Reorganiztion of FMI Common Stock Fund Inc. to FMI Common Stock Fund

TheShadow

http://www.sec.gov/Archives/edgar/data/1023391/000089853113000432/fmif_csf-485a.htm

Excerpt:
Explanatory Note

This Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, for FMI Funds, Inc. (the “Registrant”), relates to the creation of a new series of the Registrant to be known as FMI Common Stock Fund, which will be the successor Fund to the FMI Common Stock Fund, the sole series of FMI Common Stock Fund, Inc., as a result of a reorganization. The prospectus and statement of additional information for the other portfolios of the Registrant included in Post-Effective Amendment No. 23 to the Registrant’s Registration Statement on Form N-1A, are not changed by the filing of Post-Effective Amendment No. 25 to the Registrant’s Registration Statement on Form N-1A.

Does not appear to affect the "Closed" status of the fund.

VintageFreak

Err...call me stupid. WTF? The name is the same. They changed something in the prospectus? That it?

I have this in my IRA. I would like to buy in taxable as well but is closed. Even that is not changing. Why are they causing people trouble when nothing seems to be really changing?

msf

The "old" FMI Common Stock Fund was a series of the registered investment company FMI Common Stock Fund, Inc.

The "new" FMI Common Stock Fund is part of a completely different registered investment company. It is a new series of the RIC FMI Funds Inc. (which also offers, as separate series, FMI Focus, FMI Large Cap, and FMI International).

ICI defines a series fund as a "group of different mutual funds, each with its own investment objective and policies, that is structured as a single corporation or business trust."

I think a clearer excerpt from the filing would be the explanation from the updated SAI itself:

FUND HISTORY AND CLASSIFICATION

FMI Funds, Inc., a Maryland corporation incorporated on September 5, 1996 (the “Corporation”), is an open-end, management investment company consisting of two diversified portfolios, FMI Focus Fund and FMI Common Stock Fund, and two non-diversified portfolios, FMI Large Cap Fund and FMI International Fund. This SAI pertains solely to the FMI Common Stock Fund (the “Fund”). The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Fund became effective on [●][●], 2013 and is the successor in interest to another fund (the “Predecessor Fund”) having the same name and investment objective that was included as a series of another investment company, FMI Common Stock Fund, Inc., that was also advised by the Fund’s investment adviser, Fiduciary Management, Inc. Effective as of the close of business on [●][●], 2013, the assets and liabilities of the Predecessor Fund were transferred to the Fund.

Investor

I am not exactly sure what changed. I looked at the SEC filing did not notice something obvious without comparing with previous forms.

Update: OK. From @msf's quotation I understand what changed but what prompted this re-org? What objective are they trying to achieve that they could not achieve under previous organization.

TheShadow

Reply to @VintageFreak:

While the fund is closed to new investors, since you already have a position in the fund, you should be able to open a new account in a taxable account provided that you can demonstrate you own the shares by submitting a recent statement. You need to speak with CSR for more information.

Fund Eligible Purchases Closed to New Investors

The Fund is closed to new investors. Except as indicated below, only investors of the Fund on December 31, 2009, whether owning shares of record or through a processing intermediary, are eligible to purchase shares of the Fund. Exceptions include:

Participants in an employee retirement plan for which the Fund is an eligible investment alternative and whose records are maintained by a processing intermediary having an agreement with the Fund in effect on December 31, 2009.

Clients of a financial adviser or planner who had client assets invested in the Fund on December 31, 2009.

Employees, officers and directors of the Fund or the Adviser, and members of their immediate families (namely, spouses, siblings, parents, children and grandchildren).

Firms having an existing business relationship with the Adviser, whose investment the officers of the Fund determine, in their sole discretion, would not adversely affect the Adviser’s ability to manage the Fund effectively.

The Fund reserves the right, at any time, to re-open or modify the extent to which the future sales of shares are limited.

msf

There are a few reasons why families move series funds from one RIC to another. A couple that come to mind are changing the state in which the RIC is organized (different laws), and to loosen up the restrictions on the fund.

From a quick look at the old SAI (FMI Common Stock Fund, Inc.), and comparing it with the new filings linked to by Shadow, it looks like that second explanation shows what changed. See the "Investment Restrictions" section.

For example, old: "The Fund ...will not pledge any of its assets except to secure borrowings and only to an extent not greater than 10% of the value of the Fund’s net assets."

New: "The Fund will not pledge ... any of its assets, except to secure permitted borrowings."