FMI Funds, Inc., et al., 74184-74185 [2021-28235]

Download as PDF 74184 Federal Register / Vol. 86, No. 247 / Wednesday, December 29, 2021 / Notices provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSE–2021–73 and should be submitted on or before January 19, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.16 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–28246 Filed 12–28–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34451; File No. 812–15228] FMI Funds, Inc., et al. December 22, 2021. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. khammond on DSKJM1Z7X2PROD with NOTICES AGENCY: 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, 16 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 20:20 Dec 28, 2021 Jkt 256001 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 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 SecretarysOffice@sec.gov 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 SecretarysOffice@sec.gov. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: John S. Brandser, Fiduciary Management, Inc., 100 East Wisconsin, Suite 2200, Milwaukee, WI 53202, rladwig@fmimgt.com; Peter D. Fetzer, Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, WI 53202, pfetzer@foley.com. 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 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. PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 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. 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 subadvisers 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 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. E:\FR\FM\29DEN1.SGM 29DEN1 Federal Register / Vol. 86, No. 247 / Wednesday, December 29, 2021 / Notices khammond on DSKJM1Z7X2PROD with NOTICES 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. 5. Applicants request that the Order apply to the Initial Fund and to any other existing or future registered openend 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 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. 3 The NYSE Proxy Portfolio Methodology (as defined in the Reference Order) is the intellectual property of the NYSE Group, Inc. 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. VerDate Sep<11>2014 20:20 Dec 28, 2021 Jkt 256001 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 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93856; File No. SR–NSCC– 2021–016] Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing of Proposed Rule Change To Enhance Capital Requirements and Make Other Changes December 22, 2021. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 13, 2021, National Securities Clearing Corporation (‘‘NSCC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the clearing agency. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Clearing Agency’s Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change consists of amendments to the Rules & Procedures (‘‘Rules’’) of NSCC in order to (i) enhance NSCC’s capital requirements for Members and Limited Members (collectively, ‘‘members’’), (ii) redefine NSCC’s Watch List and eliminate NSCC’s enhanced surveillance list, and (iii) make certain other clarifying, technical and supplementary changes in the Rules, including definitional updates, to accomplish items (i) and (ii), as described in greater detail below.3 II. Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the clearing agency included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 Capitalized terms not defined herein are defined in the Rules, available at https://www.dtcc.com/∼/ media/Files/Downloads/legal/rules/nscc_rules.pdf. 2 17 PO 00000 Frm 00123 Fmt 4703 Sfmt 4703 74185 statements may be examined at the places specified in Item IV below. The clearing agency has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. (A) Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this proposed rule change is to (i) enhance NSCC’s capital requirements for Members and Limited Members (collectively, ‘‘members’’), (ii) redefine NSCC’s Watch List and eliminate NSCC’s enhanced surveillance list, and (iii) make certain other clarifying, technical and supplementary changes in the Rules, including definitional updates, to accomplish items (i) and (ii). (i) Background Central counterparties (‘‘CCPs’’) play a key role in financial markets by mitigating counterparty credit risk on transactions of their participants. CCPs achieve this by providing guaranties to participants and, as a consequence, are typically exposed to credit risks that could lead to default losses. As a CCP, NSCC is exposed to the credit risks of its members. The credit risks borne by NSCC are mitigated, in part, by the capital maintained by members, which serves as a lossabsorbing buffer. In accordance with Section 17A(b)(4)(B) of the Exchange Act,4 a registered clearing agency such as NSCC may, among other things, deny participation to, or condition the participation of, any person on such person meeting such standards of financial responsibility prescribed by the rules of the registered clearing agency. In furtherance of this authority, NSCC requires applicants and members to meet the relevant financial responsibility standards prescribed by the Rules. These financial responsibility standards generally require members to have and maintain certain levels of capital, as more particularly described in the Rules and below. NSCC’s capital requirements for its members have not been updated in over 20 years. Since that time, there have been significant changes to the financial markets that warrant NSCC revisiting its capital requirements. For example, the regulatory environment within which NSCC and its members operate has undergone various changes. The 4 15 E:\FR\FM\29DEN1.SGM U.S.C. 78q–1(b)(4)(B). 29DEN1

Agencies

[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]


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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.

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

    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
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