As filed with the Securities and Exchange Commission on June __, 1996
Securities Act Registration No. ________
Investment Company Act Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. ____ [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940[X]
Amendment No. __ [ ]
FRONTEGRA FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
400 Skokie Boulevard, Suite 500 60062
Northbrook, Illinois (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (888) 376-6834
William D. Forsyth III
400 Skokie Boulevard
Northbrook, Illinois 60062
(Name and Address of Agent for Service)
Copies to:
Carol A. Gehl
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
Approximate date of proposed public offering: As soon as
practicable after the Registration Statement becomes effective.
In accordance with Rule 24f-2 under the Investment Company Act of
1940, Registrant declares that an indefinite number of shares of
its common stock, $.01 par value, is being registered by this
Registration Statement.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
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CROSS REFERENCE SHEET
(Pursuant to Rule 481 showing the location in the
Prospectus and the Statement of Additional Information of the
responses to the Items of Parts A and B of Form N-1A).
Caption or Subheading in
Prospectus or Statement
Item No. on Form N-1A of Additional Information
PART A - INFORMATION REQUIRED IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Summary; Summary of Portfolio
Expenses
3. Condensed Financial *
Information
4. General Description of Organization; Investment
Registrant Objectives and Policies;
Investment Techniques and Risks;
Investment Restrictions
5. Management of the Fund Management; Portfolio Expenses
5A. Management's Discussion of *
Fund Performance
6. Capital Stock and Other Dividends, Capital Gain
Securities Distributions and Tax
Treatment; Organization
7. Purchase of Securities Being How to Purchase Shares;
Offered Determination of Net Asset
Value; Exchange Privilege
8. Redemption or Repurchase How to Redeem Shares;
Determination of Net Asset
Value; Exchange Privilege
9. Pending Legal Proceedings *
PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL
INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Included in Prospectus under
History the heading Organization
13. Investment Objectives and Investment Restrictions;
Policies Investment Policies and
Techniques
14. Management of the Fund Directors and Officers
15. Control Persons and Principal Principal Shareholders;
Holders of Securities Directors and Officers;
Investment Adviser
<PAGE>
16. Investment Advisory and Other Investment Adviser; Management
Services (in Prospectus); Custodian;
Transfer Agent and Dividend-
Disbursing Agent; Independent
Accountants
17. Brokerage Allocation and Other Portfolio Transactions and
Practices Brokerage
18. Capital Stock and Other Included in Prospectus under
Securities the heading Organization
19. Purchase, Redemption and Included in Prospectus under
Pricing of Securities Being the headings How to Purchase
Offered Shares; Determination of Net
Asset Value; How to Redeem
Shares; Exchange Privilege; and
in the Statement of Additional
Information under the heading
Investment Adviser
20. Tax Status Included in Prospectus under
the heading Dividends,
Capital Gain Distributions and
Tax Treatment
21. Underwriters *
22. Calculations of Performance Information
Performance Data
23. Financial Statements Financial Statements
____________________
* Answer Negative or inapplicable.
iv<PAGE>
ARTICLES OF INCORPORATION
OF
FRONTEGRA FUNDS, INC.
ARTICLE I
INCORPORATOR
1.1 Incorporator. The undersigned, Michael J. Pendleton,
whose post office address is Godfrey & Kahn, S.C., 780 North Water
Street, Milwaukee, Wisconsin 53202, being at least eighteen (18)
years of age, does hereby act as incorporator to form a
corporation under the general laws of the State of Maryland.
ARTICLE II
NAME
2.1 Name. The name of the corporation is Frontegra Funds,
Inc. (the "Corporation").
2.2 Name Reservation. The Corporation acknowledges that
it uses the term "Frontegra" in its corporate name and in the name
of any series designated pursuant to Article V hereof only with
the permission of Frontegra Asset Management, Inc. ("Frontegra")
the Corporation's investment adviser, and agrees that Frontegra
shall control the use of the term "Frontegra" by the Corporation.
The Corporation further agrees that if Frontegra, its successors
or assigns should at any time cease to be the investment adviser
to the Corporation, the Corporation shall, at the written request
of Frontegra or its successors or assigns eliminate the term
"Frontegra" from its corporate name and any materials or documents
referring to the Corporation, and will not henceforth use the term
"Frontegra" in the conduct of the Corporation's business, except
to any extent specifically agreed to by Frontegra. The
Corporation further acknowledges that Frontegra reserves the right
to grant the non-exclusive right to use the term "Frontegra" to
any other persons or entities, including other investment
companies, whether now in existence or hereafter created. The
provisions of this paragraph are binding on the Corporation, its
successors and assigns and on its directors, officers,
stockholders, creditors and all other persons claiming under or
through it.
ARTICLE III
CORPORATE PURPOSES AND POWERS
3.1 Corporate Purposes and Powers. The purpose or
purposes for which the Corporation is formed is to act as an
investment company under the federal Investment Company Act of
1940, and to exercise and enjoy all the powers, rights and
privileges granted to, or conferred upon, corporations by the
general laws of the State of Maryland.
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The Corporation shall exercise and enjoy all such powers, rights and
privileges to the extent not inconsistent with these Articles of
Incorporation.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
4.1 Principal Office and Resident Agent. The post office
address of the principal office of the Corporation in the State of
Maryland is c/o The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202-3242. The name of the
Corporation's resident agent in the State of Maryland is The
Corporation Trust Incorporated, a corporation of the State of
Maryland, and the post office address of the resident agent is 32
South Street, Baltimore, Maryland 21202-3242.
ARTICLE V
CAPITAL STOCK
5.1 Authorized Shares. The total number of shares of
capital stock which the Corporation shall have authority to issue
is Five Hundred Million (500,000,000) shares of the par value of
one cent ($0.01) per share and of the aggregate par value of Five
Million Dollars ($5,000,000), all of which shares are designated
Common Stock.
5.2 Authorization of Stock Issuance. The Board of
Directors may authorize the issuance and sale of capital stock of
the Corporation, including stock of any class or series, from time
to time in such amounts and on such terms and conditions, for such
purposes and for such amount or kind of consideration as the Board
of Directors shall determine, subject to any limits required by
then applicable law. All shares shall be issued on a fully paid
and non-assessable basis.
5.3 Fractional Shares. The Corporation may issue
fractional shares. Any fractional share shall carry proportion-
ately the rights of a whole share, excepting the right to receive
a certificate evidencing such fractional share, but including
without limitation, the right to vote and the right to receive
dividends.
5.4 Power to Classify. The Board of Directors of the
Corporation may classify and reclassify any unissued shares of
capital stock into one or more additional or other classes or
series as may be established from time to time by setting or
changing in any one or more respects the designations, prefer-
ences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms of such
shares of stock and pursuant to such classification or reclassi-
fication to increase or decrease the number of authorized shares
of stock, or shares of any existing class or series of stock.
Except as otherwise provided
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herein, all references to capital stock shall apply without
discrimination to the shares of each class or series of stock.
Pursuant to such power, the Board of Directors has initially designated
100,000,000 shares of its capital stock into one series of shares of
capital stock of the Corporation and 100,000,000 shares of its capital
stock into another series, the names of which and the number of shares
allocated to each are as follows:
Name of Series Number of Shares Initially
Allocated
Frontegra Small Cap Fund 100,000,000
Frontegra Total Return Bond Fund 100,000,000
5.5 Classes and Series - General. The relative
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of each class or series of
stock of the Corporation shall be as follows, unless otherwise
provided in Articles Supplementary hereto:
(a) Assets Belonging to Class or Series. All
consideration received by the Corporation for the issue or sale of
stock of a particular class or series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to that class or series for all purposes, subject only to
the rights of creditors, and shall be so recorded on the books of
account of the Corporation. Any assets, income, earnings, profits
or proceeds thereof, funds or payments which are not readily
attributable to a particular class or series shall be allocated to
and among any one or more series or classes in such manner and on
such basis as the Board of Directors, in its sole discretion,
shall deem fair and equitable, and items so allocated to a
particular series or class shall belong to that series or class.
Each such allocation shall be conclusive and binding upon the
stockholders of all classes and series for all purposes.
(b) Liabilities Belonging to Class or Series. The
assets belonging to each class or series shall be charged with the
liabilities of the Corporation in respect of that class or series
and with all expenses, costs, charges and reserves attributable to
that class or series and shall be so recorded on the books of
account of the Corporation. Any general liabilities, expenses,
costs, charges or reserves of the Corporation which are not
readily identifiable as belonging to any particular class or
series shall be allocated and charged to and among any one or more
of the classes or series in such manner and on such basis as the
Board of Directors in its sole discretion deems fair and
equitable, and any items so allocated to a particular class or
series shall be charged to, and shall be a liability belonging to,
that class or
<PAGE>
series. Each such allocation shall be conclusive
and binding upon the stockholders of all classes and series for
all purposes.
(c) Income. The Board of Directors shall have full
discretion, to the extent not inconsistent with the general laws
of the State of Maryland and the Investment Company Act of 1940,
to determine which items shall be treated as income and which
items shall be treated as capital. Each such determination shall
be conclusive and binding.
(d) Dividends and Distributions. The holders of
each class or series of capital stock of record as of a date
determined by the Board of Directors from time to time shall be
entitled, from funds or other assets legally available therefor,
to dividends and distributions, including distributions of capital
gains, in such amounts and at such times as may be determined by
the Board of Directors. Any such dividends or distributions may
be declared payable in cash, property or shares of the class or
series, as determined by the Board of Directors or pursuant to a
standing resolution or program adopted or approved by the Board of
Directors. Dividends and distributions may be declared with such
frequency, including daily, as the Board of Directors may
determine and in any reasonable manner, including by standing
resolution, by resolutions adopted only once or with such
frequency as the Board of Directors may determine, or by formula
or other similar method of determination, whether or not the
amount of the dividend or distribution so declared can be
calculated at the time of such declaration. The Board of
Directors may establish payment dates for such dividends and
distributions on any basis, including payment that is less
frequent than the effectiveness of such declarations. The Board
of Directors shall have the discretion to designate for such
dividends and distributions amounts sufficient to enable the
Corporation or any class or series thereof to qualify as a
"regulated investment company" under the Internal Revenue Code of
1986 or any successor or comparable statute, and regulations
promulgated thereunder (collectively, the "IRC"), and to avoid
liability of the Corporation or any class or series for Federal
income tax in respect of a given year and to make other
appropriate adjustments in connection therewith. Nothing in the
foregoing sentence shall limit the authority of the Board of
Directors to designate greater or lesser amounts for such
dividends or distributions. The amounts of dividends and
distributions declared and paid with respect to the various
classes or series of capital stock and the timing of declaration
and payment of such dividends and distributions may vary among
such classes and series.
(e) Tax Elections. The Board of Directors shall
have the power, in its discretion, to make such elections as to
the tax status of the Corporation or any series or class of the
Corporation as may be permitted or required by the IRC without the
vote of stockholders of the Corporation or any series or class.
(f) Liquidation. At any time there are no shares
outstanding for a particular class or series, the Board of
Directors may liquidate such class or series in accordance with
applicable law. In the event of the liquidation or dissolution of
the Corporation, or of a class
<PAGE>
or series thereof when there are
shares outstanding of the Corporation or of such class or series,
as applicable, the stockholders of such, or of each, class or
series, as applicable, shall be entitled to receive, when and as
declared by the Board of Directors, the excess of the assets of
that class or series over the liabilities of that class or series,
determined as provided herein and including assets and liabilities
allocated pursuant to sections (a) and (b) of this Article 5.5.
Any such excess amounts will be distributed to each stockholder of
the applicable class or series in proportion to the number of
outstanding shares of that class or series held by that
stockholder and recorded on the books of the Corporation. Subject
to the requirements of applicable law, dissolution of a class or
series may be accomplished by distribution of assets to
stockholders of that class or series as provided herein, by the
transfer of assets of that class or series to another class or
series of the Corporation, by the exchange of shares of that class
or series for shares of another class or series of the
Corporation, or in any other legal manner.
(g) Voting Rights. On each matter submitted to a
vote of stockholders, each holder of a share of capital stock of
the Corporation shall be entitled to one vote for each full share,
and a fractional vote for each fractional share of stock standing
in such holder's name on the books of the Corporation,
irrespective of the class or series thereof, and all shares of all
classes and series shall vote together as a single class, provided
that (a) when the Maryland General Corporation Law or the
Investment Company Act of 1940 requires that a class or series
vote separately with respect to a given matter, the separate
voting requirements of the applicable law shall govern with
respect to the affected class and/or series and other classes and
series shall vote as a single class and (b) unless otherwise
required by those laws, no class or series shall vote on any
matter which does not affect the interest of that class or series.
(h) Quorum. The presence in person or by proxy of
the holders of one-third of the shares of stock of the Corporation
entitled to vote, without regard to class or series, shall
constitute a quorum at any meeting of the stockholders, except
with respect to any matter which, under applicable statutes or
regulatory requirements, requires approval by a separate vote of
one or more classes or series of stock, in which case the presence
in person or by proxy of the holders of one-third of the shares of
stock of each class or series required to vote as a class on the
matter shall constitute a quorum. If at any meeting of the
stockholders there shall be less than a quorum present, the
stockholders present at such meeting may, without further notice,
adjourn the same from time to time until a quorum shall be
present.
(i) Equality. Each share of each series or class
shall be equal to each other share of that class or series and
shall represent an equal proportionate interest in the assets
belonging to that series or class, subject to the liabilities
belonging to that series or class. The Board of Directors may
from time to time divide or combine the shares of any particular
series or class into a greater or lesser number of shares of that
series or class without thereby
<PAGE>
changing the proportionate
beneficial interest in the assets belonging to that series or
class or in any way affecting the rights of shares of any other
series or class.
(j) Conversion or Exchange Rights. Subject to
compliance with the requirements of the Investment Company Act of
1940, the Board of Directors shall have the authority to provide
that holders of shares of any series or class shall have the right
to convert or exchange such shares into shares of one or more
other series or classes in accordance with such requirements and
procedures as may be established by the Board of Directors.
(k) Change of Name. The Board of Directors shall
have the authority to change part or all of the name of any series
created herein or hereafter.
5.6 Authorizing Vote. Notwithstanding any provision of
the General Laws of the State of Maryland requiring for any
purpose a proportion greater than a majority of the votes of all
classes or series, the affirmative vote of the holders of a
majority of the total number of shares of the Corporation, or of a
class or series of the Corporation, as applicable, outstanding and
entitled to vote under such circumstances pursuant to these
Articles of Incorporation and the By-Laws of the Corporation shall
be effective for such purpose, except to the extent otherwise
required by the Investment Company Act of 1940 and rules
thereunder; provided that, to the extent consistent with the
general laws of the State of Maryland and other applicable law,
the By-Laws may provide for authorization to be by the vote of a
proportion less than a majority of the votes of the Corporation,
or of a class or series.
5.7 Preemptive Rights. No stockholder of the Corporation
shall be entitled as of right to subscribe for, purchase or
otherwise acquire any shares of any classes or series, or any
other securities of the Corporation which the Corporation proposes
to issue or sell, and any or all of such shares or securities of
the Corporation, whether now or hereafter authorized or created,
may be issued, or may be reissued or transferred if the same have
been reacquired, and sold to such persons, firms, corporations and
associations, and for such lawful consideration, and on such terms
as the Board of Directors in its discretion may determine, without
first offering the same, or any thereof, to any said stockholder.
5.8 Redemption.
(a) The Board of Directors shall authorize the
Corporation, to the extent it has funds or other property legally
available therefor and subject to such reasonable conditions as
the directors may determine, to permit each holder of shares of
capital stock of the Corporation, or of any class or series, to
require the Corporation to redeem all or any part of the shares
standing in the name of such holder on the books of the
Corporation, at the applicable redemption price of such shares
(which may reflect such fees and charges as the Board of Directors
may establish from time to time) determined in accordance with
<PAGE>
procedures established by the Board of Directors of the
Corporation from time to time in accordance with applicable law.
(b) Without limiting the generality of the
foregoing, the Board of Directors may authorize the Corporation,
at its option and to the extent permitted by and in accordance
with the conditions of applicable law, to redeem stock of the
Corporation, or of any class or series, owned by any stockholder
under circumstances deemed appropriate by the Board of Directors
in its sole discretion from time to time, such circumstances
including but not limited to (1) failure to provide the
Corporation with a tax identification number and (2) failure to
maintain ownership of a specified minimum number or value of
shares of any class or series of stock of the Corporation, such
redemption to be effected at such price, at such time and subject
to such conditions as may be required or permitted by applicable
law.
(c) Payment for redeemed stock shall be made in cash
unless, in the opinion of the Board of Directors, which shall be
conclusive, conditions exist which make it advisable for the
Corporation to make payment wholly or partially in securities or
other property or assets of the class or series of the shares
being redeemed. Payment made wholly or partially in securities or
other property or assets may be delayed to such reasonable extent,
not inconsistent with applicable law, as is reasonably necessary
under the circumstances. No stockholder shall have the right,
except as determined by the Board of Directors, to have his shares
redeemed in such securities, property or other assets.
(d) All rights of a stockholder with respect to a
share redeemed, including the right to receive dividends and
distributions with respect to such share, shall cease and
determine as of the time as of which the redemption price to be
paid for such shares shall be fixed, in accordance with applicable
law, except the right of such stockholder to receive payment for
such shares as provided herein.
(e) Notwithstanding any other provision of this
Article 5.8, the Board of Directors may suspend the right of
stockholders of any or all classes or series of shares to require
the Corporation to redeem shares held by them for such periods and
to the extent permitted by, or in accordance with, the Investment
Company Act of 1940. The Board of Directors may, in the absence
of a ruling by a responsible regulatory party, terminate such
suspension at such time as the Board of Directors, in its
discretion, shall deem reasonable, such determination to be
conclusive.
(f) Shares of any class or series which have been
redeemed shall constitute authorized but unissued shares subject
to classification and reclassification as provided in these
Articles of Incorporation.
5.9 Repurchase of Shares. The Board of Directors may by
resolution from time to time authorize the Corporation to purchase
or otherwise acquire, directly or through an agent, shares of any
class or series of its outstanding stock upon such terms and
conditions and for
<PAGE>
such consideration as permitted by applicable
law and determined to be reasonable by the Board of Directors and
to take all other steps deemed necessary in connection therewith.
Shares so purchased or acquired shall have the status of
authorized but unissued shares.
5.10 Valuation. Subject to the requirements of applicable
law, the Board of Directors may, in its absolute discretion,
establish the basis or method, timing and frequency for
determining the value of assets belonging to each class or series
and for determining the net asset value of each share of each
class or series for purposes of sales, redemptions, repurchases or
otherwise. Without limiting the foregoing, the Board of Directors
may determine that the net asset value per share of any class or
series should be maintained at a designated constant value and may
establish procedures, not inconsistent with applicable law, to
accomplish that result. Such procedures may include a
requirement, in the event of a net loss with respect to the
particular class or series from time to time, for automatic pro
rata capital contributions from each stockholder of that class or
series in amounts sufficient to maintain the designated constant
share value.
5.11 Certificates. Subject to the requirements of the
Maryland General Corporation Law, the Board of Directors may
authorize the issuance of some or all of the shares of any or all
classes or series without certificates and may establish such
conditions as it may determine in connection with the issuance of
certificates.
5.12 Shares Subject to Articles and By-laws. All persons
who shall acquire shares of capital stock in the Corporation shall
acquire the same subject to the provisions of these Articles of
Incorporation and the By-Laws of the Corporation, as each may be
amended, supplemented and/or restated from time to time.
ARTICLE VI
BOARD OF DIRECTORS
6.1 Number of Directors. The number of directors of the
Corporation shall be two, which may be changed in accordance with
the By-Laws and subject to the limitations of the Maryland General
Corporation Law. The directors may fix a different number of
directors and may authorize a majority of the directors to
increase or decrease the number of directors set by these Articles
or the By-Laws within limits set by the By-Laws and may fill
vacancies created by an increase in the number of directors.
Unless otherwise provided by the By-Laws, the directors of the
Corporation need not be stockholders of the Corporation. The
names of the directors who will serve until the first annual
meeting and until their successors are elected and qualify are:
William Donald Forsyth, III
Thomas Joseph Holmberg, Jr.
<PAGE>
6.2 Removal of Directors. Subject to the limits of the
Investment Company Act of 1940 and unless otherwise provided by
the By-Laws, a director may be removed, with or without cause, by
the affirmative vote of a majority of (a) the Board of Directors,
(b) a committee of the Board of Directors appointed for such
purpose or (c) the stockholders by vote of a majority of the
outstanding shares of the Corporation.
6.3 Liability of Directors and Officers.
(a) To the fullest extent permitted by the Maryland
General Corporation Law and the Investment Company Act of 1940, no
director or officer of the Corporation shall be liable to the
Corporation or to its stockholders for money damages. No
amendment to these Articles of Incorporation or repeal of any of
its provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any
act or omission which occurred prior to such amendment or repeal.
(b) In performance of a director's duties, a
director is entitled to rely on any information, opinion, report,
or statement, including any financial statement or other financial
data, prepared by others, to the extent not inconsistent with the
general laws of the State of Maryland. A person who performs his
or her duties in accordance with the standards of Article 2-405.1
of the Maryland General Corporation Law or otherwise in accordance
with applicable law shall have no liability by reason of being or
having been a director of the Corporation.
6.4 Powers of Directors. In addition to any powers
conferred herein or in the By-Laws, the Board of Directors may,
subject to any express limitations contained in these Articles of
Incorporation or in the By-Laws, exercise the full extent of
powers conferred by the general laws of the State of Maryland or
other applicable law upon corporations or directors thereof and
the enumeration and definition of particular powers herein or in
the By-Laws shall in no way be deemed to restrict or otherwise
limit those lawfully conferred powers. In furtherance and without
limitation of the foregoing, the Board of Directors shall have
power:
(a) to make, alter, amend or repeal from time to
time the By-Laws of the Corporation except as otherwise provided
by the By-Laws;
(b) subject to requirements of the Investment
Company Act of 1940 and the general laws of the State of Maryland,
to authorize the Corporation to enter into contracts with any
person, including any firm, corporation, trust or association in
which a director, officer, employee or stockholder of the
Corporation may be interested. Such contracts may be for any
lawful purpose, whether or not such purpose involves delegating
functions normally performed by the board of directors or officers
of a corporation, including, but not limited to, the provision of
investment management for the Corporation's investment portfolio,
the distribution of securities issued by the Corporation, the
administration of the Corporation's
<PAGE>
affairs, the provision of
transfer agent services with respect to the Corporation's shares
of capital stock, and the custody of the Corporation's assets.
Any person (including its affiliates) may be retained in multiple
capacities pursuant to one or more contracts and may also perform
services, including similar or identical services, for others,
including other investment companies. Subject to the requirements
of applicable law, such contracts may provide for compensation to
be paid by the Corporation in such amounts, including payments of
multiple amounts for persons (including their affiliates) acting
in multiple capacities, as the Board of Directors shall determine
in its discretion to be proper and reasonable.
(c) to authorize from time to time the payment of
compensation to the Directors for services to the Corporation,
including fees for attendance at meetings of the Board of
Directors and committees thereof.
6.5 Determinations by Board of Directors. Any
determination made by or pursuant to the direction of the Board of
Directors and in accordance with the standards set by the general
laws of the State of Maryland shall be final and conclusive and
shall be binding upon the Corporation and upon all stockholders,
past, present and future, of each class and series.
ARTICLE VII
PROVISIONS FOR DEFINING, LIMITING AND REGULATING
THE POWERS OF THE CORPORATION AND THE DIRECTORS
AND STOCKHOLDERS
7.1 Location of Meetings, Offices and Books. Both
directors and stockholders may hold meetings within or without the
State of Maryland, and the Corporation may have one or more
offices and may keep its books within or without the State of
Maryland at such places as the directors shall determine.
7.2 Meetings of Shareholders. Except as otherwise
provided in the By-Laws and in accordance with applicable law, the
Corporation shall not be required to hold an annual meeting of
shareholders in any year unless required by applicable law.
Election of directors, whether by the directors or by stock-
holders, need not be by ballot unless the By-Laws so provide.
7.3 Inspection of Records. Stockholders of the
Corporation shall have only such rights to inspect and copy the
records, documents, accounts and books of the Corporation and to
request statements regarding its affairs as are provided by the
Maryland General Corporation Law, subject to such reasonable
regulations which are not contrary to the general laws of the
State of Maryland as the Board of Directors may from time to time
adopt regarding the conditions and limits of such rights.
<PAGE>
7.4 Indemnification. The Corporation, including its
successors and assigns, shall indemnify its directors and officers
and make advance payment of related expenses to the fullest extent
permitted, and in accordance with the procedures required, by the
general laws of the State of Maryland and the Investment Company
Act of 1940. The By-Laws may provide that the Corporation shall
indemnify its employees and/or agents in any manner and within
such limits as permitted by applicable law. Such indemnification
shall be in addition to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled.
The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or employee benefit plan,
against any liability (including, with respect to employee benefit
plans, excise taxes) asserted against and incurred by such person
in any such capacity or arising out of such person's position,
whether or not the Corporation would have had the power to
indemnify against such liability. The rights provided to any
person by this Article 7.4 shall be enforceable against the
Corporation by such person who shall be presumed to have relied
upon such rights in serving or continuing to serve in the
capacities indicated herein. No amendment of these Articles of
Incorporation shall impair the rights of any person arising at any
time with respect to events occurring prior to such amendment.
7.5 Wholly-Owned Subsidiaries. The Corporation may own
all or any portion of the securities of, make loans to, or
contribute to the costs or other financial requirements of any
company which is wholly owned by the Corporation or by the
Corporation and by one or more other investment companies and is
primarily engaged in the business of providing, at cost, manage-
ment, administrative or related services to the Corporation or to
the Corporation and other investment companies.
7.6 Amendments. The Corporation reserves the right to
amend, alter, change or repeal any provision of these Articles of
Incorporation, and all rights conferred upon stockholders herein
are granted subject to this reservation.
7.7 References to Statutes, Articles and By-Laws. All
references herein to statutes, to these Articles of Incorporation
or to the By-Laws shall be deemed to refer to those statutes,
Articles or By-Laws as they are amended and in effect from time to
time.
7.8 Specific Powers and Purposes. Without limiting the
foregoing, the Corporation shall have the following specific
powers:
(a) to hold, invest and reinvest its funds, and in
connection therewith, to hold part or all of its funds in cash,
and to purchase, subscribe for or otherwise acquire, hold for
investment or otherwise, to trade and deal in, write, sell,
assign, negotiate, transfer, exchange, lend, pledge or otherwise
dispose of or turn to account or realize upon, securities (which
term "securities" shall, for the purposes of these Articles of
Incorporation, without
<PAGE>
limiting the generality thereof, be deemed
to include any stocks, shares, bonds, debentures, bills, notes,
mortgages or other obligations or evidences of indebtedness, and
any options, certificates, receipts, warrants, futures contracts
or other instruments representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any other
rights or interests therein, or in any property or assets; and any
negotiable or non-negotiable instruments and money market
instruments, including bank certificates of deposit, finance
paper, commercial paper, bankers' acceptances and all kinds of
repurchase and reverse repurchase agreements) created or issued by
any United States or foreign issuer (which term "issuer" shall,
for the purpose of these Articles of Incorporation, without
limiting the generality thereof, be deemed to include any persons,
firms, associations, partnerships, corporations, syndicates,
combinations, organizations, governments or subdivisions, agencies
or instrumentalities of any government); and to exercise, as owner
or holder of any securities, all rights, powers and privileges in
respect thereof, including the right to vote thereon and otherwise
act with respect thereto and to do any and all acts and things for
the preservation, protection, improvement and enhancement in value
of any and all such securities.
(b) to issue and sell shares of its own capital
stock in such amounts and on such terms and conditions, for such
purposes and for such amount or kind of consideration (including,
without limitation, securities) now or hereafter permitted by the
laws of the State of Maryland.
(c) to the extent not inconsistent with applicable
law, to acquire all or any part of the goodwill, rights, property
and business of any person, firm, association or corporation and
to hold, utilize, enjoy and in any manner dispose of the whole or
any part of the rights, property and business so acquired, and to
assume in connection therewith any liabilities of any such person,
firm, association or corporation.
(d) to acquire (by purchase, lease or otherwise) and
to hold, use, maintain, develop and dispose of (by sale or
otherwise) any property, real or personal, and any interest
therein.
(e) to borrow money and, in this connection, to
issue notes or other evidence of indebtedness.
(f) to buy, hold, and otherwise deal in and with
foreign exchange.
(g) to apply for, obtain, purchase or otherwise
acquire, any patents, copyrights, licenses, trademarks, trade
names and the like and to use, exercise, develop, grant licenses
in respect of, sell and otherwise turn to account, the same.
(h) to aid by further investment any issuer, any
obligation of or interest in which is held by the Corporation or
in the affairs of which the Corporation has any direct or indirect
interest; to do all acts and things designed to protect, preserve,
improve or enhance
<PAGE>
the value of such obligation or interest; to
guarantee or become surety on any or all of the contracts, stocks,
bonds, notes, debentures and other obligations of any corporation,
company, trust, association or firm.
(i) to purchase or otherwise acquire, hold, dispose
of, resell, transfer, reissue or cancel (all without the vote or
consent of the stockholders of the Corporation) shares of its
capital stock in any manner and to the extent now or hereafter
permitted by applicable law and by these Articles of
Incorporation.
(j) to carry out all or any of the foregoing
purposes as principal or agent, and alone or with associates or,
to the extent now or hereafter permitted by the general laws of
the State of Maryland, as a member of, or as the owner or holder
of any security of, or interest in, any firm, association,
corporation, partnership, trust or syndicate; and in connection
therewith to make or enter into such deeds or contracts with any
persons, firms, associations, corporations, partnerships,
syndicates, governments or political subdivisions or agencies or
instrumentalities thereof and to do such acts and things and to
exercise such powers, as a natural person could lawfully make,
enter into, do or exercise.
(k) in general to carry on any other business in
connection with or incidental to any of the foregoing purposes; to
have and exercise all the powers conferred upon corporations by
the general laws of the State of Maryland as in force from time to
time; to do everything necessary, suitable or proper for the
accomplishment of any purpose or the attainment of any object or
the furtherance of any power set forth herein, either alone or in
association with others; and to do every other act or thing
incidental or appurtenant to or growing out of or connected with
the aforesaid business or purposes, objects or powers.
(l) to conduct and carry on its business, or any
part thereof, and to exercise and enjoy, in the State of Maryland
and anywhere else in the world, all of the powers, rights and
privileges granted to, or conferred upon, corporations by the
general laws of the State of Maryland now or hereafter in force
and by the laws of any other such location applicable to the
Corporation, and the enumeration of the foregoing powers shall not
be deemed to exclude any powers, rights or privileges so granted
or conferred.
(m) the foregoing purposes shall, except as
otherwise expressly provided, be in no way limited or restricted
by reference to, or inference from, the terms of any other clause
of this or any other Article of these Articles of Incorporation,
and shall each be regarded as independent and construed as a power
as well as an object and a purpose, and the enumeration of
specific purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general
powers of the Corporation now or hereafter conferred by the
general laws of the State of Maryland, nor shall the expression of
one thing be deemed to exclude another, though it be of like
nature, not expressed; provided, however, that the Corporation
shall not have power to carry on within the State of Maryland any
business whatsoever the carrying on of which would preclude it
from being classified as
<PAGE>
an ordinary business corporation under
the laws of said State; nor shall it carry on any business, or
exercise any powers, in any other state, territory, district or
country except to the extent that the same may lawfully be carried
on or exercised under the laws thereof.
7.9 Merger or Consolidation. In connection with the
acquisition of all or substantially all the assets or stock of
another investment company or investment trust, the Board of
Directors may issue or cause to be issued shares of capital stock
of the Corporation and accept in payment therefor, in lieu of
cash, such assets at their market value, or such stock at the
market value of the assets held by such investment company or
investment trust, either with or without adjustment for contingent
costs or liabilities, provided such assets are of the character in
which the Corporation is permitted to invest.
7.10 Liability of Stockholders. The stockholders of the
Corporation shall not be liable for, and their private property
shall not be subject to, claim, levy or other encumbrance on
account of debts or liabilities of the Corporation, to any extent
whatsoever.
7.11 Owner of Shares. The Corporation shall be entitled to
treat the person in whose name any share of the capital stock of
the Corporation is registered as the owner thereof for purposes of
dividends and other distributions in the course of business or in
the course of recapitalization, consolidation, merger,
reorganization, liquidation, sale of the property and assets of
the Corporation, or otherwise, and for the purpose of votes,
approvals and consents by stockholders, and for the purpose of
notices to stockholders, and for all other purposes whatever; and
the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share, on the part of any other
person, whether or not the Corporation shall have notice thereof,
save as expressly required by law.
IN WITNESS WHEREOF, the undersigned incorporator of
Frontegra Funds, Inc. hereby executes the foregoing Articles of
Incorporation and acknowledges the same to be his act.
Dated this _____ day of May, 1996.
___________________________________
Michael J. Pendleton
CAG-FRONTEGRA ARTICLES
BY-LAWS
OF
FRONTEGRA FUNDS, INC.
ARTICLE I
OFFICES
1.1 Principal Office. The principal office of Frontegra
Funds, Inc. ("the Corporation") in the State of Maryland shall be
in the City of Baltimore.
1.2 Other Offices. The Corporation may have such other
offices in such places as the Board of Directors may from time to
time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting. Subject to this Article II, an annual
meeting of stockholders for the election of directors and the
transaction of such other business as may properly come before the
meeting shall be held at such time and place as the Board of
Directors shall select. The Corporation shall not be required to
hold an annual meeting of its stockholders in any year in which
the election of directors is not required to be acted upon under
the Investment Company Act of 1940.
2.2 Special Meetings. Special meetings of stockholders
may be called at any time by the President, Co-President, the
Secretary or by a majority of the Board of Directors and shall be
held at such time and place as may be stated in the notice of the
meeting. Special meetings of the stockholders shall be called by
the Secretary upon receipt of written request of the holders of
shares entitled to cast not less than 10% of the votes entitled to
be cast at such meeting, provided that such request shall state
the purposes of such meeting and the matters proposed to be acted
on.
2.3 Place of Meetings. Meetings of stockholders shall be
held at such place within the United States as the Board of
Directors may from time to time determine.
2.4 Notice of Meetings; Waiver of Notice. Notice of the
place, date and time of the holding of each stockholders meeting
and, if the meeting is a special meeting, the purpose or purposes
of the meeting, shall be given personally or by mail, not less
than ten nor more than ninety days before the date of such
meeting, to each stockholder entitled to vote at such meeting and
to each other stockholder entitled to notice of the meeting.
Notice by mail shall be deemed to be duly given when deposited in
the United States mail addressed to the stockholder at his or her
address as it appears on the records of the Corporation, with
postage prepaid. Notice of any meeting of stockholders shall be
deemed waived by any stockholder who attends such meeting in
person or by proxy, or who, either before or after the meeting,
submits a signed waiver of notice which is filed with the records
of the meeting.
<PAGE>
2.5 Quorum, Adjournment of Meetings. The presence at any
stockholders meeting, in person or by proxy, of stockholders of
one third of the shares of the stock of the Corporation shall be
necessary and sufficient to constitute a quorum for the
transaction of business, except for any matter which, under
applicable statutes or regulatory requirements, requires approval
by a separate vote of one or more classes of stock, in which case
the presence in person or by proxy of stockholders of one third of
the shares of stock of each class required to vote as a class on
the matter shall constitute a quorum. The holders of a majority
of shares entitled to vote at the meeting and present in person or
by proxy, whether or not sufficient to constitute a quorum, or,
any officer present entitled to preside or act as Secretary of
such meeting may adjourn the meeting without determining the date
of the new meeting or from time to time without further notice to
a date not more than one hundred and twenty days after the
original record date. Any business that might have been
transacted at the meeting originally called may be transacted at
any such adjourned meeting at which a quorum is present.
2.6 Organization. At each meeting of the stockholders,
the Chairman of the Board (if one has been designated by the Board
of Directors), or in his or her absence or inability to act, the
President or a Co-President, or in the absence or inability to act
of the Chairman of the Board and the President or a Co-President,
a Vice President, shall act as chairman of the meeting; provided,
however, that if no such officer is present or able to act, a
chairman of the meeting shall be elected at the meeting. The
Secretary, or in his or her absence or inability to act any person
appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes thereof.
2.7 Order of Business. The order of business at all
meetings of the stockholders shall be as determined by the
chairman of the meeting.
2.8 Voting. Except as otherwise provided by statute or
the Articles of Incorporation, each holder of record of shares of
stock of the Corporation having voting power shall be entitled at
each meeting of the stockholders to one vote for every full share
of such stock, with a fractional vote for any fractional shares,
standing in his or her name on the record of stockholders of the
Corporation as of the record date determined pursuant to Section
2.9 or if the record date has not been fixed, then at the later of
(i) the close of business on the day on which notice of the
meeting is mailed or (ii) the thirtieth day before the meeting.
Each stockholder entitled to vote at any meeting of stockholders
may authorize another person or persons to act for him or her by a
proxy signed by such stockholder or his or her attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from
the date thereof, unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where such proxy states that
it is irrevocable and where the proxy is coupled with an interest
in the stock to be voted under the proxy or another general
interest in the Corporation or its assets or liabilities. Except
as otherwise provided by statute, the Articles of Incorporation or
these By-Laws, any corporate action to be taken by vote of the
stockholders shall be authorized by a majority of the total votes
validly cast at a meeting of stockholders at which a quorum is
present. No votes need to be taken by ballot other than the
election of directors, which shall be by written ballot, or unless
required by statute, these By-Laws, or determined by the chairman
of the meeting to be advisable. On
<PAGE>
a vote by ballot, each ballot
shall be signed by the stockholder voting or by his or her proxy
and shall state the number of shares voted.
2.9 Fixing of Record Date. The Board of Directors may fix
a time not less than ten nor more than ninety days prior to the
date of any meeting of stockholders or prior to the last day on
which the consent or dissent of stockholders may be effectively
expressed for any purpose without a meeting, as the time as of
which stockholders entitled to notice of and to vote at such a
meeting or whose consent or dissent is required or may be
expressed for any purpose, as the case may be, shall be
determined; and all persons who were holders of record of voting
stock at such time and no other shall be entitled to notice of and
to vote at such meeting or to express their consent or dissent, as
the case may be. If no record date has been fixed, the record
date for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders shall be the later of the
close of business on the day on which notice of the meeting is
mailed or the thirtieth day before the meeting, or if notice is
waived by all stockholders, at the close of business on the tenth
day next preceding the day on which the meeting is held. The
Board of Directors may fix a record date for determining
stockholders entitled to receive payment of a dividend or
distribution, but such date shall be not more than ninety days
before the date on which such payment is made. If no record date
has been fixed, the record date for determining stockholders
entitled to receive dividends or distributions shall be the close
of business on the day on which the resolution of the Board of
Directors declaring the dividend or distribution is adopted, but
the payment shall not be made more than sixty days after the date
on which the resolution is adopted.
2.10 Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided by statute or the Articles of Incorporation,
any action required to be taken at any meeting of stockholders, or
any action which may be taken at any meeting of such stockholders,
may be taken without a meeting, without prior notice and without a
vote, if the following are filed with the records of stockholders
meetings: (i) a unanimous written consent which sets forth the
action and is signed by each stockholder entitled to vote on the
matter and (ii) a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not
entitled to vote thereat.
ARTICLE III
BOARD OF DIRECTORS
3.1 General Powers. The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors and all powers of the Corporation may be exercised by or
under authority of the Board of Directors.
3.2 Number of Directors. The number of directors shall be
fixed from time to time by resolution of the Board of Directors
adopted by a majority of the Directors then in office; provided,
however, that the number of Directors shall in no event be less
than three nor more than fifteen except that the Corporation may
have less than three but no less than one director if there is no
stock outstanding, and may have a number of directors no fewer
than the number of stockholders so long as there are fewer than
three stockholders. Any vacancy
<PAGE>
created by an increase in
directors may be filled in accordance with Section 3.6. No
reduction in the number of directors shall have the effect of
removing any director from office prior to the expiration of his
or her term unless such director is specifically removed pursuant
to Section 3.5 at the time of such decrease. Directors need not
be stockholders.
3.3 Election and Term of Directors. Directors shall be
elected annually, by written ballot at the annual meeting of
stockholders or a special meeting held for that purpose; provided,
however, that if no annual meeting of the stockholders of the
Corporation is required to be held in a particular year pursuant
to Section 2.1, directors shall be elected at the next annual
meeting held. The term of office of each director shall be from
the time of his or her election and qualification until the
election of directors next succeeding his or her election and
until his or her successor shall have been elected and shall have
qualified.
3.4 Resignation. A director of the Corporation may resign
at any time by giving written notice of his or her resignation to
the Board of Directors, its Chairman, the President, a Co-
President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon
its receipt. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
3.5 Removal of Directors. Any director of the Corporation
may be removed by the affirmative vote of a majority of (a) the
Board of Directors, (b) a committee of the Board of Directors
appointed for such purpose, or (c) the stockholders by vote of a
majority of the outstanding shares of the Corporation.
3.6 Vacancies. If any vacancies occur in the Board of
Directors (i) by reason of death, resignation, removal or
otherwise, the remaining directors shall continue to act, and
subject to the provisions of the Investment Company Act of 1940,
such vacancies (if not previously filled by the stockholders) may
be filled by a majority of the remaining directors and (ii) by
reason of an increase in the authorized number of directors, such
vacancies (if not previously filled by the stockholders) may be
filled by a majority vote of the entire Board of Directors.
3.7 Place of Meeting. The directors may hold their
meetings, have one or more offices and keep the books of the
Corporation at any office or offices of the Corporation or at any
other place within or without the State of Maryland as they may
determine, or in the case of meetings as they may determine or as
shall be specified or fixed in the respective notices or waivers
of notice thereof.
3.8 Regular Meetings. The Board of Directors from time to
time may provide by resolution for the holding of regular meetings
and fix their time and place as the Board of Directors may
determine. Notice of such regular meetings need not be in
writing, provided that notice of any change in the time or place
or such fixed regular meetings shall be communicated promptly to
each director not present at the meeting at which such change was
made in the manner provided in Section 3.9 for notice of special
meetings. Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such
<PAGE>
Board of
Directors or committee by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time,
and participation by such means shall constitute presence in
person at a meeting, except where meetings are required to be held
in person pursuant to the Investment Company Act of 1940.
3.9 Special Meetings. Special meetings of the Board of
Directors may be held at any time or place and for any purpose
when called by the President, the Secretary or two or more of the
directors. Notice of special meetings, stating the time and
place, shall be communicated to each director personally by
telephone or transmitted to him or her by telegraph, telefax,
telex, cable or wireless at least one day before the meeting.
3.10 Waiver of Notice. No notice of any meeting of the
Board of Directors or a committee of the Board of Directors need
be given to any director who is present at the meeting or who
waives notice of such meeting in writing (which waiver shall be
filed with the records of such meeting), either before or after
the time of the meeting.
3.11 Quorum and Voting. At all meetings of the Board of
Directors, the presence of one third of the entire Board of
Directors shall constitute a quorum unless there are only two or
three Directors, in which case two directors shall constitute a
quorum. If there is only one director, the sole director shall
constitute a quorum. At any adjourned meeting at which a quorum
is present, any business may be transacted which might have been
transacted at the meeting as originally called.
3.12 Organization. The Board of Directors may, by resolu-
tion adopted by a majority of the entire Board of Directors,
designate a Chairman who shall preside at each meeting. In the
absence or inability of the Chairman of the Board to preside at a
meeting, the President, a Co-President, or in his or her absence
or inability to act, another director chosen by a majority of the
directors present, shall act as chairman of the meeting and
preside thereat. The Secretary (or in his or her absence or
inability to act, any person appointed by the Chairman) shall act
as secretary of the meeting and keep the minutes thereof.
3.13 Written Consent of Directors in Lieu of a Meeting.
Subject to the provisions of the Investment Company Act of 1940,
as amended, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
the proceedings.
3.14 Compensation. Directors may receive compensation for
services to the Corporation in their capacities as directors or
otherwise in such manner and in such amounts as may be fixed from
time to time by the Board of Directors.
<PAGE>
ARTICLE IV
COMMITTEES
4.1 Organization. By resolution adopted by the Board of
Directors, the Board may designate one or more committees composed
of two or more directors. The Chairmen of such committees shall
be elected by the Board of Directors. The Board of Directors
shall have the power at any time to change the members of such
committees and to fill vacancies in the committees. The Board of
Directors may delegate to these committees any of its powers,
except the power to authorize the issuance of stock, declare a
dividend or distribution on stock, recommend to stockholders any
action requiring stockholder approval, amend these By-Laws, or
approve any merger or share exchange which does not require
stockholder approval. If the Board of Directors has given general
authorization for the issuance of stock, a committee of the Board,
in accordance with a general formula or method specified by the
Board by resolution or by adoption of a stock option or other
plan, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued,
including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.
4.2 Proceedings and Quorum. In the absence of an
appropriate resolution of the Board of Directors, each committee
may adopt such rules and regulations governing its proceedings,
quorum and manner of acting as it shall deem proper and desirable.
In the event any member of any committee is absent from any
meeting, the members thereof present at the meeting, whether or
not they constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
ARTICLE V
OFFICERS, AGENTS AND EMPLOYEES
5.1 General. The officers of the Corporation shall be a
Chairman, President or Co-President, Secretary and Treasurer, and
may include one or more additional Vice Presidents, Assistant
Secretaries or Assistant Treasurers, and such other officers as
may be appointed in accordance with the provisions of Section 5.8.
5.2 Election, Tenure and Qualifications. The officers of
the Corporation, except those appointed as provided in Section
5.8, shall be elected by the Board of Directors at its first
meeting and thereafter annually at an annual meeting. If any
officers are not chosen at any annual meeting, such officers may
be chosen at any subsequent regular or special meeting of the
Board. Except as otherwise provided in this Article V, each
officer chosen by the Board of Directors shall hold office until
the next annual meeting of the Board of Directors and until his or
her successor shall have been elected and qualified. Any person
may hold one or more offices of the Corporation except the offices
of President and Vice President.
5.3 Removal and Resignation. Whenever in the judgment of
the Board of Directors the best interest of the Corporation will
be served thereby, any officer may be removed from office by the
vote of a majority of the members of the Board of Directors
<PAGE>
at any
regular meeting or at a special meeting called for such purpose.
Any officer may resign his office at any time by delivering a
written resignation to the Board of Directors, the President, the
Secretary, or any Assistant Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
5.4 Chairman. Subject to supervision of the Board of
Directors, the Chairman shall have general charge of the business,
affairs and property of the Corporation and general supervision
over its officers, employees and agents. Except as the Board of
Directors may otherwise order, he or she may sign in the name and
on behalf of the Corporation all deeds, bonds, contracts, or
agreements. He or she shall exercise such other powers and
perform such other duties as from time to time may be assigned to
him or her by the Board of Directors.
5.5 President or Co-Presidents. The President shall be
the chief executive officer or each Co-President shall be the co-
chief executive officer of the Corporation. Except as the Board
of Directors may otherwise order, he or she may sign in the name
and on behalf of the Corporation all deeds, bonds, contracts, or
agreements. He or she shall exercise such other powers and
perform such other duties as from time to time may be assigned to
him or her by the Board of Directors.
5.6 Vice President. The Board of Directors may from time
to time elect one or more Vice Presidents who shall have such
powers and perform such duties as from time to time may be
assigned to them by the Board of Directors or the President. At
the request or in the absence or disability of the President or a
Co-President, the Vice President (or if there are two or more Vice
Presidents, then the more senior of such officers present and able
to act) may perform all the duties of the President or the Co-
Presidents and when so acting shall have all the powers of and be
subject to all the restrictions upon the President or Co-
Presidents. Any Vice President may perform such duties as the
Board of Directors may assign.
5.7 Treasurer and Assistant Treasurer. The Treasurer
shall be the principal financial and accounting officer of the
Corporation and shall have general charge of the finances and
books of account of the Corporation. Except as otherwise provided
by the Board of Directors, he or she shall have general
supervision of the funds and property of the Corporation and of
the performance by the Custodian of its duties with respect
thereto. He or she shall render to the Board of Directors,
whenever directed, an account of the financial condition of the
Corporation and of all his or her transactions as Treasurer; and
as soon as possible after the close of each fiscal year he or she
shall make and submit to the Board of Directors a like report for
such fiscal year. Any Assistant Treasurer may perform such duties
of the Treasurer as the Treasurer or the Board of Directors may
assign, and in the absence of the Treasurer, the Assistant
Treasurer (or if there are two or more Assistant Treasurers, then
the more senior of such officers present and able to act) may
perform all of the duties of the Treasurer.
5.8 Secretary and Assistant Secretaries. The Secretary
shall attend to the giving and serving of all notices of the
Corporation and shall record all proceedings of the meetings of
the stockholders and directors in books to be kept for that
purpose. He or she shall keep in
<PAGE>
safe custody the seal of the
Corporation, and shall have charge of the records of the
Corporation, including the stock books and such other books and
papers as the Board of Directors may direct and such books,
reports, certificates and other documents required by law to be
kept, all of which shall at all reasonable times be open to
inspection by any director. He or she shall perform such other
duties as appertain to his or her office or as may be required by
the Board of Directors. Any Assistant Secretary may perform such
duties of the Secretary as the Secretary of the Board of Directors
may assign, and, in the absence of the Secretary, he or she may
perform all the duties of the Secretary.
5.9 Subordinate Officers. The Board of Directors from
time to time may appoint such other officers or agents as it may
deem advisable, each of whom shall have such title, hold office
for such period, have such authority and perform such duties as
the Board of Directors may determine. The Board of Directors from
time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to
prescribe their rights, terms of office, authorities and duties.
5.10 Remuneration. The salaries or other compensation of
the officers of the Corporation shall be fixed from time to time
by resolution of the Board of Directors, except that the Board of
Directors may be resolution delegate to any person or group of
persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the
provisions of Section 5.8.
5.11 Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including,
without limitation, any bond required by the Investment Company
Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission) to the Corporation in such sum
and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his or her
duties to the Corporation, including responsibility for negligence
and for the accounting of any of the Corporation's property, funds
or securities that may come into his or her hands.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification. The Corporation shall indemnify (a)
its directors and officers, whether serving the Corporation or at
its request any other entity, to the full extent required or
permitted by (i) Maryland law now or hereafter in force, including
the advance of expenses under the procedures and to the full
extent permitted by law, and (ii) the Investment Company Act of
1940, as amended, and (b) other employees and agents to such
extent as shall be authorized by the Board of Directors and be
permitted by law. The foregoing rights of indemnification shall
not be exclusive of any other rights to which those seeking
indemnification may be entitled. The Board of Directors may take
such action as is necessary to carry out these indemnification
provisions and is expressly empowered to adopt, approve and amend
from time to time such resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be
permitted by law.
<PAGE>
ARTICLE VII
CAPITAL STOCK
7.1 Stock Certificates. The interest of each stockholder
of the Corporation may be evidenced by certificates for shares of
stock in such form as the Board of Directors may from time to time
prescribe. The certificates representing shares of stock shall be
signed by or in the name of the Corporation by the President, a
Co-President or a Vice President and countersigned by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. Certificates may be sealed with the actual
corporate seal or a facsimile of it or in any other form. Any or
all of the signatures or the seal on the certificate may be manual
or a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate shall be issued, it may be
issued by the Corporation with the same effect as if such officer,
transfer agent or registrar were still in office at the date of
issue unless written instructions of the Corporation to the
contrary are delivered to such officer, transfer agent or
registrar.
7.2 Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the
number of shares held by them respectively, shall be kept at the
principal offices of the Corporation or, if the Corporation
employs a transfer agent, at the offices of the transfer agent of
the Corporation.
7.3 Transfers of Shares. Transfers of shares of stock of
the Corporation shall be made on the stock records of the
Corporation only by the registered holder thereof, or by his or
her attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent or
transfer clerk, and on surrender of the certificate or certifi-
cates, if issued, for such shares properly endorsed or accompanied
by proper evidence of succession, assignment or authority to
transfer, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require and the
payment of all taxes thereon. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the
record of stockholders as the owner of such share or shares for
all purposes, including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner, and
the Corporation shall not be bound to recognize any equitable or
legal claim to or interest in any such share or shares on the part
of any other person. The Board of Directors may make such
additional rules and regulations, not inconsistent with these
By-Laws, as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the
Corporation.
7.4 Transfer Agents and Registrars. The Board of
Directors may from time to time appoint or remove transfer agents
and/or registrars of transfers of shares of stock of the
Corporation, and it may appoint the same person as both transfer
agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer agents or by
one of such registrars of transfers or by both and shall not be
valid unless so countersigned. If the same person shall be
<PAGE>
both
transfer agent and registrar, only one countersignature by such
person shall be required.
7.5 Lost, Destroyed or Mutilated Certificates. The holder
of any certificates representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of such certificate, and the Corporation
may issue a new certificate of stock in the place of any
certificate theretofore issued by it which the owner thereof shall
allege to have been lost or destroyed or which shall have been
mutilated, and the Board may, in its discretion, require such
owner or his or her legal representatives to give to the
Corporation a bond in such sum, limited or unlimited, and in such
form and with such surety or sureties, as the Board in its abso-
lute discretion shall determine, to indemnify the Corporation
against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or issuance
of a new certificate. Anything herein to the contrary notwith-
standing, the Board, in its absolute discretion, may refuse to
issue any such new certificate, except pursuant to legal proceed-
ings under the laws of the State of Maryland.
ARTICLE VIII
SEAL
8.1 Seal. The seal of the Corporation shall bear, in
addition to any other emblem or device approved by the Board of
Directors, the name of the Corporation, the year of its
incorporation and the words Corporate Seal and Maryland. The
form of the seal may be altered by the Board of Directors. Said
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced. Any
Officer or Director of the Corporation shall have the authority to
affix the corporate seal of the Corporation to any document
requiring the same.
ARTICLE IX
FISCAL YEAR
9.1 Fiscal Year. The fiscal year of the Company shall be
determined by resolution of the Board of Directors.
ARTICLE X
DEPOSITORIES AND CUSTODIANS
10.1 Depositories. The funds of the Corporation shall be
deposited with such banks or other depositories as the Board of
Directors may from time to time determine.
10.2 Custodians. All securities and other investments
shall be deposited in the safe keeping of such banks or other
companies as the Board of Directors may from time to time
determine. Every arrangement entered into with any bank or other
company for the safe keeping of the securities and investments of
the Corporation shall contain provisions
<PAGE>
complying with the
Investment Company Act of 1940, as amended, and the general rules
and regulations thereunder.
ARTICLE XI
EXECUTION OF INSTRUMENTS
11.1 Checks, Notes, Drafts, etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders obligations for
the payment of money shall be signed by such officer or officers
or person or persons as the Board of Directors by resolution shall
from time to time designate or as these By-Laws provide.
11.2 Sale or Transfer of Securities. Stock certificates,
bonds or other securities at any time owned by the Corporation may
be held on behalf of the Corporation or so, transferred or
otherwise disposed of subject to any limits imposed by these By-
Laws and pursuant to authorization by the Board of Directors and,
when so authorized to be held on behalf of the Corporation or
sold, transferred or otherwise disposed of, may be transferred
from the name of the Corporation by the signature of the
President, a Co-President, any Vice President or the Treasurer or
pursuant to any procedure approved by the Board of Directors,
subject to applicable law.
ARTICLE XII
INDEPENDENT PUBLIC ACCOUNTANTS
12.1 Independent Public Accountants. The Corporation shall
employ an independent public accountant or a firm of independent
public accountants as its accountants to examine the accounts of
the Corporation and to sign and certify financial statements filed
by the Corporation.
ARTICLE XIII
AMENDMENTS
13.1 Amendments. These By-Laws may be amended, altered or
repealed at any regular meeting of the stockholders or at any
special meeting of the stockholders at which a quorum is present
or represented, provided that notice of the proposed amendment,
alteration or repeal be contained in the notice of such special
meeting. These By-Laws may also be amended, altered or repealed
by the affirmative vote of a majority of the Board of Directors at
any regular or special meeting of the Board of Directors, except
any particular By-Law which is specified as not subject to
alteration or repeal by the Board of Directors, subject to the
requirements of the Investment Company Act of 1940, as amended.
