0000898531-14-000042 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 29th, 2014 • Fmi Funds Inc

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement”), made this 31st day of December, 2010, between FMI FUNDS, INC., a Maryland corporation (the “Company”), and FIDUCIARY MANAGEMENT, INC., a Wisconsin corporation (the “Adviser”).

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FMI FUNDS, INC. FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Servicing Agreement • January 29th, 2014 • Fmi Funds Inc

THIS FOURTH AMENDMENT dated as of the 20th day of December, 2013, to the Transfer Agent Servicing Agreement, dated as of December 17, 2003, as amended March 23, 2006, December 21, 2007, and December 31, 2010 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Wisconsin corporation (the "Company") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FMI FUNDS, INC. FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 29th, 2014 • Fmi Funds Inc

THIS FOURTH AMENDMENT dated as of the 28th day of February, 2013, to the Custody Agreement dated as of September 21, 2010, as amended December 31, 2010, December 16, 2011 and December 21, 2012 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Maryland corporation (the "Company") and U.S. Bank, N.A., a national banking association (the "Custodian").

FMI FUNDS, INC. SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Servicing Agreement • January 29th, 2014 • Fmi Funds Inc

THIS SECOND AMENDMENT dated as of the 20th day of December, 2013, to the Fund Administration Servicing Agreement, dated as of October 1, 2009, as amended December 31, 2010 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Wisconsin corporation (the "Company") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 29th, 2014 • Fmi Funds Inc
FMI FUNDS, INC. FIFTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 29th, 2014 • Fmi Funds Inc

THIS FIFTH AMENDMENT dated as of the 20th day of December, 2013, to the Custody Agreement dated as of September 21, 2010, as amended December 31, 2010, December 16, 2011, December 21, 2012 and February 28, 2013 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Maryland corporation (the "Company") and U.S. Bank, N.A., a national banking association (the "Custodian").

FMI FUNDS, INC. SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Servicing Agreement • January 29th, 2014 • Fmi Funds Inc

THIS SECOND AMENDMENT dated as of the 20th day of December, 2013, to the Fund Accounting Servicing Agreement, dated as of October 1, 2009, as amended December 31, 2010 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Wisconsin corporation (the "Company") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2014 • Fmi Funds Inc

THIS SECOND AGREEMENT is made as of December 1, 2013, by and between FMI Funds, Inc. (individually a “Fund” and collectively, the “Funds”) and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

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