0000894189-19-008612 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 20th, 2019 • Fmi Funds Inc

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement”), made and entered into as of the 31st day of December, 2019, between FMI FUNDS, INC., a Maryland corporation (the “Company”), and FIDUCIARY MANAGEMENT, INC., a Wisconsin corporation (the “Adviser”).

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FIRST AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 20th, 2019 • Fmi Funds Inc

THIS FIRST AMENDMENT to the Amended and Restated Transfer Agent Servicing Agreement, dated as of January 1, 2019 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Maryland corporation (the "Company"), and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company ("Fund Services"), and is effective December 31, 2019.

FOURTH AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 20th, 2019 • Fmi Funds Inc

THIS FOURTH AMENDMENT is made as of December 31, 2019, by and between FMI Funds, Inc. (the “Funds”) and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 20th, 2019 • Fmi Funds Inc

THIS SECOND AMENDMENT, to the Fund Administration Servicing Agreement, dated as of January 1, 2017 and amended effective January 1, 2019 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Maryland corporation (the "Company"), and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company ("Fund Services"), and is effective December 31, 2019.

AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 20th, 2019 • Fmi Funds Inc • Maryland

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December 31, 2019, by and between FMI Funds, Inc., a Maryland corporation (the “Company”), on behalf of the FMI Large Cap Fund, the FMI Common Stock Fund, the FMI International Fund and the FMI International Fund II – Currency Unhedged (each a “Fund” and, collectively, the “Funds”), each a series of the Company, and Fiduciary Management, Inc., the Funds’ investment adviser (the “Adviser”).

FIRST AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • December 20th, 2019 • Fmi Funds Inc

THIS FIRST AMENDMENT to the Amended and Restated Custody Agreement, dated as of January 1, 2019 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Maryland corporation (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”), and is effective December 31, 2019.

SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 20th, 2019 • Fmi Funds Inc

THIS SECOND AMENDMENT, to the Fund Accounting Servicing Agreement, dated as of January 1, 2017 as amended effective January 1, 2019 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Maryland corporation (the "Company"), and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company ("Fund Services"), and is effective December 31, 2019.

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