FMI MUTUAL FUNDS, INC.
                           100 EAST WISCONSIN AVENUE
                                   STE 2200
                          MILWAUKEE, WISCONSIN 53202
                 VOTE BY TELEPHONE, ON THE INTERNET OR BY MAIL
                          Vote this proxy card TODAY!

Your prompt response will save your Fund the expense of additional mailings.
Sign, date and return this proxy card using the enclosed envelope

                Special Meeting of Shareholders - June 28, 2005

FMI Woodland Small Capitalization Value Fund

The undersigned hereby appoints Ted D. Kellner and Donald S. Wilson and each
of them as proxies, each with full power of substitution to act for and vote
on behalf of the undersigned all shares of the above fund, which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Shareholders to be held at the principal offices of Fiduciary
Management, Inc., to be held at 100 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202 at 10:00a.m. Central time on June 27, 2005, or at any
adjournments or postponements thereof, on the items described on the other
side of this form, as set forth in the Notice of Special Meeting of
Shareholders and the accompanying Combined Prospectus/Proxy Statement dated
May 31, 2005, receipt of which is acknowledged by the undersigned.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

                   IT IS IMPORTANT THAT THIS PROXY BE SIGNED
                    AND RETURNED IN THE ENCLOSED ENVELOPE



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(Signatures if held jointly (Title(s), if required))          (Sign in the Box)

                                NOTE: Please date and sign exactly as name or
                                names appear hereon and return in the enclosed
                                envelope, which requires no postage. When
                                signing as attorney, executor, trustee,
                                guardian or officer of a corporation please
                                give title as such.

                         (CONTINUED ON REVERSE SIDE)






                  |   Please fill in box as shown using black or blue ink
                  |   or number 2 pencil.                                  /X/
                  |                PLEASE DO NOT USE FINE POINT PENS.


If a choice is specified for the proposal, this proxy will be voted as
indicated. IF NO CHOICE IS SPECIFIED FOR THE PROPOSAL, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL. In their discretion the proxies are authorized to vote upon
such other business as may properly come before the Special Meeting. The Board
of Directors of FMI Mutual Funds, Inc. unanimously recommends a vote "FOR" the
proposal.




                                                                                                
                                                                                 FOR     AGAINST    ABSTAIN
1.      To approve an Agreement and Plan of Reorganization providing for         /_/       /_/        /_/
        the acquisition of all of the assets and certain stated
        liabilities of the FMI Woodland Small Capitalization Value Fund,
        a class of FMI Mutual Funds, Inc.

        This proxy may be revoked at any time prior to the exercise of the
        powers conferred thereby.

        PLEASE INDICATE ANY CHANGE OF ADDRESS BY CHECKING THE BOX AT THE RIGHT   /_/
        AND WRITING THE CHANGE OF ADDRESS BELOW.

        Change of Address
        _______________________________________________
        _______________________________________________
        _______________________________________________





                      |          PLEASE SIGN AND DATE ON THE REVERSE SIDE           |
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