FMI COMMON STOCK FUND, INC. FUND ACCOUNTING SERVICING AGREEMENT
FMI
COMMON STOCK FUND, INC.
THIS AGREEMENT is made and entered into
as of this 1st day
of October, 2009, by and between FMI COMMON STOCK FUND, INC., a
Wisconsin corporation (the “Company”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
WHEREAS, the Company is registered
under the Investment Company Act of 1940, as amended (the “1940 Act”), as an
open-end management investment company, and is authorized to issue shares of
beneficial interest in securities and other assets;
WHEREAS, USBFS is, among other things,
in the business of providing mutual fund accounting services to investment
companies; and
WHEREAS, the Company desires to retain
USBFS to provide accounting services to the fund of the Company listed on Exhibit A hereto (as
amended from time to time) (the “Fund”).
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
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1.
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Appointment
of USBFS as Fund Accountant
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The
Company hereby appoints USBFS as fund accountant of the Company on the terms and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are assumed by
or may be asserted against USBFS hereunder.
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2.
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Services
and Duties of USBFS
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USBFS
shall provide the following accounting services to the Fund:
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A.
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Portfolio
Accounting Services:
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(1)
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Maintain
portfolio records on a trade date+1 basis using security trade information
communicated from the Fund’s investment
adviser.
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(2)
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For
each valuation date, obtain prices from a pricing source approved by the
board of directors of the Company (the “Board of Directors”) and apply
those prices to the portfolio positions. For those securities
where market quotations are not readily available, the Board of Directors
shall approve, in good faith, procedures for determining the fair value
for such securities.
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(3)
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Identify
interest and dividend accrual balances as of each valuation date and
calculate gross earnings on investments for each accounting
period.
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(4)
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Determine
gain/loss on security sales and identify them as short-term or long-term;
account for periodic distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each valuation
date.
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(5)
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On
a daily basis, reconcile cash of the Fund with the Fund’s
custodian.
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(6)
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Transmit
a copy of the portfolio valuation to the Fund’s investment adviser
daily.
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(7)
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Review
the impact of current day’s activity on a per share basis, and review
changes in market value.
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B.
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Expense
Accrual and Payment Services:
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(1)
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For
each valuation date, calculate the expense accrual amounts as directed by
the Company as to methodology, rate or dollar
amount.
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(2)
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Process
and record payments for Fund expenses upon receipt of written
authorization from the Company.
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(3)
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Account
for Fund expenditures and maintain expense accrual balances at the level
of accounting detail, as agreed upon by USBFS and the
Company.
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(4)
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Provide
expense accrual and payment
reporting.
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C.
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Fund
Valuation and Financial Reporting
Services:
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(1)
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Account
for Fund share purchases, sales, exchanges, transfers, dividend
reinvestments, and other Fund share activity as reported by the Fund’s
transfer agent on a timely basis.
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(2)
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Apply
equalization accounting as directed by the
Company.
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(3)
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Determine
net investment income (earnings) for the Fund as of each valuation
date. Account for periodic distributions of earnings to
shareholders and maintain undistributed net investment income balances as
of each valuation date.
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(4)
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Maintain
a general ledger and other accounts, books, and financial records for the
Fund in the form as agreed upon.
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(5)
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Determine
the net asset value of the Fund according to the accounting policies and
procedures set forth in the Fund's current
prospectus.
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(6)
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Calculate
per share net asset value, per share net earnings, and other per share
amounts reflective of Fund operations at such time as required by the
nature and characteristics of the
Fund.
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(7)
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Communicate
to the Company, at an agreed upon time, the per share net asset value for
each valuation date.
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(8)
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Prepare
monthly reports that document the adequacy of accounting detail to support
month-end ledger balances.
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(9)
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Prepare
monthly security transactions
listings.
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D.
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Tax
Accounting Services:
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(1)
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Maintain
accounting records for the investment portfolio of the Fund to support the
tax reporting required for “regulated investment companies” under the
Internal Revenue Code of 1986, as amended (the
“Code”).
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(2)
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Maintain
tax lot detail for the Fund’s investment
portfolio.
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(3)
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Calculate
taxable gain/loss on security sales using the tax lot relief method
designated by the Company.
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(4)
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Provide
the necessary financial information to calculate the taxable components of
income and capital gains distributions to support tax reporting to the
shareholders.
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E.
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Compliance
Control Services:
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(1)
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Support
reporting to regulatory bodies and support financial statement preparation
by making the Fund's accounting records available to the Company, the
Securities and Exchange Commission (the “SEC”), and the independent
accountants.
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(2)
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Maintain
accounting records according to the 1940 Act and regulations provided
thereunder.
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(3)
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Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested by the
Company in connection with any certification required of the Company
pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same shall not
be deemed to change USBFS’s standard of care as set forth
herein.
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(4)
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Cooperate
with the Company’s independent accountants and take all reasonable action
in the performance of its obligations under this Agreement to ensure that
the necessary information is made available to such accountants for the
expression of their opinion on the Fund’s financial statements without any
qualification as to the scope of their
examination.
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3.
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License
of Data; Warranty; Termination of Rights; Pricing of
Securities
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USBFS has
entered into an agreement with Interactive Data Corporation (“IDC”) which
obligates USBFS to include the following provisions in this
Agreement.
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A.
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IDC
AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY, FITNESS OR ANY OTHER
MATTER.
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B.
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Company
agrees that IDC and its suppliers shall have no liability to Company, or a
third party, for errors, omissions or malfunctions in the services it
provides to USBFS, other than the obligation of IDC to endeavor upon
receipt of notice from Company, to correct a malfunction, error or
omission in any such service. This paragraph shall not have any
affect upon the standard of care and liability of USBFS has set forth in
Section 8 of this Agreement.
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C.
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Company
acknowledges that the services provided by IDC or its suppliers to USBFS
are intended for use as an aid to institutional investors, registered
brokers or professionals of similar sophistication in making informed
judgments concerning securities. Company accepts responsibility
for, and acknowledges it exercises its own independent judgment in, its
selection of the services provided by IDC to USBFS, its selection of the
use or intended use of such, and any results obtained. Nothing
contained herein shall be deemed to be a waiver of any rights existing
under applicable law for the protection of
investors.
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D.
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Company
shall indemnify IDC and its suppliers and hold IDC harmless from any and
all losses, damages, liability, costs, including attorneys’ fees,
resulting directly or indirectly from any claim or demand against IDC or
its suppliers by a third party arising out of or related to the accuracy
or completeness of any services provided by IDC to USBFS that are received
by Company, or any data, information, service, report, analysis or
publication derived therefrom. The Company agrees that neither IDC nor its
suppliers shall be liable for any claim or demand against Company by any
third party. The immediately preceding sentence shall not have
any effect upon the standard of care and liability of USBFS as set forth
in Section 8 of this Agreement.
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E.
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Notwithstanding
the language provided in Section (3) herein, USBFS is in no way
absolved from any duties and responsibilities set forth in Section two (2)
of this Agreement, including performing tolerance checks, reviewing the
current day’s activities on a per-share basis and reviewing changes in
market value. For instance, USBFS will review daily exception reports to
examine securities which exceed set tolerance levels and check those
identified securities against a secondary source to confirm the change is
due to normal business activity. USBFS shall reimburse Company for any
payments made by Company for services contained in this paragraph F
herein, that USBFS fails to
perform.
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F.
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Neither
Company, nor IDC, shall be liable for (i) any special, direct or
consequential damages (even if advised of the possibility of such), (ii)
any delay by reason of circumstances beyond its control, including acts of
civil or military authority, national emergencies, labor difficulties,
fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots, or failure beyond its control of transportation
or power supply, or (iii) any claim that arose more than one year prior to
the institution of suit thereof.
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G.
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Company
acknowledges that IDC’s third party data suppliers may have the right to
cause the termination of USBFS’ provision of IDC’s services to Company,
with or without notice, and that neither any third party data supplier nor
IDC shall have any liability in connection therewith. This
paragraph shall not have any effect upon the standard of care and
liability of USBFS as set forth in Section 8 of this
Agreement.
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H.
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For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Directors and apply
those prices to the portfolio positions of the Fund. For those
securities where market quotations are not readily available, the Board of
Directors shall approve, in good faith, procedures for determining the
fair value for such securities.
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I.
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In
the event that Company at any time receives data from IDC containing
evaluations, rather than market quotations, for certain securities or
certain other data related to such securities, the following provisions
will apply: (i) evaluated securities are typically complicated
financial instruments. There are many methodologies (including
computer-based analytical modeling and individual security evaluations)
available to generate approximations of the market value of such
securities, and there is professional disagreement about which is
best. No evaluation method, including those used by IDC, may
consistently generate approximations that correspond to actual “traded”
prices of the instruments; (ii) IDC’s methodologies used to provide the
pricing portion of certain data may rely on evaluations; however, Company
acknowledges that there may be errors or defects in IDC’s software,
databases, or methodologies that may cause resultant evaluations to be
inappropriate for use in certain applications; and (iii) Company assumes
all responsibility for edit checking, external verification of
evaluations, and ultimately the appropriateness of the use of evaluations
and other pricing data provided via the services provided by IDC used in
Company’s applications, regardless of any efforts made by IDC in this
respect. USBFS shall immediately notify Company that an
evaluation or evaluations have been used rather than market
quotations. Company shall indemnify and hold IDC completely
harmless in the event that errors, defects, or inappropriate evaluations
are made available via the services or data provided by
IDC.
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4.
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Changes
in Accounting Procedures
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Any
resolution passed by the Board of Directors that affects accounting practices
and procedures under this Agreement shall be effective upon written receipt of
notice and acceptance by USBFS.
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5.
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Changes
in Equipment, Systems, Etc.
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USBFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its systems, programs, rules, operating schedules and equipment, so
long as such changes do not adversely affect the services provided to the
Company under this Agreement.
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6.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement in
accordance with the fee schedule set forth on Exhibit B hereto (as
amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g. postage and delivery charges) as are reasonably
incurred by USBFS in performing its duties hereunder. The Company
shall pay all such fees and reimbursable expenses within 30 calendar days
following receipt of the billing notice, except for any fee or expense subject
to a good faith dispute. The Company shall notify USBFS in writing
within 30 calendar days following receipt of each invoice if the Company is
disputing any amounts in good faith. The Company shall pay such
disputed amounts within 10 calendar days of the day on which the parties agree
to the amount to be paid. Notwithstanding anything to the contrary,
amounts owed by the Company to USBFS shall only be paid out of the assets and
property of the particular Fund involved.
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7.
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Representations
and Warranties
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A.
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The
Company hereby represents and warrants to USBFS, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by the Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
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B.
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USBFS
hereby represents and warrants to the Company, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
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8.
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Standard
of Care; Indemnification; Limitation of
Liability
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A.
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USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. USBFS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Company in connection
with its duties under this Agreement, including losses resulting from
mechanical breakdowns or the failure of communication or power supplies
beyond USBFS’s control, except a loss arising out of or relating to
USBFS’s refusal or failure to comply with the terms of this Agreement or
from its bad faith, negligence, or willful misconduct in the performance
of its duties under this Agreement. Notwithstanding any other
provision of this Agreement, if USBFS has exercised reasonable care in the
performance of its duties under this Agreement, the Company shall
indemnify and hold harmless USBFS from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys’ fees) that USBFS may sustain or incur or
that may be asserted against USBFS by any person arising out of or related
to (X) any action taken or omitted to be taken by it in performing the
services hereunder (i) in accordance with the foregoing standards, or (ii)
in reliance upon any written or oral instruction provided to USBFS by any
duly authorized officer of the Company, as approved by the Board
of Directors of the Company, or (Y) the Data, or any
information, service, report, analysis or publication derived therefrom,
except for any and all claims, demands, losses, expenses, and liabilities
arising out of or relating to USBFS’s refusal or failure to comply with
the terms of this Agreement or from its bad faith, negligence or willful
misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of
the Company, its successors and assigns, notwithstanding the termination
of this Agreement. As used in this paragraph, the term “USBFS”
shall include USBFS’s directors, officers and
employees.
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USBFS
shall indemnify and hold the Company harmless from and against any and all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that the Company may sustain or incur or
that may be asserted against the Company by any person arising out of any action
taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure
to comply with the terms of this Agreement, or from its bad faith, negligence,
or willful misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of USBFS,
its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “Company” shall
include the Company’s directors, officers and employees.
In the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS
will make every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Company shall be
entitled to inspect USBFS’s premises and operating capabilities at any time
during regular business hours of USBFS, upon reasonable notice to
USBFS. Moreover, USBFS shall provide the Company, at such times as
the Company may reasonably require, copies of reports rendered by independent
accountants on the internal controls and procedures of USBFS relating to the
services provided by USBFS under this Agreement.
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Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
In no
case shall either party be liable to the other for (i) any special, indirect or
consequential damages, loss of profits or goodwill (even if advised of the
possibility of such); (ii) any delay by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of
God, insurrection, war, riots, or failure beyond its control of transportation
or power supply; or (iii) any claim that arose more than one year prior to the
institution of suit therefor.
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B.
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In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend
the indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no
case confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.
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C.
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The
indemnity and defense provisions set forth in this Section 8 shall
indefinitely survive the termination and/or assignment of this
Agreement.
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D.
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If
USBFS is acting in another capacity for the Company pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity.
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9.
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Notification
of Error
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The
Company will notify USBFS of any discrepancy between USBFS and the Company,
including, but not limited to, failing to account for a security position in the
Fund’s portfolio, upon the later to occur of: (i) three business days after
receipt of any reports rendered by USBFS to the Company; (ii) three business
days after discovery of any error or omission not covered in the balancing or
control procedure; or (iii) three business days after receiving notice from any
shareholder regarding any such discrepancy.
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10.
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Data
Necessary to Perform Services
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The
Company or its agent shall furnish to USBFS the data necessary to perform the
services described herein at such times and in such form as mutually agreed
upon.
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11.
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Proprietary
and Confidential Information
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A.
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USBFS
agrees on behalf of itself and its directors, officers, and employees to
treat confidentially and as proprietary information of the Company, all
records and other information relative to the Company and prior, present,
or potential shareholders of the Company (and clients of said
shareholders), and not to use such records and information for any purpose
other than the performance of its responsibilities and duties hereunder,
except (i) after prior notification to and approval in writing by the
Company, which approval shall not be unreasonably withheld and may not be
withheld where USBFS may be exposed to civil or criminal contempt
proceedings for failure to comply, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by
the Company. Records and other information which have become
known to the public through no wrongful act of USBFS or any of its
employees, agents or representatives, and information that was already in
the possession of USBFS prior to receipt thereof from the Company or its
agent, shall not be subject to this
paragraph.
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Further,
USBFS will adhere to the privacy policies adopted by the Company pursuant to
Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to
time. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Company and its
shareholders.
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B.
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The
Company, on behalf of itself and its directors, officers, and employees,
will maintain the confidential and proprietary nature of the Data and
agrees to protect it using the same efforts, but in no case less than
reasonable efforts, that it uses to protect its own proprietary and
confidential information.
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12.
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Records
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USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Company, but not inconsistent with the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940 Act
and the rules thereunder. USBFS agrees that all such records prepared
or maintained by USBFS relating to the services to be performed by USBFS
hereunder are the property of the Company and will be preserved, maintained, and
made available in accordance with such applicable sections and rules of the 1940
Act and will be promptly surrendered to the Company or its designee on and in
accordance with its request.
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13.
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Compliance
with Laws
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The
Company has and retains primary responsibility for all compliance matters
relating to the Fund, including but not limited to compliance with the 1940 Act,
the Code, the SOX Act, the USA Patriot Act of 2001 and the policies and
limitations of the Fund relating to its portfolio investments as set forth in
its current prospectus and statement of additional
information. USBFS’s services hereunder shall not relieve the Company
of its responsibilities for assuring such compliance or the Board of Director’s
oversight responsibility with respect thereto.
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14.
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Term
of Agreement; Amendment
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This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. Subsequent to the
initial three-year term, this Agreement may be terminated by either party upon
giving 90 days prior written notice to the other party or such shorter period as
is mutually agreed upon by the parties. Notwithstanding the
foregoing, this Agreement may be terminated by any party upon the breach of the
other party of any material term of this Agreement if such breach is not cured
within 15 days of notice of such breach to the breaching party. This
Agreement may not be amended or modified in any manner except by written
agreement executed by USBFS and the Company, and authorized or approved by the
Board of Directors.
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15.
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Duties
in the Event of Termination
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In the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Company by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Company, transfer to such successor all relevant books, records, correspondence
and other data established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Company (if such form differs from the form in
which USBFS has maintained the same, the Company shall pay any expenses
associated with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from USBFS’s personnel in the establishment of books, records and other data by
such successor. If no such successor is designated, then such books,
records and other data shall be returned to the Company.
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16. Assignment
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Company without the written consent of USBFS, or by
USBFS without the written consent of the Company accompanied by the
authorization or approval of the Company’s Board of Directors.
17. Governing
Law
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
18. No
Agency Relationship
Nothing
herein contained shall be deemed to authorize or empower either party to act as
agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.
19. Services
Not Exclusive
Nothing
in this Agreement shall limit or restrict USBFS from providing services to other
parties that are similar or identical to some or all of the services provided
hereunder.
20. Invalidity
Any
provision of this Agreement which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties.
21. Notices
Any
notice required or permitted to be given by either party to the other shall be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
12
Notice to
USBFS shall be sent to:
U.S. Bancorp Fund Services,
LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
and
notice to the Company shall be sent to:
Fiduciary Management, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
22. Multiple
Originals
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
| FMI COMMON STOCK FUND, INC. |
U.S. BANCORP FUND SERVICES,
LLC
|
|
By:
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
|
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
Name: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Title: Vice President | Title: Executive Vice President |
13
Exhibit
A
to
the
Fund
Accounting Servicing Agreement – FMI Common Stock Fund, Inc.
Fund
Names
Name of
Fund
FMI
Common Stock Fund
A-1
Exhibit
B
to
the
|
FUND ACCOUNTING
FUND ADMINISTRATION & COMPLIANCE SERVICES
FMI Common Stock Fund, Inc.
FEE SCHEDULE Effective October 1, 2009
|
|
Annual fee based upon assets for the FMI Common Stock Fund,
Inc.
[__] basis points on the
first $[__] million
[__] basis points on the
balance
Included Services – securities pricing,
performance reporting, daily fund compliance testing, Advisor Information
Source (AIS), SEC §15(c) reporting
Additional Services
● Tax
Services $ [__]
● Advisor Information Source Web Portal $[__] /fund per month (Fee Waived
however specialized projects will be analyzed and an estimate
will be provided prior to work being performed
● ▇▇▇▇▇▇▇ River daily fund compliance $[__]
(fee waived)
● Securities
pricing (fee
waived)
Plus Out-Of-Pocket Expenses – Including but not limited
to postage
Available Elective Services – Available but not
included above are the following services – multiple classes, legal
administration, data delivery, daily
pre- and
post-performance reporting.
Fees are billed monthly.
|
B-1