1. Employment. The Company hereby employs the Adviser to manage the investment and reinvestment of the assets of the Fund and to administer its business and administrative operations, subject to the direction of the Board of Directors of the Company (the “Board of Directors” or the “Board”) and the officers of the Company, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment for the compensation herein provided and agrees during such period to render the services and to assume the obligations herein set forth.

2. Authority of the Adviser. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Company or the Fund in any way or otherwise be deemed an agent of the Company or the Fund. However, one or more shareholders, officers, directors or employees of the Adviser may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation, as amended, restated or supplemented, or any applicable statute or regulation, or to relieve or deprive the Board of Directors of its responsibility for and control of the affairs of the Fund.

(1)

The Adviser shall furnish to the Company adequate office space, which may be space within the offices of the Adviser or in such other place as may be agreed upon from time to time, and all office furnishings, facilities and equipment as may be reasonably required for performing services relating to advisory, research, asset allocation, sub-advisor selection and evaluation activities and otherwise managing and administering the business and operations of the Fund.

(2)

The Adviser shall employ or provide and compensate the executive, administrative, secretarial and clerical personnel necessary to supervise the provision of the services set forth in sub-paragraph 3(A)(1) and shall bear the expense of providing such services, except as provided in Section 4 of this Agreement. The Adviser shall also compensate all officers and employees of the Company who are officers or employees of the Adviser or its affiliated companies.

(2)

The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“Sub-Advisor[s]”) pursuant to an agreement between the Adviser, the Company and each such Sub-Advisor (“Sub‑Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Sub-Advisor, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s assets assigned to the Sub-Advisor and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Sub-Advisor to purchase, hold or sell a security for the Fund’s portfolio.

(4)

The Adviser shall research and evaluate Sub-Advisors and shall advise the Board of Directors of the Company of the Sub-Advisors which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Sub-Advisor; shall determine the portion of the Fund’s assets to be managed by each Sub-Advisor; shall recommend changes or additions of Sub-Advisors when appropriate; and shall coordinate the investment activities of the Sub-Advisors.

The Adviser will make available and provide financial, accounting and statistical information required by the Fund for the preparation of registration statements, reports and other documents required by federal and state securities laws, and with such information as the Fund may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the underwriting and distribution of the Fund’s shares.

To the extent the Fund is operated as an exchange-traded fund, the Adviser shall provide, or cause to be provided, such services as are reasonably necessary for the operation of the Fund as an exchange-traded fund in accordance with applicable law and the policies and procedures approved by the Board. Without limiting the generality of the foregoing, the Adviser shall: (i) assist in monitoring purchase and redemption activity in creation units; (ii) determine, designate or assist in determining or designating the identity, quantity and weighting of the securities, instruments and cash, if any, to be included in the Fund’s creation and redemption baskets, including any custom baskets, and communicate such information to the Fund’s service providers as appropriate; (iii) coordinate with the Fund’s custodian, administrator, transfer agent, distributor and other relevant service providers with respect to basket composition, creation and redemption activity, cash substitutions and related operational matters; (iv) assist the Fund in complying with the rules and requirements of the national securities exchange on which the shares of the Fund are listed and with Rule 6c-11 under the 1940 Act, to the extent applicable; and (v) provide such holdings, transaction, valuation and other portfolio-related information as may be reasonably necessary to support the Fund’s required website disclosures, basket dissemination, fair valuation processes and other operational or regulatory requirements applicable to exchange-traded funds.

4. Expenses. The Adviser will pay all expenses incurred by it in connection with providing services under this Agreement. In addition, for no additional compensation, the Adviser shall pay all other operating expenses of the Fund, with the exception of the following: (i) the management fees paid to the Adviser pursuant to this Agreement; (ii) distribution fees and expenses paid by the Fund under distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act; (iii) interest expenses; (iv) brokerage expenses, trading expenses and other expenses (such as stamp taxes) in connection with the execution of portfolio transactions or in connection with creation or redemption transactions; (v) compensation paid to the Independent Directors and fees paid to Independent Directors’ counsel; (vi) tax expenses and governmental fees; (vii) acquired fund fees and expenses; and (viii) extraordinary expenses not incurred in the course of ordinary business.

5. Compensation of the Adviser. For the services provided and expenses assumed pursuant to this Agreement with respect to the Fund, the Company, on behalf of the Fund, shall pay to the Adviser an advisory fee, paid monthly, based on the average daily net assets of the Fund, as determined by valuations made as of the close of each business day during the month. The advisory fee shall be 1/12 of 0.60% of the average daily net assets of the Fund. For any month in which this Agreement is not in effect for the entire month, such fee shall be reduced proportionately on the basis of the number of calendar days during which it is in effect and the fee computed upon the average daily net assets of the business days during which it is so in effect. The advisory fee payable by the Fund shall be satisfied only against the assets of the Fund and not against the assets of any other series of the Company. The Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to reimburse the Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Adviser.

6. Ownership of Shares of the Fund. The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

7. Exclusivity. The services of the Adviser to the Fund hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others as long as the services hereunder are not impaired thereby. Although the Adviser has agreed to permit the Company to use the name “FMI”, if it so desires, it is understood and agreed that the Adviser reserves the right to use and to permit other persons, firms or corporations, including investment companies, to use such name.

8. Liability. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder, or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Brokerage Commissions. The Adviser, subject to the control and direction of the Board of Directors, and any Sub-Advisors, subject to the control and direction of the Board of Directors and the Adviser, shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund and for the selection of the markets on or in which the transactions will be executed. The Adviser or the Sub-Advisors may cause the Fund to pay a broker‑dealer which provides brokerage and research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), to the Adviser or the Sub-Advisors a commission for effecting a securities transaction in excess of the amount another broker‑dealer would have charged for effecting such transaction, if the Adviser or the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the executing broker‑dealer viewed in terms of either that particular transaction or his overall responsibilities with respect to the accounts as to which he exercises investment discretion (as defined in Section 3(a)(35) of the Exchange Act). The Adviser shall provide such reports as the Board of Directors may reasonably request with respect to the Fund’s total brokerage and the manner in which that brokerage was allocated.

10. Code of Ethics. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and has provided the Company with a copy of the code of ethics and evidence of its adoption. Upon the written request of the Company, the Adviser shall permit the Company to examine the reports required to be made by the Adviser pursuant to Rule 17j-1(c)(1).

11. Compliance. The Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Exchange Act, the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Fund, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting the Fund’s portfolio securities and performing the Adviser’s obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company if the Fund has elected to be treated as a regulated investment company under the Code. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any of the foregoing.

12. Business Continuity and Cybesecurity. The Adviser shall maintain a commercially reasonable business continuity/disaster recovery plan (the “Adviser Business Continuity Plan”). The Adviser shall test the Adviser Business Continuity Plan at least annually and to notify the Fund of the results of such test at an appropriate time. The Adviser shall maintain commercially reasonable cybersecurity policies and procedures, and shall comply with all applicable privacy, data protection, and information security laws, including, without limitation, Regulation S-P, as amended. The Adviser shall notify the Fund promptly of any cybersecurity breaches that relate to the services being provided by the Adviser pursuant to this Agreement. Without limiting the foregoing, the Adviser shall notify the Fund as soon as possible, and in no event later than seventy-two (72) hours after becoming aware that a breach in security has occurred resulting in unauthorized access to a customer information system maintained by the Adviser.

13. Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Company. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser may, to the extent consistent with its fiduciary duty to the Company and with Rule 206(4)-6 under the Advisers Act, employ a third-party firm that specializes in corporate governance research and advising on proxy voting to assist the Adviser, subject to the Adviser’s oversight, in exercising the Adviser’s proxy voting responsibilities. The Company further acknowledges that, to the extent consistent with its fiduciary duty to the Company and with Rule 206(4)-6 under the Advisers Act, the Adviser may vote proxies for securities held by the Company differently than it votes proxies for the same securities held by other of the Adviser’s clients.

14. Holdings Information and Pricing. The Adviser shall provide regular reports regarding Fund holdings, and shall, on its own initiative, furnish the Company and its Board from time to time with whatever information the Adviser believes is appropriate for this purpose. The Adviser agrees to immediately notify the Company if the Adviser reasonably believes that the value of any security held by the Fund may not reflect its fair value. The Adviser agrees to provide any pricing information of which the Adviser is aware to the Company, its Board and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Company’s valuation procedures for the purpose of calculating the Fund’s net asset value in accordance with procedures and methods established by the Board.

15. Cooperation with Agents. The Adviser agrees to cooperate with and provide reasonable assistance to the Company, any Company custodian or foreign sub-custodians, any Company pricing agents and all other agents and representatives of the Company, such information with respect to the Fund as they may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

16. Compliance Reports. The Adviser shall notify the Company immediately upon detection of (i) any material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of the Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Company with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser will promptly notify the Company in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Company (excluding class action suits in which the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

17. Fund Disclosure Documents. The Adviser has reviewed and will in the future review, the Registration Statement, and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, other reports filed with the Securities and Exchange Commission and any marketing material of the Fund (collectively the “Disclosure Documents”) and represents and warrants that with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

18. Conflicts. The Adviser shall act honestly, in good faith and in the best interests of the Company including requiring any of its personnel with knowledge of Fund activities to place the interest of the Fund first, ahead of their own interests, in all personal trading scenarios that may involve a conflict of interest with the Fund, consistent with its fiduciary duties under applicable law.

19. Amendments. This Agreement may be amended by the mutual consent of the parties; provided, however, that in no event may it be amended without the approval of the Board of Directors in the manner required by the 1940 Act, and, if required by the 1940 Act, by the vote of the majority of the outstanding voting securities of the Fund, as defined in the 1940 Act.

20. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Directors or by a vote of the majority of the outstanding voting securities of the Fund, as defined in the 1940 Act, upon giving sixty (60) days’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time upon the giving of sixty (60) days’ written notice to the Company. This Agreement shall terminate automatically in the event of its assignment (as defined in Section 2(a)(4) of the 1940 Act). Subject to prior termination as hereinbefore provided, the Agreement was in effect for an initial period of two years ending _______, 2028, and is now in effect indefinitely, but only so long as the continuance after such initial period is specifically approved annually by (i) the Board of Directors or by the vote of the majority of the outstanding voting securities of the Company, as defined in the 1940 Act, and (ii) the Board of Directors in the manner required by the 1940 Act, provided that any such approval may be made effective not more than sixty (60) days thereafter.

22. Obligations of the Company; Limitation of Liability. The name “FMI Funds, Inc.” refers to the Company as a Maryland corporation and to its directors solely in their capacities as directors of the Company and not individually. The obligations of the Company under this Agreement are made on behalf of the Fund and are not binding upon any of the directors, officers, employees, agents or shareholders of the Company individually, but are binding only upon the assets and property of the Fund. No series of the Company shall be liable for the obligations of any other series, and all persons dealing with the Company or any series of the Company must look solely to the assets of the applicable series for the enforcement of any claims arising hereunder.

23. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland, without giving effect to the conflicts of laws principles thereof; provided, however, that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or any rule or order of the Securities and Exchange Commission thereunder.

24. Severability. If any provision of this Agreement shall be held or made invalid, unenforceable or illegal by a court of competent jurisdiction, statute, rule, regulation or otherwise, such invalidity, unenforceability or illegality shall attach only to such provision and shall not affect or render invalid, unenforceable or illegal any other provision of this Agreement, and this Agreement shall be carried out as if any such invalid, unenforceable or illegal provision were not contained herein.