PROSPECTUS
January 31, 2000
FMI
Focus Fund
A NO-LOAD
MUTUAL FUND
FMI Focus Fund
PROSPECTUS
JANUARY 31, 2000
FMI Focus Fund is a no load mutual fund seeking capital
appreciation by investing in a limited number of
securities.
Please read this Prospectus and keep it for future
reference. It contains important information, including
information on how FMI Focus Fund invests and the
services it offers to shareholders.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
QUESTIONS EVERY INVESTOR SHOULD ASK BEFORE INVESTING IN THE FMI FOCUS FUND 1
<PAGE>
FEES AND EXPENSES 3
INVESTMENT OBJECTIVE AND STRATEGIES 4
MANAGEMENT OF THE FUND 4
THE FUND'S SHARE PRICE 4
PURCHASING SHARES 5
REDEEMING SHARES 7
EXCHANGING SHARES 10
DIVIDENDS, DISTRIBUTIONS AND TAXES 10
FINANCIAL HIGHLIGHTS 11
SHARE PURCHASE APPLICATION 13
FMI FUNDS, INC.
225 EAST MASON STREET
MILWAUKEE, WISCONSIN 53202
(414) 226-4555
QUESTIONS EVERY INVESTOR SHOULD ASK
BEFORE INVESTING IN FMI FOCUS FUND
1. WHAT ARE THE FUND'S GOALS?
FMI Focus Fund seeks capital appreciation.
2. WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?
The Fund invests in small to mid-cap (i.e., less than $3.0 billion of market
capitalization) companies that have substantial capital appreciation potential.
These companies frequently have little or no following by the major stock
brokerage firms. We look for stocks of good businesses that are selling at what
we believe are substantial discounts to prices that accurately reflect their
future earnings prospects. We take a "focused" approach to investing meaning
the Fund will usually invest in a limited number of securities and its top ten
holdings may constitute 50% or more of the Fund's assets. One consequence of
our "focused" approach is that the Fund is classified as a non-diversified
company.
Our portfolio managers actively trade the Fund's portfolio. Its annual
portfolio turnover usually will exceed 200%. Our portfolio managers may also
use the following investment techniques:
o Effect "short sales" of a security when they think it will decline in
value.
o Purchase securities with borrowed funds.
o Purchase put and call and write call options on securities and stock
indexes.
3. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?
You could lose money. There are risks associated with the Fund's principal
investment strategies and with the types of securities in which the Fund
invests. These risks include:
o MARKET RISK: The prices of the securities in which the Fund invests may
decline for a number of reasons. The price declines of common stocks, in
particular, may be steep, sudden and/or prolonged.
o SMALLER CAPITALIZATION COMPANIES RISK: Smaller capitalization companies
typically have relatively lower revenues, limited product lines and lack of
management depth, and may have a smaller share of the market for their
products or services, than larger capitalization companies. The stocks of
smaller capitalization companies tend to have less trading volume than
stocks of larger capitalization companies. Less trading volume may make it
more difficult for our portfolio managers to sell securities of smaller
capitalization companies at quoted market prices. Finally there are
periods when investing in smaller capitalization company stocks falls out
of favor with investors and the stocks of smaller companies underperform.
o VALUE INVESTING RISK: Our portfolio managers may be wrong in their
assessment of a company's value and the stocks the Fund holds may not reach
what the portfolio managers believe are their full values. From time to
time "value" investing falls out of favor with investors. During these
periods, the Fund's relative performance may suffer.
o NON-DIVERSIFICATION RISK: The Fund is a non-diversified investment
company. It likely will invest in fewer securities than diversified
investment companies and its performance may be more volatile. If the
securities in which the Fund invests perform poorly, the Fund could incur
greater losses than it would have had it invested in a greater number of
securities.
o LEVERAGE RISK: When our portfolio managers purchase securities with
borrowed funds, they engage in a speculative investment practice called
"leverage." When the Fund engages in "leverage," it has the potential to
incur losses greater than if it had not engaged in leverage.
o OPTIONS INVESTING RISK: If the Fund purchases an option and the price of
the underlying stock or index moves in the wrong direction, the Fund will
lose most or all of the amount the Fund paid for the option, plus
commission costs. Similarly, the Fund likely will lose money if the
underlying stock or index of a call option it has written increases in
value. It is possible that there may be times when a market for the Fund's
outstanding options does not exist.
o HIGH PORTFOLIO TURNOVER RISK: High portfolio turnover necessarily results
in corresponding greater transaction costs (such as brokerage commissions
or markups or markdowns) which the Fund must pay and increased realized
gains (or losses) to investors. Distribution to shareholders of short-term
capital gains are taxed as ordinary income under Federal income tax laws.
o SHORT SALES RISK: The Fund's investment performance will suffer if a
security that it has sold short appreciates in value. The Fund's
investment performance may also suffer if the Fund is required to close out
a short position earlier than it had intended. This would occur if the
securities lender required it to deliver the securities the Fund borrowed
at the commencement of the short sale and the Fund was unable to borrow the
securities from other securities lenders.
Because of these risks the Fund is a suitable investment only for those
investors who have long-term investment goals and a high tolerance for risk.
Prospective investors who are uncomfortable with an investment that will
increase and decrease in value should not invest in the Fund.
4. HOW HAS THE FUND PERFORMED?
The bar chart and table that follow provide some indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year and how its average annual returns over various periods compare to those of
the Standard & Poor's Composite Index of 500 Stocks ("S&P 500") and the Russell
2000 Index. Please remember that the Fund's past performance is not necessarily
an indication of its future performance. It may perform better or worse in the
future.
Date Percent
1997 69.74%
1998 35.46%
1999 54.11%
Note: During the three-year period shown on the bar chart, the Fund's highest
total return for a quarter was 37.64% (quarter ended December 31, 1999)
and the lowest total return for a quarter was -9.45% (quarter ended
September 30, 1998).
SINCE THE INCEPTION
AVERAGE ANNUAL TOTAL RETURNS DATE OF THE FUND
(FOR THE PERIODS ENDING DECEMBER 31, 1999) PAST YEAR (DECEMBER 16, 1996)
- ----------------------------------------- --------- -------------------
FMI Focus Fund 54.11% 52.80%
S&P 500*<F1> 21.14% 28.40%
Russell 2000 Index**<F2> 21.26% 14.17%
*<F1> The S&P 500 consists of 500 common stocks, most of which are listed on
the New York Stock Exchange. A particular stock's weighting in the
index is based on its relative total market value (i.e., its market
price times the number of shares outstanding).
**<F2> The Russell 2000 Index is an index comprised of 2000 publicly traded
small capitalization common stocks that are ranked in terms of
capitalization below the large and mid-range capitalization sectors of
the United States equity market.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) No Sales Charge
Maximum Deferred Sales Charge (Load) No Deferred Sales
Charge
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends and Distributions No Sales Charge
Redemption Fee None*<F3>
Exchange Fee None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fees 1.25%
Distribution and/or Service (12b-1) Fees None
Other Expenses
Interest Expenses 0.16%
All Other Expenses 0.56%
Total Other Expenses 0.72%
Total Annual Fund Operating Expenses 1.97%
*<F3> Our transfer agent charges a fee of $12.00 for each wire redemption.
EXAMPLE: This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
The Example assumes that you invest $10,000
in the Fund for the time periods indicated
and then redeem all of your shares at the end
of these periods. The Example also assumes
that your investment has a 5% return each
year and that the Fund's operating expenses
remain the same. Although your actual costs
may be higher or lower, based on these
assumptions, your costs would be: $200 $618 $1,062 $2,296
INVESTMENT OBJECTIVE AND STRATEGIES
The Fund seeks capital appreciation. Although we have no intention of doing
so, the Fund may change its investment objective without obtaining shareholder
approval. Please remember that an investment objective is not a guarantee. An
investment in the Fund might not appreciate and you could lose money.
The Fund may, in response to adverse market, economic, political or other
conditions, take temporary defensive positions. This means the Fund will invest
in money market instruments (like U.S. Treasury Bills, commercial paper or
repurchase agreements). The Fund will not be able to achieve its investment
objective of capital appreciation to the extent that it invests in money market
instruments since these securities do not appreciate in value. When the Fund is
not taking a temporary defensive position, it still will hold some cash and
money market instruments so that it can pay its expenses, or satisfy redemption
requests.
MANAGEMENT OF THE FUND
Fiduciary Management, Inc. (the "Adviser") is the Fund's investment adviser.
The Adviser's address is:
225 East Mason Street
Milwaukee, WI 53202
The Adviser has been in business since 1980 and has been the Fund's only
investment adviser. As the investment adviser to the Fund, the Adviser manages
the investment portfolio for the Fund. It makes the decisions as to which
securities to buy and which securities to sell. The Fund pays the Adviser an
annual investment advisory fee equal to 1.25% of its average net assets.
Ted D. Kellner and Richard E. Lane are primarily responsible for the day-to-
day management of the Fund's portfolio. They are our portfolio managers. Mr.
Kellner has held this responsibility since the Fund commenced operations on
December 16, 1996 and Mr. Lane has held this responsibility since October 1,
1997. Mr. Kellner has been employed by the Adviser in various capacities since
1980, and Mr. Lane has been employed by the Adviser in various capacities since
1994. Their current positions with the Adviser are:
Ted D. Kellner Chairman of the Board and Chief Executive Officer
Richard E. Lane Vice President
THE FUND'S SHARE PRICE
The price at which investors purchase shares of the Fund and at which
shareholders redeem shares of the Fund is called its net asset value. The Fund
calculates its net asset value as of the close of regular trading on the New
York Stock Exchange (normally 4:00 p.m. Eastern Time) on each day the New York
Stock Exchange is open for trading. The New York Stock Exchange is closed on
most national holidays and on Good Friday. The Fund calculates its net asset
value based on the market prices of the securities (other than money market
instruments) it holds. It values most money market instruments it holds at
their amortized cost. The Fund will process purchase orders that it receives
and accepts and redemption orders that it receives prior to the close of regular
trading on a day in which the New York Stock Exchange is open at the net asset
value determined later that day. It will process purchase orders that it
receives and accepts and redemption orders that it receives after the close of
regular trading at the net asset value determined at the close of regular
trading on the next day the New York Stock Exchange is open.
PURCHASING SHARES
HOW TO PURCHASE SHARES FROM THE FUND
1. Read this Prospectus carefully
2. Determine how much you want to invest keeping in mind the following
minimums:
a. New accounts
o All Accounts $1,000
b. Existing accounts
o Dividend reinvestment No Minimum
o Automatic Investment Plan $ 50
o All other accounts $ 100
3. Complete the Purchase Application included in this Prospectus, carefully
following the instructions. For additional investments, complete the
remittance form attached to your individual account statements. (The Fund
has additional Purchase Applications and remittance forms if you need
them.) If you have any questions, please call 1-800-811-5311.
4. Make your check payable to "FMI Focus Fund." All checks must be drawn on
U.S. banks. The Fund will not accept cash or third party checks. FIRSTAR
MUTUAL FUND SERVICES, LLC, THE FUND'S TRANSFER AGENT, WILL CHARGE A $25 FEE
AGAINST A SHAREHOLDER'S ACCOUNT FOR ANY PAYMENT CHECK RETURNED FOR
INSUFFICIENT FUNDS. THE SHAREHOLDER WILL ALSO BE RESPONSIBLE FOR ANY
LOSSES SUFFERED BY THE FUND AS A RESULT.
5. Send the application and check to:
BY FIRST CLASS MAIL
FMI Focus Fund
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL
FMI Focus Fund
c/o Firstar Mutual Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI 53202-5207
PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL
TO THE POST OFFICE BOX ADDRESS.
6. If you wish to open an account by wire, please call 1-800-811-5311 prior to
wiring funds in order to obtain a confirmation number and to ensure prompt
and accurate handling of funds. You should wire funds:
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, WI 53202
ABA #075000022
Credit:
Firstar Mutual Fund Services, LLC
Account #112-952-137
Further Credit:
FMI Focus Fund
(shareholder registration)
(shareholder account number)
You should then send a properly signed Purchase Application marked "FOLLOW-
UP" to either of the addresses listed above. PLEASE REMEMBER THAT FIRSTAR BANK,
N.A. MUST RECEIVE YOUR WIRED FUNDS PRIOR TO THE CLOSE OF REGULAR TRADING ON THE
NEW YORK STOCK EXCHANGE FOR YOU TO RECEIVE SAME DAY PRICING. THE FUND AND
FIRSTAR BANK, N.A. ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF DELAYS RESULTING
FROM THE BANKING OR FEDERAL RESERVE WIRE SYSTEM, OR FROM INCOMPLETE WIRING
INSTRUCTIONS.
PURCHASING SHARES FROM BROKER-DEALERS, FINANCIAL INSTITUTIONS AND OTHERS
Some broker-dealers may sell shares of the Fund. These broker-dealers may
charge investors a fee either at the time of purchase or redemption. The fee,
if charged, is retained by the broker-dealer and not remitted to the Fund or the
Adviser. Some broker-dealers may purchase and redeem shares on a three day
settlement basis.
The Fund may enter into agreements with broker-dealers, financial
institutions or other service providers ("Servicing Agents") that may include
the Fund as an investment alternative in the programs they offer or administer.
Servicing agents may:
o Become shareholders of record of the Fund. This means all requests to
purchase additional shares and all redemption requests must be sent through
the Servicing Agent. This also means that purchases made through Servicing
Agents are not subject to the Fund's minimum purchase requirement.
o Use procedures and impose restrictions that may be in addition to, or
different from, those applicable to investors purchasing shares directly
from the Fund.
o Charge fees to their customers for the services they provide them. Also,
the Fund and/or the Adviser may pay fees to Servicing Agents to compensate
them for the services they provide their customers.
o Be allowed to purchase shares by telephone with payment to follow the next
day. If the telephone purchase is made prior to the close of regular
trading on the New York Stock Exchange, it will receive same day pricing.
o Be authorized to accept purchase orders on the Fund's behalf. This means
that the Fund will process the purchase order at the net asset value which
is determined following the Servicing Agent's acceptance of the customer's
order.
If you decide to purchase shares through Servicing Agents, please carefully
review the program materials provided to you by the Servicing Agent. When you
purchase shares of the Fund through a Servicing Agent, it is the responsibility
of the Servicing Agent to place your order with the Fund on a timely basis. If
the Servicing Agent does not, or if it does not pay the purchase price to the
Fund within the period specified in its agreement with the Fund, it may be held
liable for any resulting fees or losses.
OTHER INFORMATION ABOUT PURCHASING SHARES OF THE FUND
The Fund may reject any Purchase Applications for any reason. The Fund will
not accept purchase orders made by telephone, unless they are from a Servicing
Agent which has an agreement with the Fund.
The Fund will not issue certificates evidencing shares purchased. The Fund
will send investors a written confirmation for all purchases of shares.
The Fund offers an automatic investment plan allowing shareholders to make
purchases on a regular and convenient basis. The Fund also offers the following
retirement plans:
o Traditional IRA
o Roth IRA
o Education IRA
o SEP - IRA
o Simple IRA
o 401(k) Plan
o Defined Contribution Retirement Plan
o 403(b)(7) Custodial Accounts
Investors can obtain further information about the automatic investment plan
and the retirement plans by calling the Fund at 1-800-811-5311. The Fund
recommends that investors consult with a competent financial and tax advisor
regarding the retirement plans before investing through them.
REDEEMING SHARES
HOW TO REDEEM (SELL) SHARES BY MAIL
1. Prepare a letter of instruction containing:
o account number(s)
o the amount of money or number of shares being redeemed
o the name(s) on the account
o daytime phone number
o additional information that the Fund may require for redemptions by
corporations, executors, administrators, trustees, guardians, or others
who hold shares in a fiduciary or representative capacity. Please
contact the Fund's transfer agent, Firstar Mutual Fund Services, LLC, in
advance, at 1-800-811-5311 if you have any questions.
2. Sign the letter of instruction exactly as the shares are registered. Joint
ownership accounts must be signed by all owners.
3. Have the signatures guaranteed by a commercial bank or trust company in the
United States, a member firm of the New York Stock Exchange or other
eligible guarantor institution in the following situations:
o The redemption proceeds are to be sent to a person other than the person
in whose name the shares are registered
o The redemption proceeds are to be sent to an address other than the
address of record
A NOTARIZED SIGNATURE IS NOT AN ACCEPTABLE SUBSTITUTE FOR A SIGNATURE
GUARANTEE.
4. Send the letter of instruction to:
BY FIRST CLASS MAIL
FMI Focus Fund
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL
FMI Focus Fund
c/o Firstar Mutual Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI 53202-5207
PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL
TO THE POST OFFICE BOX ADDRESS.
HOW TO REDEEM (SELL) SHARES THROUGH SERVICING AGENTS
If your shares are held by a Servicing Agent, you must redeem your shares
through the Servicing Agent. Contact the Servicing Agent for instructions on
how to do so.
PAYMENT OF REDEMPTION PROCEEDS
The redemption price per share you receive for redemption requests is the
next determined net asset value after:
o Firstar Mutual Fund Services, LLC receives your written request in proper
form with all required information.
o A Servicing Agent that has been authorized to accept redemption requests on
behalf of the Fund receives your request in accordance with its procedures.
Firstar Mutual Fund Services, LLC will mail a check in the amount of the
redemption proceeds no later than the seventh day after it receives the written
request in proper form with all required information. If you request in the
letter of instruction, Firstar Mutual Fund Services, LLC will transfer the
redemption proceeds to your designated bank account by either Electronic Funds
Transfer or wire. An Electronic Funds Transfer generally takes up to 3 business
days to reach the shareholder's account whereas Firstar Mutual Fund Services,
LLC generally wires redemption proceeds on the business day following the
calculation of the redemption price. Firstar Mutual Fund Services, LLC
currently charges $12 for each wire redemption but does not charge a fee for
Electronic Funds Transfers. Those shareholders who redeem shares through
Servicing Agents will receive their redemption proceeds in accordance with the
procedures established by the Servicing Agent.
OTHER REDEMPTION CONSIDERATIONS
When redeeming shares of the Fund, shareholders should consider the
following:
o The redemption may result in a taxable gain.
o Shareholders who redeem shares held in an IRA must indicate on their
redemption request whether or not to withhold federal income taxes. If
not, these redemptions, as well as redemptions of other retirement plans
not involving a direct rollover to an eligible plan, will be subject to
federal income tax withholding.
o The Fund may delay the payment of redemption proceeds for up to seven days
in all cases.
o If you purchased shares by check, the Fund may delay the payment of
redemption proceeds until it is reasonably satisfied the check has cleared
(which may take up to 15 days from the date of purchase).
o Firstar Mutual Fund Services, LLC will transfer the redemption proceeds by
Electronic Funds Transfer or by wire only if the shareholder has sent in a
written request with signatures guaranteed.
o The Fund reserves the right to refuse a telephone redemption request (which
may be made only through Servicing Agents) if it believes it is advisable
to do so. Both the Fund and Firstar Mutual Fund Services, LLC may modify
or terminate its procedures for telephone redemptions at any time. Neither
the Fund nor Firstar Mutual Fund Services, LLC will be liable for following
instructions for telephone redemption transactions that they reasonably
believe to be genuine, provided they use reasonable procedures to confirm
the genuineness of the telephone instructions. They may be liable for
unauthorized transactions if they fail to follow such procedures. These
procedures include requiring some form of personal identification prior to
acting upon the telephone instructions and recording all telephone calls.
During periods of substantial economic or market change, telephone
redemptions may be difficult to implement. If a Servicing Agent cannot
contact Firstar Mutual Fund Services, LLC by telephone, it should make a
redemption request in writing in the manner described earlier.
o If your account balance falls below $1,000 because you redeem shares, you
will be given 60 days to make additional investments so that your account
balance is $1,000 or more. If you do not, the Fund may close your account
and mail the redemption proceeds to you.
o The Fund may pay redemption requests "in kind". This means that the Fund
may pay redemption requests entirely or partially with securities rather
than cash.
EXCHANGING SHARES
Shares of the Fund may be exchanged for shares of:
o Fiduciary Capital Growth Fund
o Firstar Money Market Fund
at their relative net asset values (Fiduciary Capital Growth Fund is another
mutual fund managed by the Adviser. An affiliate of Firstar Mutual Fund
Services, LLC advises Firstar Money Market Fund, which is not affiliated with
the Fund or the Adviser.) You may have a taxable gain or loss as a result of an
exchange because the Internal Revenue Code treats an exchange as a sale of
shares. The registration of both the account from which the exchange is being
made and the account to which the exchange is being made must be identical.
HOW TO EXCHANGE SHARES
1. Read this Prospectus (and the prospectus for Fiduciary Capital Growth Fund
or Firstar Money Market Fund) carefully.
2. Determine the number of shares you want to exchange keeping in mind that
exchanges are subject to a $1,000 minimum.
3. Write to FMI Focus Fund, c/o Firstar Mutual Fund Services, LLC, 3rd Floor,
P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund distributes substantially all of its net investment income quarterly
and substantially all of its capital gains annually. You have four distribution
options:
o ALL REINVESTMENT OPTION -- Both dividend and capital gains distributions
will be reinvested in additional Fund shares.
o PARTIAL REINVESTMENT OPTION -- Dividends will be paid in cash and capital
gains distributions will be reinvested in additional Fund shares.
o PARTIAL REINVESTMENT OPTION -- Dividends will be reinvested in additional
Fund shares and capital gains distributions will be paid in cash.
o ALL CASH OPTION -- Both dividend and capital gains distributions will be
paid in cash.
You may make this election on the Purchase Application. You may change your
election by writing to Firstar Mutual Fund Services, LLC or by calling 1-800-
811-5311.
The Fund's distributions, whether received in cash or additional shares of
the Fund, may be subject to federal and state income tax. These distributions
may be taxed as ordinary income and capital gains (which may be taxed at
different rates depending on the length of time the Fund holds the assets
generating the capital gains). In managing the Fund, our Adviser considers the
tax effects of its investment decisions to be of secondary importance.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance for the period of the Fund's operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers
LLP, whose report, along with the Fund's financial statements, are included in
the Annual Report which is available upon request.
<TABLE>
YEARS ENDED
SEPTEMBER 30
------------------- DECEMBER 16, 1996(1)<F4>
1999 1998 THROUGH SEPT. 30, 1997
---- ---- ----------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $15.15 $14.74 $10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss(2)<F5> (0.18) (0.17) (0.04)
Net realized and unrealized gains on investments 7.21 1.06 6.69
------ ------ ------
Total from investment operations 7.03 0.89 6.65
LESS DISTRIBUTIONS:
Dividend from net investment income -- -- (0.01)
Distributions from net realized gains (0.62) (0.48) (1.90)
------ ------ ------
Total from distributions (0.62) (0.48) (1.91)
------ ------ ------
NET ASSET VALUE, END OF PERIOD $21.56 $15.15 $14.74
------ ------ ------
------ ------ ------
TOTAL INVESTMENT RETURN 47.9% 6.2% 68.0%(3)<F6>
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000s $) 36,170 19,264 5,156
Ratio of expenses before interest expense and dividends on
short positions (after reimbursement) to average net assets(5)<F8> 1.81% 2.34% 2.75%(4)<F7>
Ratio of interest expense and dividends on
short positions to average net assets 0.16% 0.33% 0.17%(4)<F7>
Ratio of net investment loss to average net assets(6)<F9> (1.28%) (1.94%) (1.85%)(4)<F7>
Portfolio turnover rate 238.8% 402.2% 298.2%
</TABLE>
(1)<F4> Commencement of operations.
(2)<F5> Net investment loss before interest expense and dividends on short
positions for the years ended September 30, 1999 and 1998 and for the
period ended September 30, 1997 was ($0.16), ($0.14) and ($0.04),
respectively. In 1999 and 1998, net investment loss per share was
calculated using ending balances prior to consideration of adjustments
for permanent book and tax differences.
(3)<F6> Not annualized.
(4)<F7> Annualized.
(5)<F8> Computed after giving effect to the adviser's expense limitation
undertaking. If the Fund had paid all of its expenses for the period
ended September 30, 1997, the ratio would have been 6.38%
(annualized).
(6)<F9> Computed after giving effect to the adviser's expense limitation
undertaking. If the Fund had paid all of its expenses for the period
ended September 30, 1997 the ratio would have been (5.48%)
(annualized).
FMI Focus Fund
o This is a follow-up application
(Investment by wire transfer. See page 6 of the Prospectus.)
SHARE PURCHASE APPLICATION
Minimum Initial Investment $1,000
Minimum Subsequent Investment $100
Mail Completed Application to:
FMI Focus Fund
c/o Firstar Mutual
Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Overnight Express Mail to:
FMI Focus Fund
c/o Firstar Mutual
Fund Services, LLC, 3rd Floor
615 E. Michigan Street
Milwaukee, Wisconsin 53202
Use this form for individual, custodial, trust, profit-sharing or pension plan
accounts, including self-directed IRA, SEP/IRA and 401(k) plans. DO NOT USE
THIS FORM FOR FMI FOCUS FUND-SPONSORED 401(K), 403(B)(7), SEP/IRA, SIMPLEIRA,
IRAS OR DEFINED CONTRIBUTION PLANS (KEOGH OR CORPORATE PROFIT-SHARING AND
MONEY-PURCHASE) WHICH REQUIRE FORMS AVAILABLE FROM THE FUND. For information
please call 1-800-811-5311 or 1-414-765-4124.
<TABLE>
<S> <C> <C>
o ACCOUNT Individual o Name
REGISTRATION ----------------------------------------------------------------------------
Social Security Number Citizen of o U.S. o Other
----------------------------------------------------------------------------
Joint Owner*<F10> o Name
----------------------------------------------------------------------------
Social Security Number Citizen of o U.S. o Other
----------------------------------------------------------------------------
Gift to Minor o Custodian
----------------------------------------------------------------------------
Minor Minor's Birthdate
----------------------------------------------------------------------------
Minor's Social Security Number Citizen of o U.S. o Other
----------------------------------------------------------------------------
Corporation, Partnership o Name of Entity
or Other Entity ----------------------------------------------------------------------------
Taxpayer Identification Number
----------------------------------------------------------------------------
o A corporate resolution form or certificate is required for corporate accounts.
----------------------------------------------------------------------------
Trust, Estate or Guardianship o Name
----------------------------------------------------------------------------
*<F10>(Registration Name of Fiduciary(s)
will be Joint Tenants ----------------------------------------------------------------------------
with Rights of Taxpayer Identification Number Date of Trust
Survivorship (JTWROS) ----------------------------------------------------------------------------
unless otherwise specified) o Additional documentation and certification may be requested.
</TABLE>
o MAILING ADDRESS o Send Duplicate Confirmations To:
-----------------------------------------------------------
Street, Apt. Name
-----------------------------------------------------------
City, State, Zip Code Street, Apt.
-----------------------------------------------------------
Daytime Phone Number City, State, Zip Code
o INVESTMENT, PAYMENT
FOR INITIAL PURCHASE
AND DISTRIBUTIONS
By o check
or o wire**<F11>
The minimum initial Investment is $1,000 DISTRIBUTION OPTIONS
for shares of FMI Focus Fund.
Minimum additions to the Fund are $100.
Capital Gains Capital Gains
Capital Gains Reinvested in Cash Capital Gains
& Dividends & Dividends & Dividends & Dividends
Amount Reinvested in Cash Reinvested In Cash
$ o o o o
-----------------------------------------------------------------------------
(If no dividend option is checked, dividends and capital gains will be
reinvested.)
o If you would like your cash payments automatically deposited to your
checking or savings account, please check the box at left and attach a
voided check.
**<F11>Indicate date and total amount of wire:
Date----------------------------- Amount $----------------------------
WIRING INSTRUCTIONS: The wire transfer should be preceded by a telephone call
to Firstar Mutual Services, LLC at 1-800-811-5311 or 1-414-765-4124 in order to
obtain a confirmation number and to ensure prompt and accurate handling of
funds. The Fund and its transfer agent are not responsible for the consequences
of delays resulting from the banking or Federal Reserve Wire System, or from
incomplete wiring instructions. A completed share purchase application also
must be sent to FMI Focus Fund at the above address immediately following the
investment to establish a NEW account by wire transfer. A purchase request for
the Fund should be wired through the Federal Reserve System as follows:
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA Number 0750-00022
For credit to Firstar Mutual Fund Services, LLC
Account Number 112-952-137
For further credit to: FMI Focus Fund
Shareholder name: --------------------------------------------
Shareholder account number: --------------------------
o EXCHANGE PRIVILEGE
If investment is by exchange, such exchange should be made from:
o Fiduciary Capital Growth Fund o Firstar Money Market Fund
Account# -------------------- Account# ----------------
(I understand that exchanges between the Funds are taxable
transactions.)
Amount of Exchange $ --------------- or Number of Shares ---------------
o AUTOMATIC
INVESTMENT PLAN
Important: Attach an unsigned, voided check (for checking accounts) or a
savings account deposit slip here, and complete this form.
I would like to establish an Automatic Investment Plan for FMI Focus Fund
as described in the Prospectus. Based on these instructions, Firstar
Mutual Fund Services, LLC, the Transfer Agent for FMI Focus Fund, will
automatically transfer money directly from my checking, NOW account or
savings account on the ---- day of the month, or the first business day
thereafter, to purchase shares in FMI Focus Fund. If the automatic
purchase cannot be made due to insufficient funds or stop payment, a $25
fee will be assessed.
Please start the Automatic Investment Plan on this month, day and year: ---
---------------------------------------------------------------------------
Please debit my bank account $------------ ($50 minimum) on a o monthly
o quarterly basis, to be invested in my FMI Focus Fund account (account
number, if known---------------------------).
I (we) authorize you via the ACH Network to honor all debit entries
initiated o monthly OR o quarterly through Firstar Bank, N.A. on behalf
of the Firstar Trust Company. All such debits are subject to sufficient
collected funds in my account to pay the debit when presented.
------------------------------------ -----------------------------------
Name(s) on your Bank Account Signature of Bank Account Owner
------------------------------------ -----------------------------------
Signature of Joint Owner (if any)
------------------------------------
Account Number
o SYSTEMATIC
WITHDRAWALS
A balance of at least $10,000 is required for this option.
I would like to withdraw from FMI Focus Fund $------------ (exact dollars
per payment - $100 minimum)
o I would like to have payments made to me on or about the ---- day of
each month
OR
o I would like to have payments made to me on or about the ---- day of
these months:
o Jan. o Feb. o Mar. o Apr. o May o June
o July o Aug. o Sept. o Oct. o Nov. o Dec.
o I would like my payments automatically deposited to my checking or
savings account. I have attached a voided check.
o SIGNATURES AND
CERTIFICATION
Under the penalty of perjury, I certify that (1) the Social Security
Number or Taxpayer Identification Number shown on this form is my correct
Taxpayer Identification Number, and (2) I am not subject to backup
withholding either because I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or the IRS has notified
me that I am no longer subject to backup withholding. The IRS does not
require your consent to any provision of this document other than the
certifications required to avoid backup withholding.
------------------------------------ ----------------------------------
Signature*<F12> Signature of Co-Owner, if any
------------------------------------
Date
*<F12> If shares are to be registered in (1) joint names, both persons
should sign, (2) a custodian for a minor, the custodian should
sign, (3) a trust, the trustee(s) should sign, or (4) a
corporation or other entity, an officer should sign and print name
and title on space provided below.
--------------------------------------------------------------------------
Print name and title of officer signing for a corporation or other entity.
To learn more about FMI Focus Fund you may want to read FMI Focus Fund's
Statement of Additional Information (or "SAI") which contains additional
information about the Fund. FMI Focus Fund has incorporated by reference the
SAI into the Prospectus. This means that you should consider the contents of
the SAI to be part of the Prospectus.
You also may learn more about FMI Focus Fund's investments by reading the
Fund's annual and semi-annual reports to shareholders. The annual report
includes a discussion of the market conditions and investment strategies that
significantly affected the performance of FMI Focus Fund during its last fiscal
year.
The SAI and the annual and semi-annual reports are all available to
shareholders and prospective investors without charge, simply by calling Firstar
Mutual Fund Services, LLC at 1-800-811-5311.
Prospective investors and shareholders who have questions about FMI Focus
Fund may also call the following number or write to the following address.
FMI Focus Fund
225 East Mason Street
Milwaukee, Wisconsin 53202
1-800-811-5311
www.fiduciarymgt.com
The general public can review and copy information about FMI Focus Fund
(including the SAI) at the Securities and Exchange Commission's Public Reference
Room in Washington, D.C. (Please call 1-202-942-8090 for information on the
operations of the Public Reference Room.) Reports and other information about
FMI Focus Fund are also available on the EDGAR Database at the Securities and
Exchange Commission's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by electronic
request at the following E-mail address: [email protected] or by writing to:
Public Reference Section
Securities and Exchange Commission
Washington, D.C. 20549-6009
Please refer to FMI Focus Fund's Investment Company Act File No. 811-07831
when seeking information about the Fund from the Securities and Exchange
Commission.
