EXHIBIT (D)(2)

                               FIRST AMENDMENT TO
                          INVESTMENT ADVISORY AGREEMENT

      THIS FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT (this "Amendment")
is made as of this 31st day of March, 2007, between Thompson Plumb Funds, Inc.,
a Wisconsin corporation (the "Corporation"), and Thompson Investment Management,
LLC, a Delaware limited liability company (the "Adviser").

                                   WITNESSETH

      WHEREAS, Corporation and Adviser entered into an Investment Advisory
Agreement, dated January 16, 2004 (the "Agreement"), pursuant to which the
Corporation retains the Adviser to render investment management services to
certain of its series;

      WHEREAS, effective April 1, 2007, Adviser and all its operations will
merge with TIM Holdings, Inc., a Delaware corporation and sole shareholder of
Adviser (the "Merger"), with the surviving entity being named Thompson
Investment Management, Inc.; and

      WHEREAS, Corporation and Adviser wish to amend the Agreement to reflect
the name change of Adviser which will result from the Merger.

      NOW THEREFORE, in consideration of the premises and mutual covenants set
forth in the Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all parties hereto, the
parties hereto agree as follows:

      1. Effective April 1, 2007, all references in the Agreement to "Thompson
Investment Management, LLC, a Delaware limited liability company" are hereby
replaced by "Thompson Investment Management, Inc., a Delaware corporation."



      IN WITNESS WHEREOF, each of the parties hereto caused this Amendment to be
executed on its behalf by its authorized officer as of the date first written
above.

                                        THOMPSON PLUMB FUNDS, INC.


                                        By:
                                            ------------------------------------
                                            John W. Thompson, Chairman and
                                            Chief Executive Officer


                                        THOMPSON INVESTMENT MANAGEMENT, LLC


                                        By:
                                            ------------------------------------
                                            John W. Thompson, President