SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT dated ____________,
1996, between Frontegra Asset Management, Inc., an Illinois
corporation (the "Adviser"), and Xxxxx Asset Management
Company, LLC, a limited liability company organized under the
laws of the State of Indiana (the "Sub-Adviser").
WHEREAS the Adviser has entered into an
Investment Advisory Agreement dated ____________, 1996
(the "Advisory Agreement") with Frontegra Funds, Inc.
(the "Fund"), an open-end management investment company
registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), with respect to certain of
the Fund's investment portfolios; and
WHEREAS the Adviser wishes to retain the Sub-
Adviser to furnish certain investment advisory services
to such portfolios, and the Sub-Adviser is willing to
furnish those services;
NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained, the
parties agree as follows:
1. Appointment. The Adviser hereby appoints
the Sub-Adviser as an investment sub-adviser with
respect to each of the Fund's portfolios named on an
Exhibit to this Agreement (each, a "Portfolio") for the
period and on the terms set forth in this Agreement.
The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the
compensation herein provided.
2. Duties as Sub-Adviser. (a) Subject to
the supervision of and any guidelines adopted by the
Fund's Board of Directors (the "Board") and the
Adviser, the Sub-Adviser will provide a continuous
investment program for the Portfolios, including
investment research and management. The Sub-Adviser
will determine from time to time what investments will
be purchased, retained or sold by the Portfolios. The
Sub-Adviser will be responsible for placing purchase
and sell orders for investments and for other related
transactions. The Sub-Adviser will provide services
under this Agreement in accordance with each
Portfolio's investment objectives, policies and
restrictions as stated with respect to such Portfolio
in the Fund's Registration Statement on Form N-1A.
(b) The Sub-Adviser agrees that, in placing
orders with brokers, it will obtain the best net result
in terms of price and execution; provided that, on
behalf of the Portfolio's, the Sub-Adviser may, in its
discretion, use brokers who provide the Sub-Adviser
with research, analysis, advice and similar services to
execute transactions with respect to a Portfolio, and
the Sub-Adviser may pay to those brokers in return for
brokerage and research services a higher commission
than may be charged by other brokers, so long as (i)
such commission is paid in compliance with all
applicable state and Federal laws and in accordance
with this Agreement and (ii) the Sub-Adviser has
determined in good faith that such commission is
reasonable in terms either of the particular
transaction or of the overall responsibility of the Sub-
Adviser to such Portfolio and its other clients and
that the total commissions paid by such Portfolio will
be reasonable in relation to the benefits to such
Portfolio over the long term. In no instance will
securities of any Portfolio be purchased from or sold
to the Sub-Adviser, or any affiliated person thereof
except in accordance with the Federal securities laws
and the rules and regulations thereunder. The Sub-
Adviser may aggregate sales and purchase orders with
respect to the assets of the Portfolios with similar
orders being made simultaneously for other accounts
advised by the Sub-Adviser or its affiliates. Whenever
the Sub-Adviser simultaneously places orders to
purchase or sell the same security on behalf of a
Portfolio and one or more other accounts advised by the
Sub-Adviser, the orders will be allocated as to price
and amount among all such accounts in a manner believed
to be equitable over time to each such account. The
Adviser recognizes that in some cases this procedure
may adversely affect the results obtained for such
Portfolio.
(c) The Sub-Adviser will maintain all books
and records required to be maintained by the Sub-
Adviser pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to
transactions by the Sub-Adviser on behalf of the
Portfolios, and will furnish the Board and the Adviser
with such periodic and special reports as the Board or
the Adviser may reasonably request. In compliance with
the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Adviser hereby agrees that all records which it
maintains for the Portfolios are the property of the
Fund, agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any records which it
maintains for the Fund and which are required to be
maintained by Rule 31a-1 under the 1940 Act, and
further agrees to surrender promptly to the Fund any
records which it maintains for the Portfolios upon
request by the Fund.
(d) At such times as shall be reasonably
requested by the Board or the Adviser, the Sub-Adviser
will provide the Board and the Adviser with economic
and investment analyses and reports as well as
quarterly reports setting forth the performance of the
Portfolios and make available to the Board and the
Adviser any economic, statistical and investment
services normally available to institutional or other
customers of the Sub-Adviser. Upon reasonable advance
notice, twice each calendar year the Sub-Adviser will
make its officers and employees available to meet with
the Board and employees of the Fund at the Fund's
principal place of business or another mutually agreed
upon location to review the securities of the
Portfolios.
(e) In accordance with procedures adopted by
the Board, as amended from time to time, the Sub-
Adviser is responsible for assisting in the fair
valuation of all securities constituting the Portfolios
and will use its reasonable efforts to arrange for the
provision of a price from a party or parties
independent of the Sub-Adviser for each security
constituting part of a Portfolio for which the Fund or
the Fund's administrator is unable to obtain prices in
the ordinary course of business from an automated
pricing service.
3. Further Duties. In all matters relating
to the performance of this Agreement, the Sub-Adviser
will act in conformity with the Fund's Articles of
Incorporation, By-laws and currently effective
registration statement under the 1940 Act and any
amendments or supplements thereto (the "Registration
Statement") and with the written instructions and
written directions of the Board and the Adviser and
will comply with the requirements of the 1940 Act, the
Investment Advisers Act of 1940, as amended (the
"Advisers Act"), the rules under each, Subchapter M of
the Internal Revenue Code of 1986 (the "Code") as
applicable to regulated investment companies, the
diversification requirements applicable to the
Portfolios under Section 817(h) of the Code and all
other applicable Federal and state laws and
regulations. The Adviser agrees to provide to the Sub-
Adviser copies of the Fund's Articles of Incorporation,
By-laws, Registration Statement, written instructions
and directions of the Board and the Adviser, and any
amendments or supplements to any of these materials as
soon as practicable after such materials become
available; provided, however, that the Sub-Adviser's
duty under this Agreement to act in conformity with any
document, instruction or guidelines produced by the
Fund or the Adviser shall not arise until it has been
delivered to the Sub-Adviser. In making any changes to
a Portfolio's objectives, policies or restrictions the
Board will make due allowance for the time within which
the Sub-Adviser shall have to bring such Portfolio into
compliance with such changes.
4. Proxies. The Sub-Adviser shall have the
power to vote all securities constituting a Portfolio
and shall not be required to seek or take instruction
from the Adviser or the Fund with respect to any such
vote.
5. Expenses. During the term of this
Agreement, the Sub-Adviser will bear all expenses
incurred by it in connection with its services under
this Agreement other than commissions, taxes, fees or
other charges or expenses directly related to the
purchase, sale or exchange of any securities for the
Portfolios. The Sub-Adviser shall not be responsible
for any expenses incurred by the Fund, the Portfolios
or the Adviser.
6. Compensation. (a) For the services
provided by the Sub-Adviser with respect to a Portfolio
pursuant to this Agreement, the Adviser will pay to the
Sub-Adviser a fee, computed daily and payable monthly,
at an annual rate of (i) the fee percentage of such
Portfolio's average daily net assets (computed in the
manner specified in the Advisory Agreement) set forth
on the Exhibit relating to such Portfolio plus (ii)
0.10% of the average daily net assets of such Portfolio
attributable to investors in such Portfolio whose
initial investment in such Portfolio (other than
defined contribution or 401(k) plan investments) was
equal to or greater than $15,000,000, regardless of the
value of such investments following their initial
investment.
(b) The fee due the Sub-Advisor with respect
to each Portfolio shall be computed daily and shall be
paid monthly to the Sub-Adviser on or before the last
business day of the next succeeding calendar month.
Along with each such monthly payment the Adviser shall
provide the Sub-Adviser with a schedule showing the
manner in which such fee was computed.
(c) If during a Portfolio's first twelve
months of operation the Adviser waives any portion of
the management fee due to the Adviser pursuant to the
terms of the Advisory Agreement for the purpose of
limiting such Portfolio's total operating expenses to
the maximum expense percentage of such Portfolio's
average daily net assets for such period set forth on
the Exhibit relating to such Portfolio, and the
resulting net management fee received by the Adviser is
less than the compensation due to the Sub-Adviser
pursuant to subparagraph (a) above (the difference
between such net management fee and such compensation
being hereinafter referred to as the "Difference"), the
Sub-Adviser shall refund to the Adviser an amount equal
to the Difference; provided, however, that (i) the Sub-
Adviser shall not be required to refund to the Adviser
an amount greater than the fees paid by the Adviser to
the Sub-Adviser during such 12-month period; and (ii)
such Difference shall be reduced to the extent that in
such 12-month period the net management fee received by
the Adviser with respect to all Portfolios exceeds the
compensation due to the Sub-Adviser with respect to
such Portfolios.
(d) If this Agreement becomes effective or
terminates with respect to a Portfolio before the end
of any month, the fee relating to such Portfolio for
the period from the effective date with respect to such
Portfolio to the end of the month or from the beginning
of such month to the date of termination, as the case
may be, shall be prorated according to the proportion
which such period bears to the full month in which such
effectiveness or termination occurs.
7. Limitation of Liability. The Sub-Adviser
shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any
Portfolio, the Fund or its shareholders or by the
Adviser in connection with the matters to which this
Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless
disregard by it of its obligations and duties under
this Agreement.
8. Representations of Sub-Adviser. The Sub-
Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an Investment
Adviser under the Advisers Act and will continue to be
so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated
by this Agreement; (iii) has met, and will seek to
continue to meet for so long as this Agreement remains
in effect, any other applicable Federal or state
requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency,
necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority
to enter into and perform the services contemplated by
this Agreement; and (v) will promptly notify the
Adviser of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an
investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
(b) The Sub-Adviser has adopted a written
code of ethics complying with the requirements of Rule
17j-1 under the 1940 Act and will provide the Adviser
and the Board with a copy of such code of ethics,
together with evidence of its adoption. Within 15
calendar days of the end of the last calendar quarter
of each year that this Agreement is in effect, the
President of the Sub-Adviser shall certify to the
Adviser that the Sub-Adviser has complied with the
requirements of Rule 17j-1 during the previous year and
that there has been no violation of the Sub-Adviser's
code of ethics or, if such a violation has occurred,
that appropriate action was taken in response to such
violation. Upon the written request of the Adviser,
the Sub-Adviser shall permit the Adviser, its employees
or its agents to examine the reports required to be
made to the Sub-Adviser by Rule 17j-1(c)(1) and all
other records relevant to the Sub-Adviser's code of
ethics.
(c) The Sub-Adviser has provided the Adviser
with a copy of its Form ADV as most recently filed with
the Securities and Exchange Commission (the "SEC") and
promptly will furnish a copy of all amendments to the
Adviser at least annually.
9. Trademark. The Sub-Adviser shall have no
rights relating to the name of the Fund or the word
"Frontegra" used in connection with investment
products, services or otherwise, and shall make no use
of such names without the express written consent of
the Fund or Adviser, as the case may be.
10. Services Not Exclusive. The Sub-Adviser
may act as an investment adviser to any other person,
firm or corporation, excluding any registered
investment company, and may perform management and any
other services for any other person, association,
corporation, firm or other entity, excluding any
registered investment company, pursuant to any contract
or otherwise, and take any action or do anything in
connection therewith or related thereto, except as
prohibited by applicable law; and no such performance
of management or other services or taking of any such
action or doing of any such thing shall be in any
manner restricted or otherwise affected by any aspect
of any relationship of the Sub-Adviser to or with the
Fund, the Portfolios or the Adviser or deemed to
violate or give rise to any duty or obligation of the
Sub-Adviser to the Fund, the Portfolios or the Adviser
except as otherwise imposed by law or by this
Agreement.
11. Duration and Termination. (a) This
Agreement shall become effective with respect to a
Portfolio upon the date of execution of the Exhibit
relating to such Portfolio; provided that this
Agreement shall not take effect unless it has first
been approved (i) by a vote of a majority of those
members of the Board who are not parties to this
Agreement or interested persons of the Adviser, the Sub-
Adviser or the Fund, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by
vote of a majority of the outstanding voting securities
issued by such Portfolio.
(b) Unless sooner terminated with respect to
a Portfolio as provided herein, this Agreement shall
continue in effect for two years from its effective
date. Thereafter, if not terminated, this Agreement
shall continue automatically for successive periods of
12 months each, provided that such continuance is
specifically approved at least annually (i) by a vote
of a majority of those members of the Board who are not
parties to this Agreement or interested persons of the
Adviser, the Sub-Adviser or the Fund, cast in person at
a meeting called for the purpose of voting on such
approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities issued by
such Portfolio.
(c) Notwithstanding the foregoing, this
Agreement may be terminated with respect to a Portfolio
at any time, without the payment of any penalty, by
vote of the Board or by a vote of a majority of the
outstanding voting securities issued by such Portfolio
upon 60 calendar days written notice to the Sub-
Adviser. This Agreement may also be terminated,
without the payment of any penalty, by either party
hereto upon 180 calendar days written notice. This
Agreement will terminate automatically in the event of
its assignment or upon termination of the Advisory
Agreement.
12. Amendment. No provision of this
Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. No
amendment of this Agreement with respect to a Portfolio
shall be effective until approved (a) by a vote of a
majority of those members of the Board who are not
parties to this Agreement or interested persons of the
Adviser, the Sub-Adviser or the Fund, and (b) if
required by the 1940 Act, by a vote of a majority of
the outstanding voting securities issued by such
Portfolio (in the case of (b), the Fund may rely upon
an SEC order or no-action letter permitting it to
modify this Agreement without such vote).
13. Governing Law. This Agreement shall be
construed in accordance with the 1940 Act and the laws
of the State of Indiana, without giving effect to the
conflicts of laws principles thereof. To the extent
that the applicable laws of the State of Indiana
conflict with the applicable provisions of the 1940
Act, the latter shall control.
14. Independent Contractor. In performing
its duties under this Agreement the Sub-Adviser shall
act as an independent contractor and unless otherwise
expressly provided herein or authorized in writing, the
Sub-Adviser will have no authority to represent the
Fund, the Portfolios or the Adviser in any way or
otherwise be deemed an agent of the Fund, the Portfolio
or the Adviser.
15. Miscellaneous. The captions in this
Agreement are included for convenience of reference
only and in no way define or delimit any of the
provisions hereof or otherwise affect their
construction or effect. If any provision of this
Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective
successors. As used in this Agreement, the terms
"majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment,"
"broker," "investment adviser," "net assets," "sale,"
"sell" and "security" shall have the same meaning as
such terms have in the 1940 Act, subject to such
exemption as may be granted by the SEC by any rule,
regulation or order. Where the effect of a requirement
of the Federal securities laws reflected in any
provision of this Agreement is made less restrictive by
a rule, regulation or order of the SEC, whether of
special or general application, such provision shall be
deemed to incorporate the effect of such rule,
regulation or order. This Agreement may be signed in
counterpart.
16. Notices. Any written notice herein
required to be given to the Sub-Adviser or the Adviser
shall be deemed to have been given upon receipt of the
same at their respective addresses set forth below.
IN WITNESS WHEREOF, the parties hereto have
caused this instrument to be executed by their duly
authorized signatories as of the date and year first
above written.
FRONTEGRA ASSET MANAGEMENT, INC.
000 Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
by__________________________
Name:
Title:
Attest:_______________________
XXXXX ASSET MANAGEMENT COMPANY, LLC
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
by__________________________
Name:
Title:
Attest:______________________
Exhibit A to the Sub-Advisory Agreement
FRONTEGRA OPPORTUNITY FUND
Fee percentage: 0.45%
Maximum expense percentage: not to exceed 0.90% for the first
12 months
Executed this ___ day of ___________, 19__.
FRONTEGRA ASSET MANAGEMENT, INC.
by __________________________
Name:
Title:
XXXXX ASSET MANAGEMENT COMPANY, LLC
by__________________________
Name:
Title:
Exhibit B to the Sub-Advisory Agreement
FRONTEGRA TOTAL RETURN BOND FUND
Fee percentage: 0.20%
Maximum expense percentage: not to exceed 0.50% for the first
12 months
Executed this ___ day of ___________, 19__.
FRONTEGRA ASSET MANAGEMENT, INC.
by__________________________
Name:
Title:
XXXXX ASSET MANAGEMENT COMPANY, LLC
by__________________________
Name:
Title:
