Important Notice:

The SEC Requires Proof of Your Fidelity Insurance Policy

Your company is now required to file an electronic copy of your fidelity insurance coverage (Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.

Chubb is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how to submit this proof of fidelity insurance coverage to the SEC.  You can expect to receive this information from your agent/broker shortly.

The electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage as set forth in the paper policy you receive by mail.

The terms and conditions of the policy mailed to you, which are the same as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.

If you have any questions, please contact your agent or broker.

Form 14-02-12160 (ed. 7/2006)

IMPORTANT NOTICE TO POLICYHOLDERS

 All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”).  Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-866-588-9478.  Additional information may be available from your producer.

 Thank you for choosing Chubb.

10-02-1295 (ed. 6/2007)

WISCONSIN POLICYHOLDER INFORMATION NOTICE

KEEP THIS NOTICE WITH YOUR INSURANCE PAPERS

 PROBLEMS WITH YOUR INSURANCE? — If you are having problems with your insurance company or agent, do not hesitate to contact the insurance company or agent to resolve your problem.

Chubb Group of Insurance Companies

15 Mountain View Road

Warren, NJ 07059

1-800-36-CHUBB

You can also contact the OFFICE OF THE COMMISSIONER OF INSURANCE, a state

agency which enforces Wisconsin's insurance laws, and file a complaint.  You can

contact the OFFICE OF THE COMMISSIONER OF INSURANCE by contacting:

Office of the Commissioner of Insurance

Complaints Department

P.O. Box 7873

Madison, WI 53707-7873

1-800-236-8517

608-266-0103

Form 99-10-0334 (Ed. 5-04)

POLICYHOLDER

DISCLOSURE NOTICE OF

TERRORISM INSURANCE COVERAGE

(for policies with no terrorism exclusion or sublimit)

You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), effective December 26, 2007, this policy makes available to you insurance for losses arising out of certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act.  Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage.

However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion.

10-02-1281 (Ed. 1/2003)

If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury.

The portion of your policy’s annual premium that is attributable to insurance for such acts of terrorism is: $ -0-.

If you have any questions about this notice, please contact your agent or broker.

10-02-1281 (Ed. 1/2003)

		Chubb Group of Insurance Companies				DECLARATIONS
						FINANCIAL INSTITUTION INVESTMENT
		15 Mountain View Road, Warren, New Jersey 07059				COMPANY ASSET PROTECTION BOND
NAME OF ASSURED (including its Subsidiaries):						Bond Number: 70437130
FMI COMMON STOCK FUNDS, INC. ETAL
						FEDERAL INSURANCE COMPANY
100 E WISCONSIN AVENUE SUITE 2200						Incorporated under the laws of Indiana
MILWAUKEE, WI 53202						a stock insurance company herein called the COMPANY
						Capital Center, 251 North Illinois, Suite 1100
						Indianapolis, IN 46204-1927
ITEM 1.	BOND PERIOD:		from	12:01 a.m. on	September 30, 2012
			to	12:01 a.m. on	September 30, 2013
ITEM 2.	LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:
	If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference shall be deemed to be deleted.  There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company.
									DEDUCTIBLE
	INSURING CLAUSE					LIMIT OF LIABILITY			AMOUNT
	1.	Employee				$	3,750,000	$	50,000
	2.	On Premises				$	3,750,000	$	50,000
	3.	In Transit				$	3,750,000	$	50,000
	4.	Forgery or Alteration				$	3,750,000	$	50,000
	5.	Extended Forgery				$	3,750,000	$	50,000
	6.	Counterfeit Money				$	3,750,000	$	50,000
	7.	Threats to Person				$	3,750,000	$	50,000
	8.	Computer System				$	3,750,000	$	50,000
	9.	Voice Initiated Funds Transfer Instruction				$	3,750,000	$	50,000
	10.	Uncollectible Items of Deposit				$	100,000	$	5,000
	11.	Audit Expense				$	100,000	$	5,000
ITEM 3.	THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:
	1 - 9
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be valid unless also signed by an authorized representative of the Company.

ICAP Bond (5-98) - Federal
Form 17-02-1421 (Ed. 5-98)	Page 1 of 1

	The COMPANY, in consideration of payment of the required premium, and in reliance
	on the APPLICATION and all other statements made and information furnished to the
	COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this
	Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED
	for:
Insuring Clauses
Employee	1.	Loss resulting directly from Larceny or Embezzlement committed by any
		Employee, alone or in collusion with others.
On Premises	2.	Loss of Property resulting directly from robbery, burglary, false pretenses,
		common law or statutory larceny, misplacement, mysterious unexplainable
		disappearance, damage, destruction or removal, from the possession, custody or
		control of the ASSURED, while such Property is lodged or deposited at premises
		located anywhere.
In Transit	3.	Loss of Property resulting directly from common law or statutory larceny,
		misplacement, mysterious unexplainable disappearance, damage or destruction,
		while the Property is in transit anywhere:
		a.	in an armored motor vehicle, including loading and unloading thereof,
		b.	in the custody of a natural person acting as a messenger of the ASSURED,
			or
		c.	in the custody of a Transportation Company and being transported in a
			conveyance other than an armored motor vehicle provided, however, that
			covered Property transported in such manner is limited to the following:
			(1)	written records,
			(2)	securities issued in registered form, which are not endorsed or are
				restrictively endorsed, or
			(3)	negotiable instruments not payable to bearer, which are not endorsed
				or are restrictively endorsed.
		Coverage under this INSURING CLAUSE begins immediately on the receipt of
		such Property by the natural person or Transportation Company and ends
		immediately on delivery to the premises of the addressee or to any representative
		of the addressee located anywhere.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 1 of 19

Insuring Clauses
(continued)
Forgery Or Alteration	4.	Loss resulting directly from:
		a.	Forgery on, or fraudulent material alteration of, any bills of exchange,
			checks, drafts, acceptances, certificates of deposits, promissory notes, due
			bills, money orders, orders upon public treasuries, letters of credit, other
			written promises, orders or directions to pay sums certain in money, or
			receipts for the withdrawal of Property, or
		b.	transferring, paying or delivering any funds or other Property, or establishing
			any credit or giving any value in reliance on any written instructions, advices
			or applications directed to the ASSURED authorizing or acknowledging the
			transfer, payment, delivery or receipt of funds or other Property, which
			instructions, advices or applications fraudulently purport to bear the
			handwritten signature of any customer of the ASSURED, or shareholder or
			subscriber to shares of an Investment Company, or of any financial
			institution or Employee but which instructions, advices or applications either
			bear a Forgery or have been fraudulently materially altered without the
			knowledge and consent of such customer, shareholder, subscriber, financial
			institution or Employee;
		excluding, however, under this INSURING CLAUSE any loss covered under
		INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
		CLAUSE 5. is provided for in the DECLARATIONS of this Bond.
		For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
		signature is treated the same as a handwritten signature.
Extended Forgery	5.	Loss resulting directly from the ASSURED having, in good faith, and in the
		ordinary course of business, for its own account or the account of others in any
		capacity:
		a.	acquired, accepted or received, accepted or received, sold or delivered, or
			given value, extended credit or assumed liability, in reliance on any original
			Securities, documents or other written instruments which prove to:
			(1)	bear a Forgery or a fraudulently material alteration,
			(2)	have been lost or stolen, or
			(3)	be Counterfeit, or
		b.	guaranteed in writing or witnessed any signatures on any transfer,
			assignment, bill of sale, power of attorney, guarantee, endorsement or other
			obligation upon or in connection with any Securities, documents or other
			written instruments.
		Actual physical possession, and continued actual physical possession if taken as
		collateral, of such Securities, documents or other written instruments by an
		Employee, Custodian, or a Federal or State chartered deposit institution of the
		ASSURED is a condition precedent to the ASSURED having relied on such items.
		Release or return of such collateral is an acknowledgment by the ASSURED that it
		no longer relies on such collateral.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 2 of 19

Insuring Clauses
Extended Forgery		For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
(continued)		signature is treated the same as a handwritten signature.
Counterfeit Money	6.	Loss resulting directly from the receipt by the ASSURED in good faith of any
		Counterfeit money.
Threats To Person	7.	Loss resulting directly from surrender of Property away from an office of the
		ASSURED as a result of a threat communicated to the ASSURED to do bodily
		harm to an Employee as defined in Section 1.e. (1), (2) and (5), a Relative or
		invitee of such Employee, or a resident of the household of such Employee, who
		is, or allegedly is, being held captive provided, however, that prior to the surrender
		of such Property:
		a.	the Employee who receives the threat has made a reasonable effort to
			notify an officer of the ASSURED who is not involved in such threat, and
		b.	the ASSURED has made a reasonable effort to notify the Federal Bureau of
			Investigation and local law enforcement authorities concerning such threat.
		It is agreed that for purposes of this INSURING CLAUSE, any Employee of the
		ASSURED, as set forth in the preceding paragraph, shall be deemed to be an
		ASSURED hereunder, but only with respect to the surrender of money, securities
		and other tangible personal property in which such Employee has a legal or
		equitable interest.
Computer System	8.	Loss resulting directly from fraudulent:
		a.	entries of data into, or
		b.	changes of data elements or programs within,
		a Computer System, provided the fraudulent entry or change causes:
			(1)	funds or other property to be transferred, paid or delivered,
			(2)	an account of the ASSURED or of its customer to be added, deleted,
				debited or credited, or
			(3)	an unauthorized account or a fictitious account to be debited or
				credited.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 3 of 19

Insuring Clauses
(continued)
Voice Initiated Funds	9.	Loss resulting directly from Voice Initiated Funds Transfer Instruction directed
Transfer Instruction		to the ASSURED authorizing the transfer of dividends or redemption proceeds of
		Investment Company shares from a Customer's account, provided such Voice
		Initiated Funds Transfer Instruction was:
		a.	received at the ASSURED'S offices by those Employees of the ASSURED
			specifically authorized to receive the Voice Initiated Funds Transfer
			Instruction,
		b.	made by a person purporting to be a Customer, and
		c.	made by said person for the purpose of causing the ASSURED or Customer
			to sustain a loss or making an improper personal financial gain for such
			person or any other person.
		In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated
		Funds Transfer Instructions must be received and processed in accordance with
		the Designated Procedures outlined in the APPLICATION furnished to the
		COMPANY.
Uncollectible Items of	10.	Loss resulting directly from the ASSURED having credited an account of a
Deposit		customer, shareholder or subscriber on the faith of any Items of Deposit which
		prove to be uncollectible, provided that the crediting of such account causes:
		a.	redemptions or withdrawals to be permitted,
		b.	shares to be issued, or
		c.	dividends to be paid,
		from an account of an Investment Company.
		In order for coverage to apply under this INSURING CLAUSE, the ASSURED
		must hold Items of Deposit for the minimum number of days stated in the
		APPLICATION before permitting any redemptions or withdrawals, issuing any
		shares or paying any dividends with respect to such Items of Deposit.
		Items of Deposit shall not be deemed uncollectible until the ASSURED'S
		standard collection procedures have failed.
Audit Expense	11.	Expense incurred by the ASSURED for that part of the cost of audits or
		examinations required by any governmental regulatory authority or self-regulatory
		organization to be conducted by such authority, organization or their appointee by
		reason of the discovery of loss sustained by the ASSURED and covered by this
		Bond.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 4 of 19

General Agreements
Additional Companies	A.	If more than one corporation, or Investment Company, or any combination of
Included As Assured		them is included as the ASSURED herein:
		(1)	The total liability of the COMPANY under this Bond for loss or losses
			sustained by any one or more or all of them shall not exceed the limit for
			which the COMPANY would be liable under this Bond if all such loss were
			sustained by any one of them.
		(2)	Only the first named ASSURED shall be deemed to be the sole agent of the
			others for all purposes under this Bond, including but not limited to the giving
			or receiving of any notice or proof required to be given and for the purpose of
			effecting or accepting any amendments to or termination of this Bond.  The
			COMPANY shall furnish each Investment Company with a copy of the
			Bond and with any amendment thereto, together with a copy of each formal
			filing of claim by any other named ASSURED and notification of the terms of
			the settlement of each such claim prior to the execution of such settlement.
		(3)	The COMPANY shall not be responsible for the proper application of any
			payment made hereunder to the first named ASSURED.
		(4)	Knowledge possessed or discovery made by any partner, director, trustee,
			officer or supervisory employee of any ASSURED shall constitute knowledge
			or discovery by all the ASSUREDS for the purposes of this Bond.
		(5)	If the first named ASSURED ceases for any reason to be covered under this
			Bond, then the ASSURED next named on the APPLICATION shall thereafter
			be considered as the first named ASSURED for the purposes of this Bond.
Representation Made By	B.	The ASSURED represents that all information it has furnished in the
Assured		APPLICATION for this Bond or otherwise is complete, true and correct.  Such
		APPLICATION and other information constitute part of this Bond.
		The ASSURED must promptly notify the COMPANY of any change in any fact or
		circumstance which materially affects the risk assumed by the COMPANY under
		this Bond.
		Any intentional misrepresentation, omission, concealment or incorrect statement of
		a material fact, in the APPLICATION or otherwise, shall be grounds for recision of
		this Bond.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 5 of 19

General Agreements
(continued)
Additional Offices Or	C.	If the ASSURED, other than an Investment Company, while this Bond is in force,
Employees - Consolidation,		merges or consolidates with, or purchases or acquires assets or liabilities of
Merger Or Purchase Or		another institution, the ASSURED shall not have the coverage afforded under this
Acquisition Of Assets Or		Bond for loss which has:
Liabilities - Notice To		(1)	occurred or will occur on premises, or
Company		(2)	been caused or will be caused by an employee, or
		(3)	arisen or will arise out of the assets or liabilities,
		of such institution, unless the ASSURED:
		a.	gives the COMPANY written notice of the proposed consolidation, merger or
			purchase or acquisition of assets or liabilities prior to the proposed effective
			date of such action, and
		b.	obtains the written consent of the COMPANY to extend some or all of the
			coverage provided by this Bond to such additional exposure, and
		c.	on obtaining such consent, pays to the COMPANY an additional premium.
Change Of Control -	D.	When the ASSURED learns of a change in control (other than in an Investment
Notice To Company		Company), as set forth in Section 2(a) (9) of the Investment Company Act of
		1940,	the ASSURED shall within sixty (60) days give written notice to the
		COMPANY setting forth:
		(1)	the names of the transferors and transferees (or the names of the beneficial
			owners if the voting securities are registered in another name),
		(2)	the total number of voting securities owned by the transferors and the
			transferees (or the beneficial owners), both immediately before and after the
			transfer, and
		(3)	the total number of outstanding voting securities.
		Failure to give the required notice shall result in termination of coverage for any
		loss involving a transferee, to be effective on the date of such change in control.
Court Costs And	E.	The COMPANY will indemnify the ASSURED for court costs and reasonable
Attorneys’ Fees		attorneys' fees incurred and paid by the ASSURED in defense, whether or not
		successful, whether or not fully litigated on the merits and whether or not settled,
		of any claim, suit or legal proceeding with respect to which the ASSURED would
		be entitled to recovery under this Bond.  However, with respect to INSURING
		CLAUSE 1., this Section shall only apply in the event that:
		(1)	an Employee admits to being guilty of Larceny or Embezzlement,
		(2)	an Employee is adjudicated to be guilty of Larceny or Embezzlement, or

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 6 of 19

General Agreements
Court Costs And	(3)	in the absence of 1 or 2 above, an arbitration panel agrees, after a review of
Attorneys’ Fees		an agreed statement of facts between the COMPANY and the ASSURED,
(continued)		that an Employee would be found guilty of Larceny or Embezzlement if
		such Employee were prosecuted.
	The ASSURED shall promptly give notice to the COMPANY of any such suit or
	legal proceeding and at the request of the COMPANY shall furnish copies of all
	pleadings and pertinent papers to the COMPANY.  The COMPANY may, at its
	sole option, elect to conduct the defense of all or part of such legal proceeding.
	The defense by the COMPANY shall be in the name of the ASSURED through
	attorneys selected by the COMPANY.  The ASSURED shall provide all reasonable
	information and assistance as required by the COMPANY for such defense.
	If the COMPANY declines to defend the ASSURED, no settlement without the
	prior written consent of the COMPANY nor judgment against the ASSURED shall
	determine the existence, extent or amount of coverage under this Bond.
	If the amount demanded in any such suit or legal proceeding is within the
	DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court
	costs and attorney's fees incurred in defending all or part of such suit or legal
	proceeding.
	If the amount demanded in any such suit or legal proceeding is in excess of the
	LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
	INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees
	incurred in defending all or part of such suit or legal proceedings is limited to the
	proportion of such court costs and attorney's fees incurred that the LIMIT OF
	LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING
	CLAUSE bears to the total of the amount demanded in such suit or legal
	proceeding.
	If the amount demanded is any such suit or legal proceeding is in excess of the
	DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM
	2.	of the DECLARATIONS for the applicable INSURING CLAUSE, the
	COMPANY'S liability for court costs and attorney's fees incurred in defending all or
	part of such suit or legal proceedings shall be limited to the proportion of such
	court costs or attorney's fees that the amount demanded that would be payable
	under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
	amount demanded.
	Amounts paid by the COMPANY for court costs and attorneys' fees shall be in
	addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 7 of 19

Conditions And
Limitations
Definitions	1.	As used in this Bond:
		a.	Computer System means a computer and all input, output, processing,
			storage, off-line media libraries, and communication facilities which are
			connected to the computer and which are under the control and supervision
			of the operating system(s) or application(s) software used by the ASSURED.
		b.	Counterfeit means an imitation of an actual valid original which is intended
			to deceive and be taken as the original.
		c.	Custodian means the institution designated by an Investment Company to
			maintain possession and control of its assets.
		d.	Customer means an individual, corporate, partnership, trust customer,
			shareholder or subscriber of an Investment Company which has a written
			agreement with the ASSURED for Voice Initiated Funds Transfer
			Instruction.
		e.	Employee means:
			(1)	an officer of the ASSURED,
			(2)	a natural person while in the regular service of the ASSURED at any of
				the ASSURED'S premises and compensated directly by the ASSURED
				through its payroll system and subject to the United States Internal
				Revenue Service Form W-2 or equivalent income reporting plans of
				other countries, and whom the ASSURED has the right to control and
				direct both as to the result to be accomplished and details and means
				by which such result is accomplished in the performance of such
				service,
			(3)	a guest student pursuing studies or performing duties in any of the
				ASSURED'S premises,
			(4)	an attorney retained by the ASSURED and an employee of such
				attorney while either is performing legal services for the ASSURED,
			(5)	a natural person provided by an employment contractor to perform
				employee duties for the ASSURED under the ASSURED'S supervision
				at any of the ASSURED'S premises,
			(6)	an employee of an institution merged or consolidated with the
				ASSURED prior to the effective date of this Bond,
			(7)	a director or trustee of the ASSURED, but only while performing acts
				within the scope of the customary and usual duties of any officer or
				other employee of the ASSURED or while acting as a member of any
				committee duly elected or appointed to examine or audit or have
				custody of or access to Property of the ASSURED, or

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 8 of 19

Conditions And
Limitations
Definitions	(8)	each natural person, partnership or corporation authorized by written
(continued)		agreement with the ASSURED to perform services as electronic data
		processor of checks or other accounting records related to such checks but
		only while such person, partnership or corporation is actually performing
		such services and not:
		a.	creating, preparing, modifying or maintaining the ASSURED'S
			computer software or programs, or
		b.	acting as transfer agent or in any other agency capacity in issuing
			checks, drafts or securities for the ASSURED,
	(9)	any partner, officer or employee of an investment advisor, an underwriter
		(distributor), a transfer agent or shareholder accounting recordkeeper, or an
		administrator, for an Investment Company while performing acts coming
		within the scope of the customary and usual duties of an officer or employee
		of an Investment Company or acting as a member of any committee duly
		elected or appointed to examine, audit or have custody of or access to
		Property of an Investment Company.
		The term Employee shall not include any partner, officer or employee of a
		transfer agent, shareholder accounting recordkeeper or administrator:
		a.	which is not an "affiliated person" (as defined in Section 2(a) of the
			Investment Company Act of 1940) of an Investment Company or of
			the investment advisor or underwriter (distributor) of such Investment
			Company, or
		b.	which is a "bank" (as defined in Section 2(a) of the Investment
			Company Act of 1940).
			This Bond does not afford coverage in favor of the employers of
			persons as set forth in e. (4), (5) and (8) above, and upon payment to
			the ASSURED by the COMPANY resulting directly from Larceny or
			Embezzlement committed by any of the partners, officers or
			employees of such employers, whether acting alone or in collusion with
			others, an assignment of such of the ASSURED'S rights and causes of
			action as it may have against such employers by reason of such acts
			so committed shall, to the extent of such payment, be given by the
			ASSURED to the COMPANY, and the ASSURED shall execute all
			papers necessary to secure to the COMPANY the rights provided for
			herein.
		Each employer of persons as set forth in e.(4), (5) and (8) above and the
		partners, officers and other employees of such employers shall collectively
		be deemed to be one person for all the purposes of this Bond; excepting,
		however, the fifth paragraph of Section 13.
		Independent contractors not specified in e.(4), (5) or (8) above,
		intermediaries, agents, brokers or other representatives of the same general
		character shall not be considered Employees.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 9 of 19

Conditions And
Limitations
Definitions	f.	Forgery means the signing of the name of another natural person with the
(continued)		intent to deceive but does not mean a signature which consists in whole or in
		part of one's own name, with or without authority, in any capacity for any
		purpose.
	g.	Investment Company means any investment company registered under the
		Investment Company Act of 1940 and listed under the NAME OF ASSURED
		on the DECLARATIONS.
	h.	Items of Deposit means one or more checks or drafts drawn upon a
		financial institution in the United States of America.
	i.	Larceny or Embezzlement means larceny or embezzlement as defined in
		Section 37 of the Investment Company Act of 1940.
	j.	Property means money, revenue and other stamps; securities; including any
		note, stock, treasury stock, bond, debenture, evidence of indebtedness,
		certificate of deposit, certificate of interest or participation in any profit-
		sharing agreement, collateral trust certificate, preorganization certificate or
		subscription, transferable share, investment contract, voting trust certificate,
		certificate of deposit for a security, fractional undivided interest in oil, gas, or
		other mineral rights, any interest or instruments commonly known as a
		security under the Investment Company Act of 1940, any other certificate of
		interest or participation in, temporary or interim certificate for, receipt for,
		guarantee of, or warrant or right to subscribe to or purchase any of the
		foregoing; bills of exchange; acceptances; checks; withdrawal orders; money
		orders; travelers' letters of credit; bills of lading; abstracts of title; insurance
		policies, deeds, mortgages on real estate and/or upon chattels and interests
		therein; assignments of such policies, deeds or mortgages; other valuable
		papers, including books of accounts and other records used by the
		ASSURED in the conduct of its business (but excluding all electronic data
		processing records); and, all other instruments similar to or in the nature of
		the foregoing in which the ASSURED acquired an interest at the time of the
		ASSURED'S consolidation or merger with, or purchase of the principal
		assets of, a predecessor or which are held by the ASSURED for any
		purpose or in any capacity and whether so held gratuitously or not and
		whether or not the ASSURED is liable therefor.
	k.	Relative means the spouse of an Employee or partner of the ASSURED
		and any unmarried child supported wholly by, or living in the home of, such
		Employee or partner and being related to them by blood, marriage or legal
		guardianship.
	l.	Securities, documents or other written instruments means original
		(including original counterparts) negotiable or non-negotiable instruments, or
		assignments thereof, which in and of themselves represent an equitable
		interest, ownership, or debt and which are in the ordinary course of business
		transferable by delivery of such instruments with any necessary
		endorsements or assignments.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 10 of 19

Conditions And
Limitations
Definitions		m.	Subsidiary means any organization that, at the inception date of this Bond,
(continued)			is named in the APPLICATION or is created during the BOND PERIOD and
			of which more than fifty percent (50%) of the outstanding securities or voting
			rights representing the present right to vote for election of directors is owned
			or controlled by the ASSURED either directly or through one or more of its
			subsidiaries.
		n.	Transportation Company means any organization which provides its own
			or its leased vehicles for transportation or which provides freight forwarding
			or air express services.
		o.	Voice Initiated Election means any election concerning dividend options
			available to Investment Company shareholders or subscribers which is
			requested by voice over the telephone.
		p.	Voice Initiated Redemption means any redemption of shares issued by an
			Investment Company which is requested by voice over the telephone.
		q.	Voice Initiated Funds Transfer Instruction means any Voice Initiated
			Redemption or Voice Initiated Election.
		For the purposes of these definitions, the singular includes the plural and the
		plural includes the singular, unless otherwise indicated.
General Exclusions -	2.	This bond does not directly or indirectly cover:
Applicable to All Insuring		a.	loss not reported to the COMPANY in writing within sixty (60) days after
Clauses			termination of this Bond as an entirety;
		b.	loss due to riot or civil commotion outside the United States of America and
			Canada, or any loss due to military, naval or usurped power, war or
			insurrection.  This Section 2.b., however, shall not apply to loss which occurs
			in transit in the circumstances recited in INSURING CLAUSE 3., provided
			that when such transit was initiated there was no knowledge on the part of
			any person acting for the ASSURED of such riot, civil commotion, military,
			naval or usurped power, war or insurrection;
		c.	loss resulting from the effects of nuclear fission or fusion or radioactivity;
		d.	loss of potential income including, but not limited to, interest and dividends
			not realized by the ASSURED or by any customer of the ASSURED;
		e.	damages of any type for which the ASSURED is legally liable, except
			compensatory damages, but not multiples thereof, arising from a loss
			covered under this Bond;
		f.	costs, fees and expenses incurred by the ASSURED in establishing the
			existence of or amount of loss under this Bond, except to the extent covered
			under INSURING CLAUSE 11.;
		g.	loss resulting from indirect or consequential loss of any nature;

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 11 of 19

Conditions And
Limitations
General Exclusions -		h.	loss resulting from dishonest acts by any member of the Board of Directors
Applicable to All Insuring			or Board of Trustees of the ASSURED who is not an Employee, acting
Clauses			alone or in collusion with others;
(continued)		i.	loss, or that part of any loss, resulting solely from any violation by the
			ASSURED or by any Employee:
			(1)	of any law regulating:
				a.	the issuance, purchase or sale of securities,
				b.	securities transactions on security or commodity exchanges or
					the over the counter market,
				c.	investment companies,
				d.	investment advisors, or
			(2)	of any rule or regulation made pursuant to any such law; or
		j.	loss of confidential information, material or data;
		k.	loss resulting from voice requests or instructions received over the
			telephone, provided however, this Section 2.k. shall not apply to INSURING
			CLAUSE 7. or 9.
Specific Exclusions -	3.	This Bond does not directly or indirectly cover:
Applicable To All Insuring		a.	loss caused by an Employee, provided, however, this Section 3.a. shall not
Clauses Except Insuring			apply to loss covered under INSURING CLAUSE 2. or 3. which results
Clause 1.			directly from misplacement, mysterious unexplainable disappearance, or
			damage or destruction of Property;
		b.	loss through the surrender of property away from premises of the ASSURED
			as a result of a threat:
			(1)	to do bodily harm to any natural person, except loss of Property in
				transit in the custody of any person acting as messenger of the
				ASSURED, provided that when such transit was initiated there was no
				knowledge by the ASSURED of any such threat, and provided further
				that this Section 3.b. shall not apply to INSURING CLAUSE 7., or
			(2)	to do damage to the premises or Property of the ASSURED;
		c.	loss resulting from payments made or withdrawals from any account
			involving erroneous credits to such account;
		d.	loss involving Items of Deposit which are not finally paid for any reason
			provided however, that this Section 3.d. shall not apply to INSURING
			CLAUSE 10.;
		e.	loss of property while in the mail;

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 12 of 19

Conditions And
Limitations
Specific Exclusions -		f.	loss resulting from the failure for any reason of a financial or depository
Applicable To All Insuring			institution, its receiver or other liquidator to pay or deliver funds or other
Clauses Except Insuring			Property to the ASSURED provided further that this Section 3.f. shall not
Clause 1.			apply to loss of Property resulting directly from robbery, burglary,
(continued)			misplacement, mysterious unexplainable disappearance, damage,
			destruction or removal from the possession, custody or control of the
			ASSURED.
		g.	loss of Property while in the custody of a Transportation Company,
			provided however, that this Section 3.g. shall not apply to INSURING
			CLAUSE 3.;
		h.	loss resulting from entries or changes made by a natural person with
			authorized access to a Computer System who acts in good faith on
			instructions, unless such instructions are given to that person by a software
			contractor or its partner, officer, or employee authorized by the ASSURED to
			design, develop, prepare, supply, service, write or implement programs for
			the ASSURED's Computer System; or
		i.	loss resulting directly or indirectly from the input of data into a Computer
			System terminal, either on the premises of the customer of the ASSURED
			or under the control of such a customer, by a customer or other person who
			had authorized access to the customer's authentication mechanism.
Specific Exclusions -	4.	This bond does not directly or indirectly cover:
Applicable To All Insuring		a.	loss resulting from the complete or partial non-payment of or default on any
Clauses Except Insuring			loan whether such loan was procured in good faith or through trick, artifice,
Clauses 1., 4., And 5.			fraud or false pretenses; provided, however, this Section 4.a. shall not apply
			to INSURING CLAUSE 8.;
		b.	loss resulting from forgery or any alteration;
		c.	loss involving a counterfeit provided, however, this Section 4.c. shall not
			apply to INSURING CLAUSE 5. or 6.
Limit Of Liability/Non-	5.	At all times prior to termination of this Bond, this Bond shall continue in force for
Reduction And Non-		the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS,
Accumulation Of Liability		notwithstanding any previous loss for which the COMPANY may have paid or be
		liable to pay under this Bond provided, however, that the liability of the COMPANY
		under this Bond with respect to all loss resulting from:
		a.	any one act of burglary, robbery or hold-up, or attempt thereat, in which no
			Employee is concerned or implicated, or
		b.	any one unintentional or negligent act on the part of any one person
			resulting in damage to or destruction or misplacement of Property, or
		c.	all acts, other than those specified in a. above, of any one person, or

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 13 of 19

Conditions And
Limitations
Limit Of Liability/Non-		d.	any one casualty or event other than those specified in a., b., or c. above,
Reduction And Non-		shall be deemed to be one loss and shall be limited to the applicable LIMIT OF
Accumulation Of Liability		LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of
(continued)		the total amount of such loss or losses and shall not be cumulative in amounts
		from year to year or from period to period.
		All acts, as specified in c. above, of any one person which
		i.	directly or indirectly aid in any way wrongful acts of any other person or
			persons, or
		ii.	permit the continuation of wrongful acts of any other person or persons
		whether such acts are committed with or without the knowledge of the wrongful
		acts of the person so aided, and whether such acts are committed with or without
		the intent to aid such other person, shall be deemed to be one loss with the
		wrongful acts of all persons so aided.
Discovery	6.	This Bond applies only to loss first discovered by an officer of the ASSURED
		during the BOND PERIOD.  Discovery occurs at the earlier of an officer of the
		ASSURED being aware of:
		a.	facts which may subsequently result in a loss of a type covered by this Bond,
			or
		b.	an actual or potential claim in which it is alleged that the ASSURED is liable
			to a third party,
		regardless of when the act or acts causing or contributing to such loss occurred,
		even though the amount of loss does not exceed the applicable DEDUCTIBLE
		AMOUNT, or the exact amount or details of loss may not then be known.
Notice To Company -	7.	a.	The ASSURED shall give the COMPANY notice thereof at the earliest
Proof - Legal Proceedings			practicable moment, not to exceed sixty (60) days after discovery of loss, in
Against Company			an amount that is in excess of 50% of the applicable DEDUCTIBLE
			AMOUNT, as stated in ITEM 2. of the DECLARATIONS.
		b.	The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to,
			with full particulars within six (6) months after such discovery.
		c.	Securities listed in a proof of loss shall be identified by certificate or bond
			numbers, if issued with them.
		d.	Legal proceedings for the recovery of any loss under this Bond shall not be
			brought prior to the expiration of sixty (60) days after the proof of loss is filed
			with the COMPANY or after the expiration of twenty-four (24) months from
			the discovery of such loss.
		e.	This Bond affords coverage only in favor of the ASSURED.  No claim, suit,
			action or legal proceedings shall be brought under this Bond by anyone
			other than the ASSURED.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 14 of 19

Conditions And
Limitations
Notice To Company -		f.	Proof of loss involving Voice Initiated Funds Transfer Instruction shall
Proof - Legal Proceedings			include electronic recordings of such instructions.
Against Company
(continued)
Deductible Amount	8.	The COMPANY shall not be liable under any INSURING CLAUSES of this Bond
		on account of loss unless the amount of such loss, after deducting the net amount
		of all reimbursement and/or recovery obtained or made by the ASSURED, other
		than from any Bond or policy of insurance issued by an insurance company and
		covering such loss, or by the COMPANY on account thereof prior to payment by
		the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in
		ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event
		for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
		DECLARATIONS.
		There shall be no deductible applicable to any loss under INSURING CLAUSE 1.
		sustained by any Investment Company.
Valuation	9.	BOOKS OF ACCOUNT OR OTHER RECORDS
		The value of any loss of Property consisting of books of account or other records
		used by the ASSURED in the conduct of its business shall be the amount paid by
		the ASSURED for blank books, blank pages, or other materials which replace the
		lost books of account or other records, plus the cost of labor paid by the
		ASSURED for the actual transcription or copying of data to reproduce such books
		of account or other records.
		The value of any loss of Property other than books of account or other records
		used by the ASSURED in the conduct of its business, for which a claim is made
		shall be determined by the average market value of such Property on the
		business day immediately preceding discovery of such loss provided, however,
		that the value of any Property replaced by the ASSURED with the consent of the
		COMPANY and prior to the settlement of any claim for such Property shall be the
		actual market value at the time of replacement.
		In the case of a loss of interim certificates, warrants, rights or other securities, the
		production of which is necessary to the exercise of subscription, conversion,
		redemption or deposit privileges, the value of them shall be the market value of
		such privileges immediately preceding their expiration if said loss is not discovered
		until after their expiration.  If no market price is quoted for such Property or for
		such privileges, the value shall be fixed by agreement between the parties.
		OTHER PROPERTY
		The value of any loss of Property, other than as stated above, shall be the actual
		cash value or the cost of repairing or replacing such Property with Property of
		like quality and value, whichever is less.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 15 of 19

Conditions And
Limitations
(continued)
Securities Settlement	10.	In the event of a loss of securities covered under this Bond, the COMPANY may,
		at its sole discretion, purchase replacement securities, tender the value of the
		securities in money, or issue its indemnity to effect replacement securities.
		The indemnity required from the ASSURED under the terms of this Section
		against all loss, cost or expense arising from the replacement of securities by the
		COMPANY'S indemnity shall be:
		a.	for securities having a value less than or equal to the applicable
			DEDUCTIBLE AMOUNT - one hundred (100%) percent;
		b.	for securities having a value in excess of the DEDUCTIBLE AMOUNT but
			within the applicable LIMIT OF LIABILITY - the percentage that the
			DEDUCTIBLE AMOUNT bears to the value of the securities;
		c.	for securities having a value greater than the applicable LIMIT OF LIABILITY
			- the percentage that the DEDUCTIBLE AMOUNT and portion in excess of
			the applicable LIMIT OF LIABILITY bears to the value of the securities.
		The value referred to in Section 10.a., b., and c. is the value in accordance with
		Section 9, VALUATION, regardless of the value of such securities at the time the
		loss under the COMPANY'S indemnity is sustained.
		The COMPANY is not required to issue its indemnity for any portion of a loss of
		securities which is not covered by this Bond; however, the COMPANY may do so
		as a courtesy to the ASSURED and at its sole discretion.
		The ASSURED shall pay the proportion of the Company's premium charge for the
		Company's indemnity as set forth in Section 10.a., b., and c.  No portion of the
		LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
		purchased by the ASSURED to obtain replacement securities.
Subrogation - Assignment -	11.	In the event of a payment under this Bond, the COMPANY shall be subrogated to
Recovery		all of the ASSURED'S rights of recovery against any person or entity to the extent
		of such payment.  On request, the ASSURED shall deliver to the COMPANY an
		assignment of the ASSURED'S rights, title and interest and causes of action
		against any person or entity to the extent of such payment.
		Recoveries, whether effected by the COMPANY or by the ASSURED, shall be
		applied net of the expense of such recovery in the following order:
		a.	first, to the satisfaction of the ASSURED'S loss which would otherwise have
			been paid but for the fact that it is in excess of the applicable LIMIT OF
			LIABILITY,
		b.	second, to the COMPANY in satisfaction of amounts paid in settlement of
			the ASSURED'S claim,
		c.	third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE
			AMOUNT, and

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 16 of 19

Conditions And
Limitations
Subrogation - Assignment -		d.	fourth, to the ASSURED in satisfaction of any loss suffered by the
Recovery			ASSURED which was not covered under this Bond.
(continued)		Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a
		recovery under this section.
Cooperation Of Assured	12.	At the COMPANY'S request and at reasonable times and places designated by
		the COMPANY, the ASSURED shall:
		a.	submit to examination by the COMPANY and subscribe to the same under
			oath,
		b.	produce for the COMPANY'S examination all pertinent records, and
		c.	cooperate with the COMPANY in all matters pertaining to the loss.
		The ASSURED shall execute all papers and render assistance to secure to the
		COMPANY the rights and causes of action provided for under this Bond.  The
		ASSURED shall do nothing after loss to prejudice such rights or causes of action.
Termination	13.	If the Bond is for a sole ASSURED, it shall not be terminated unless written notice
		shall have been given by the acting party to the affected party and to the
		Securities and Exchange Commission, Washington, D.C., not less than sixty (60)
		days prior to the effective date of such termination.
		If the Bond is for a joint ASSURED, it shall not be terminated unless written notice
		shall have been given by the acting party to the affected party, and by the
		COMPANY to all ASSURED Investment Companies and to the Securities and
		Exchange Commission, Washington, D.C., not less than sixty (60) days prior to
		the effective date of such termination.
		This Bond will terminate as to any one ASSURED, other than an Investment
		Company:
		a.	immediately on the taking over of such ASSURED by a receiver or other
			liquidator or by State or Federal officials, or
		b.	immediately on the filing of a petition under any State or Federal statute
			relative to bankruptcy or reorganization of the ASSURED, or assignment for
			the benefit of creditors of the ASSURED, or
		c.	immediately upon such ASSURED ceasing to exist, whether through merger
			into another entity, disposition of all of its assets or otherwise.
		The COMPANY shall refund the unearned premium computed at short rates in
		accordance with the standard short rate cancellation tables if terminated by the
		ASSURED or pro rata if terminated for any other reason.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 17 of 19

Conditions And
Limitations
Termination		If any partner, director, trustee, or officer or supervisory employee of an
(continued)		ASSURED not acting in collusion with an Employee learns of any dishonest act
		committed by such Employee at any time, whether in the employment of the
		ASSURED or otherwise, whether or not such act is of the type covered under this
		Bond, and whether against the ASSURED or any other person or entity, the
		ASSURED:
		a.	shall immediately remove such Employee from a position that would enable
			such Employee to cause the ASSURED to suffer a loss covered by this
			Bond; and
		b.	within forty-eight (48) hours of learning that an Employee has committed
			any dishonest act, shall notify the COMPANY, of such action and provide full
			particulars of such dishonest act.
		The COMPANY may terminate coverage as respects any Employee sixty (60)
		days after written notice is received by each ASSURED Investment Company
		and the Securities and Exchange Commission, Washington, D.C. of its desire to
		terminate this Bond as to such Employee.
Other Insurance	14.	Coverage under this Bond shall apply only as excess over any valid and collectible
		insurance, indemnity or suretyship obtained by or on behalf of:
		a.	the ASSURED,
		b.	a Transportation Company, or
		c.	another entity on whose premises the loss occurred or which employed the
			person causing the loss or engaged the messenger conveying the Property
			involved.
Conformity	15.	If any limitation within this Bond is prohibited by any law controlling this Bond's
		construction, such limitation shall be deemed to be amended so as to equal the
		minimum period of limitation provided by such law.
Change or Modification	16.	This Bond or any instrument amending or affecting this Bond may not be changed
		or modified orally.  No change in or modification of this Bond shall be effective
		except when made by written endorsement to this Bond signed by an authorized
		representative of the COMPANY.
		If this Bond is for a sole ASSURED, no change or modification which would
		adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
		days after written notice has been furnished to the Securities and Exchange
		Commission, Washington, D.C., by the acting party.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 18 of 19

Conditions And
Limitations
Change or Modification	If this Bond is for a joint ASSURED, no charge or modification which would
(continued)	adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
	days after written notice has been furnished to all insured Investment Companies
	and to the Securities and Exchange Commission, Washington, D.C., by the
	COMPANY.

ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)	Page 19 of 19

FEDERAL INSURANCE COMPANY
Endorsement No.	1
Bond Number:	70437130

NAME OF ASSURED:  FMI COMMON STOCK FUNDS, INC. ETAL
REVISE ITEM 2.  ENDORSEMENT
It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and substituting the following:
ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:
If "Not Covered" is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any Investment Company.
		SINGLE LOSS		DEDUCTIBLE
INSURING CLAUSE		LIMIT OF LIABILITY		AMOUNT
1.	Employee	$	3,750,000	$	50,000
2.	On Premises	$	3,750,000	$	50,000
3.	In Transit	$	3,750,000	$	50,000
4.	Forgery or Alteration	$	3,750,000	$	50,000
5.	Extended Forgery	$	3,750,000	$	50,000
6.	Counterfeit Money	$	3,750,000	$	50,000
7.	Threats to Person	$	3,750,000	$	50,000
8.	Computer System	$	3,750,000	$	50,000
9.	Voice Initiated Funds Transfer Instruction	$	3,750,000	$	50,000
10.	Uncollectible Items of Deposit	$	100,000	$	5,000
11.	Audit Expense	$	100,000	$	5,000
12.	Telefacsimile Instruction	$	3,750,000	$	50,000
13.	Unauthorized Signature	$	100,000	$	5,000
14.	Stop Payment	$	100,000	$	5,000
This Endorsement applies to loss discovered after 12:01 a.m. on September 30, 2012.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 27, 2012

ICAP Bond
Form 17-02-1582 (Ed. 5-98)	Page 1

				FEDERAL INSURANCE COMPANY
				Endorsement No.:	2
				Bond Number:	70437130
NAME OF ASSURED:  FMI COMMON STOCK FUNDS, INC. ETAL
TELEFACSIMILE INSTRUCTION FRAUD ENDORSEMENT
It is agreed that this Bond is amended as follows:
1.	By adding the following INSURING CLAUSE:
	12.	Telefacsimile Instruction
		Loss resulting directly from the ASSURED having transferred, paid or delivered any funds or other Property or established any credit, debited any account or given any value on the faith of any fraudulent instructions sent by a Customer, financial institution or another office of the ASSURED by Telefacsimile directly to the ASSURED authorizing or acknowledging the transfer, payment or delivery of funds or Property or the establishment of a credit or the debiting of an account or the giving of value by the ASSURED where such Telefacsimile instructions:
		a.	bear a valid test key exchanged between the ASSURED and a Customer or another financial institution with authority to use such test key for Telefacsimile instructions in the ordinary course of business, but which test key has been wrongfully obtained by a person who was not authorized to initiate, make, validate or authenticate a test key arrangement, and
		b.	fraudulently purport to have been sent by such Customer or financial institution when such Telefacsimile instructions were transmitted without the knowledge or consent of such Customer or financial institution by a person other than such Customer or financial institution and which bear a Forgery of a signature, provided that the Telefacsimile instruction was verified by a direct call back to an employee of the financial institution, or a person thought by the ASSURED to be the Customer, or an employee of another financial institution.
2.	By deleting from Section 1., Definitions, the definition of Customer in its entirety, and substituting the following:
	d.	Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction or Telefacsimile Instruction.

ICAP Bond
Form 17-02-2367 (Rev. 10-03)	Page 1

3.	By adding to Section 1., Definitions, the following:
	r.	Telefacsimile means a system of transmitting written documents by electronic signals over telephone lines to equipment maintained by the ASSURED for the purpose of reproducing a copy of said document.  Telefacsimile does not mean electronic communication sent by Telex or similar means of communication, or through an electronic communication system or through an automated clearing house.
4.	By adding to Section 3., Specific Exclusions Applicable to All Insuring Clauses Except Insuring Clause 1. the following:
	j.	loss resulting directly or indirectly from Telefacsimile instructions provided, however, this exclusion shall not apply to this INSURING CLAUSE.
This Endorsement applies to loss discovered after 12:01 a.m. on September 30, 2012.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 27, 2012

ICAP Bond
Form 17-02-2367 (Rev. 10-03)	Page 2

				FEDERAL INSURANCE COMPANY
				Endorsement No.:	3
				Bond Number:	70437130
NAME OF ASSURED:  FMI COMMON STOCK FUNDS, INC. ETAL
UNAUTHORIZED SIGNATURE ENDORSEMENT
It is agreed that this Bond is amended as follows:
1.	By adding the following INSURING CLAUSE:
	13.	Unauthorized Signature
		Loss resulting directly from the ASSURED having accepted, paid or cashed any check or Withdrawal Order made or drawn on or against the account of the ASSURED’S customer which bears the signature or endorsement of one other than a person whose name and signature is on file with the ASSURED as a signatory on such account.
		It shall be a condition precedent to the ASSURED'S right of recovery under this INSURING CLAUSE that the ASSURED shall have on file signatures of all the persons who are signatories on such account.
2.	By adding to Section 1., Definitions, the following:
	s.	Instruction means a written order to the issuer of an Uncertificated Security requesting that the transfer, pledge or release from pledge of the specified Uncertificated Security be registered.
	t.	Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:
		(1)	not represented by an instrument and the transfer of which is registered on books maintained for that purpose by or on behalf of the issuer, and
		(2)	of a type commonly dealt in on securities exchanges or markets, and
		(3)	either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

ICAP Bond
Form 17-02-5602 (Ed. 10-03)	Page 1

	u.	Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a customer of the ASSURED authorizing the ASSURED to debit the customer’s account in the amount of funds stated therein.
This Endorsement applies to loss discovered after 12:01 a.m. on September 30, 2012.
	ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 27, 2012

ICAP Bond
Form 17-02-5602 (Ed. 10-03)	Page 2

					FEDERAL INSURANCE COMPANY
					Endorsement No.:	4
					Bond Number:	70437130
NAME OF ASSURED:  FMI COMMON STOCK FUNDS, INC. ETAL
STOP PAYMENT ORDER OR REFUSAL TO PAY CHECK ENDORSEMENT
It is agreed that this Bond is amended as follows:
1.		By adding the following INSURING CLAUSE:
	“	14.	Stop Payment Order or Refusal to Pay Check
			Loss resulting directly from the ASSURED being legally liable to pay compensatory damages for:
			a.	complying or failing to comply with notice from any customer of the ASSURED or any authorized representative of such customer, to stop payment on any check or draft made or drawn upon or against the ASSURED by such customer or by any authorized representative of such customer, or
			b.	refusing to pay any check or draft made or drawn upon or against the ASSURED by any customer of the ASSURED or by any authorized representative of such customer.”
2.		By adding the following Specific Exclusion:
		“Section 4.A.  Specific Exclusions – Applicable to INSURING CLAUSE 14
		This Bond does not directly or indirectly cover:
		a.	liability assumed by the ASSURED by agreement under any contract, unless such liability would have attached to the ASSURED even in the absence of such agreement,
		b.	loss arising out of:
			(1)	libel, slander, wrongful entry, eviction, defamation, false arrest, false imprisonment, malicious prosecution, assault or battery,
			(2)	sickness, disease, physical bodily harm, mental or emotional distress or anguish, or death of any person, or
			(3)	discrimination.”
This Endorsement applies to loss discovered after 12:01 a.m. on September 30, 2012.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 27, 2012

ICAP Bond

Form 17-02-2365 (Ed. 10-00)

			FEDERAL INSURANCE COMPANY
			Endorsement No:	5
			Bond Number:	70437130
NAME OF ASSURED:  FMI COMMON STOCK FUNDS, INC. ETAL
TERMINATION-NONRENEWAL-NOTICE ENDORSEMENT
It is agreed that this Bond is amended as follows:
1.	By adding to Section 13., Termination, the following:
	"Termination By The Company
	Bonds In Effect For More Than Sixty (60) Days
	If this Bond has been in effect for more than sixty (60) days, or, if this Bond is a renewal, the COMPANY may terminate by providing written notice of cancellation at least sixty (60) days before the effective date of termination for at least one of the following reasons:
	1.	Nonpayment of premium;
	2.	Discovery of fraud or material misrepresentation in obtaining this Bond or in the presentation of a claim thereunder;
	3.	Discovery of willful or reckless acts or omissions or violation of any provision of this Bond on the part of the ASSURED which substantially and materially increases any hazard insured against, and which occurred subsequent to the inception of the current BOND PERIOD;
	4.	Conviction of the ASSURED of a crime arising out of acts increasing the hazard insured against;
	5.	Material change in the risk which increases the risk of loss after insurance coverage has been issued or renewed, except to the extent that the COMPANY should reasonably have foreseen the change, or contemplated the risk when the contract was written;
	6.	Determination by the Commissioner that the continuation of the Bond would jeopardize a COMPANY'S solvency or would place the COMPANY in violation of the insurance laws of any state;
	7.	Determination by the Commissioner that continuation of the present premium volume of the COMPANY would jeopardize the COMPANY'S policyholders, creditors or the public;
	8.	Such other reasons that are approved by the Commissioner;
	9.	Determination by the Commissioner that the COMPANY no longer has adequate reinsurance to meet the ASSUREDS needs;
	10.	Substantial breaches of contractual duties, conditions or warranties; or
	11.	Unfavorable underwriting facts, specific to the ASSURED, existing that were not present at the inception of the Bond.

ICAP Bond
Form 17-02-1360 (Rev. 10-99)	Page 1

Bonds In Effect Sixty (60) Days Or Less
If this Bond has been in effect for sixty (60) days or less, and it is not a renewal Bond, the COMPANY may terminate for any reason by providing written notice of termination at least sixty (60) days before the effective date of termination.
Notice Of Termination
Notice of termination under this Section shall be mailed or delivered, by certified mail, return receipt provided by the United States Postal Service, to the ASSURED and to the authorized agent or broker, if any, at least sixty (60) days prior to the effective date of cancellation at the address shown on the
DECLARATIONS of this Bond.
If this Bond is cancelled for nonpayment of premium, the COMPANY will mail or deliver, by certified mail, return receipt provided by the United States Postal Service, a written notice at least thirty (30) days before the effective date of cancellation.  The cancellation notice shall contain information regarding the amount of premium due and the due date, and shall state the effect of nonpayment by the due date.
Cancellation shall not be effective if payment of the amount due is made prior to the effective date of cancellation.
All notice of cancellation shall state the reason(s) for cancellation.
There is no liability on the part of, and no cause of action of any nature shall arise against, the COMPANY, its authorized representatives, its employees, or any firm, person or corporation furnishing to the COMPANY, information relating to the reasons for cancellation or nonrenewal, for any statement made by them in complying or enabling the COMPANY to comply with this Section, for the provision of information pertaining thereto, or for statements made or evidence submitted at any hearings conducted in connection therewith, if such information was provided in good faith and without malice.
Notice Of Nonrenewal
If the COMPANY elects not to renew this Bond, the COMPANY shall mail or deliver written notice, by certified mail, return receipt, provided by the United States Postal Service, to the ASSURED, at his last known address, at least sixty (60) days before the expiration date or before the anniversary date, if this  Bond has been written for a term of more than one (1) year.  Such notice shall also be mailed to the ASSURED'S agent or broker, if any.
Such notice shall contain all of the following:
a.	Bond Number:
b.	Date of Notice;
c.	Reason for Cancellation;
d.	Expiration Date of the Bond;
e.	Effective Date and Hour of Cancellation.
Notice of nonrenewal shall not be required if the COMPANY or a COMPANY within the same insurance group has offered to issue a renewal Bond, the ASSURED has obtained replacement coverage or has agreed in writing to obtain replacement coverage, the ASSURED has requested or agreed to nonrenewal, or the Bond is expressly designated as nonrenewable.

ICAP Bond
Form 17-02-1360 (Rev. 10-99)	Page 2

	Return Premium Calculations
	Any unearned premiums which have been paid by the ASSURED shall be refunded to the ASSURED on a pro rata basis if terminated by the COMPANY or the ASSURED.  The unearned premiums shall be refunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or the effective date of cancellation, whichever is later.
	Conditional Renewal
	If the COMPANY offers or purports to renew the Bond, but on less favorable terms or at higher rates, the new terms or higher premiums may take effect on the renewal date, if the COMPANY mails or delivers by certified mail, return receipt provided by the United States Postal Service, to the ASSURED, notice of the new terms or premiums at least sixty (60) days prior to the renewal date.  If the COMPANY notifies the ASSURED within sixty (60) days prior to the renewal date, the new terms or premiums do not take effect until sixty (60) days after the notice is mailed or delivered, in which case, the ASSURED may elect to cancel the renewal Bond within the sixty (60) day period.  If the COMPANY does not notify the ASSURED of the new terms or premiums, the COMPANY shall continue the Bond at the expiring terms and premiums until notice is given or until the effective date of replacement coverage is obtained by the ASSURED, whichever occurs first.”
2.	It is further understood and agreed that for the purposes of Section 13., Termination, any occurrence listed in this Section shall be considered to be a request by the ASSURED to immediately terminate this Bond.
This Endorsement applies to loss discovered after 12:01 a.m. on September 30, 2012.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 27, 2012

ICAP Bond
Form 17-02-1360 (Rev. 10-99)	Page 3

	FEDERAL INSURANCE COMPANY
	Endorsement No:	6
	Bond Number:	70437130
NAME OF ASSURED:  FMI COMMON STOCK FUNDS, INC. ETAL
NAME OF ASSURED ENDORSEMENT
It is agreed that the NAME OF ASSURED in the DECLARATIONS is amended to read as follows:
FMI Funds, Inc.
FMI Common Stock Fund, Inc.
FMI Focus Fund
FMI Large Cap
FMI International Fund
This Endorsement applies to loss discovered after 12:01 a.m. on September 30, 2012.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

Date: August 27, 2012

ICAP Bond
Form 17-02-0949 (Rev. 1-97)	Page 1

		ENDORSEMENT/RIDER
Effective date of
this endorsement/rider: September 30, 2012		FEDERAL INSURANCE COMPANY
		Endorsement/Rider No.	7
		To be attached to and
		form a part of Bond No.	70437130
Issued to:  FMI COMMON STOCK FUNDS, INC. ETAL
AUTOMATIC INCREASE IN LIMITS ENDORSEMENT
In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C.  Additional Offices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To Company, is amended by adding the following subsection:
Automatic Increase in Limits for Investment Companies
If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940 (“the Act”), due to:
(i)	the creation of a new Investment Company, other than by consolidation or merger with, or purchase or acquisition of assets or liabilities of, another institution; or
(ii)	an increase in asset size of current Investment Companies covered under this Bond, then the minimum required increase in limits shall take place automatically without payment of additional premium for the remainder of the BOND PERIOD.
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.

14-02-14098 (04/2008)

Page 1

	ENDORSEMENT/RIDER
Effective date of
this endorsement/rider: September 30, 2012	FEDERAL INSURANCE COMPANY
	Endorsement/Rider No.	8
	To be attached to and
	form a part of Bond No.	70437130
Issued to:  FMI COMMON STOCK FUNDS, INC. ETAL
COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS
It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the coverage provided by this insurance.
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.

14-02-9228 (02/2010)

Page 1

		ENDORSEMENT/RIDER
Effective date of
this endorsement/rider: September 30, 2012		FEDERAL INSURANCE COMPANY
		Endorsement/Rider No.	9
		To be attached to and
		form a part of Bond No.	70437130
Issued to:  FMI COMMON STOCK FUNDS, INC. ETAL
DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION
ENDORSEMENT
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
1.	The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.
2.	The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced with the following:
	If this Bond is for a joint ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and the Securities and Exchange Commission, Washington, D.C., by the COMPANY.
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.

17-02-2437 (12/2006) rev.

Page 1

FMI COMMON STOCK FUND, INC. and FMI FUNDS, INC.

A.   FIDELITY BOND – ATTACHED

B.     OFFICER’S CERTIFICATION REGARDING RESOLUTIONS

The undersigned, Kathleen M. Lauters, Chief Compliance Officer of FMI Common Stock Fund, Inc. and FMI Funds, Inc., (the “Funds”), hereby certifies that the following are resolutions passed by the Directors of the Funds, including all of the Directors who are not “interested persons” (as that term is defined in the Investment Company Act of 1940) of the Funds, at the September 21, 2012 meeting of the Board of Directors:

FIDELITY BOND (Effective Date 9-30-12)

RESOLVED, that the Funds proceed with the renewal of the forms and required amounts of the joint blanket bond coverage be, and hereby is, approved.

FURTHER RESOLVED, that, after a review of such factors as (i) the total premiums required to be paid; (ii) the number of other parties named as insured; (iii) the nature of the business activities of such other parties; (iv) the total amount of the bond; (v) the ratable allocation of the total premium among all of the insureds; and (vi) the extent to which the share of the premium allocated to each of the insureds is less than the premium each Fund would have had to pay if it had purchased and maintained its own bond, it is the judgment of the Board of Directors of the Funds that the portion of the premium to be paid by each Fund shall be in proportion to such Fund’s relative net assets.

FURTHER RESOLVED, that the appropriate officers of the Funds are hereby authorized to increase the amount of the Fund’s bond as may be necessary to satisfy the requirements of Rule 17g-1(d) under the Investment Company Act of 1940.

FURTHER RESOLVED, that Kathleen M. Lauters is hereby designated as the officer who shall make the filings and give notices required by Rule 17g-1(g).

C.    PERIOD COVERED BY POLICY

The period covered by the fidelity bond as to which premiums have been paid is September 30, 2012 with an expiration date of September 30, 2013.

Page  1 of 4

D.    RECOVERY AGREEMENT

RECOVERY AGREEMENT

Pursuant to Rule 17g-1(f) promulgated under the Investment Company Act of 1940, the undersigned, FMI Common Stock Fund, Inc. and FMI Funds, Inc (FMI Common Stock Fund, Inc. and FMI Funds, Inc. and any series thereof are referred to collectively as the “Funds” and individually as a “Fund”), each a registered management investment company named as an insured in a joint insured bond as such term is defined in Rule 17g-1(b) under the Investment Company Act of 1940, agree that in the event that any recovery is received under the aforementioned joint insured bond as a result of a loss sustained by more than one of the Funds, each Fund shall receive an equitable and proportionate share of such recovery, but in an amount at least equal to the amount which each of them would have received had each of them provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1.

FMI COMMON STOCK FUND, INC.

By:   /s/  John S. Brandser

              Vice President

FMI FUNDS, INC.

By:   /s/ John S. Brandser

             Vice President

Page  2 of 4

E.   INVOICE AND ALLOCATION

Willis of Maryland, Inc

13176 Collection Center Drive * Chicago, IL 60693-1317

-------- INVOICE --------

FMI Common Stock Fund, Inc. & FMI Funds, Inc. ETAL 100 E. Wisconsin Ave  Suite 2200 Milwaukee, WI  53202		Invoice Date	08/24/12
		Invoice No.	493524
		Bill-To Code	6FMIFUND
		Client Code	6FMIFUND
		Invoice Order No	6*609156
Named Insured:	FMI Common Stock Fund, Inc. & FMI Funds, Inc.  ETAL	Amount Remitted: $

Make checks payable to:                                                      Willis of Maryland, Inc.

Effective Date	Policy Period	Coverage Description		Transaction Amount
09/30/2012	09/30/2012 to 09/30/2013	Federal Ins. Company  Policy No. 70437130  *Renewal - ICAP BOND    Please remit payment to:    Willis of Maryland, Inc.    Chicago Lockbox    13176 Collection Center Drive    Chicago, IL 60693-13176    12-13 Investment Company Bond    Renewal  Invoice Number: 493524	Amount Due:	$8,250.00 $8,250.00
*Premiums Due and Payable on Effective Date

6JMAN   Page 1                                                         INVOICE  COPY

Willis is a member of a major international group of companies.  In addition to the compensation received by Willis from insurers for placements of your insurance  coverages, other parties, such as excess and surplus lines brokers, wholesalers, reinsurance intermediaries, underwriting managers and similar parties (some of which may be owned in whole or in part by Willis’ corporate parent or affiliates), may earn and retain usual and customary commissions for their role in providing insurance products or services to clients under their separate contracts with insurers or reinsurers.  On October 21, 2004, we announced that we would discontinue contingencies in North America immediately and in other countries in which we operate by the end of the year.  For any placements that were made prior to October 21, 2004, it is possible that Willis or its corporate parents or affiliates, earned contingent payments or allowances from insurers based on factors which are not client-specific, such as size or performance of an overall book of business produced with an insurer by Willis, its corporate parents or affiliates.  Upon written request, Willis will provide information regarding the compensation received by Willis or by its corporate parents or affiliates.  Prior to its merger with Willis, HRH accepted contingent compensation on certain of its clients’ accounts; these contingents will be phased out over three years, and no contingents will be accepted on any new brokerage clients or business generated after the October 1, 2008 acquisition.

Page 3 of 4

Asset Premium Allocation

     For

FMI Common Stock Fund, Inc. and FMI Funds, Inc. ETAL

The following allocation of premium is in accordance with SEC Rule 17D1.  This Rule requires that the allocation of premium be fair and reasonable based on the proportionate share of the sum of the premiums that each entity would have paid if they had purchased such insurance separately.  The allocation is as follows:

Annual SEC 17g-1 ComplianceFidelity Bond

Fidelity Bond Amount: $3,750,000

Term: 9/30/2012-9/30/2013

Assets as of application date of 7/31/12

Premium  $8,250

	TOTAL OF		BOND AMOUNT	% OF	PREMIUM
FUND	ASSETS		NEEDED	BOND	COST
FMI Common Stock Fund, Inc.	$1,110,289,226		$1,250,000	33.0%	$2,722.50
FMI Funds, Inc.
Focus Fund Large Cap Fund International Fund	$555,142,674 $5,896,764,665  $57,107,107		2,500,000	67.0%	$471.00  $5,001.00 $55.50*
FMI Funds, Inc. Total	$6,509,014,446				$5,527.50
TOTALS	$7,619,303,672		$3,750,000	100.00%	$8,250.00
*Minimum of 1% used in this allocation as the Fund could not individually secure this bond for less than the $1,000 minimum premium.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on September 21, 2012.

/s/ Kathleen M. Lauters

Kathleen M. Lauters

FMI Funds Chief Compliance Officer

Page  4 of 4