FMI FOCUS FUND
Supplement to the Prospectus
dated June 16, 1997
Fiduciary Management, Inc. (the "Adviser") has proposed that the
monthly investment advisory fee payable by the Fund to the Adviser be
increased from 1/12 of 1% (1% per annum) of the average daily net assets
of the Fund to 1/12 of 1.25% (1.25% per annum) of the average daily net
assets of the Fund. The Board of Directors of the Company will consider
the Adviser's proposal at a meeting to be held on December 9, 1997. If
the Adviser's proposal is approved by the Board of Directors, shareholders
of the Fund will be asked to vote upon a proposal to approve a new
investment advisory agreement incorporating the higher investment advisory
fee at a Special Meeting of Shareholders to be held on December 22, 1997.
The date of this Supplement is December 3, 1997.
