FMI FUNDS, INC. SIXTH AMENDMENT TO THE CUSTODY AGREEMENT
Exhibit (g)(vi)
FMI FUNDS, INC.
SIXTH AMENDMENT TO THE CUSTODY AGREEMENT
THIS SIXTH AMENDMENT dated as of the 1st day of November, 2014, to the Custody Agreement dated as of September 21, 2010, as amended December 31, 2010, December 16, 2011, December 21, 2012, February 28, 2013 and December 20, 2014 (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").
RECITALS
WHEREAS, the parties have entered into the Custody Agreement; and
WHEREAS, the Company and the Custodian desire to amend the Custody Agreement; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Amended Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.
Amended Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| FMI FUNDS, INC. | U.S. BANK, N.A. |
| By: /s/ Xxxx X. Xxxxxxxx | By: /s/ Xxxxxxx X. XxXxx |
| Name: Xxxx X. Xxxxxxxx | Name: Xxxxxxx X. XxXxx |
| Title: Vice President | Title: Senior Vice President |
1
Amended Exhibit C
to the
Fund Names
Separate Series of the FMI Funds, Inc.
Name of Series
FMI Large Cap Fund
FMI International Fund
FMI Common Stock Fund
2
Amended Exhibit D to the
FMI Funds, Inc.
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DOMESTIC CUSTODY SERVICES
ANNUAL FEE SCHEDULE
FMI Funds--Effective 03/01/13
(list of funds below updated 11/1/2014 to remove FMI
Focus Fund
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Annual fee based upon market value of Fund Complex:
¨ [ ]% ([ ]basis points) on first $[ ]
¨ [ ]% ([ ]basis points) on balance
Minimum annual fee $[ ]per Fund.
Plus portfolio transaction fees.
¨ CCO Support $[ ]per year
The Following Funds are covered under this Fee Schedule:
¨ FMI Common Stock Fund
¨ FMI Large Cap Fund
¨ FMI International Fund
Portfolio Transaction Fees
$ [ ]/U.S. Bank repurchase agreement transaction
$ [ ]/book entry DTC transaction/Federal Reserve transaction/principal paydown
$ [ ]/short sale
$ [ ]/option/future contract written, exercised or expired
$ [ ]/mutual fund trade/Fed wire/margin variation Fed wire
$ [ ]/ per portfolio transaction processes through our New York custodian definitive security (physical)
$ [ ]/disbursement (waived if U.S. Bancorp is Administrator)
$ [ ]/segregated account per year
§ A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
§ No charge for maturity of Commercial Paper.
§ No charge for the initial conversion free receipt.
§ Overdrafts – charged to the account at prime interest rate plus [ ].
Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.
Fees are billed monthly.
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3
EXHIBIT D (continued) to the Custody Agreement – FMI Funds, Inc.
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GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE
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||||||||
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
|
Argentina
|
All
|
[ ]
|
$[ ]
|
Lebanon
|
All
|
[ ]
|
$[ ]
|
|
|
Australia
|
All
|
[ ]
|
$[ ]
|
Lithuania
|
All
|
[ ]
|
$[ ]
|
|
|
Austria
|
All
|
[ ]
|
$[ ]
|
Luxembourg
|
All
|
[ ]
|
$[ ]
|
|
|
Bahrain
|
All
|
[ ]
|
$[ ]
|
Malaysia
|
All
|
[ ]
|
$[ ]
|
|
|
Bangladesh
|
All
|
[ ]
|
$[ ]
|
Mali*
|
All
|
[ ]
|
$[ ]
|
|
|
Belgium
|
All
|
[ ]
|
$[ ]
|
Malta
|
All
|
[ ]
|
$[ ]
|
|
|
Benin*
|
All
|
[ ]
|
$[ ]
|
Mauritius
|
All
|
[ ]
|
$[ ]
|
|
|
Bermuda
|
All
|
[ ]
|
$[ ]
|
Mexico
|
All
|
[ ]
|
$[ ]
|
|
|
Botswana
|
All
|
[ ]
|
$[ ]
|
Morocco
|
All
|
[ ]
|
$[ ]
|
|
|
Brazil
|
All
|
[ ]
|
$[ ]
|
Namibia
|
All
|
[ ]
|
$[ ]
|
|
|
Bulgaria
|
All
|
[ ]
|
$[ ]
|
Netherlands
|
All
|
[ ]
|
$[ ]
|
|
|
Burkina Faso*
|
All
|
[ ]
|
$[ ]
|
New Zealand
|
All
|
[ ]
|
$[ ]
|
|
|
Canada
|
All
|
[ ]
|
$[ ]
|
Niger*
|
All
|
[ ]
|
$[ ]
|
|
|
Cayman Islands*
|
All
|
[ ]
|
$[ ]
|
Nigeria
|
All
|
[ ]
|
$[ ]
|
|
|
Channel Islands*
|
All
|
[ ]
|
$[ ]
|
Norway
|
All
|
[ ]
|
$[ ]
|
|
|
Chile
|
All
|
[ ]
|
$[ ]
|
Oman
|
All
|
[ ]
|
$[ ]
|
|
|
China“A” Shares
|
All
|
[ ]
|
$[ ]
|
Pakistan
|
All
|
[ ]
|
$[ ]
|
|
|
China“B” Shares
|
All
|
[ ]
|
$[ ]
|
Peru
|
All
|
[ ]
|
$[ ]
|
|
|
Columbia
|
All
|
[ ]
|
$[ ]
|
Philippines
|
All
|
[ ]
|
$[ ]
|
|
|
Costa Rica
|
All
|
[ ]
|
$[ ]
|
Poland
|
All
|
[ ]
|
$[ ]
|
|
|
Croatia
|
All
|
[ ]
|
$[ ]
|
Portugal
|
All
|
[ ]
|
$[ ]
|
|
|
Cyprus*
|
All
|
[ ]
|
$[ ]
|
Qatar
|
All
|
[ ]
|
$[ ]
|
|
|
Czech Republic
|
All
|
[ ]
|
$[ ]
|
Romania
|
All
|
[ ]
|
$[ ]
|
|
|
Denmark
|
All
|
[ ]
|
$[ ]
|
Russia
|
Equities/Bonds
|
[ ]
|
$[ ]
|
|
|
Ecuador
|
All
|
[ ]
|
$[ ]
|
Russia
|
MINFINs
|
[ ]
|
$[ ]
|
|
|
Egypt
|
All
|
[ ]
|
$[ ]
|
Senegal*
|
All
|
[ ]
|
$[ ]
|
|
|
Estonia
|
All
|
[ ]
|
$[ ]
|
Singapore
|
All
|
[ ]
|
$[ ]
|
|
|
Euromarkets(3)
|
All
|
[ ]
|
$[ ]
|
Slovak Republic
|
All
|
[ ]
|
$[ ]
|
|
|
Finland
|
All
|
[ ]
|
$[ ]
|
Slovenia
|
All
|
[ ]
|
$[ ]
|
|
|
France
|
All
|
[ ]
|
$[ ]
|
South Africa
|
All
|
[ ]
|
$[ ]
|
|
|
Germany
|
All
|
[ ]
|
$[ ]
|
South Korea
|
All
|
[ ]
|
$[ ]
|
|
|
Ghana
|
All
|
[ ]
|
$[ ]
|
Spain
|
All
|
[ ]
|
$[ ]
|
|
|
Greece
|
All
|
[ ]
|
$[ ]
|
Sri Lanka
|
All
|
[ ]
|
$[ ]
|
|
|
Guinea Bissau*
|
All
|
[ ]
|
$[ ]
|
Swaziland
|
All
|
[ ]
|
$[ ]
|
|
|
Hong Kong
|
All
|
[ ]
|
$[ ]
|
Sweden
|
All
|
[ ]
|
$[ ]
|
|
|
Hungary
|
All
|
[ ]
|
$[ ]
|
Switzerland
|
All
|
[ ]
|
$[ ]
|
|
|
Iceland
|
All
|
[ ]
|
$[ ]
|
Taiwan
|
All
|
[ ]
|
$[ ]
|
|
|
India
|
All
|
[ ]
|
$[ ]
|
Thailand
|
All
|
[ ]
|
$[ ]
|
|
|
Indonesia
|
All
|
[ ]
|
$[ ]
|
Togo*
|
All
|
[ ]
|
$[ ]
|
|
|
Ireland
|
All
|
[ ]
|
$[ ]
|
Trinidad & Tobago*
|
All
|
[ ]
|
$[ ]
|
|
|
Israel
|
All
|
[ ]
|
$[ ]
|
Tunisia
|
All
|
[ ]
|
$[ ]
|
|
|
Italy
|
All
|
[ ]
|
$[ ]
|
Turkey
|
All
|
[ ]
|
$[ ]
|
|
|
Ivory Coast
|
All
|
[ ]
|
$[ ]
|
UAE
|
All
|
[ ]
|
$[ ]
|
|
|
Jamaica*
|
All
|
[ ]
|
$[ ]
|
United Kingdom
|
All
|
[ ]
|
$[ ]
|
|
|
Japan
|
All
|
[ ]
|
$[ ]
|
Ukraine
|
All
|
[ ]
|
$[ ]
|
|
|
Jordan
|
All
|
[ ]
|
$[ ]
|
Uruguay
|
All
|
[ ]
|
$[ ]
|
|
|
Kazakhstan
|
All
|
[ ]
|
$[ ]
|
Venezuela
|
All
|
[ ]
|
$[ ]
|
|
|
Kenya
|
All
|
[ ]
|
$[ ]
|
Vietnam*
|
All
|
[ ]
|
$[ ]
|
|
|
Latvia
|
Equities
|
[ ]
|
$[ ]
|
Zambia
|
All
|
[ ]
|
$[ ]
|
|
|
Latvia
|
Bonds
|
[ ]
|
$[ ]
|
|||||
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
Base Fee - A monthly base charge of $[ ] per account (fund) will apply.
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§
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Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request).
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§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
Straight Through Processing – fees waived.
Cash Transactions:
|
§
|
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $[ ].
|
Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than [ ] ([ ]) months with the client will be charged $[ ] per claim.
Out of Pocket Expenses
|
§
|
Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
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A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
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§
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SWIFT reporting and message fees.
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4
