund intends to pass along such interest as a component of the Fund’s distributions of net investment income.

Depository Receipts

Depository receipts are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a “depository.” The Growth Fund and MidCap Fund may invest in American Depository Receipts ("ADRs"), for which the depository is typically a U.S. financial institution and the underlying securities are issued by foreign issuers. ADRs may be listed on a national securities exchange or may trade on an over-the-counter market. ADR prices are denominated in United States dollars, although the underlying security may be denominated in a foreign currency. Although generally tempered to some extent, ADRs do not eliminate all of the risks associated with directly investing in the securities of foreign issuers, including the risk of changes in currency exchange rates, expropriation or nationalization of assets, and the impact of political, diplomatic, or social events.

High-Yield Debt Securities

The Growth Fund and MidCap Fund may invest up to 5% of their net assets in debt securities (including convertible securities) that are rated below investment grade, i.e., rated below "BBB" by S&P or "Baa" by Moody's, and the Bond Fund may invest up to 10% of its total assets in debt securities rated below investment grade. Such securities are commonly referred to as "junk bonds" or "high-yield/high-risk" securities. Non-investment-grade securities are considered to be speculative with regard to the issuer's capacity to pay interest and repay principal. Such securities involve the risk of issuer default or bankruptcy and are more sensitive to economic conditions than higher-rated securities. In addition, the secondary market for such securities may not be as liquid as the market for higher-rated securities. From time to time, each Fund's assets represented by debt securities below investment grade may exceed the limits noted above due to changes in the value of those securities and/or the Fund as a whole and downgrades that occur after such securities were acquired. No Fund will acquire any debt securities rated below investment grade while its total assets that are represented by such securities exceed these limits.

Inflation-Linked Bonds

The Bond Fund may invest in fixed-income securities whose returns are intended to track the rate of inflation, as that rate is reflected by the Consumer Price Index (“CPI”). The Fund may invest in U.S. Treasury Inflation-Protected Securities (“TIPS”), as well as in other inflation-indexed bonds that are issued or guaranteed by the U.S. Government or its agencies or instrumentalities or that are issued by corporations. The periodic adjustment of TIPS bonds is tied to the CPI, an index that is calculated monthly by the U.S. Bureau of Labor Statistics and that measures changes in the cost of living based on components such as food, housing, transportation, and energy.

Like conventional bonds, inflation-indexed bonds generally pay interest at fixed intervals and return the principal at maturity; however, unlike conventional bonds, the principal or interest on an inflation-indexed bond is adjusted periodically to reflect changes in a specified inflation index. Inflation-indexed bonds are designed to preserve purchasing power over the life of the bond while paying a return over and above the rate of inflation. These bonds typically are issued at a fixed interest rate that is lower than that of conventional bonds of comparable maturity and quality, but the bonds generally retain their value against inflation over time. Interest on a TIPS bond is paid twice a year. While the interest rate is fixed, the amount of each interest payment varies because the principal is adjusted for inflation.

The current market value of inflation-indexed securities is not guaranteed and will fluctuate. If the CPI falls, the principal value of inflation-indexed securities (including TIPS bonds) will be adjusted downward, and because of this downward adjustment, the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. However, with respect to TIPS instruments, the U.S. Treasury guarantees repayment of the original bond principal upon maturity (as adjusted for inflation), even during a period of deflation.

Inflation-indexed securities are subject to interest-rate risk. As a result, the total return on inflation-indexed securities may not actually track the return on the inflation indices to which the inflation-indexed bonds held by the Fund are linked during every year. Market values of inflation-indexed bonds can be affected by changes in the market’s expectations with respect to inflation and by changes in real rates of interest. Furthermore, the CPI may not accurately reflect the true rate of inflation. If the market believes that the inflation indices to which the inflation-indexed bonds are linked do not accurately reflect the actual rate of inflation, the market value of those bonds could be adversely affected.

Inflation-indexed securities other than TIPS instruments may or may not provide a similar principal-protection guarantee that TIPS instruments do. If a guarantee of repayment of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

While inflation-indexed securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation—for example, due to changes in currency exchange rates— investors in these securities may not be protected to the extent that the bond’s measure of inflation does not reflect these increases.

Convertible Securities

The Growth Fund and MidCap Fund may invest in convertible securities, including any bonds, debentures, notes, preferred stocks or other securities which may be converted into or exchanged for a specified amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. Convertible securities are hybrid securities that have characteristics of both bonds and stocks. Like bonds, convertible securities pay interest. Convertible securities also offer an investor the right to benefit from the capital appreciation potential of the underlying common stock upon exercise of the conversion feature.

The value of a convertible security is a function of its "investment value," which is determined by its yield in comparison with the yields of other securities of comparable quality and maturity that do not have the conversion privilege, and its "conversion value," which is the security's worth if converted into the underlying common stock. Investment value is typically influenced by interest rates and the credit standing of the issuer. If interest rates go up, the investment value of the convertible security will generally go down, and vice versa. Conversion value is determined by the market price of the underlying common stock and generally decreases as the convertible security approaches maturity. As the market price of the underlying common stock goes down, the conversion value will tend to go down as well since the convertible security presents less opportunity for capital appreciation upon conversion.

Convertible securities are generally more secure than common stock but less secure than non-convertible debt securities such as bonds. Convertible securities are usually subordinate to bonds in terms of payment priority.

Each of the Funds will only invest in preferred stock that is investment grade (that is, rated in one of the four highest rating categories by S&P or Moody’s). The only convertible securities in which the Bond Fund may invest are convertible debt securities.

Short Sales

Each Fund may effect short sales of securities. To effect a short sale, a Fund sells a security it does not own and simultaneously borrows the security, usually from a brokerage firm, to make delivery to the buyer. The Fund then is obligated to replace the borrowed security by purchasing it at the market price at some future date. Until the security is replaced, the Fund is required to pay the lender any accrued interest or dividends and may be required to pay a premium. Each Fund may also make short sales "against the box", i.e., short sales made when the Fund owns securities identical to those sold short.

A Fund will realize a gain if the security declines in price between the date of the short sale and the date on which the Fund replaces the borrowed security. A Fund will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or interest the Fund may be required to pay in connection with a short sale. A short position may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

No Fund will effect a short sale if, as a result, the aggregate value of all of the Fund's open short positions will exceed 5% of the value of the Fund's net assets. To secure a Fund's obligation to replace any borrowed security, the Fund either will place in a segregated account, or U.S. Bank, N.A., the custodian for the Funds (the "Custodian"), will segregate on its books and records, an amount of cash or liquid securities at such a level that (i) the amount so segregated plus the amount deposited with the broker as collateral will equal the current value of the security sold short, and (ii) the amount so segregated plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short; or otherwise cover its short position in accordance with positions taken by the SEC.

Each Fund may only engage in short-sale transactions in securities listed on one or more national securities exchange or on the Nasdaq Stock Market.

A Fund will use short sales to limit its exposure to possible declines in the market value of its portfolio securities and to attempt to realize a gain.

Options and Futures

Each Fund may engage in transactions in options and futures contracts. Some options and futures strategies, including selling futures, buying put options and writing call options, tend to hedge a Fund's investments against price fluctuations. Other strategies, including buying futures, writing puts and buying calls, tend to increase market exposure. No Fund will invest in an option or futures contract if, as a result, the sum of the initial margin deposits and premiums paid to establish the Fund's aggregate options and futures positions would exceed 5% of the Fund's net assets.

Each Fund may purchase or write (sell) listed call options on stocks and stock indices. A call option on a stock gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying stock at a stated price if the option is exercised before a specific date. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. A call option written (sold) by a Fund exposes the Fund during the term of the option to possible loss of an opportunity to realize appreciation in the market price of the underlying stock, or to possible continued holding of a stock which might otherwise have been sold to protect against depreciation in the market price of the stock.

Each Fund may purchase or write (sell) listed put options on stocks and stock indices. A put option on a stock gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying stock at a stated price if the option is exercised before a specific date.

An option on an index functions in the same way as a stock option, except that the option is only settled in cash.

Whenever a Fund does not own securities underlying an open option position in an amount sufficient to cover the position, or whenever a Fund has written (sold) a put, the Fund will maintain cash or cash equivalents in a segregated account with its Custodian sufficient to cover the exercise price or, with respect to index options, the market value, of the open position. The Fund may ultimately sell the option in a closing sale transaction, exercise it or permit it to expire.

Each Fund may purchase and sell exchange-traded futures contracts on stock indices. A futures contract on an index is an agreement by which one party agrees to accept delivery of, and the other party agrees to make delivery of, an amount of cash equal to the difference between the value of the underlying index at the close of the last trading day of the futures contract and the price at which the contract originally was written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made.

When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its Custodian (or broker, if legally permitted) a specified amount of cash or U.S. Government securities (an "initial margin"). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is akin to a performance bond or good-faith deposit on the futures contract and is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each Fund expects to earn interest income on its initial margin deposits. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day a Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by a Fund, but is instead a settlement between the Fund and the broker of the amount one of the parties would owe the other if the futures contract had expired. In computing daily net asset value, each of the Funds will mark to market all of its open futures positions.

While a Fund maintains an open futures position, the Fund must maintain with its Custodian, in a segregated account, assets with a market value sufficient to cover the Fund's exposure on the position (less the amount of the margin deposit associated with the position). A Fund's exposure on a futures contract is equal to the amount paid for the contract by the Fund.

Index futures contracts in which a Fund may invest are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (contracts that are made on the same exchange and that have the same underlying index and delivery month), or in cash. If an offsetting purchase price is less than the original sale price, the Fund would realize a capital gain, or if it is greater, a Fund would realize a capital loss. Conversely, if an offsetting sale price is greater than the original purchase price, the Fund would realize a capital gain, or if it is less, the Fund would realize a capital loss. The transaction costs must also be included in these calculations in order to determine whether the Fund would realize such a capital gain or loss.

Options and futures contracts can be highly volatile investments. Successful options and futures strategies require the ability to predict future movements in securities prices, interest rates and other economic factors. There may be an imperfect correlation between movements in prices of options and futures contracts and movements in the value of the stock or index that the investment is designed to simulate. Options and futures contracts also involve a high degree of leverage, and a relatively small price movement in an option or futures contract can result in immediate and substantial gain or loss to a Fund. There can be no assurance that a liquid securities market will exist for an option or futures contract at any particular time. On volatile trading days where a price fluctuation limit is reached or a trading halt or suspension is imposed, it may be very difficult for a Fund to close out positions or enter into new positions and to value the option or futures contract. If the secondary market is not liquid, it could prevent prompt liquidation of unfavorable positions and potentially require a Fund to continue to hold the position until delivery or expiration.

Investments in Exchange-Traded Funds and Exchange-Traded Limited Partnerships

The Growth Fund and MidCap Fund may invest in securities of exchange-traded funds (“ETFs”) and exchange-traded limited partnerships (“ETLPs”). ETFs and ETLPs are similar to traditional mutual funds and limited partnerships, respectively, except that their securities trade throughout the trading day in the secondary brokerage market, much like stocks of public companies.

ETFs have their own operating expenses that are deducted from their assets and thus are borne by the shareholders of the ETF. Accordingly, a Fund will bear its share of the operating expenses of any ETFs in which it invests. As a result, shareholders of the Fund will bear two layers of operating expenses to the extent the Fund invests in ETFs. An investment in an ETF generally presents the same primary risks as an investment in a traditional mutual fund, such as the risk that the prices of the securities owned by the ETF will decline.

An investment in an ETLP generally presents the same primary risks as an investment in a limited partnership, such as the risk that the value of the partnership’s securities will decline.

In addition to the risks described above, an investment in an ETF or ETLP is also subject to the following risks that do not apply to an investment in a traditional mutual fund or limited partnership: (1) the market price of securities may trade at a discount to their net asset value; (2) an active trading market for an ETF’s or ETLP’s securities may not develop or be maintained; and (3) trading of an ETF’s or ETLP’s securities may be halted if the listing exchange’s officials deem such action appropriate, the shares or interests are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halt trading in general.

Each Fund's investments in an ETF or ETLP are subject to the investment restrictions of the Fund. In particular, because most ETFs are investment companies, the Fund’s purchase of ETF shares are subject to the limitations on the Fund’s investment in other investment companies. See "Investment Restrictions” in this Statement of Additional Information.

Investments in Other Investment Companies

An investment by a Fund in another investment company may cause the Fund to incur higher administration and distribution expenses. See "Investment Restrictions" in this Statement of Additional Information.

Temporary Defensive Positions

Each Fund may invest, without limitation, in short-term investments for temporary defensive purposes in response to adverse market, economic, political or other conditions. Short-term investments include U.S. Treasury bills, certificates of deposit, money market funds, commercial paper, variable-rate demand notes and purchase agreements.

Portfolio Turnover

The portfolio turnover rates for the fiscal years ended November 30, 2008 and 2007 were as follows: (1)

	2008	2007

Thompson Plumb Growth Fund	43%	29%

Thompson Plumb MidCap Fund	50% (1)	N/A

Thompson Plumb Bond Fund	110%	86%

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(1)	The MidCap Fund commenced operations on March 31, 2008. The portfolio turnover rate for the MidCap Fund covers the period from commencement of the Fund’s operations through November 30, 2008 and is not annualized.

INVESTMENT RESTRICTIONS

Each Fund has adopted the following investment restrictions, none of which (except as otherwise noted) may be changed without the approval of the holders of a majority of the outstanding shares (as defined in the 1940 Act) of the Fund. A Fund may not:

(1) Purchase the securities of issuers conducting their principal business activity in the same industry if immediately after such purchase the value of the Fund's investments in such industry would exceed 25% of the value of its total assets, provided that there is no limitation with respect to or arising out of investments in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

(2) Purchase a security if, as a result, with respect to 75% of the value of the Fund's total assets, more than 5% of its total assets would be invested in the securities of any one issuer, other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

(3) Make loans, except through the purchase of debt obligations in accordance with the Fund's investment objective and policies and through repurchase agreements with banks, brokers, dealers and other financial institutions, and except for securities lending activity as permitted by the 1940 Act.

(4) Issue senior securities in violation of the 1940 Act or borrow money, except (a) as a temporary measure, and then only in amounts not exceeding 5% of the value of the Fund's total assets or (b) from banks, provided that immediately after any such borrowing all borrowings of the Fund do not exceed one-third of the Fund's net assets. The exceptions to this restriction are not for investment leverage purposes but are solely for extraordinary or emergency purposes and to facilitate management of each Fund's portfolio by enabling the Fund to meet redemption requests when the liquidation of portfolio instruments is deemed to be disadvantageous or not possible. While a Fund has borrowings in excess of 5% of the value of the Fund's total assets outstanding, it will not make any purchases of portfolio instruments. If due to market fluctuations or other reasons the net assets of a Fund fall below 300% of its borrowings, the Fund will promptly reduce its borrowings in accordance with the 1940 Act. To do this, the Fund may have to sell a portion of its investments at a time when it may be disadvantageous to do so.

(5) Mortgage or pledge any assets except to secure permitted borrowings, and then only in an amount up to 15% of the value of the Fund's net assets, taken at cost at the time of such borrowings.

(6) Purchase or sell real estate or commodities, except that a Fund may purchase and sell (a) securities issued by real estate investment trusts or other companies which invest in or own real estate, and (b) securities secured by interests in real estate, provided in each case that such securities are marketable.

(7) Purchase securities of other investment companies, except to the extent permitted by the 1940 Act. Subject to certain exceptions, the 1940 Act currently prohibits a Fund from investing more than 5% of its total assets in securities of another investment company, investing more than 10% of its total assets in securities of such investment company and all other investment companies, or purchasing more than 3% of the total outstanding voting stock of another investment company.

(8) Purchase more than 10% of the outstanding voting securities of any one issuer or invest in companies for the purpose of exercising control or management.

(9) Act as an underwriter of securities issued by others, except in instances where the Fund has acquired portfolio securities which it may not be free to sell publicly without registration under the Securities Act of 1933 (if the Fund sells such securities, it may technically be deemed an "underwriter" for purposes of such Act).

In addition to the foregoing restrictions, the Investment Company's Board of Directors has adopted the following restrictions, which may be changed without shareholder approval. A Fund may not:

(a) Purchase securities on margin, but a Fund may obtain such short-term credits as may be necessary for the clearance of purchase and sales of securities.

(b) Participate on a joint or joint-and-several basis in any securities trading account.

(d) Effect any short sale of securities that the Fund does not own if, as a result thereof, the aggregate value of all of the Fund's open short positions would exceed 5% of the Fund's net assets.

(e) Purchase an option or futures contract if, as a result, the aggregate initial margin and premiums required to establish such positions would exceed 5% of the Fund's net assets.

The restrictions described above that involve a maximum percentage generally apply when an investment is made and will not be violated as a result of subsequent changes in the values of securities held by the Fund.

DETERMINATION OF NET ASSET VALUE AND PRICING CONSIDERATIONS

Fund shares are offered and sold without a sales charge at the net asset value per share next determined after the purchase order has been received by U.S. Bancorp Fund Services, LLC, the Fund's transfer agent (the "Transfer Agent"). The net asset value per share of each Fund is calculated as of the close of trading on the New York Stock Exchange (generally 4:00 P.M. Eastern Time). Net asset value per share is calculated by adding the total fair market value of all securities and other assets of the particular Fund, subtracting the liabilities of the Fund, and dividing the remainder by the number of outstanding shares of the Fund.

Each Fund’s net asset value is determined only on the days on which the New York Stock Exchange is open for trading. The Exchange is regularly closed on Saturdays and Sundays and on New Years' Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If one of those holidays falls on a Saturday or Sunday, the Exchange will be closed on the preceding Friday or the following Monday, respectively.

Portfolio securities which are traded on an exchange are valued at the last sale price reported by the exchange on which the securities are primarily traded on the day of valuation. If there are no sales on a given day for securities traded on an exchange, the latest bid quotation will be used. If there is no Nasdaq Official Closing Price for a Nasdaq-listed security or sales price available for an over-the-counter security, the mean of the latest bid and asked quotations from Nasdaq will be used. Debt securities for which market quotations are not readily available may be valued based on information supplied by independent pricing services, including services using matrix pricing formulas and/or independent broker bid quotations. Debt securities with remaining maturities of 60 days or less may be valued on an amortized cost basis, which involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating rates on the market value of the instrument. Any securities or other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Advisor pursuant to procedures established under the general supervision and responsibility of the Board of Directors of the Investment Company. Expenses and fees, including advisory fees, are accrued daily and taken into account for the purpose of determining net asset value per share.

Reliable market quotations are not considered to be readily available for many long-term corporate bonds and notes and certain preferred stocks in which the Funds may invest. As authorized by the Board of Directors, these investments are stated at fair market value on the basis of valuations furnished by independent broker bid quotations and/or independent pricing services. Independent pricing services approved by the Board of Directors determine valuations for normal, institutional-sized trading units of such securities using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.

The Funds intend to pay all redemptions in cash. Redemption proceeds ordinarily will be sent within seven days after receipt of the redemption request and all necessary documents. Each Fund reserves the right to suspend or postpone redemptions during any period when: (a) trading on the New York Stock Exchange is restricted, as determined by the Securities and Exchange Commission or the Exchange is closed for other than customary weekend and holiday closing; (b) the Securities and Exchange Commission has by order permitted such suspension; or (c) an emergency, as determined by the Securities and Exchange Commission, exists, making disposal of portfolio securities or valuation of net assets of the Funds not reasonably practicable.

MANAGEMENT

Under applicable law, all corporate powers are exercised by or under the authority of, and the business and affairs of all of the Investment Company are managed under the direction of, the Board of Directors of the Investment Company. The Advisor is delegated responsibility for the Funds’ investment management, and the officers of the Investment Company are delegated responsibility for the Funds’ operations. The Board of Directors meets regularly to review the Funds' performance and expenses and other operational matters. The Board elects the officers of the Investment Company and hires the Funds' service providers. The Board annually reviews and considers approval of the continuation of the investment advisory agreement with the Advisor and the distribution agreement with the Distributor. The Board also establishes and reviews numerous policies and procedures governing the conduct of the Investment Company's business. The policy of the Investment Company is that at least a majority of the directors, or such higher percentage as required by the 1940 Act, must not be "interested persons" of the Investment Company (within the meaning of the 1940 Act).

Information pertaining to the directors and officers of the Investment Company is set forth below.

Name, Address and Age	Position(s) Held with Thompson Plumb Funds, Inc . (1)	Principal Occupation(s) During Past Five Years	Number of Thompson Plumb Funds Overseen by Director	Other Directorships Held by Director

Independent Directors:

Donald A. Nichols 2111 Van Hise Avenue Madison, WI 53726 Birth date: 12/20/40	Chairman since January 2009 Director since 1987	· Currently retired · Director of the Robert M. La Follette School of Public Affairs at the University of Wisconsin from 2002 to 2006 · Professor of Economics at the University of Wisconsin from 1966 to 2006 · Chairman, Department of Economics from 1983 to 1986 and from 1988 to 1990 · Economic Consultant	3	None

Name, Address and Age	Position(s) Held with Thompson Plumb Funds, Inc . (1)	Principal Occupation(s) During Past Five Years	Number of Thompson Plumb Funds Overseen by Director	Other Directorships Held by Director

John W. Feldt 1200 John Q. Hammons Drive Madison, WI 53717 Birth date: 5/2/42	Director since 1987	· Currently retired · Senior Vice President of Finance of the University of Wisconsin Foundation from 1984 to 2006 · Former Vice President of Finance for the University of Wisconsin Foundation	3	Baird Funds, Inc. (8 funds) Nakoma Mutual Funds (1 fund)

Patricia Lipton 1200 John Q. Hammons Drive Madison, WI 53717 Birth date: 12/9/42	Director since 2007	· Currently retired · Executive Director, State of Wisconsin Investment Board (“SWIB”) from 1989 to 2004 · Assistant Executive Director, SWIB from 1982 to 1989 · Former Director, State Tax Policy Bureau of the Wisconsin Department of Revenue	3	None

Interested Directors and Officers:

John W. Thompson (2) 1200 John Q. Hammons Drive Madison, WI 53717 Birth date: 7/26/43	Director since 1987 Chairman from 1987 to January 2009 Chief Executive Officer since 2005 President Since January 2009	· President of Thompson Investment Management, Inc. ("TIM") since January 2004 · President of Thompson Plumb & Associates, Inc. ("TPA") from June 1984 to December 2003 · Treasurer of TPA from October 1993 to December 2003 · Chief Executive Officer and Secretary of Thompson Plumb Trust Company from 2001 to December 2003 · A Chartered Financial Analyst	3	None

Jason L. Stephens 1200 John Q. Hammons Drive Madison, WI 53717 Birth date: 10/15/74	Secretary since 2005 Vice President since March 2009 Chief Compliance Officer from 2004 to 2006	· Corporate Secretary of TIM since January 2004 · Portfolio Manager of TIM since July 2007 · Research Analyst of TIM from January 2004 to June 2007 · Chief Compliance Officer of TIM from January 2004 to May 2006 · Research Analyst of TPA from June 2003 to December 2003 · A Chartered Financial Analyst	N/A	N/A

Name, Address and Age	Position(s) Held with Thompson Plumb Funds, Inc. (1)	Principal Occupation(s) During Past Five Years	Number of Thompson Plumb Funds Overseen by Director	Other Directorships Held by Director

James T. Evans 1200 John Q. Hammons Drive Madison, WI 53717 Birth date: 6/6/75	Vice President since March 2009	· Portfolio Manager of TIM since June 2008 · Research Analyst of TIM from March 2005 to June 2008 · Managing Director of Nakoma Capital Management, 2000-2005 · A Chartered Financial Analyst	N/A	N/A

Penny M. Hubbard 1200 John Q. Hammons Drive Madison, WI 53717 Birth date: 6/2/61	Chief Financial Officer and Treasurer since 2005	· Vice President - Administrative Services of TIM since January 2004 · Assistant Vice President - Client Services of TPA and various other capacities 1984-2004	N/A	N/A

Nedra S. Pierce 1200 John Q. Hammons Drive Madison, WI 53717 Birth date: 10/2/61	Chief Compliance Officer since 2006	· Chief Compliance Officer of TIM since May 2006 · Director of Business Development of TIM from January 2004 to May 2006 · Director of Business Development of TPA from January 1998 to December 2003	N/A	N/A

________________________________

(1)

Officers of the Investment Company serve one-year terms, subject to annual reappointment by the Board of Directors. Directors of the Investment Company serve a term of indefinite length until their resignation or removal, and stand for re-election by shareholders as and when required under the 1940 Act.

(2)	John W. Thompson is an "interested person" of the Investment Company by virtue of his position with the Investment Company and TIM.

Board Committees

The Board of Directors of the Investment Company has an audit committee and a nominating committee. The audit committee selects and consults with the independent auditors for the Investment Company on matters pertaining to their audits of the Investment Company's annual financial statements, and approves all audit and non-audit services to be provided by the independent auditors. The audit committee has adopted a written charter, which is available upon request and on the Investment Company’s website at www.thompsonplumb.com. The audit committee consists of John W. Feldt (chair), Donald A. Nichols and Patricia Lipton, none of whom is an "interested" person of the Investment Company. Mr. Feldt has been determined by the Board to be an "audit committee financial expert." The audit committee met four times during the fiscal year ended November 30, 2008.

The nominating committee considers and recommends nominees for directors to the Board to fill vacancies and for election and re-election as and when required. All nominations of directors who are not "interested persons" of the Investment Company must be made and approved by the nominating committee. The nominating committee has not established any specific minimum qualifications or standards for director nominees. The nominating committee will generally not consider any director candidates recommended by shareholders. The nominating committee has adopted a written charter, which is available upon request and on the Investment Company’s website at www.thompsonplumb.com. The nominating committee consists of Donald A. Nichols (chair), John W. Feldt and Patricia Lipton. The nominating committee met four times during the fiscal year ended November 30, 2008.

Director Compensation

Directors and officers of the Investment Company who are officers, directors, employees or shareholders of the Advisor do not receive any remuneration from the Funds for serving as directors or officers. During the fiscal year ended November 30, 2008, those directors who are not so affiliated with the Advisor received the compensation as set forth in the table below.

Director	Aggregate Compensation From Each Fund (1)	Pension or Retirement Benefits	Estimated Annual Benefits Upon Retirement	Total Compensation From Investment Company Complex

John W. Feldt	$18,530 (Growth) $1,705 (MidCap) $5,765 (Bond)	None	None	$26,000

Patricia Lipton	$18,530 (Growth) $1,705 (MidCap) $5,765 (Bond)	None	None	$26,000

Donald A. Nichols	$18,530 (Growth) $1,705 (MidCap) $5,765 (Bond)	None	None	$26,000

Mary Ann Deibele (2)	$5,043 (Growth) $0 (MidCap) $1,457 (Bond)	None	None	$6,500

________________________________

(1)

The MidCap Fund commenced operations on March 31, 2008. In addition to compensation received from the MidCap Fund, each director received $750 as compensation from the Advisor during the fiscal year ended November 30, 2008 relating to meetings held in connection with the organization of the MidCap Fund.

(2)	Mary Ann Deibele retired from her position as a Director of the Investment Company effective January 24, 2008.

Director Ownership of Fund Shares

The table below states the dollar range of shares of the Investment Company beneficially owned by each director of the Investment Company as of December 31, 2008:

Director (1)	Dollar Range of Equity Securities in Each Fund	Aggregate Dollar Range of Equity Securities in all Funds Overseen by Director

John W. Feldt	None (Growth Fund) $50,001-100,000 (MidCap Fund) None (Bond Fund)	$50,001-100,000

Patricia Lipton	$1-$10,000 (Growth Fund) None (MidCap Fund) $10,001-$50,000 (Bond Fund)	$10,001-$50,000

Donald A. Nichols	Over $100,000 (Growth Fund) None (MidCap Fund) $10,001-$50,000 (Bond Fund)	Over $100,000

John W. Thompson	Over $100,000 (Growth Fund) Over $100,000 (MidCap Fund) Over $100,000 (Bond Fund)	Over $100,000

________________________________

(1)	No ownership information is provided for Mary Ann Deibele because she retired from her position as a Director of the Investment Company effective January 24, 2008.

Material Transactions with Independent Directors

No director who is not an interested person of the Investment Company, or his or her immediate family members, owned beneficially or of record, as of December 31, 2008, any securities of the Advisor, the Distributor or any person directly or indirectly controlling, controlled by, or under common control with the Advisor or the Distributor.

No director who is not an interested person of the Investment Company, or an immediate family member of such director, has had, during the two most recently completed calendar years, a direct or indirect interest in the Advisor or the Distributor or in any person directly or indirectly controlling, controlled by or under common control with the Advisor or the Distributor, which exceeds $120,000. In addition, no director who is not an interested person of the Investment Company, or any immediate family members of such director, has had, during the two most recently completed calendar years, a direct or indirect material interest in any transaction or series of similar transactions in which the amount involved exceeds $120,000 and to which one of the parties was the Investment Company; an officer of the Investment Company; an investment company (or an entity that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the 1940 Act); an officer of an investment company (or an entity that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the 1940 Act) having the same investment adviser or principal underwriter as the Investment Company or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with the Advisor or the Distributor; an officer of the Advisor or the Distributor; or a person directly or indirectly controlling, controlled by or under common control with the Advisor or the Distributor or an officer of any such "control" person. No director who is not an interested person of the Investment Company, or immediate family member, or such a director, has had, in the two most recently completed calendar years, a direct or indirect relationship, in which the amount involved exceeds $120,000, with any of the persons described above in this paragraph and which include payments for property or services to or from any of those persons; provision of legal services to any person specified above in this paragraph; provision of investment banking services to any person specified above in this paragraph, other than a participating underwriter in a syndicate; or any consulting or other relationship that is substantially similar in nature and scope to the relationships detailed herein.

Code of Ethics for Personal Trading

The Investment Company and the Advisor have adopted codes of ethics under Rule 17j-1 of the 1940 Act designed to ensure, among other things, that the interests of Fund shareholders take precedence over personal interest of their respective directors, officers and employees. Under the code of ethics, personal investment activities are subject to limitations designed to avoid both actual and perceived conflicts of interest with the investment activities of the Funds. The code permits personnel of the Investment Company and the Advisor to invest in securities, including securities that may be purchased or held by the Funds, subject to certain exceptions and pre-clearance procedures.

The Investment Company’s principal underwriter and distributor, Quasar Distributors, LLC, has also adopted a similar code of ethics under Rule 17j-1 of the 1940 Act.

Code of Ethics for Principal Executive, Financial and Accounting Officers

The Investment Company has established a separate code of ethics that applies to its principal executive, financial and accounting officers. This written code sets forth standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents the Investment Company files with the SEC and in other shareholder communications; compliance with applicable governmental laws, rules or registrations; the prompt internal reporting of violations of the code to an appropriate person; and accountability for adherence to the code.

Proxy Voting Policies

Proxy voting policies adopted by the Investment Company are attached to this Statement of Additional Information as Exhibit A . These proxy voting policies describe the procedures used by the Investment Company to determine how to vote proxies. Information regarding how the Investment Company voted proxies relating to portfolio securities held by the Funds during the most recent 12-month period ended June 30 are made available annually within sixty (60) days of June 30 (1) without charge, upon request, by calling 1-800-999-0887, and on the Investment Company's website at www.thompsonplumb.com, and (2) on the SEC's website at www.sec.gov.

Policy Regarding Disclosure of Fund Holdings

The Investment Company believes that portfolio holdings information constitutes material, non-public information. Accordingly, the Investment Company has adopted a policy limiting disclosure of its portfolio holdings. A complete list of each Fund's portfolio holdings as of the end of each calendar quarter will be posted on the Investment Company's website within thirty (30) days of the end of such quarter. Lists of each Fund's portfolio holdings is also disclosed to the extent required by law or to ratings agencies such as Morningstar or Lipper. Information about a Fund's portfolio holdings may also be disclosed, without lag and when necessary, to the Investment Company's Advisor, Distributor, Transfer Agent, Custodian, Independent Registered Public Accounting Firm, as defined below, and other service providers (subject to their duty to maintain the confidentiality of such information) to the extent necessary to enable such providers to carry out their responsibilities to the Investment Company. Portfolio holdings information may be disclosed in other instances if the recipient of such information is bound by the duty of confidentiality and the Board of Directors of the Investment Company (including a majority of the independent directors) determines that such disclosure is appropriate. This policy does not prohibit disclosure to the media and others of particular stocks, industries or market segments that a Fund owns, likes or dislikes, so long as details that would constitute material, non-public information are not selectively disclosed. The Board of Directors receives quarterly reports on compliance with this policy. A copy of the Investment Company's policy regarding selective disclosure of portfolio holdings as attached hereto as Exhibit B .

The Investment Company files with the SEC a complete schedule of each Fund's portfolio holdings for the first and third quarters of each fiscal year on Form N-Q and for the second and fourth quarters of each fiscal year on Form N-CSR. These forms are generally filed within 60 days following the end of the fiscal quarter. These forms are available without charge, upon request, by calling 1-800-999-0887, or on the Investment Company's website at www.thompsonplumb.com. These forms are also available on the SEC's website at www.sec.gov or may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-732-0330.

In accordance with the Investment Company's selective disclosure of portfolio holdings policy described above, the Investment Company has entered into ongoing arrangements to make directly available to certain third party entities, public information about each Fund's portfolio holdings. The Investment Company currently may disclose portfolio holdings information based on ongoing arrangements to the following pre-authorized parties:

Name	Information Disclosed	Frequency*	Lag Time
Bloomberg	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Capital-Bridge	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Evaluation Associates	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Jeffrey Slocum & Associates	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Lipper Analytics	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Morningstar	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Standard & Poors	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Thomson Financial	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end
Vickers	Full portfolio holdings	Quarterly basis	Approximately 5 days after calendar quarter end


*	Dissemination of portfolio holdings information to the entities listed may occur less frequently than indicated (or not at all). In all cases, such information is disclosed only after the information is posted on the Investment Company's website.

ADVISORY, ADMINISTRATIVE AND OTHER SERVICES

Investment Advisor

Thompson Investment Management, Inc. ("TIM") acts as the investment advisor for the Growth Fund, MidCap Fund and Bond Fund pursuant to an Investment Advisory Agreement. John W. Thompson controls TIM by virtue of owning a majority of its outstanding voting securities. Subject to the general supervision of the Board of Directors of the Investment Company, TIM manages the investment operations of each of the Funds and the composition of their respective assets. In this regard, TIM provides supervision of the assets of each of the Funds, furnishes a continuous investment program for such Funds, and determines from time to time what investments or securities will be purchased, retained or sold by such Funds and what portion of the assets will be invested or held uninvested in cash.

The Investment Advisory Agreement pursuant to which TIM is retained by the Growth Fund, MidCap Fund and Bond Fund provides for compensation to TIM (computed daily and paid monthly) at the following annual rates: for the Growth Fund and MidCap Fund - 1.00% of the first $50 million of average daily net assets, and 0.90% of average daily net assets in excess of $50 million; and for the Bond Fund - 0.65% of the first $50 million of average daily net assets, and 0.60% of average daily net assets in excess of $50 million.

The following table sets forth the aggregate fees paid to TIM under the Investment Advisory Agreement for the past three fiscal years:

Fees for Investment Advisory Services

	For the years ended November 30,
	2008		2007		2006
Thompson Plumb Growth Fund	$	2,728,303	$	6,162,121	$	7,604,971
Thompson Plumb MidCap Fund (1)	$	17,031		N/A		N/A
Thompson Plumb Bond Fund	$	321,730	$	240,487	$	195,910

________________________________

(1)	The MidCap Fund commenced operations on March 31, 2008.

The current Investment Advisory Agreement provides that the Advisor may render similar services to others so long as its services under the Agreement are not impaired thereby. The Investment Advisory Agreement with the Funds may enable the Advisor to receive research and related services and equipment from certain broker-dealers in exchange for allocating the Funds' securities transactions to them. The Investment Advisory Agreement also provides that a Fund will indemnify the Advisor against certain liabilities, including liabilities under the federal securities laws, or, in lieu thereof, contribute to resulting losses. The Investment Advisory Agreement further provides that, subject to Section 36 of the 1940 Act, the Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the matters to which the Agreement relates, except liability to a Fund or its shareholders to which the Advisor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under the Agreement.

Information About Portfolio Managers

John W. Thompson, Jason L. Stephens and James T. Evans are co-portfolio managers for each of the Funds.

John W. Thompson receives a fixed salary for managing the Funds. He also owns a majority of the outstanding equity interests in the Advisor and receives distributions from the Advisor from time to time.

Jason L. Stephens and James T. Evans each receive a fixed salary for managing the Funds.

The following table sets forth the portfolio managers' ownership of Fund shares as of November 30, 2008:

Portfolio Manager	Dollar Range of Equity Securities in Each Fund	Aggregate Dollar Range of Equity Securities in all Funds

John W. Thompson	Over $1,000,000 (Growth Fund) $100,001 - $500,000 (MidCap Fund) $100,001 - $500,000 (Bond Fund)	Over $1,000,000

Jason L. Stephens	None (Growth Fund) $50,001-$100,000 (MidCap Fund) $10,001-$50,000 (Bond Fund)	$50,001-$100,000

James T. Evans	None (Growth Fund) $50,001-$100,000 (MidCap Fund) None (Bond Fund)	$50,001-$100,000

John W. Thompson and Jason L. Stephens each also manage other accounts for individuals and institutional clients. They each receive a fixed salary for managing each of these accounts.

As of November 30, 2008, John W. Thompson managed a total of 297 other accounts (none of which were registered investment companies or other pooled investment vehicles), in addition to the Growth Fund, MidCap Fund and Bond Fund, having total aggregate assets of $264 million. None of these accounts was charged a fee based on performance.

As of November 30, 2008, Jason L. Stephens managed a total of 43 other accounts (none of which were registered investment companies or other pooled investment vehicles), in addition to the Growth Fund, MidCap Fund and Bond Fund, having total aggregate assets of $17 million. None of these accounts was charged a fee based on performance.

Many, but not all, of the accounts managed by John W. Thompson and Jason L. Stephens have investment strategies similar to those employed for the Funds. Possible material conflicts of interest arising from these portfolio managers' management of the investments of the Funds, on the one hand, and the investments of other accounts, on the other hand, include the portfolio managers' allocation of sufficient time, energy and resources to managing the investments of the Funds in light of their responsibilities with respect to numerous other accounts, particularly accounts that have different strategies from those of the Funds; the fact that the fees payable to TIM for managing the certain Funds may be less than the fees payable to TIM for managing other accounts, potentially motivating the portfolio managers to spend more time on managing the other accounts; the proper allocation of investment opportunities that are suitable for the Funds and other accounts; and the proper allocation of aggregated purchase and sale orders for the Funds and other accounts.

Administrator

Under an Administrative and Accounting Services Agreement with the Funds, TIM also provides administrative and accounting services to the Funds. The administrative obligations include: (a) providing supervision of all aspects of each Fund's non-investment operations, such as custody of the Fund's assets, shareholder servicing and legal and audit services (the parties giving due recognition to the fact that certain of such operations are performed by others pursuant to the Funds' agreements with their Custodian and shareholder servicing agent), (b) providing each Fund, to the extent not provided pursuant to such agreements or the agreement with the Funds' accounting services agent, with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund, (c) arranging, to the extent not provided pursuant to such agreements, for the preparation of each Fund's tax returns, reports to shareholders, periodic updating of the Prospectus and this Statement of Additional Information, and reports filed with the SEC and other regulatory authorities, all at the expense of the Fund, (d) providing each Fund, to the extent not provided pursuant to such agreements, with adequate office space and certain related office equipment and services in Madison, Wisconsin, and (e) maintaining all of the records of each Fund other than those maintained pursuant to such agreements. The accounting service obligations include maintaining and keeping current certain accounts and financial records of each Fund, preparing the financial statements of each Fund as required by the 1940 Act and calculating the net asset value per share of each Fund on a daily basis.

The annual fees to be paid by each of the Funds to TIM under the Administrative and Accounting Services Agreement are calculated as follows: 0.15% of the first $30 million of the Fund's average daily net assets; 0.10% of the next $70 million of average daily net assets; and 0.025% of average daily net assets in excess of $100 million. The annual fee is subject to a $30,000 minimum per Fund.

The following table sets forth the aggregate fees paid to TIM for the past three fiscal years for administrative and accounting services provided to the Funds:

Fees for Administrative and Accounting Services

	For the years ended November 30,
	2008		2007		2006
Thompson Plumb Growth Fund	$	164,397	$	259,781	$	299,860
Thompson Plumb MidCap Fund (1)	$	20,054		N/A		N/A
Thompson Plumb Bond Fund	$	64,616	$	51,998	$	45,032

________________________________

(1)	The MidCap Fund commenced operations on March 31, 2008.

Expenses

The Funds are responsible for the payment of their own expenses. Such expenses include, without limitation: the fees payable to the Advisor and Administrator; the fees and expenses of the Funds' Custodian and Transfer and Dividend Disbursing Agent; association membership dues; any portfolio losses; filing fees for the registration or qualification of Fund shares under federal or state securities laws; expenses of the organization of the Funds; taxes; interest; costs of liability insurance, fidelity bonds, indemnification or contribution; any costs, expenses or losses arising out of any liability of, or claim for damages or other relief asserted against, the Funds for violation of any law; legal and auditing fees and expenses; expenses of preparing and setting in type prospectuses, statements of additional information, proxy material, reports and notices and the printing and distributing of the same to the Funds' existing shareholders and regulatory authorities; compensation and expenses of the Funds' Directors; and extraordinary expenses incurred by the Funds. The Advisor will bear the expense of printing and distributing prospectuses to prospective shareholders.

TIM has contractually agreed to waive management fees and/or reimburse expenses incurred by the MidCap Fund from April 1, 2009 through March 31, 2010, so that the annual operating expenses of that Fund do not exceed 1.30% of its average daily net assets. TIM has contractually agreed to waive management fees and/or reimburse expenses incurred by the Bond Fund from April 1, 2009 through March 31, 2010, so that the annual operating expenses of that Fund do not exceed 0.80% of its average daily net assets.

The following table sets forth the total expenses TIM reimbursed with respect to the Funds for the past three fiscal years:

Reimbursed Expenses

	For the years ended November 30,
	2008		2007		2006
Thompson Plumb MidCap Fund (1)	$	120,840		N/A		N/A
Thompson Plumb Bond Fund	$	294,210	$	241,302	$	174,760

________________________________

(1)	The MidCap Fund commenced operations on March 31, 2008.

Transfer and Dividend Disbursing Agent

U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, is the transfer and dividend disbursing agent for the Funds.

Custodian

U.S. Bank, N.A., 1555 North RiverCenter Drive, Milwaukee, Wisconsin 53212, is the custodian of the Funds' portfolio securities and cash.

Counsel and Independent Registered Public Accounting Firm

Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, serves as general counsel to the Funds.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, One North Wacker Drive, Chicago, Illinois 60606, audits the annual financial statements of the Funds.

DISTRIBUTION

Quasar Distributors, LLC (the "Distributor"), 615 East Michigan Street, Milwaukee, Wisconsin 53202, is principal underwriter and distributor of shares of the Funds. The Distributor sells the shares on a best efforts basis pursuant to a Distribution Agreement among the Investment Company, the Advisor and the Distributor. The Distribution Agreement was approved by the Board of Directors of the Investment Company, including a majority of directors who are not "interested persons" (as defined in the 1940 Act) of the Investment Company, the Advisor or the Distributor.

Under the Distribution Agreement, the Distributor is available to receive orders, make the Funds' shares available for sale and redemption through the NSCC's Fund/SERV system and to cooperate with the Investment Company on the development of advertisements and sales literature relating to the Funds. The Distributor, at its sole discretion, may repurchase shares offered for sale by Fund shareholders and enter into agreements with qualified broker-dealers who are interested in selling shares of the Funds. The Investment Company has agreed to indemnify the Distributor for claims, liabilities, losses, damages and expenses arising out of or based upon an untrue statement of a material fact contained in the Funds' registration statement, prospectus (including the statement of additional information), annual or interim report, advertisement or sales literature or an omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of or based upon the Investment Company's failure to comply with the Distribution Agreement or applicable law. The Distributor has agreed to indemnify the Investment Company for claims, liabilities, losses, damages and expenses arising out of or based upon the Distributor's failure to comply with the terms of the Distribution Agreement or applicable law or the Distributor's willful or negligent acts or omissions.

Because the Investment Company has not adopted a distribution plan for the Funds, it cannot compensate the Distributor for the services its provides under the Distribution Agreement. Instead, the Advisor is responsible for paying the Distributor's fees under the Distribution Agreement. Such fees are payable monthly at an annual rate equal to 0.0025% of the net asset value of the Funds, subject to a minimum annual fee of $43,000, as well as certain other fixed fees for compliance review services.

The Distribution Agreement continues for a period of two years from its effective date and thereafter will continue for successive one-year periods so long as such continuance is approved at least annually by the Investment Company Board of Directors, including a majority of directors who are not "interested persons" of the Investment Company, the Advisor or the Distributor. The Distribution Agreement may be terminated, upon at least 60 days written notice, by either the Investment Company or the Distributor, and will automatically terminate in the event of its assignment.

The Advisor pays, out of its own resources, amounts to broker-dealers and other intermediaries for various shareholder, account maintenance, networking and other services they provide to the Funds. Such services usually include maintaining aggregated or omnibus accounts through which the clients, plan participants and beneficial holders of such broker-dealers and intermediaries invest in the Funds; expedited processing of purchase, redemption or exchange transactions for clients, plan participants and beneficial holders of such broker-dealers and intermediaries; forwarding copies of Fund prospectuses, reports, proxy materials and other communications to their clients, plan participants and other beneficial holders; and/or responding to questions about Fund purchases, redemptions, exchanges and the like. The payments made by the Advisor under the shareholder servicing arrangements are generally expressed as a percentage of the aggregate net assets of the accounts in the Funds for which such broker-dealers and intermediaries are responsible, and payments made by the Advisor under the networking arrangements are generally expressed in a per account, per period fee for accounts in the Funds for which such broker-dealer and intermediaries are responsible. The Funds reimburse the Advisor for a portion of the amounts paid by the Advisor under these arrangements. The amount reimbursed by the Funds is equal to (1) for those accounts maintained through a shareholder servicing arrangement, an annual rate of no more than 0.10% of the average daily net assets of the omnibus accounts in the Funds for which all broker-dealers and other intermediaries, in the aggregate, are responsible, and (2) for those accounts maintained through a networking arrangement, no more than $6 per year per account in the Funds for which the broker-dealers and other intermediaries are responsible; provided however, in all cases only one of these fees shall be applicable to the assets in an account. This amount has been determined by the Board of Directors of the Investment Company to approximate the transfer agency fees that would otherwise have been payable by the Funds if such broker-dealers and intermediaries did not maintain these accounts. For the fiscal year ended November 30, 2008, the amounts reimbursed by the Funds to the Advisor were $104,061.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisor is responsible for decisions to buy and sell securities for the Funds, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, where applicable. Purchases and sales of securities on a national securities exchange are effected through brokers who charge a negotiated commission for their services. In the over-the-counter market, securities are generally traded on a "net" basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriter's concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid.

In placing purchase and sale orders for portfolio securities for the Funds, it is the policy of the Advisor to seek the best net price and the most favorable execution in light of the overall quality of brokerage and research services provided. In selecting brokers to effect portfolio transactions, the determination of what is expected to result in best net price and the most favorable execution involves a number of largely judgmental considerations. Among these are the Advisor's evaluation of the broker's efficiency in executing and clearing transactions and the broker's financial strength and stability. The best net price takes into account the brokerage commission or dealer spread involved in purchasing the securities. Transactions in the securities of small companies may involve specialized services on the part of the broker and thereby entail higher commissions or spreads than would be paid in transactions involving more widely traded securities.

In selecting brokers to effect portfolio transactions for the Funds, the Advisor also takes into consideration the research, analytical, statistical and other information and services provided by the broker, such as general economic reports and information, reports or analyses of particular companies or industry groups, market timing and technical information, access to computerized databases and the software for analyzing such databases in order to obtain information regarding performance of securities and the advisability of investing, and the availability of the brokerage firm's analysts for consultation. Where computer software serves functions other than assisting the Advisor in the investment decision-making process (e.g., recordkeeping), the Advisor makes a reasonable allocation of the cost of the software to such other functions and bear all costs related to such other functions itself. While the Advisor believes such information and services have substantial value, the Advisor considers them supplemental to its own efforts in the performance of their duties under the Investment Advisory Agreement. Other clients of the Advisor may benefit from the availability of these services to the Advisor, and the Funds may benefit from services available to the Advisor as a result of transactions for other clients. The Investment Advisory Agreement provides that the Advisor, in placing orders for portfolio securities, is entitled to rely upon Section 28(e) of the Securities Exchange Act of 1934. This Section generally permits the Advisor to cause the Funds to pay a broker or dealer who provides brokerage and research services to the Advisor an amount of commission for effecting a securities transaction that is in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that in order to rely upon Section 28(e), the Advisor must determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer viewed in terms of either the particular transaction or the Advisor's overall responsibilities with respect to the Funds and the other accounts as to which the Advisor exercises investment discretion.

The Advisor does not compensate broker-dealers for, or otherwise take into consideration, the efforts of a broker-dealer in marketing, offering or selling Fund shares in allocating brokerage, although pursuant to procedures adopted by the Funds, the Advisor may effect portfolio transactions through such broker-dealers.

The Advisor may direct portfolio transactions for the Funds to Fidelity Capital Markets, BNY Brokerage Services, Trade Manage Capital, Inc. and other broker-dealers under agreements in which a portion of the commissions paid to such broker-dealers by a Fund are returned to that Fund and used to pay that Fund's expenses. There are no minimum levels of brokerage commissions that must be earned under these directed brokerage arrangements. The allocation of transactions to such broker-dealers will be made only if it is consistent with "best execution."

On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of a Fund as well as the Advisor's other customers (including any other fund or other investment company or advisory account for which the Advisor acts as investment advisor), the Investment Advisory Agreement provides that the Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for such other customers in order to obtain the best net price and most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisor in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and such other customers. In some instances, this procedure may adversely affect the size of the position obtainable for a Fund.

The following table sets forth the aggregate brokerage commissions paid by each Fund for the past three fiscal years:

Brokerage Commissions Paid by the Funds

	For the years ended November 30,
	2008		2007		2006
Thompson Plumb Growth Fund	$	926,512	$	684,664	$	918,610
Thompson Plumb MidCap Fund (1)	$	16,163		N/A		N/A
Thompson Plumb Bond Fund	$	80	$	664	$	307

________________________________

(1)	The MidCap Fund commenced operations on March 31, 2008.

The following table sets forth the aggregate brokerage commissions paid by each Fund to U.S. Bank, an affiliate of the Fund’s Distributor, for the past three fiscal years:

Brokerage Commissions Paid to U.S. Bank by the Funds

	For the years ended November 30,
	2008		2007		2006
Thompson Plumb Growth Fund	$	64	$	33	$	315
Thompson Plumb MidCap Fund (1)		--		N/A		N/A
Thompson Plumb Bond Fund	$	80	$	664	$	307

________________________________

(1)	The MidCap Fund commenced operations on March 31, 2008.

The percentage of the Growth Fund’s aggregate brokerage commissions paid to U.S. Bank during the fiscal year ended November 30, 2008 was 0.007%, and the percentage of the Fund’s aggregate dollar amount of transactions involving the payment of commissions effected through U.S. Bank during the fiscal year ended November 30, 2008 was 2.437%.

The MidCap Fund did not pay any brokerage commissions to U.S. Bank during the fiscal year ended November 30, 2008.

The percentage of the Bond Fund’s aggregate brokerage commissions paid to U.S. Bank during the fiscal year ended November 30, 2008 was 100%, and the percentage of the Fund’s aggregate dollar amount of transactions involving the payment of commissions effected through U.S. Bank during the fiscal year ended November 30, 2008 was 5.424%.

The Funds did not pay any other brokerage commissions to any affiliated person of the Funds, the Advisor or the Distributor, or to any affiliates of such affiliated persons during the past three fiscal years.

The following table sets forth, for the fiscal year ended November 30, 2008, the aggregate dollar amount of portfolio securities transactions executed for the Funds by broker-dealers who provided research services to the Funds or with which the Funds had directed brokerage arrangements, and the commissions paid to such broker-dealers. (1)

	Aggregate Directed Portfolio Transactions		Brokerage Commissions
Growth Fund	$	299,324,299	$	529,985
MidCap Fund	$	1,263,589	$	2,372
Bond Fund		--		--

________________________________

(1)	The MidCap Fund commenced operations on March 31, 2008.

As of November 30, 2008, no Fund owned any securities of its "regular broker-dealer" (as defined in Rule 10b-1 under the 1940 Act) or of their parents, except as set forth in the table below. (1)

	Issuer (Regular Broker-Dealer)	Security	Value at November 30, 2008
Growth Fund	Citigroup Morgan Stanley	Common Stock Common Stock	$1,590,851 $2,818,725

MidCap Fund	None	None	None

Bond Fund	JPMorgan Chase Lehman Brothers Merrill Lynch Morgan Stanley	Bonds Bonds Bonds Bonds	$2,461,425 $29,106 $463,975 $377,340

TAXES

Each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986 (the "Code"), and to take all other action required so that no federal income tax will be payable by the Fund itself. In order to qualify as a regulated investment company, each Fund must satisfy a number of requirements. If a Fund were to fail to qualify as a regulated investment company under the Code, it would be treated as a regular corporation whose net taxable income (including taxable dividends and net capital gains) would be subject to income tax at the corporate level, and distributions to shareholders would be subject to a second tax at the shareholder level.

The dividends received deduction available to a corporate shareholder with respect to certain ordinary income distributions from a Fund may be reduced below 70% if the shareholder has incurred any indebtedness directly attributable to its investment in Fund shares.

Any ordinary income or capital gain distribution will reduce the net asset value of Fund shares by the amount of the distribution. Although such a distribution thus resembles a return of capital if received shortly after the purchase of shares, it generally will be taxable to shareholders.

All or part of any loss that a shareholder realizes on a redemption of shares will be disallowed if the shareholder purchases other shares of the same Fund (including by the automatic reinvestment of Fund distributions in additional Fund shares) within 30 days before or after the redemption.

Each Fund will be subject to a nondeductible 4% excise tax if it fails to meet certain requirements with respect to distributions of net ordinary income and capital gain net income. It is anticipated that this provision will not materially affect the Funds or their shareholders. Dividends declared in October, November or December to shareholders on a date in any such month and paid during January of the following year will be treated as received by the shareholders on December 31 of the year declared.

Dividends and other distributions paid to individuals and other non-exempt persons are subject to a 28% backup federal withholding tax if the Transfer Agent is not provided with the shareholder's correct taxpayer identification number or certification that the shareholder is not subject to such backup withholding or if a Fund is notified that the shareholder has under-reported income in the past. In addition, such backup withholding tax will apply to the proceeds of redemption or repurchase of shares from a shareholder account for which the correct taxpayer identification number has not been furnished. For most individual taxpayers, the taxpayer identification number is the social security number. A shareholder may furnish the Transfer Agent with such number and the required certifications by completing and sending the Transfer Agent either the account application form accompanying the Prospectus or an IRS Form W-9.

The foregoing discussion of tax consequences is based on federal tax laws and regulations in effect on the date of this Statement of Additional Information, which are subject to change by legislative or administrative action.

CAPITAL STOCK AND OTHER SECURITIES

General

The authorized capital stock of the Investment Company consists of an indefinite number of shares of Common Stock, $0.001 par value per share. The shares of Common Stock are presently divided into three series, each of which has an indefinite number of authorized shares: the Growth Fund, the MidCap Fund and the Bond Fund. The Board of Directors may authorize the issuance of additional series of Common Stock (funds).

Each share of Common Stock has one vote and, when issued and paid for in accordance with the terms of the Prospectus, will be fully paid and nonassessable. The Funds currently have no employees and do not intend to have employees in the future. Shares of Common Stock are redeemable at net asset value, at the option of the shareholder. Shares of Common Stock have no preemptive, subscription, conversion or accumulative voting rights and are freely transferable. Shares of Common Stock can be issued as full shares or fractions of shares.

Shareholders have the right to vote on the election of the directors of the Investment Company at each meeting of shareholders at which directors are to be elected, and on other matters as provided by law or by the Investment Company's Articles of Incorporation or Bylaws. Shareholders of each Fund vote together to elect a single Board of Directors of the Investment Company and on other matters affecting the entire Investment Company, with each share entitled to a single vote. On matters affecting only one Fund, only the shareholders of that Fund are entitled to vote. On matters relating to all Funds, but affecting individual Funds differently (such as a new investment advisory agreement), separate votes by shareholders of each Fund are required. The Investment Company's Articles of Incorporation do not require the holding of annual meetings of shareholders. However, special meetings of shareholders may be called (and, at the request of shareholders holding 10% or more of the Funds' outstanding shares, must be called) for purposes such as electing or removing directors, changing fundamental policies or approving investment advisory contracts.

Control Persons and Principal Holders of Fund Shares

The following table sets forth the names, addresses and percentage ownership of each person who owns of record, or is known to management to own, beneficially 5% or more of a Fund's outstanding shares as of March 1, 2009. Other than those named below, no person controls any Fund.

RECORD OR BENEFICIAL OWNER	PERCENTAGE OWNERSHIP

GROWTH FUND:

Charles Schwab (record) 101 Montgomery Street San Francisco, CA 94104-4151	21.45%

National Financial Services LLC (record) 1 World Financial Center 200 Liberty Street, 5th Floor New York, NY 10281-5503	14.48%

All officers and directors of the Investment Company as a group (8 persons)	2.41%

RECORD OR BENEFICIAL OWNER

PERCENTAGE OWNERSHIP

MIDCAP FUND:

National Financial Services LLC (record) (1) 1 World Financial Center 200 Liberty Street, 5th Floor New York, NY 10281-5503	37.12%

Charles Schwab (record) (2) 101 Montgomery Street San Francisco, CA 94104-4151	35.33%

James Delaney III Trust (beneficial) (1) c/o Northern Trust 50 South LaSalle Street Chicago, IL 60675	18.15%

John W. Thompson (beneficial) (2) 1200 John Q. Hammons Drive Madison, WI 53717	14.15%

Thompson Investment Management, Inc. 401(k) Profit Sharing Plan (beneficial) (1) 1200 John Q. Hammons Drive Madison, WI 53717	12.69%

Plumb Trust Co. (record) 1200 John Q. Hammons Drive 2nd Floor Madison, WI 53701-1788	9.73%

All officers and directors of the Investment Company as a group (8 persons)	24.00%

BOND FUND:

Charles Schwab (record) 101 Montgomery Street San Francisco, CA 94104-4151	25.07%

National Financial Services LLC (record) 1 World Financial Center 200 Liberty Street, 5th Floor New York, NY 10281-5503	18.86%

Plumb Trust Co. (record) 1200 John Q. Hammons Drive 2nd Floor Madison, WI 53701-1788	7.42%

Great West Life & Annuity Insurance (record) Futurefunds II 8515 East Orchard Road Greenwood Village, CO 80111-5002	5.89%

Shapiro Foundation (beneficial) P.O. Box 1497 Madison, WI 53701-1497	5.55%

All officers and directors of the Investment Company as a group (8 persons)	0.15%

________________________________

(1)

The percentage beneficial ownership of the James Delaney III Trust and of the Thompson Investment Management, Inc. 401(k) Profit Sharing Plan shown in the table with respect to the MidCap Fund are also included within the amount of the percentage record ownership shown for National Financial Services LLC.

(2)	The percentage beneficial ownership of John W. Thompson shown in the table with respect to the MidCap Fund is also included within the amount of the percentage record ownership shown for Charles Schwab.

FINANCIAL STATEMENTS

The financial statements and related report of PricewaterhouseCoopers LLP, independent registered public accounting firm, contained in the Annual Report to Shareholders for the fiscal year ended November 30, 2008 are incorporated herein by reference. The Annual Report to Shareholders may be obtained without charge by writing to Thompson Plumb Funds, Inc., P.O. Box 701, Milwaukee, Wisconsin 53202 or by calling 1-800-999-0887.

EXHIBIT A

THOMPSON PLUMB FUNDS, INC.

PROXY VOTING POLICIES AND PROCEDURES

Introduction

Thompson Plumb Funds, Inc. (the "Funds") has adopted these Proxy Voting Policies and Procedures pursuant Investment Company Act Release IC-25922 ("Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies"). The Release, among other things, amended Items 13 and 22 of Form N-1A. New Item 13(f) requires each mutual fund to describe or include in its statement of additional information the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, including procedures that the fund uses when a vote presents a conflict between the interests of fund shareholders and those of the fund's investment adviser, principal underwriter or an affiliated person of the adviser or underwriter.

General Policies and Procedures

The Funds are managed with one goal in mind: to maximize shareholder value consistent with the Funds' investment objectives and policies. The Funds buy, hold and sell securities in pursuit of this goal. The Funds also exercise their rights as shareholders, including their voting rights, in the companies in which they invest in furtherance of this goal. The Funds take their voting rights seriously as they believe such rights are significant assets of the Funds. How the Funds vote on matters submitted to them in their capacity as shareholders of companies in their portfolio can have an impact on shareholder value.

The Funds typically invest in companies due, in part, to the strength, experience, quality and depth of their management. Management is entrusted with the day-to-day operations of a company, and a company's board of directors is responsible for long-range and other strategic planning decisions and corporate oversight. The Funds do not and cannot micromanage the companies in which they invest. While the Funds remain confident in the capabilities and motivations of a company's management (including its board of directors), the Funds will give considerable deference to the view of management with regard to matters submitted to a vote of shareholders. As a result, the Funds will frequently vote in a manner consistent with management's recommendations.

The Funds believe sound corporate governance adds value to shareholders of companies. The Funds will generally support matters which promote the corporate governance objectives: accountability of a company's management and board of directors to its shareholders; close alignment of the interests of management with those of shareholders; protection of shareholder rights, including voting rights; and accurate, understandable and timely disclosure of material information about a company's operations and financial performance.

Specific Matters

Specific matters of concern to the Funds include election of directors, equity-based compensation, corporate structure and shareholder rights, takeover deterrents and defense mechanisms, and social policy issues and shareholder proposals. Although the Funds do not have a policy of voting for or against any specific type of matter, the Funds will generally disfavor any matter that in its view is not in the best interests of a company's shareholders, particular their interest in the creation of value for their shares. The Funds will also not generally approve any matter that weakens the accountability of a company's management to shareholders, potentially skews the alignment of the interests of management with those of shareholders, abridges shareholder rights, deters legitimate change of control transactions or has the potential adverse economic effect on a company. The Funds will also vote against management's nominees for election as directors and other management recommendations if the Funds believe that management, including the board of directors, are failing to serve the best interests of their companies' stockholders.

A-1

Election of Directors . The Funds support a board of directors consisting of a majority of independent directors. The Funds also support the annual election of the entire board of directors. The Funds will generally resist efforts to create a staggered or classified board. The Funds will consider supporting attempts to de-classify existing Boards. The Funds also generally favor cumulative voting in the election of directors because it increases the shareholders' rights to effect change in the management of a company. However, other protections, such as a nominating committee comprised entirely of independent directors and a board consisting of a majority of independent directors, may make cumulative voting less important. The Funds also support the ability of shareholders to remove directors with or without cause and to fill vacancies on the board. In voting to elect or withhold support for a nominee to a company's board, the Funds will consider the experience and likely contribution of the nominee to the board and any committees of the board and his or her knowledge of the company and its industry.

Ratification of Independent Accountants . In considering whether to ratify the selection of independent accountants, the Funds will take into account the reputation of the accounting firm and the services it has or can provide to the company, and any other relationships it may have with the company, the company's board or its audit committee.

Equity-Based Compensation . The Funds believe that properly designed equity-based compensation plans, including restricted stock, option and purchase plans, effectively align the interests of shareholders with those of management and key employees. The Funds believe that equity-based compensation should be specifically tailored to achieve identifiable performance objectives. The Funds prefer restricted stock versus stock options because restricted stock better aligns shareholder interests with employee interests. The Funds are generally opposed to plans that substantially dilute their ownership interest in companies, provide participants with excessive awards or have other objectionable features and terms (such as de minimis exercise prices, automatic re-pricing features or the absence of vesting or holding period requirements).

The Funds also believe that management, particularly a company's executive officers, should be fairly compensated and provided appropriate incentives to create value for shareholders. However, the Funds will generally not support, without a valid justification, compensation or severance pay which is considered to be excessive, or bonuses and other incentives that are not tied to the creation of shareholder value.

Corporate Structure and Shareholder Rights . The Funds believe that shareholders generally should have voting power equal to their equity interest in a company and should be able to approve or reject matters by a simple majority vote. The Funds will generally support proposals to eliminate supermajority vote requirements and will generally vote against proposals to impose supermajority vote requirements. The Funds will also generally not support proposals for the creation of a separate class of common stock with greater or lesser voting rights. The Funds generally oppose proposals that eliminate or restrict the right of shareholders to call meetings or to take action by written consent in lieu of a meeting.

A-2

Takeover Deterrents . The Funds believe that the shareholders of a company should have the right to determine whether a change in control transaction is in their best interests. Although the Funds believe that in many change in control transactions a company's management plays an important role in increasing shareholder value, the Funds are skeptical of shareholder rights plans (i.e., poison pills) that would require management's involvement in the process. Some poison pills are subject to shareholder vote, mandatory periodic review by independent directors, short-term sunset provisions and qualified/permitted offer provisions, and may be acceptable to the Funds.

Proposals to increase the number of authorized shares of common stock or to create "blank check" preferred stock can also be used to deter takeover attempts that are not favored by management. However, additional authorized shares and blank check preferred stock are useful for legitimate financing needs. The Funds will therefore consider the likely uses and number of the additional authorized shares in determining how to vote on such proposals.

Social Policy Issues and Shareholder Proposals . The Funds generally will not support shareholder proposals on social policy issues or on a company's business practices, unless the Funds believe such proposals may have a beneficial effect on the company's stock price. Shareholder proposals typically relate to ordinary business matters which are more properly the responsibility of the company's management and its board of directors.

Delegation of Proxy Voting; Conflicts of Interest

The Funds delegate their proxy voting decisions to Thompson Investment Management, Inc., their investment adviser (the “Adviser”). The portfolio manager(s) of the Funds (who are employees of the Adviser) decide on how votes should be cast by the Funds, given their knowledge of the companies in which the Funds are invested and practices common in the companies' relevant industries. The Adviser and portfolio manager(s) are required to cast votes on behalf of the Funds strictly in accordance with these Proxy Voting Policies and Procedures.

Proxies of the Funds may be solicited by a company at times in which the Adviser or one of its affiliates has, or is seeking, a business relationships with such company or in which some other conflict of interest may be present. For example, the Adviser or an affiliate of the Adviser may manage the assets of an executive officer or a pension plan of the subject company, administer the subject company's employee benefit plan, or provide brokerage, investment, trust, consulting or other services to the subject company. Personal relationships may also exist between a representative of the Adviser and a representative of the company. By the same token a conflict of interest may be present between the Adviser or one of its affiliates and other persons, whether or not associated with the subject company, who may have a stake in the outcome of the vote. Under these circumstances the Adviser may be inclined to vote in a certain way to avoid possible damage to the Adviser's (or affiliate's) relationship or potential relationship, which could be inconsistent with the Adviser's responsibility to the Funds and their shareholders.

The Adviser will maintain a list of companies that present a potential conflict of interest with regard to the voting of proxies for the Funds managed by the Adviser. The portfolio manager(s) of the Funds with authority to vote proxies for the Funds will refer to the list before voting proxies. If a proxy relates to a company on the list, the matter shall be forwarded to the Adviser’s Proxy Review Committee and, when necessary, the President of the Adviser for further consideration. When the Adviser’s Proxy Review Committee or the Adviser’s President believes that a particular vote to be cast by the Adviser on behalf of the Funds presents a material conflict of interest, the Advisor should inform legal counsel to the Funds and explain the conflict. The Adviser will also be required to inform the Funds' Board of Directors of the conflict and seek guidance from the Board as to how the vote should be cast. The guidance provided by the Board of Directors, including a majority of the directors who are not "interested persons" of the Adviser, will be binding on the Adviser. Notwithstanding the above, the Board of Directors may establish a proxy voting committee, a majority of the members of which may not be "interested persons" of the Adviser, that will be authorized and directed to provide guidance to the Adviser on how to cast votes on behalf of the Fund if a material conflict of interest is present.

A-3

The Adviser has formed an internal Proxy Review Committee to identify non-routine matters and proposals with potential to create conflicts of interest, and to otherwise implement these Proxy Voting Policies and Procedures. The Proxy Review Committee will consist of officers and/or employees of the Adviser and will always include its Chief Compliance Officer.

Miscellaneous

These Proxy Voting Policies and Procedures are guidelines to be followed by the Adviser who is delegated the responsibility for voting proxies on behalf of the Funds. They are not hard and fast rules. Each matter on which the Funds are entitled to vote will be considered on a case-by-case basis and votes will be cast in a manner believed in good faith to be in the best interest of the Funds and its shareholders.

These Proxy Voting Policies and Procedures may be amended at any time by the Board of Directors of the Funds, including a majority of the directors who are not "interested persons" of the Adviser.

A-4

EXHIBIT B

THOMPSON PLUMB FUNDS, INC.

SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS

The Board of Directors of Thompson Plumb Funds, Inc. (the "Company") has adopted this Policy regarding the disclosure of information related to the portfolio holdings of the various mutual fund series (the "Funds") of the Company.

General Policy

Information about the portfolio holdings of the Funds is generally considered to be relevant and significant to persons in deciding to buy or sell shares of the Funds. Such information should be safeguarded as material, non-public information until publicly disclosed. This means, at a minimum, that information about the portfolio holdings of any Fund should not be selectively disclosed to investors or potential investors (or their advisers, consultants or intermediaries) or to any other persons unless there are legitimate Company business purposes for doing so and such persons are subject to a duty of confidentiality and trading restrictions.

Specific Authorized Public Disclosures

The Company shall post on its website a complete schedule of the securities and investments owned by each Fund (the "Holdings Schedule") as of the end of each calendar quarter. This posting shall be made within thirty (30) days of the end of such quarter. The Holdings Schedule of each Fund shall at least identify each security or investment and its market value at the end of the quarter. In addition, the Company shall disclose the investments of the Funds as required by the Investment Company Act of 1940, as amended, and the rules and regulations adopted by the Securities and Exchange Commission thereunder (the "Investment Company Act"). Currently, the Investment Company Act requires the Funds to file with the SEC a complete schedule of their portfolio holdings for the first and third quarters of each fiscal year on Form N-Q and for the second and fourth quarters of each fiscal year with their annual and semi-annual reports to shareholders on Form N-CSR. These forms are required to be filed with the SEC approximately 60 days following the end of the relevant fiscal quarter. Portfolio holdings of the Funds shall also be disclosed to the extent required by applicable law, including without limitation the Securities Act of 1933 and the Securities Exchange Act of 1934 such as in filings on Schedule 13D or 13G or Form 13F.

The Company may refer persons who seek information on portfolio holdings to the Holdings Schedule posted on the website or the Company may deliver a copy of a Holdings Schedule to them but not until after the Holdings Schedule has been posted on the website.

B-1

Prohibition Against Selective Disclosure

Other than the postings of Holdings Schedules as described above, as described under "Permissible Disclosure" below, or as required by law, no person associated with the Company or Thompson Investment Management, Inc. (the "Advisor") or any other service provider to the Funds shall disclose to any person any information regarding the portfolio holdings of any Fund. This prohibition includes a partial or complete list of the securities and other investments of any Fund, as well as information about a particular security or investment purchased, sold or held (or proposed to be purchased or sold) by a Fund. The Company shall advise its service providers (including without limitation, its Advisor distributor, Quasar Distributors, LLC (the "Distributor"); transfer agent, U.S. Bancorp Fund Services, LLC (the "Transfer Agent"); administrator and accounting agent, Thompson Investment Management, Inc. (the "Administrator and Accounting Agent"); custodian, U.S. Bank, National Association (the "Custodian"); counsel, Quarles & Brady LLP (the "Counsel"); and independent registered public accounting firm, PricewaterhouseCoopers LLP (the "Independent Registered Public Accounting Firm") of this Policy and determine the ability of such service providers to comply with it.

Permissible Disclosure

Notwithstanding the prohibitions above, the President or Vice President of the Company may disclose a Fund's portfolio holdings (including a more current list of holdings than the quarterly Holdings Schedule) to a recognized rating agency such as Morningstar or Lipper for its use in developing a rating for the Fund or in evaluating the category in which the Fund should be placed. In addition, (i) the President or Vice President of the Company (and the portfolio manager(s) of a Fund, after consultation with the Company's President) may disclose to a newspaper, magazine or television, cable or radio program that a Fund owns a particular security or securities within a particular industry, sector or market capitalization, and (ii) representatives of the Fund's Advisor or Distributor may discuss with shareholders and prospective investors, the Company's assessment and interest in a particular company whose securities are held in the Fund's portfolio, provided said security has been identified as a holding of the Fund in its most recently published list of securities holdings and provided the President of the Company has authorized and approved the disclosure. No disclosure permitted by either clause (i) or clause (ii) of the foregoing shall include disclosure of the number of shares or principal amount of the subject securities held by the relevant Fund or the percentage that any such position represents in the Fund or in the issuer of such securities and shall not include disclosure regarding whether the Fund is considering the purchase or sale of any of the subject securities.

Information about a Fund's portfolio holdings may be disclosed, without lag and when necessary, to the Fund's Advisor, Distributor, Administrator and Accounting Agent, Transfer Agent, Custodian, Counsel, Independent Registered Public Accounting Firm and other service providers only to the extent required by law or, subject to imposing appropriate conditions on the confidentiality and safekeeping of such information, only to the extent necessary to enable such service providers to carry out their specific duties, responsibilities and obligations to the Fund. The Fund's Advisor, Distributor, Administrator and Accounting Agent, Transfer Agent and Custodian generally have access to information about a Fund's portfolio holdings on a daily basis. The Fund's Counsel and Independent Registered Public Accounting Firm are generally provided with information about a Fund's portfolio holdings on a semi-annual basis.

B-2

Information about a Fund's portfolio holdings may also be disclosed if, in advance of such disclosure, it is established to the satisfaction of the Board of Directors, including a majority of Directors who are not "interested persons" of the Company, upon the advice of legal counsel, that such disclosure does not violate applicable securities laws and is in the best interests of shareholders of that Fund and that the recipient of such information has agreed to maintain the confidentiality of such information and will not trade on such information.

Reports to Board

The Company shall report to the Board of Directors on a quarterly basis the parties' compliance with this Policy.

Oversight of Policy

The Company's Chief Compliance Officer shall be responsible for overseeing this Policy and for ensuring that all appropriate parties acknowledge their understanding of this Policy. The Chief Compliance Officer shall periodically evaluate the effectiveness of this Policy and recommend to the Board of Directors modifications to this Policy.

Disclosure of Policy

The Prospectus for the Funds shall state that a description of this Policy is set forth in the Funds' Statement of Additional Information ("SAI") and the SAI shall describe this Policy.

B-3

EXHIBIT P

THOMPSON PLUMB FUNDS, INC.

and

THOMPSON INVESTMENT MANAGEMENT, INC.

CODE OF ETHICS WITH RESPECT TO

SECURITIES TRANSACTIONS OF ACCESS PERSONS

As Amended Through April 24, 2008

TABLE OF CONTENTS

Page

I.	INTRODUCTION	1

II.	DEFINITIONS	1

III.	STATEMENT OF GENERAL PRINCIPLES	4

IV.	RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES	4

V.	EXEMPT TRANSACTIONS	6

VI.	REPORTING REQUIREMENTS OF ACCESS PERSONS	7

VII.	COMPLIANCE MONITORING	10

VIII.	REVIEW BY BOARD OF DIRECTORS	10

IX.	RECORDS RETENTION	11

X.	CONFIDENTIAL TREATMENT	12

XI.	VIOLATIONS OF THIS CODE	12

XII.	WRITTEN ACKNOWLEDGEMENTS	12

XIII.	INTERPRETATION OF PROVISIONS	12

XIV.	AMENDMENTS TO THE CODE	12

APPENDIX A – LIST OF ACCESS PERSONS	A-1

APPENDIX B - PERSONAL TRADING REQUEST AND AUTHORIZATION FORM	B-1

APPENDIX C - INITIAL HOLDINGS REPORT	C-1

APPENDIX D - QUARTERLY TRANSACTION REPORT	D-1

APPENDIX E - ANNUAL HOLDINGS REPORT	E-1

APPENDIX F - ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS	F-1

APPENDIX G - ANNUAL CERTIFICATION	G-1

I. INTRODUCTION

Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act") requires investment companies, as well as their investment advisers and principal underwriters, to adopt written codes of ethics containing provisions reasonably necessary to prevent "access persons" from engaging in any act, practice, or course of business prohibited under the anti-fraud provisions of the Rule. Pursuant to the requirements of Rule 17j-1, Thompson Plumb Funds, Inc. (the "Funds") and Thompson Investment Management, Inc. ("Adviser") have adopted this Code of Ethics (the "Code") with respect to the securities transactions of the directors, officers, and certain employees of the Fund and the Adviser that come within the term "Access Person," as defined below. The Board of Directors of the Fund (including a majority of the independent directors) and the Board of Directors of the Adviser have approved this Code.

In addition, Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") requires federally registered investment advisers to establish, maintain and enforce written codes of ethics that include, among other matters, standards of business conduct required of "supervised persons," provisions requiring supervised persons to comply with applicable Federal Securities Laws, provisions requiring "access persons" to report their personal securities transactions and holdings and obtain approval before they acquire beneficial ownership of any security in an initial public offering or private placement. This Code has been adopted by the Adviser and is intended to comply with Advisers Act Rule 204A-1.

In addition to complying with the requirements of 1940 Act Rule 17j-1 and Advisers Act Rule 204A-1, this Code reflects the principal recommendations in the May 9, 1994 Report of the Investment Company Institute Advisory Group on Personal Investing. It is intended to provide guidance to access persons of the Fund and the Adviser in the conduct of their personal investments to eliminate the possibility of securities transactions occurring that place, or appear to place, such persons in conflict with the interests of the Fund, their shareholders, or the Adviser's clients. As required by 1940 Act Rule 17j-1, a copy of this Code has been filed with the Securities and Exchange Commission.

Your receipt of this Code for your review and signature means that you are a person to whom the Code applies. You are required to acknowledge in writing that you have received a copy of this Code, as well as any amendments to the Code. See Appendix F . You are required to certify annually that you have read, understood and complied with this Code. See Appendix G .

If you have any questions concerning this Code, please contact the Compliance Officer for the Adviser and/or Fund counsel.

II. DEFINITIONS

Access Person . "Access Person" means (1) any Advisory Person of the Funds or of the Adviser, and (2) any Supervised Person who has access to non-public information regarding any Client’s purchase or sale of Covered Securities or non-public information regarding the portfolio holdings of any Fund or who is involved in making securities recommendations to Clients, or has access to such recommendations that are non-public. All officers, directors, general partners and employees of the Funds and Advisor are considered Access Persons. The names of Access Persons are shown on Appendix A , which may be amended from time to time.

Adviser . The "Adviser" means Thompson Investment Management, Inc.

Advisory Person . "Advisory Person" means any director, officer, general partner or employee of the Funds or the Adviser (1) who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by or on behalf of the Funds, or (2) whose functions relate to the making of any recommendations with respect to such purchases or sales. In the event that any individual or company is in a Control relationship with the Funds or the Adviser, the term "Advisory Person" includes such individual company, or any employee of such a company to the same extent as an employee of the Funds or the Adviser.

Automatic Investment Plan . "Automatic Investment Plan" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.

Beneficial Ownership . "Beneficial Ownership" has the same meaning as used in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, except that the term applies to both debt and equity securities. "Beneficial Ownership" under Rule 16a-1(a)(2) includes accounts of a spouse, minor children who reside in an Access Person's home and any other relatives (parents, adult children, brothers, sisters, etc.) whose investments the Access Person directs or controls, whether the person lives with the Access Person or not, as well as accounts of another person (individual, partner, corporation, trust, custodian, or other entity) if by reason of any contract, understanding, relationship, agreement or other arrangement the Access Person obtains or may obtain therefrom a direct or indirect pecuniary interest. A person does not derive a direct or indirect pecuniary interest by virtue of serving as a trustee or executor unless he or a member of his immediate family has a vested interest in the income or corpus of the trust or estate. A copy of Release No. 34-18114 issued by the Securities and Exchange Commission on the meaning of the term "Beneficial Ownership" is available upon request from the Compliance Officer, and should be reviewed carefully by any Access Person before preparing any reports required by this Code.

Being Considered for Purchase or Sale . A security is "Being Considered for Purchase or Sale" when a recommendation to purchase or sell such security has been made and communicated by an Advisory Person of the Fund or the Adviser, in the course of his duties and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

Client . "Client" means any investment advisory client of the Adviser.

Compliance Officer . "Compliance Officer" means the Chief Compliance Officer of the Funds, as well as any designee appointed by such person.

Control . "Control" means the power to exercise a controlling influence over the management and policies of a company, unless such power is solely the result of an official position with such company.

Covered Security . "Covered Security" means any security, as defined in Section 2(a)(36) of the 1940 Act, except such term shall not include shares of registered open-end investment companies (other than the Funds or exchange-traded funds), direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper or, high quality short-term debt instruments, including repurchase agreements. A copy of Section 2(a)(36) of the 1940 Act is available from the Compliance Officer upon Request.

Disinterested Director . "Disinterested Director" means a director of the Funds or the Adviser who is not an "interested person" of the Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act, an "interested person" of the Adviser within the meaning of Section 2(a)(19)(B) of the 1940 Act. These directors have been designated by the Fund or the Adviser as appropriate.

Federal Securities Laws . "Federal Securities Laws" means the Securities Act of 1933, Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted by the SEC or the Department of the Treasury.

Funds . “Funds” mean Thompson Plumb Funds, Inc., including its various mutual fund series, and a “Fund” means any one of such series.

Fund Share . “Fund Share” means a share of common stock of any Fund.

Initial Public Offering . "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

Portfolio Manager . “Portfolio Manager” means a person who makes decisions as to the purchase or sale of portfolio securities of the Funds or Clients.

Private Placement . "Private Placement" means an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereto or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

Supervised Persons . "Supervised Persons" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and Control of the Adviser.

III. STATEMENT OF GENERAL PRINCIPLES

The following general fiduciary principles shall govern the personal investment activities of all Access Persons and Supervised Persons.

Each Access Person and Supervised Person shall adhere to the highest ethical standards and shall:

Recognize that the Adviser has fiduciary duties to the Funds and Clients, which involves a duty at all times to deal fairly with, and act in the best interests of, the Funds, their shareholders and Clients, including the duty to use reasonable care and independent professional judgment and to make full and fair disclosure of all material facts;

At all times, place the interests of the Funds, their shareholders and Clients before his personal interests;

Comply with the applicable Federal Securities Laws;

Conduct all personal securities transactions in a manner consistent with this Code, so as to avoid any actual or potential conflicts of interest, or any abuse of position of trust and responsibility; and

Not take any inappropriate advantage of his position with or on behalf of the Funds or the Adviser.

Report promptly any violations of this Code to the Compliance Officer.

Access Persons and Supervised Persons should follow not only the letter of this Code, but also its spirit and their transactions will be reviewed for this purpose.

IV. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

Prior Clearance Required for All Securities Transactions . Unless the transaction is exempt under Article V below, no Access Person (other than a Disinterested Director) may directly or indirectly, initiate, recommend, or in any other way participate in the purchase or sale of a Covered Security in which such Access Person has, or by reason of the transaction may acquire, any direct or indirect Beneficial Ownership, without first obtaining prior written clearance for such transaction from the Compliance Officer. When requesting prior clearance, each Access Person should be aware that:

All requests for prior clearance must be set forth in writing on the standard Personal Trading Request and Authorization Form, a copy of which is attached as Appendix B .

Prior clearance of a Covered Securities transaction is effective only for the same day on which clearance is granted.

The Funds and the Adviser shall retain a record of the approval of, and rationale supporting, any direct or indirect acquisition by an Access Person of Beneficial Ownership in Covered Securities.

Purchases and Sales Involving the Funds or Clients (Blackout Periods) . Unless the transaction is exempt under Article V below, no Access Person (other than a Disinterested Director) may effect a transaction in any Covered Security while the Fund or a Client has an open or pending order in that same or a related Covered Security until that order has been executed or cancelled. Additionally, no Portfolio Manager may purchase or sell, as beneficial owner, any equity Covered Security within seven calendar days before and after a Client or a series of the Funds that he or she manages trades in that equity Covered Security; provided, however, that if the equity Covered Security has a market capitalization of more than $5 billion at the time of the trade by the Client or applicable series of the Funds, the Portfolio Manager will not be subject to the seven-day blackout period but only to a prohibition on trading the equity Covered Security on the same day as the Client or applicable series of the Funds.

Equity Covered Securities with equity market capitalizations over $5 billion are believed to be sufficiently liquid and actively traded that transactions undertaken by a Portfolio Manager, Fund, or Client are highly unlikely to have any material impact on the market price of such Securities. If the subject transaction involves acquisition of an equity Covered Security with a market capitalization of $5 billion or less, the Compliance Officer shall consult a current list of all trades of equity Covered Securities by any Fund or Client managed by the Portfolio Manager within the preceding seven calendar days and confirm with the Portfolio Manager that he or she has no intention to trade the equity Covered Security for those accounts within the next seven days.

Short-Term Trading Profits . Short-term trading by Access Persons shall be prohibited. All sales and purchases (or purchases and sales) of the same or equivalent securities within 60 calendar days by an Access Person shall be reported to the Funds' Board of Directors. The Adviser will suggest to the Board appropriate penalties for violation of the short-term trading prohibition.

Initial Public Offerings . No Access Person may acquire any Beneficial Ownership in any equity Covered Securities (or securities convertible into equity Covered Securities) in an Initial Public Offering.

Short Sales of Securities By Portfolio Managers . No Portfolio Manager may engage in a short sale of a security for an account in which he or she has beneficial interest if such security is owned by a Fund or Client for whom that person is a Portfolio Manager.

Gifts . No Access Person may receive any gift or anything else of more than $100 value within any calendar year from any person, entity or person affiliated with an entity that does business with or on behalf of the Funds or the Adviser.

Private Placements . With regard to Private Placements, each Access Person shall:

Obtain express prior written approval from the Compliance Officer (who, in making such determination, shall consider among other factors, whether the investment opportunity should be reserved for the Funds or Clients, and whether such opportunity is being offered to such Access Person by virtue of his position with the Funds or the Adviser) for any acquisition of securities in a Private Placement; and,

If and after such authorization to acquire securities in a Private Placement has been obtained, disclose such personal investment in any subsequent consideration by a Fund (or any other investment company for which he acts in a capacity as an Access Person), or a Client for investment in that issuer arises.

If it is determined that a Fund or Client will purchase Securities of an issuer the shares of which have been previously obtained for personal investment by an Access Person, that decision shall be subject to an independent review by the Disinterested Directors with no personal interest in the issuer.

Service as a Director . No Access Person shall serve on a board of directors of a publicly traded company, absent prior written authorization by the Board of Directors of the Funds or of the Adviser (as the case may be), based upon a determination that such service would be consistent with the interests of the Funds and the Clients.

If board service of an Access Person is authorized by the Board of Directors of the Funds or the Adviser, such Access Person shall be isolated from the investment making decisions with respect to the company of which he is a director.

Confidentiality . No Access Person shall reveal to any other person (except in the normal course of his duties on behalf of the Fund or the Adviser) any information regarding securities transactions made, or securities Being Considered for Purchase or Sale, by or on behalf of the Funds or Clients.

V. EXEMPT TRANSACTIONS

The prohibitions described in Paragraphs A and B of Article IV above shall not apply to:

Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control, or in any account of the Access Person which is managed on a discretionary basis by a person other than the Access Person and, with respect to which the Access Person does not in fact influence or control purchase or sale transactions;

Purchases or sales that are non-volitional on the part of the Access Person, including mergers, recapitalizations or similar transactions;

Purchases that are part of an issuer's automatic dividend reinvestment plan;

Purchases or sales that are made pursuant to an Automatic Investment Plan;

Purchases or sales of a registered unit investment trust (other than exchange-traded funds) or closed-end management investment company;

Purchases or sales of shares of any of the Funds;

Purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

Purchases that are part of an investment club portfolio where an Access Person or Portfolio Manager maintains Beneficial Ownership of 20% or less provided that such transactions are reported quarterly to the Board; and

Purchases or sales that receive the prior approval of the Compliance Officer on the basis, determined from the investigation described in Section IV. B, that (a) the transaction is not potentially harmful to the Funds or Clients, (b) the transaction would be unlikely to affect the market in which the portfolio securities for the Fund are traded, (c) the transaction is not related economically to the securities to be purchased, sold, or held by the Funds or Clients and the decision to purchase or sell the security is not the result of material non-public information, (d) for transactions involving Access Persons, neither the Funds nor any Client has engaged in a transaction on the same trading day during which the Funds or Client has pending orders in that same or a related security until those orders have been executed or cancelled, or (e) for transactions involving Portfolio Managers where the subject equity Covered Security has an equity market capitalization of $5 billion or less, neither the Funds nor any Client has engaged in a transaction in the same or similar equity-related Covered Security within the past seven calendar days, and has no intention to do so within the next seven calendar days. As noted above, prior approval must be set forth in writing on the Personal Trading Request and Authorization Form ( Appendix B ).

VI. REPORTING REQUIREMENTS OF ACCESS PERSONS

Initial Holdings Report . Every Access Person (except Disinterested Directors) shall complete, sign and submit to the Compliance Officer an Initial Holding Report no later than 10 days after becoming an Access Person. The Initial Holdings Report (attached hereto as Appendix C ) shall include the following information:

The title and type, exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security and Fund Share in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

The date on which the report is submitted by the Access Person.

The information contained in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

Quarterly Transaction Reports . Every Access Person (except Disinterested Directors) shall complete, sign and submit to the Compliance Officer a Quarterly Transaction Report (attached hereto as Appendix D ) which discloses the information with respect to transactions during the quarter in any Covered Security and Fund Share in which such Access Person has, or by reason of such transaction, acquires any direct or indirect Beneficial Ownership in the Covered Security and Fund Share. The Quarterly Transaction Report shall be submitted no later than 30 days after the end of each calendar quarter, whether or not there has been a transaction for the quarter. In the ordinary course, the Quarterly Transaction Report will be prepared by the Compliance Officer or her designee based on Personal Trading Request and Authorization Forms received during the preceding quarter. The Quarterly Transaction Report will then be signed by the Access Person. Such preparation of the Quarterly Transaction Report by the Compliance Officer or her designee shall not relieve Access Persons from the duty to report previously-undisclosed personal trades executed during the preceding quarter. For any transaction in a Covered Security and/or Fund Share during the quarter in which the Access Person had any direct or indirect Beneficial Ownership, the Quarterly Transaction Report shall contain the following information:

The date of the transaction, the title and type, exchange ticker symbol or CUSIP number (as applicable), interest rate and maturity date (if applicable), the number of shares and the principal amount of the Covered Security or Fund Share involved;

The nature of the transaction, i.e. , purchase, sale or any other type of acquisition or disposition;

The price of the Covered Security or Fund Share at which the transaction was effected;

The name of the broker, dealer, or bank with or through whom the transaction was effected; and

The date on which the report is submitted by the Access Person.

For any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person, the Quarterly Transaction Report shall contain the following information:

The name of the broker, dealer or bank with whom the Access Person established the account;

The date on which the account was established; and

The date on which the report is submitted by the Access Person.

In lieu of the report provided as Appendix D , the reporting person may provide copies of monthly or quarterly brokerage statements reflecting equivalent information, provided the reporting person dates and signs each such statement.

Annual Holdings Report . Every Access Person (except Disinterested Directors) shall complete, sign and submit to the Compliance Officer an Annual Holdings Report no later than 30 days following the end of the calendar year. The Annual Holdings Report (attached hereto as Appendix E ) shall contain the following information (which shall be current as of a date no more than 45 days before the report is submitted):

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

The date on which the report is submitted by the Access Person.

Disinterested Directors . A Disinterested Director shall report a transaction in a Covered Security or Fund Share on a Quarterly Transaction Report if the director, at the time of the transaction, knew or, in the ordinary course of fulfilling his official duties as a director should have known that, during the 15-day period immediately before or after the date of the transaction by the director, the Covered Security is or was purchased or sold by a Fund or Client or was considered for purchase or sale.

Absence of Control . An Access Person shall not be required to submit an Initial Holdings, Quarterly Transaction or Annual Holdings Report with respect to transactions effected for, and Covered Securities and Fund Shares held in, any account over which the person has no direct or indirect influence or control.

Confirmations . All Access Persons (other than Disinterested Directors) shall direct their brokers to supply to the Compliance Officer on a timely basis, duplicate copies of confirmations of all personal securities transactions.

Disclaimer of Beneficial Ownership . No Initial Holdings, Quarterly Transaction or Annual Holdings Report shall be construed as an admission by the person making such report that he has any direct or indirect Beneficial Ownership in the security to which the report relates.

Potential Conflicts of Interest . Every Access Person shall immediately report to the Compliance Officer any factors of which the Access Person is aware that would be relevant to a conflict of interest analysis, including the existence of any substantial economic relationship between the Access Person's transactions and securities held or to be acquired by the Funds or Clients. These factors may include, for example, officerships or directorships with issuers or Beneficial Ownership of more than 0.5% of the total outstanding shares of any issuer whose shares are publicly traded or that may be initially offered to the public in the foreseeable future.

Notification of Reporting Obligation . All Access Persons having a duty to file Initial Holdings, Quarterly Transaction and Annual Holdings Reports hereunder shall be informed of such duty by the Chief Compliance Officer and shall be provided with a copy of this Code. Once informed of the duty to file an Initial Holdings, Quarterly Transaction and Annual Holdings Report, an Access Person has a continuing obligation to file each such report in a timely manner, whether or not the Access Person had any securities transactions or changes in securities ownership have occurred.

VII. COMPLIANCE MONITORING

The Compliance Officer shall review all Initial Holdings, Quarterly Transaction and Annual Holdings Reports, confirmations, and other materials provided to her regarding personal securities transactions by Access Persons to ascertain compliance with the provisions of this Code. The Compliance Officer shall date each Initial Holdings, Quarterly Transaction and Annual Holdings Report the day it is received and shall sign the Report to verify the date of receipt. The Compliance Officer shall also maintain a list of the names of person(s) responsible for reviewing those reports. The Compliance Officer shall institute any additional procedures necessary to monitor the adequacy of such reports and to otherwise prevent or detect violations of this Code. Upon discovery of a violation of this Code, it shall be the responsibility of the Compliance Officer to report such violation to the management of the Adviser and its Board of Directors, as well as to the Board of Directors of the Funds.

VIII. REVIEW BY BOARD OF DIRECTORS

The Compliance Officer shall regularly (but not less frequently than annually) furnish to the Board of Directors of the Funds a written report regarding the administration of this Code. This report shall describe issues that arose during the previous year under this Code including, but not limited to, information about material violations of this Code and related procedures, and sanctions imposed as a result of these violations. The report shall also certify to the Board of Directors that the Funds have adopted procedures reasonable necessary to prevent its Access Persons from violating this Code. The Board of Directors of the Funds shall consider this report and determine whether amendments to the Code or procedures are necessary. If any such report indicates that any change to this Code is advisable, the Compliance Officer shall make an appropriate recommendation to the Board of Directors.

The Compliance Officer shall inquire into any apparent violation of this Code and shall report any apparent violation requiring remedial action to the Funds’ Board of Directors. Upon finding such a violation of this Code, including the filing of any false, incomplete, or untimely Initial Holdings Report, Quarterly Transaction Report or Annual Holdings Report, or the failure to obtain prior clearance of any personal securities transaction, the Board of Directors may impose any sanction or take such remedial actions as it deems appropriate. No director shall participate in a determination of whether he has committed a violation of this Code or of the imposition of any sanction against himself.

IX. RECORDS RETENTION .

The Fund and the Adviser shall maintain, at their respective principal places of business, records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rules 17-1 and 31a-2(f)(1) under the 1940 Act and Rule 204-2 under the Advisers Act, and shall make these records available to the Securities and Exchange Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

Retention of Copy of Code of Ethics . A copy of this Code, and any version in effect at any time during the past five years, shall be maintained in an easily accessible place;

Record of Violations . A record of any violation of this Code and of any action taken as a result of such violation shall be maintained in any easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

Copy of Forms and Reports . A copy of each Personal Trading Request and Authorization Form and each Initial Holdings Report, Quarterly Transaction Report and Annual Holdings Report prepared and filed by an Access Person pursuant to this Code shall be maintained for a period of not less than five years from the end of the fiscal year in which such report is made, the first two years in an easily accessible place;

Written Acknowledgements . A record of all written acknowledgments of receipt of this Code from each person who is, or within the past five years was, an Access Person or Supervised Person shall be preserved in an early accessible place;

List of Access Persons . A list of all persons who are, or within the past five years of business were, Access Persons and thus required to file Personal Trading Request and Authorization Forms, Initial Holdings Reports, Quarterly Transaction Report and Annual Holdings Reports pursuant to this Code shall be maintained in an easily accessible place; and

Board Reports . A copy of each written report furnished to the Fund's Board of Directors as set forth in Article VII above must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

The Fund and the Advisor shall also maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of Private Placement securities, and any other purchases or sales of securities, for not less than five years following the end of the fiscal year in which the approval is granted.

X. CONFIDENTIAL TREATMENT

All reports and other records required to be filed or maintained under this Code shall be treated as confidential, except to the extent required by law.

XI. VIOLATIONS OF THIS CODE

Violations of this Code may result in the imposition of sanctions or the taking of such remedial steps as the Fund and/or the Adviser may deem appropriate, including, but not limited to, unwinding the transaction or, if impractical, disgorgement of any profit from the transaction, a letter of censure, reduction in salary, and suspension or termination of employment. No director or officer of the Funds or the Adviser shall participate in a determination of whether he has committed a violation of this Code or of the imposition of any sanction against himself.

In addition, the Funds or the Adviser may report any violations to the appropriate regulatory authority, including the Securities and Exchange Commission.

XII. WRITTEN ACKNOWLEDGEMENTS

Each Access Person and Supervised Person shall receive a copy of this Code when they become an Access Person or Supervised Person and any amendments thereto, and each Access Person and Supervised Person shall provide a written acknowledgement of receipt of this Code and any amendment thereto in the form attached as Appendix F .

XIII. INTERPRETATION OF PROVISIONS

The Board of Directors of the Funds or the adviser, or management of the Adviser may, from time to time, adopt such interpretations of this Code as such Board or management deems appropriate.

XIV. AMENDMENTS TO THE CODE

Any material change to the Code subsequent to its approval must be approved within six months of the change by the Board of Directors of the Funds. Any material amendment to the Code shall be effective 30 calendar days after written notice of such amendment shall have been received by the Compliance Officer, unless the Board of Directors of the Funds or the management or the Board of Directors of the Adviser, as appropriate, expressly determines that such amendment shall become effective on an earlier date or shall not be adopted.

APPENDIX A

LIST OF ACCESS PERSONS

CCO or her designee maintains current list of access persons.

Available upon request.

A-1

APPENDIX B

PERSONAL TRADING REQUEST AND AUTHORIZATION FORM

This Personal Trading Request must be completed by every access person prior to any personal trade in covered securities. Personal trades in Fund shares do not require authorization. 1

Name of access person: ____________ Date of proposed transaction: ____________

Name of the issuer and dollar amount or number of securities of the issuer proposed to be purchased or sold: ___________________________________________________

______________________________________________________________________

Nature of transaction ( i.e. , purchase, sale): 2 __________________________________

______________________________________________________________________

Do any of the Funds own the covered securities you propose to buy or sell?

Yes _____ (Name of Fund) No ___ Don't Know___

Are you or is a member of your immediate family an officer or director of the issuer of the securities or any affiliate 3 of the issuer? Yes ____ No ____

If yes, please describe:

Describe the nature of any direct or indirect professional or business relationship that you may have with the issuer of the securities. 4 _______________________________

______________________________________________________________________

Market capitalization, exchange ticker symbol (or CUSIP number), and principal trading market for the covered securities of the issuer : _______________________________

______________________________________________________________________

Do you have any material nonpublic information concerning the issuer?

Yes ____ No _____

Do you beneficially own more than 0.5% of the outstanding equity securities of the issuer?

Yes _____ No _____

If yes, please report the name of the issuer and the total number of shares "beneficially owned": ____________________________________________________

______________________________________________________________________

1	The terms “access person,” “covered securities” and “Fund shares” are defined in the Code of Ethics.

2	If other than a market order, please describe any proposed limits.

3	For purposes of this question, "affiliate" includes (i) any entity that directly or indirectly owns, controls, or holds with power to vote 5% or more of the outstanding voting securities of the issuer and (ii) any entity under common control with the issuer.

4	A "professional relationship" includes, for example, the provision of legal counsel or accounting services. A "business relationship" includes, for example, the provision of consulting services or insurance coverage.

B-1

Are you aware of any facts regarding the proposed transaction, including the existence of any substantial economic relationship, between the proposed transaction and any securities held or to be acquired by the Fund that may be relevant to a determination as to the existence of a potential conflict of interest? 5 Yes ____ No ____

If yes, please describe: _____________________________________________

______________________________________________________________________

To the best of your knowledge and belief, the answers that you have provided above are true and correct.

________________________		_______________________________
Dated		Signature

Facts that would be responsive to this question include, for example, the receipt of "special favors" from a stock promoter, such as participation in a private placement or initial public offering, as an inducement to purchase other securities for the Funds. Another example would be investment in securities of a limited partnership that in turn owned warrants of a company formed for the purpose of effecting a leveraged buy-out in circumstances where the Fund might invest in securities related to the leveraged buyout. The foregoing are only examples of pertinent facts and in no way limits the types of facts that may be responsive to this question.

B-2

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	Form N-1A
	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	¨
	Pre-Effective Amendment No.	¨
	Post-Effective Amendment No. 28	ý
	and/or
	REGISTRATION STATEMENT UNDER THE
	INVESTMENT COMPANY ACT OF 1940	¨
	Amendment No. 30	ý
	(Check Appropriate box or boxes)

	Thompson Plumb Funds, Inc.
	(Exact Name of Registrant as Specified in Charter)

	1200 JOHN Q. HAMMONS DRIVE
	FIFTH FLOOR
	MADISON, WISCONSIN 53717
	(Address of Principal Executive Offices) (Zip Code)

	Registrant’s Telephone Number, including Area Code: (608) 827-5700

	John W. Thompson
	1200 John Q. Hammons Drive
	Fifth Floor
	Madison, Wisconsin 53717
	(Name and Address of Agent for Service)

	Copy to:
	Fredrick G. Lautz, Esq.
	Quarles & Brady LLP
	411 East Wisconsin Avenue
	Milwaukee, Wisconsin 53202

	It is proposed that this filing will become effective (check appropriate box):
	¨ immediately upon filing pursuant to paragraph (b)
	ý on March 31, 2009 pursuant to paragraph (b)
	¨ 60 days after filing pursuant to paragraph (a)(1)
	¨ on (date) pursuant to paragraph (a)(1)
	¨ 75 days after filing pursuant to paragraph (a)(2)
	¨ on (date) pursuant to paragraph (a)(2) of Rule 485

	If appropriate, check the following box:
	¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment

Growth Fund Average Annual Total Returns (for the periods ended December 31, 2008)
	1 Year			5 Years			10 Years
Return Before Taxes		-47.66	%		-10.59	%		-0.45	%
Return After Taxes on Distributions		-47.77	%		-11.28	%		-1.76	%
Return After Taxes on Distributions and Sale of Fund Shares		-30.83	%		-8.22	%		-0.41	%
S&P 500 Index (1) (reflects no deduction for fees, expenses, or taxes)		-37.00	%		-2.19	%		-1.38	%

	1 Year	5 Years	10 Years
Return Before Taxes	-2.10%	2.42%	4.22%
Return After Taxes on Distributions	-4.34%	0.62%	2.18%
Return After Taxes on Distributions and Sale of Fund Shares	-1.35%	1.06%	2.38%
Barclays Capital Intermediate Govt./Credit 1-10 year Index (1) (reflects no deductions for fees, expenses or taxes)	5.08%	4.22%	5.43%
Barclays Capital Govt./Credit 1-5 year Index (2) (reflects no deductions for fees, expenses or taxes)	5.13%	3.96%	5.10%

	Growth Fund	MidCap Fund	Bond Fund
Management Fees	0.92%	1.00%	0.65%
Distribution (12b-1) Fees	None	None	None
Other Expenses	0.35%	7.40%	0.53%
Total Annual Fund Operating Expenses	1.27%	8.40%	1.18%
Less: Fee Waiver and/or Expense Reimbursement	--	(7.10%) (1)	(0.38%) (2)
Net Expenses	1.27%	1.30%	0.80%

	1 Year	3 Years	5 Years	10 Years
Growth Fund	$129	$403	$697	$1,534
MidCap Fund	$132	$1,816	$3,387	$6,870
Bond Fund	$82	$337	$612	$1,398

RISK/RETURN SUMMARY	3
Thompson Plumb Growth Fund	3
Thompson Plumb MidCap Fund	5
Thompson Plumb Bond Fund	6

FEES AND EXPENSES	10

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS	11
Growth Fund	11
MidCap Fund	11
Bond Fund	12
Risks	13
Other Information	16
Fund Holdings Information	16

MANAGEMENT	17
Investment Advisor	17
Portfolio Managers	17
Additional Information About Portfolio Managers	19

HOW TO BUY SHARES	19
General	19
Purchase Procedures	21
Exchange of Fund Shares	24
Availability of Money Market Fund	24

HOW TO SELL SHARES	25
General	25
Redemption Procedures	26
Receiving Redemption Proceeds	27
Other Redemption Information	28

OTHER INFORMATION	29
Determination of Net Asset Value	29
Excessive Account Activity	29
Authorized Broker-Dealers	31
Dividends and Distributions	31
Taxes	31
Retirement Accounts and Plans	32
Privacy Notice to Our Customers	32
Delivery of Documents to Shareholders	33
Website	34

FINANCIAL HIGHLIGHTS	35

To open an account:	$2,500 per Fund ($2,000 per IRA account)

To add to an account:	$100 ($50 for Automatic Investment Plan and Automatic Exchange Plan)

	Year Ended November 30,
	2008		2007		2006		2005		2004
GROWTH FUND

Net Asset Value, Beginning of Period		$45.86		$49.95		$45.85		$46.03		$42.45

Income from Investment Operations
Net investment income		0.29		0.36		0.35		0.27		0.46
Net realized and unrealized gains (losses) on investments		(19.59)		(2.49)		5.14		0.54		3.26
Total from Investment Operations		(19.30)		(2.13)		5.49		0.81		3.72

Less Distributions
Distributions from net investment income		(0.41)		(0.34)		(0.27)		(0.44)		(0.14)
Distributions from net realized gains		(6.40)		(1.62)		(1.12)		(0.55)		--
Total Distributions		(6.81)		(1.96)		(1.39)		(0.99)		(0.14)

Net Asset Value, End of Period		$19.75		$45.86		$49.95		$45.85		$46.03

Total Return		(49.29%)		(4.52%)		12.32%		1.76%		8.77%

Ratios/Supplemental Data
Net assets, end of period (millions)		$133.9		$533.9		$759.0		$1,030.7		$1,485.9
Ratios to average net assets:
Ratio of expenses		1.27%		1.13%		1.12%		1.08%		1.05%
Ratio of expenses without reimbursement*		1.27%		1.13%		1.12%		1.09%		1.06%
Ratio of net investment income		0.56%		0.62%		0.63%		0.50%		1.12%
Ratio of net investment income without reimbursement*		0.56%		0.62%		0.63%		0.49%		1.11%
Portfolio turnover rate		43%		29%		17%		20%		29%


	March 31, 2008 (inception) through November 30, 2008
MIDCAP FUND

Net Asset Value, Beginning of Period		$10.00

Income from Investment Operations
Net investment income		0.04
Net realized and unrealized losses on investments		(3.86)
Total from Investment Operations		(3.82)
Less Distributions
Distributions from net investment income		-
Distributions from net realized gains		-
Total Distributions		-

Net Asset Value, End of Period		$6.18

Total Return		(38.20%)	(1)

Ratios/Supplemental Data

Net assets, end of period (millions)		$2.3
Ratios to average net assets:
Ratio of expenses		1.30%	(2)
Ratio of expenses without reimbursement		8.40%	(2)
Ratio of net investment income		0.79%	(2)
Ratio of net investment loss without reimbursement		(6.30%)	(2)
Portfolio turnover rate		50%	(1)

Name	Position with Thompson Investment Management, Inc.	Other Affiliations

John W. Thompson	President	Director of the Registrant since 1987; Chairman of the Registrant from 1987 to January 2009; Chief Executive Officer of the Registrant since 2005; President of the Registrant since January 2009.

John C. Thompson	Vice President	President and Chief Operating Officer of the Registrant from 2005 to January 2009.

Penny M. Hubbard	Vice President - Administrative Services	Chief Financial Officer and Treasurer of the Registrant since 2005.

Nedra S. Pierce	Chief Compliance Officer	Chief Compliance Officer of the Registrant since 2006.

Jason L. Stephens	Secretary	Secretary of the Registrant since 2005; Vice President of the Registrant since 2009; Chief Compliance Officer of the Registrant until 2006.

Colleen Curliss	Chief Financial Officer	None.

Name and Principal Business Address	Positions and Offices with Underwriter	Positions and Offices with Registrant

James R. Schoenike 615 East Michigan Street Milwaukee, WI 53202	President, General Securities Principal, FINRA Executive Officer and Board Member	None

Joe Bree 615 East Michigan Street Milwaukee, WI 53202	Financial Operations Principal	None

Andrew M. Strnad 615 East Michigan Street Milwaukee, WI 53202	Secretary	None

Teresa Cowan 615 East Michigan Street Milwaukee, WI 53202	Chief Compliance Officer, General Securities Principal and Assistant Secretary	None

Susan LaFond 615 East Michigan Street Milwaukee, WI 53202	Treasurer	None

Eric W. Falkeis 777 E. Wisconsin Avenue Milwaukee, WI 53202	Board Member	None

Joe Redwine 615 East Michigan Street Milwaukee, WI 53202	Board Member	None

Robert Kern 777 E. Wisconsin Avenue Milwaukee, WI 53202	Board Member	None

/s/ John W. Thompson John W. Thompson Director, Chief Executive Officer and President (Principal Executive Officer)	/s/ John W. Feldt* John W. Feldt Director
/s/ Penny Hubbard Penny Hubbard Chief Financial Officer (Principal Financial Officer)	/s/ Patricia Lipton * Patricia Lipton Director
/s/ Donald A. Nichols* Donald A. Nichols Chairman

Exhibit Number	Description	Incorporated Herein By Reference To	Filed Herewith

(A)(1)	Registrant’s Amended and Restated Articles of Incorporation	Post-Effective Amendment No. 12 to the Registrant’s Registration Statement on Form N-1A (Reg. No. 33-6418) (the “Registration Statement”)

(A)(2)	Articles of Amendment to Registrant’s Amended and Restated Articles of Incorporation	Post-Effective Amendment No. 17 to the Registration Statement

(A)(3)	Articles of Amendment to Registrant’s Amended and Restated Articles of Incorporation	Post-Effective Amendment No. 19 to the Registration Statement

(A)(4)	Articles of Amendment to Registrant’s Amended and Restated Articles of Incorporation	Post-Effective Amendment No. 22 to the Registration Statement

(A)(5)	Articles of Amendment to Registrant’s Amended and Restated Articles of Incorporation	Post-Effective Amendment No. 24 to the Registration Statement

(A)(6)	Articles of Amendment to Registrant’s Amended and Restated Articles of Incorporation	Post-Effective Amendment No. 26 to the Registration Statement

(B)	Registrant’s Amended and Restated Bylaws	Post-Effective Amendment No. 23 to the Registration Statement
(C)	None

(D)(1)	Investment Advisory Agreement between Registrant and Thompson Investment Management LLC for the Growth and Bond Funds	Post-Effective Amendment No. 22 to the Registration Statement

THOMPSON PLUMB FUNDS, INC.	QUASAR DISTRIBUTORS, LLC

By: ______________________________	By: ________________________________

Name: John W. Thompson	Name: James R. Schoenike

Title: Chief Executive Officer	Title: President

	Thompson Plumb Funds, Inc.

	By:	/s/ John W. Thompson
		Name: John W. Thompson
		Title: hief Executive Officer

	Bank :	U.S. Bank National Association
		425 Walnut Street, Mail Location CN-OH-W6TC Cincinnati, Ohio 45202 Attention: Shelly L. Allen Telephone: (513) 639-6404 Telecopy: (651) 767-9200

	Borrower:	Thompson Plumb Funds, Inc. 1200 John Q. Hammons Drive, 5 th floor Madison, Wisconsin 53717 Attention: John W. Thompson Telephone: (608) 827-5700 Telecopy: (608) 827-7300

	(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

THOMPSON PLUMB FUNDS, INC.		U.S. BANCORP FUND SERVICES, LLC

By:________________________________		By:______________________________
Name: John W. Thompson		Name: Michael R. McVoy
Title: Chief Executive Officer		Title: Executive Vice President

Name of Series	Date Added
Thompson Plumb Growth Fund	2/10/92
Thompson Plumb Bond Fund	2/10/92
Thompson Plumb MidCap Fund	3/31/08

___	I confirm that the above-described proposed transaction appears to be consistent with the policies described in the Code and that the conditions necessary 6 for approval of the proposed transaction have been satisfied.

___	I do not believe the above-described proposed transaction is consistent with the policies described in the Code or that the conditions necessary for approval of the proposed transaction have been satisfied.

__________________________	________________________________
Date Submitted	Signature

Title/Type	Ticker Symbol/CUSIP Number	Number of Shares	Principal Amount

	the purchase of securities sold
	within the last 60 days)? Yes o No o

	(c)	any security purchased in an
		initial public offering? Yes o No o

___________________________________	__________________________
Date Submitted	Signature