FORM INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(v)
THIS INVESTMENT ADVISORY AGREEMENT (“Agreement”), made and
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”).
RECITALS
WHEREAS, the Company is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company consisting of several series, including the FMI Global Fund (the “Fund”); and
WHEREAS, the Company desires to retain the Adviser, which is an investment
adviser registered under the Investment Advisers Act of 1940, as amended, as the investment adviser for the Fund.
AGREEMENT
NOW, THEREFORE, the Company and the Adviser do mutually promise and agree as follows:
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1.
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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.
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2.
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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.
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3.
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Obligations of and Services to be Provided by the Adviser. The Adviser undertakes to provide the
services hereinafter set forth and to assume the following obligations:
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A.
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Management and Administrative Services.
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(1)
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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, portfolio manager selection and evaluation
activities and otherwise managing and administering the business and operations of the Fund.
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(2)
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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.
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B.
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Investment Management Services.
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(1)
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The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of
Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund.
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(2)
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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 (“Portfolio Manager[s]”) pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the
Portfolio Manager, 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 Portfolio Manager 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 Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio.
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(3)
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The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and
shall monitor and report periodically to the Board of Directors concerning the implementation of the programs.
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(4)
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The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the
Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio Manager;
shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers.
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(5)
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The Adviser shall be solely responsible for paying the fees of each Portfolio Manager.
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(6)
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The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors
shall reasonably request.
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C.
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Provision of Information Necessary for Preparation of Securities Registration Statements, Amendments and Other Materials.
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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.
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D.
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Provision of Personnel.
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The Adviser shall make available its officers and employees to the Board of Directors and officers of the Company for
consultation and discussions regarding the administration and management of the Company and its investment activities.
4. Expenses. The Adviser shall not be required to pay any expenses of the Fund except as provided herein;
provided, however, that if the aggregate annual operating expenses, including the Adviser’s fee and the fees paid to the Fund’s Administrator but excluding all federal, state and local taxes, interest,
reimbursement payments to securities lenders for dividend and interest payments on securities sold short, brokerage commissions and other costs incurred in connection with the purchase or sale of portfolio securities and extraordinary items, in any
year exceed that percentage of the average net assets of the Fund for such year, as determined by valuations made as of the close of each business day of the year, which is the most restrictive percentage provided by the state laws of the various
states in which the Fund’s shares are qualified for sale or, if the states in which the Fund’s shares are qualified for sale impose no such restrictions, 1.75%, then the Adviser’s fee shall be reduced as hereinafter provided. The expenses of the
Fund’s operations borne by the Fund include by way of illustration and not limitation, directors fees paid to those directors who are not officers of the Company, the costs of preparing and printing registration statements required under the
Securities Act of 1933 and the 1940 Act (and amendments thereto), the expense of registering its shares with the Securities and Exchange Commission and in the various states, payments made pursuant to the Fund’s Service and Distribution Plan, the
printing and distribution cost of prospectuses mailed to existing shareholders, the cost of stock certificates (if any), director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements,
interest charges, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and
accounting services, insurance premiums, brokerage and other expenses connected with the execution of portfolio securities transactions, fees and expenses of the custodian of the Fund’s assets, expenses of calculating the net asset value and
repurchasing and redeeming shares, printing and mailing expenses, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder records and accounts.
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The Company shall monitor the expense ratio of the Fund on a monthly basis. If the accrued amount of the expenses of the
Fund exceeds the expense limitation established herein, the Company shall create an account receivable from the Adviser in the amount of such excess. In such a situation the monthly payment of the Adviser’s fee will be reduced by the amount of such
excess, subject to adjustment month by month during the balance of the Company’s fiscal year if accrued expenses thereafter fall below the expense limitation.
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5.
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Compensation of the Adviser. For the services and facilities to be rendered and the charges and
expenses to be assumed by the Adviser hereunder, the Company, through and 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 of the month. The advisory fee shall be 1/12 of 0.70% of the average daily net assets of the Fund, subject to the following breakpoints:
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Assets under Management
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Fee
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$0 - $2.5 billion
$2.5 - $5.0 billion
$5.0 - $10.0 billion Over $10.0 billion
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0.70%
0.65%
0.60%
0.55%
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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 on the business days during which it is so in effect.
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.
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7.
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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.
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8.
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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.
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9.
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Brokerage Commissions. The Adviser, subject to the control and direction of the Board of Directors,
and any Portfolio Managers, 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 Portfolio Managers 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 Portfolio Managers 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 Portfolio Manager 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 each Fund’s total brokerage and the manner in which that brokerage was allocated.
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10.
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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).
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11.
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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.
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12.
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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. 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.
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13.
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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.
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14.
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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.
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15.
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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.
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16.
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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 ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ 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.
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17.
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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.
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18.
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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.
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19.
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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.
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20.
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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 December ___, 2026, 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.
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[Signatures follow on next page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day first above written.
FIDUCIARY MANAGEMENT, INC.
By:__________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
FMI FUNDS, INC.
By:__________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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