FMI FUNDS, INC. FORM OF SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT

Exhibit (h)(iii)

FMI FUNDS, INC.

FORM OF SECOND AMENDMENT TO THE FUND ADMINISTRATION

SERVICING AGREEMENT

THIS SECOND AMENDMENT dated as of the ___ day of ______, 2013, to the Fund Administration Servicing Agreement, dated as of October 1, 2009, as amended to date (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").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the Company and USBFS desire to amend the Agreement to add a fund; and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.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 Second 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. BANCORP FUND SERVICES, LLC
By:  ____________________________	By:  ____________________________
Name:	Name:
Title:	Title:

Amended Exhibit A

to the

Fund Administration Servicing Agreement

Fund Names

Separate Series of the FMI Funds, Inc.

Name of Series

FMI Focus Fund

FMI Large Cap Fund

FMI International Fund

FMI Common Stock Fund