AMENDMENT TO ADMINISTRATION AGREEMENT

          This Amendment to Administration Agreement is made as of March 27,
2001 by and between FMI Funds, Inc. (the "Fund") and Fiduciary Management, Inc.
(the "Administrator").

          WHEREAS, the Fund and the Administrator entered into an Administration
Agreement dated December 9, 1996 (the "Agreement"); and

          WHEREAS, the Fund and the Administrator desire to amend Section 4 of
the Agreement.

          NOW, THEREFORE, the parties mutually agree as follows:

          1. Compensation of the Administrator. Section 4 of the Agreement is
hereby amended by adding the following paragraph:

          "In addition to the above fees, the Fund shall pay the
          Administrator annually a fee of $100 for each state in which
          shares of the Fund are qualified for sale, a fee of $80 for
          each state in which the Fund is registered as an
          issuer-dealer and a fee of $50 for each agent registration
          maintained on behalf of the Fund, none of which fees shall
          be reduced if registrations are maintained for less than an
          entire fiscal year."

          2. No other Changes. Except to the extent changed and modified herein,
all of the terms and conditions of the Agreement shall remain unchanged,
unmodified and in full force and effect.

          IN WITNESS WHEREOF, the parties have caused this Amendment to
Administration Agreement to be executed as of the day first above written.

                                        FIDUCIARY MANAGEMENT, INC.



                                        By
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                                        FMI FUNDS, INC.



                                        By
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