amdta_agmt.htm

FMI FUNDS, INC.

AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT dated as of the 21st day of December, 2007, to the Transfer Agent Servicing Agreement, dated as of December 17, 2003, as amended March 23, 2006 (the "Agreement"), is entered into by and between FMI Funds, Inc., a Wisconsin corporation (the "Company") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into a Transfer Agent Servicing Agreement; and

WHEREAS, the Company and USBFS desire to amend said Agreement; and

WHEREAS, Section 9 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit B of the Agreement is hereby superseded and replaced with Exhibit B attached hereto

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

FMI FUNDS, INC. U.S. BANCORP FUND SERVICES, LLC

By: /s/ Donald S. Wilson By: /s/ Michael R. McVoy

Name: Donald S. Wilson Name: Michael R. McVoy

Title: Vice President Title: Vice President

Exhibit B to Transfer Agent Agreement – FMI Funds

TRANSFER AGENT & SHAREHOLDER SERVICES

ANNUAL FEE SCHEDULE effective 01/01/2008

Service Charges to the Fund*

Shareholder Account Fee (Subject to Minimum)

No-Load - $[__] /account

Closed Accounts - $[__] /account

Annual Minimum

$[__] FMI Focus Fund

$[__] Large Cap, Common Stock, Provident Trust

CCO Support $[__] annually

Activity Charges

Telephone Calls - $[__] /call

Draft Check Processing - $[__] /draft

Daily Valuation Trades - $[__] /trade

Lost Shareholder Search - $[__] /search

AML Base Service (excl Level 3 Accounts)

[__] -[__] accounts - $[__] /year

[__] + accounts - $[__] /year

AML New Account Service - $[__] /new domestic accounts, $[__] /new foreign account and

ACH/EFT Shareholder Services:

$[__] /month/fund group

$[__] /ACH item, setup, change

$[__] /correction, reversal

Omnibus Accounts:

· $[__] per transaction

Out-of-pocket Costs - Including but not limited to:

Telephone toll-free lines, call transfers, etc.

Mailing, sorting and postage

Stationery, envelopes

Programming, special reports

Insurance, record retention, microfilm/fiche

Proxies, proxy services

ACH fees, NSCC charges

DST Disaster Recovery

All other out-of-pocket expenses

Service Charges to Investors

Qualified Plan Fees (Billed to Investors)

$[__] /qualified plan acct (Cap at $[__] /SSN)

$[__] /Coverdell ESA acct (Cap at $[__] /SSN)

$[__] /transfer to successor trustee

$[__] /participant distribution (Excluding SWPs)

$[__] /refund of excess contribution

Additional Shareholder Fees (Billed to Investors)

$[__] /outgoing wire transfer

$[__] /overnight delivery

$[__] /telephone exchange

$[__] /return check or ACH

$[__] /stop payment

$[__] /research request per account (Cap at $[__] /request) (For requested items of the second calendar year [or previous] to the request)

Technology Charges

1. Fund Group Setup (first cusip) - $[__] /fund group

2. Fund Setup - $[__] /cusip (beyond first cusip)

3. NSCC Service Interface – All NSCC Services

Setup - $[__] /fund group

Annual - $[__] /cusip/year

4. Telecommunications and Voice Services

Service Setup - $[__] ATT transfer connect

VRU Setup - $[__] /fund group

VRU Maintenance - $[__] /cusip/month

$[__] /voice response call

$[__] /voice recognition call

5. Average Cost - $[__] /account/year

6. Development/Programming - $[__] /hour

7. File Transmissions – subject to requirements

8. Selects - $[__] per select

9. Extraordinary services – charged as incurred

10. Conversion of Records (if necessary) – Estimate to

be provided.

11. Custom processing, re-processing

All other extraordinary services

Fees are billed monthly.

*Subject to CPI Increase

*Effective with the first day after expiration of the first twelve (12) months of service, the fees and charges set forth in this Schedule shall be increased over the fees and charges during the previous twelve (12) months in the amount equal to the change in the Consumer Price Index for all Urban Consumers in the Milwaukee, Wisconsin Metropolitan Statistical Area, All Terms, Based 1982-1984 = 100, as last reported by the U.S. Bureau of Labor Statistics (“CPI-U”). Thereafter, all of the fees and charges in this fee schedule (except for out-of-pocket expenses) shall increase annually upon each anniversary of this Schedule in an amount equal to the percentage change in the CPI-U for the proceeding twelve (12) months.