Notice2021-28235
FMI Funds, Inc., et al.
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 29, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 247 (Wednesday, December 29, 2021)</title>
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[Federal Register Volume 86, Number 247 (Wednesday, December 29, 2021)]
[Notices]
[Pages 74184-74185]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-28235]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34451; File No. 812-15228]
FMI Funds, Inc., et al.
December 22, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
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Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (``Act'') for an exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the
Act, and under sections 6(c) and 17(b) of the Act for an exemption from
sections 17(a)(1) and 17(a)(2) of the Act.
Applicants: FMI Funds, Inc. (``Company''), Fiduciary Management,
Inc. (the ``Initial Adviser'') and Foreside Financial Services, LLC
(the ``Distributor'', and, together with the Company, and the Adviser,
the ``Applicants'').
Summary of Application: Applicants request an order (``Order'')
that permits: (a) The Funds (defined below) to issue shares
(``Shares'') redeemable in large aggregations only (``creation
units''); (b) secondary market transactions in Shares to occur at
negotiated market prices rather than at net asset value; (c) certain
Funds to pay redemption proceeds, under certain circumstances, more
than seven days after the tender of Shares for redemption; and (d)
certain affiliated persons of a Fund to deposit securities into, and
receive securities from, the Fund in connection with the purchase and
redemption of creation units. The relief in the Order would incorporate
by reference terms and conditions of the same relief of a previous
order granting the same relief sought by applicants, as that order may
be amended from time to time (``Reference Order'').\1\
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\1\ Natixis ETF Trust II, et al., Investment Company Act Rel.
Nos. 33684 (November 14, 2019) (notice) and 33711 (December 10,
2019) (order). Applicants are not seeking relief under section
12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A)
and 12(d)(1)(B) of the Act (the ``Section 12(d)(1) Relief''), and
relief under sections 6(c) and 17(b) of the Act for an exemption
from sections 17(a)(1) and 17(a)(2) of the Act relating to the
Section 12(d)(1) Relief, as granted in the Reference Order.
Accordingly, to the extent the terms and conditions of the Reference
Order relate to such relief, they are not incorporated by reference
into the Order.
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Filing Date: The application was filed on May 5, 2021, and amended
on July 30, 2021.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by emailing the Commission's
Secretary at <a href="/cdn-cgi/l/email-protection#3360565041564752414a401e7c55555a5056734056501d545c45"><span class="__cf_email__" data-cfemail="0754626475627366757e742a4861616e64624774626429606871">[email protected]</span></a> and serving Applicants with a
copy of the request, personally or by mail. Hearing requests should be
received by the Commission by 5:30 p.m. on January 17, 2022, and should
be accompanied by proof of service on applicants, in the form of an
affidavit or, for lawyers, a certificate of service. Pursuant to rule
0-5 under the Act, hearing requests should state the nature of the
writer's interest, any facts bearing upon the desirability of a hearing
on the matter, the reason for the request, and the issues contested.
Persons who wish to be notified of a hearing may request notification
by emailing the Commission's Secretary at <a href="/cdn-cgi/l/email-protection#aefdcbcddccbdacfdcd7dd83e1c8c8c7cdcbeeddcbcd80c9c1d8"><span class="__cf_email__" data-cfemail="6437010716011005161d17492b02020d0701241701074a030b12">[email protected]</span></a>.
ADDRESSES: The Commission: <a href="/cdn-cgi/l/email-protection#7d2e181e0f18091c0f040e50321b1b141e183d0e181e531a120b"><span class="__cf_email__" data-cfemail="f6a5939584938297848f85dbb990909f9593b6859395d8919980">[email protected]</span></a>. Applicants: John
S. Brandser, Fiduciary Management, Inc., 100 East Wisconsin, Suite
2200, Milwaukee, WI 53202, <a href="/cdn-cgi/l/email-protection#fb89979a9f8c929cbb9d9692969c8fd5989496"><span class="__cf_email__" data-cfemail="2e5c424f4a5947496e48434743495a004d4143">[email protected]</span></a>; Peter D. Fetzer, Foley &
Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, WI 53202,
<a href="/cdn-cgi/l/email-protection#54243231202e312614323b38312d7a373b39"><span class="__cf_email__" data-cfemail="a9d9cfccddd3ccdbe9cfc6c5ccd087cac6c4">[email protected]</span></a>.
FOR FURTHER INFORMATION CONTACT: Jessica Shin, Attorney-Adviser, at
(202) 551-3685 or Lisa Reid Ragen, Branch Chief, at (202) 551-6825
(Division of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at <a href="https://www.sec.gov/search/search.htm">https://www.sec.gov/search/search.htm</a> or by calling (202) 551-8090.
Applicants
1. The Company is a corporation organized under the laws of the
State of Maryland. The Company currently consists of four series, and
will consist of one or more series operating as a Fund. The Company is
registered as an open-end management investment company under the Act.
Applicants seek relief with respect to Funds (as defined below),
including an initial Fund (the ``Initial Fund''). The Funds will offer
exchange-traded shares utilizing active management investment
strategies as contemplated by the Reference Order.\2\
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\2\ To facilitate arbitrage, among other things, each day a Fund
will publish a basket of securities and cash that, while different
from the Fund's portfolio, is designed to closely track its daily
performance.
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2. The Initial Adviser, a Wisconsin corporation, will be the
investment adviser to the Initial Fund. Subject to approval by the
Funds' board of trustees, an Adviser (as defined below) will serve as
investment adviser to each Fund. The Initial Adviser is, and any other
Adviser will be, registered as an investment adviser under the
Investment Advisers Act of 1940 (``Advisers Act''). The Adviser may
enter into sub-advisory agreements with other investment advisers to
act as sub-advisers with respect to the Funds (each a ``Sub-Adviser'').
Any Sub-Adviser to a Fund will be registered under the Advisers Act.
3. The Distributor, a Delaware limited liability company, is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended, and will act as the distributor and principal underwriter of
Shares of the Funds. Applicants request that the requested relief apply
to any distributor of Shares, whether affiliated or unaffiliated with
the Adviser and/or Sub-Adviser. Any Distributor will comply with the
terms and conditions of the Order.
Applicants' Requested Exemptive Relief
4. Applicants seek the requested Order under section 6(c) of the
Act for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e)
of the Act and rule 22c-1 under the Act, and under sections 6(c) and
17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2)
of the Act. The requested Order would permit applicants to offer Funds
that utilize the NYSE Proxy Portfolio
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Methodology. Because the relief requested is the same as certain of the
relief granted by the Commission under the Reference Order and because
the Initial Adviser has entered into a licensing agreement with NYSE
Group, Inc. in order to offer Funds that utilize the NYSE Proxy
Portfolio Methodology,\3\ the Order would incorporate by reference the
terms and conditions of the same relief of the Reference Order.
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\3\ The NYSE Proxy Portfolio Methodology (as defined in the
Reference Order) is the intellectual property of the NYSE Group,
Inc.
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5. Applicants request that the Order apply to the Initial Fund and
to any other existing or future registered open-end management
investment company or series thereof that: (a) Is advised by the
Initial Adviser or any entity controlling, controlled by, or under
common control with the Initial Adviser (any such entity, along with
the Initial Adviser, included in the term ``Adviser''); (b) offers
exchange-traded shares utilizing active management investment
strategies as contemplated by the Reference Order; and (c) complies
with the terms and conditions of the Order and the terms and conditions
of the Reference Order that are incorporated by reference into the
Order (each such company or series and the Initial Fund, a
``Fund'').\4\
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\4\ All entities that currently intend to rely on the Order are
named as applicants. Any other entity that relies on the Order in
the future will comply with the terms and conditions of the Order
and the terms and conditions of the Reference Order that are
incorporated by reference into the Order.
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6. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction, or any class of persons,
securities or transactions, from any provisions of the Act, if and to
the extent that such exemption is necessary or appropriate in the
public interest and consistent with the protection of investors and the
purposes fairly intended by the policy and provisions of the Act.
Section 17(b) of the Act authorizes the Commission to exempt a proposed
transaction from section 17(a) of the Act if evidence establishes that
the terms of the transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and the transaction is consistent
with the policies of the registered investment company and the general
purposes of the Act. Applicants submit that for the reasons stated in
the Reference Order the requested relief meets the exemptive standards
under sections 6(c) and 17(b) of the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-28235 Filed 12-28-21; 8:45 am]
BILLING CODE 8011-01-P
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