[Federal Register Volume 86, Number 247 (Wednesday, December 29, 2021)]
[Notices]
[Pages 74184-74185]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-28235]


-----------------------------------------------------------------------

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.

-----------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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 [email protected] 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 [email protected].

ADDRESSES: The Commission: [email protected]. Applicants: John 
S. Brandser, Fiduciary Management, Inc., 100 East Wisconsin, Suite 
2200, Milwaukee, WI 53202, [email protected]; Peter D. Fetzer, Foley & 
Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, WI 53202, 
[email protected].

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 https://www.sec.gov/search/search.htm 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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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

[[Page 74185]]

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.
---------------------------------------------------------------------------

    \3\ The NYSE Proxy Portfolio Methodology (as defined in the 
Reference Order) is the intellectual property of the NYSE Group, 
Inc.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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


