Quarterly Review - June 30, 2008

FMI Focus Fund

Investment Objective
Seeks capital appreciation through investments in stocks of companies of all sizes, including small- to mid-capitalization U.S. companies.

Manager - The FMI Focus Fund (the "Fund") is advised by Fiduciary Management, Inc. of Milwaukee and sub-advised by Broadview Advisors, LLC. Both firms are 100% employee owned.

Investment Professionals - Richard E. Lane, CFA and Glenn Primack of Broadview Advisors, LLC are primarily responsible for the day-to-day management of the Fund.

Strategy - The Fund invests in stocks of companies of all sizes, but primarily invests in small- to mid-capitalization (i.e., less than $5.0 billion of market capitalization) companies, which have substantial capital appreciation potential. Many of these companies have little or no following by the major stock brokerage firms. We look for stocks of businesses that are selling at what we believe are substantial discounts to prices that accurately reflect their future earnings prospects. The Fund takes a "focused" approach to investing, meaning the Fund conducts extensive research (i.e. focuses) on each prospective investment before purchasing.

Fund Information

Inception Date	12/16/1996
Net Assets	$693.4 million
Net Asset Value	$28.39
Expense Ratio	1.54%
Ticker	FMIOX

Top Ten Holdings

Altera Corp.	3.0%
Kennametal Inc.	2.9%
Dresser-Rand Group, Inc.	2.7%
Arrow Electronics, Inc.	2.7%
Charles River Laboratories Int'l, Inc.	2.6%
Family Dollar Stores, Inc.	2.5%
Exterran Holdings Inc.	2.4%
Cytec Industries Inc.	2.4%
Molex Inc. Cl A	2.4%
Beckman Coulter, Inc.	2.3%

Portfolio Characteristics

Weighted average market cap	$3.0 billion
Median market cap	$1.8 billion
P/E ratio (forward 4 quarters)	14.8x
Estimated L-T earnings growth rate	15.0%
Number of holdings	70

Top Ten Sectors

Performance	Q2 2008	One Year	Three Years	Five Years	Ten Years	Since Inception
Fund	1.10%	-16.53%	4.64%	8.47%	12.39%	17.34%
Russell 2000 Index1	0.58%	-16.19%	3.79%	10.29%	5.52%	7.38%
Russell 2000 Growth Index2	4.47%	-10.83%	6.08%	10.37%	2.80%	4.15%

Note: Returns for periods longer than one year are annualized. Inception of the Fund was 12/16/96. Returns may not match those reported by other sources such as Morningstar due to slight valuation differences at the end of the reporting period.

Manager Commentary - The U.S. economy has to work through some serious issues, namely banking, housing, and energy. In our opinion, valuations are going to be low again. We are medium and long-term optimists. Next decade, this time period may be thought of as the good old days of investing. We are patiently redeploying funds and making changes to the portfolio.

The returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance since the above time period may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.fmifunds.com.

For more information about the FMI Family of Funds, including fees and expenses, call 800-811-5311 for a free prospectus (also available from www.fmifunds.com). Please read the prospectus carefully to consider the investment objectives, risks, charges and expenses before investing or sending money. The prospectus contains this and more information. Please read the prospectus carefully before investing.

¹The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index which comprises the 3,000 largest U.S. companies based on total market capitalization.

²The Russell 2000 Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.