EX-99.77B ACCT LTTR 2 internalcontrolreport.htm EX-99.77B ACCT LTTR
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
FMI Funds, Inc.

In planning and performing our audit of the financial statements of
FMI Funds, Inc. comprising FMI Large Cap Fund, FMI Common Stock
Fund, and FMI International Fund (the "Funds") as of and for the year
ended September 30, 2017, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Funds' internal control over financial reporting,
including controls over safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Funds' internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and
maintaining effective internal control over financial reporting.  In
fulfilling this responsibility, estimates and judgments by management
are required to assess the expected benefits and related costs of
controls.  A fund's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles (GAAP).  A fund's internal control over financial reporting
includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with GAAP, and that receipts and expenditures of the fund are being
made only in accordance with authorizations of management and
directors of the fund; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections
of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or
employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis.  A
material weakness is a deficiency, or combination of deficiencies, in
internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Funds'
annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Funds' internal control over financial
reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control
that might be material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in the Funds' internal control over
financial reporting and its operation, including controls over
safeguarding securities, that we consider to be a material weakness as
defined above as of September 30, 2017.

This report is intended solely for the information and use of
management and the Board of Directors of the Funds and the
Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.


/s/ Cohen & Company, LTD.
COHEN & COMPANY, LTD.
Cleveland, Ohio
November 1, 2017