0000897069-24-001907 Sample Contracts

FORM INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2024 • Fmi Funds Inc

entered into effective as of the ___ day of December, 2024, between FMI FUNDS, INC., a Maryland corporation (the “Company”), and FIDUCIARY MANAGEMENT, INC., a Wisconsin corporation (the “Adviser”).

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SECOND AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 30th, 2024 • Fmi Funds Inc

THIS SECOND AMENDMENT (the “Amendment”) to the Amended and Restated Transfer Agent Servicing Agreement, dated as of January 1, 2019, as amended (the "Agreement"), effective as of the last date in the signature block below (the “Effective Date”), 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").

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 30th, 2024 • Fmi Funds Inc

THIS THIRD AMENDMENT (the “Amendment”) to the Fund Administration Servicing Agreement, dated as of January 1, 2017, as amended (the "Agreement"), effective as of the last date in the signature block below (the “Effective Date”) 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").

THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 30th, 2024 • Fmi Funds Inc

THIS THIRD AMENDMENT (the “Amendment”), to the Fund Accounting Servicing Agreement, dated as of January 1, 2017, as amended (the "Agreement"), effective as of the last date in the signature block below (the “Effective Date”), 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").

FORM AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2024 • Fmi Funds Inc • Delaware

This amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of March 31, 2022 by and between FMI Funds, Inc., a Maryland corporation, on behalf of its series (collectively, the “Client”), and Foreside Financial Services, LLC (the “Distributor”) is entered into as of December ___, 2024 (the “Effective Date”).

SECOND AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • September 30th, 2024 • Fmi Funds Inc

THIS SECOND AMENDMENT (the “Amendment”) to the Amended and Restated Custody Agreement, dated as of January 1, 2019, as amended (the "Agreement"), effective as of the last date in the signature block below (the “Effective Date”), 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”).

FORM OF AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 30th, 2024 • Fmi Funds Inc • Maryland

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December ___, 2024, 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”).

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