Exhibit d.5
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT dated as of the 2nd day of
August, 1999, as amended as of the 8th day of May,
2000, between Frontegra Asset Management, Inc., an
Illinois corporation (the "Adviser"), and ▇▇▇▇▇ 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 as of October 30, 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 the Fund's
investment portfolios; and
WHEREAS the Adviser wishes to retain the Sub-
Adviser to furnish certain investment advisory services
to certain portfolios of the Fund, 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 Portfolios, 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 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. With
respect to the Frontegra Total Return Bond Fund, the
Adviser will pay to the Sub-Adviser an additional 0.10%
of the average daily net assets of that Portfolio
attributable to investors whose initial investment in
such Portfolio (other than defined contribution or
401(k) plan investments) was equal to or greater than
$30,000,000, regardless of the value of such
investments following their initial investment. With
respect to the Frontegra Opportunity Fund, the Adviser
will pay to the Sub-Adviser an additional 0.10% of the
average daily net assets of that Portfolio attributable
to investors 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-Adviser 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.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Co-President
Attest:
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ASSET MANAGEMENT COMPANY, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
Attest:
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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Exhibit A
to the Sub-Advisory Agreement
FRONTEGRA OPPORTUNITY FUND
Fee percentage: 0.45%
Executed as of the 8th day of May, 2000.
FRONTEGRA ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Co-President
▇▇▇▇▇ ASSET MANAGEMENT COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
Exhibit B
to the Sub-Advisory Agreement
FRONTEGRA TOTAL RETURN BOND FUND
Fee percentage: 0.15%
Executed as of the 8th day of May, 2000.
FRONTEGRA ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Co-President
▇▇▇▇▇ ASSET MANAGEMENT COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
Exhibit C
to the Sub-Advisory Agreement
FRONTEGRA INVESTMENT GRADE BOND FUND
Fee percentage: 0.15%
Maximum Expense Percentage: not to exceed 0.42% for the
first 12 months
Executed as of the 31st day of January, 2001.
FRONTEGRA ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Co-President
▇▇▇▇▇ ASSET MANAGEMENT COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
