SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to 250.14a-12.
FRONTEGRA FUNDS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies: _________________________________________
(2) Aggregate number of securities to which
transaction applies: _________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined): ________________
_____________________________________________________________
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(5) Total fee paid: _____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ____________________________________
(2) Form, Schedule or Registration Statement No.: _______________
(3) Filing Party: _______________________________________________
(4) Date Filed: _________________________________________________
<PAGE>
FRONTEGRA GROWTH FUND
A Series of
FRONTEGRA FUNDS, INC.
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062
PROXY STATEMENT MATERIALS
IMPORTANT VOTING INFORMATION INSIDE
Table of Contents
Letter from the Co-Presidents Front Cover Page
Notice of Special Meeting of Shareholders 2
Proxy Statement 3
Proxy Card Back Cover Page
<PAGE>
FRONTEGRA GROWTH FUND
A Series of
FRONTEGRA FUNDS, INC.
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062
November 10, 2000
Dear Shareholder:
I am writing to inform you of the upcoming Special
Meeting of Shareholders of the Frontegra Growth Fund
(the "Fund") to be held at 10:00 a.m., Thursday,
November 30, 2000, at 400 Skokie Boulevard, Suite 500,
Northbrook, Illinois 60062. At this meeting, you are
being asked to vote on an important proposal affecting
the Fund: to approve a new sub-advisory agreement
between Frontegra Asset Management, Inc. ("Frontegra"),
the adviser to the Fund, and Northern Capital
Management, LLC ("Northern"), the sub-adviser to the
Fund. As discussed in more detail in the enclosed Proxy
Statement, the current sub-advisory agreement
terminated on September 25, 2000 due to the acquisition
of United Asset Management Corporation ("UAM"), the
parent company of Northern, by Old Mutual plc ("Old
Mutual"). To avoid disruption of the Fund's investment
management program, the Board of Directors of Frontegra
Funds, Inc. (the "Company") approved an interim sub-
advisory agreement in accordance with Rule 15a-4 under
the Investment Company Act of 1940. The Interim
Agreement has a term of 150 days from September 25,
2000. Therefore, in order to ensure continuity and to
avoid disruption of the Fund's investment management
program, the Board of Directors approved a new sub-
advisory agreement and recommended that shareholders of
the Fund be asked to approve this agreement. The new
sub-advisory agreement provides that, following
shareholder approval, Northern will continue to provide
investment advisory services on the same terms and with
the same compensation structure under which it
currently operates. The Board of Directors of the
Company unanimously believes that this proposal is in
the Fund's and your best interest.
The Board of Directors of the Company has
unanimously approved this proposal and recommends a
vote "FOR" the proposal. If you have any questions
regarding the issues to be voted on or need assistance
in completing your proxy card, please contact us at 1-
888-825-2100.
Thank you for investing in the Fund and for your
continuing support.
Sincerely,
William D. Forsyth, III
Co-President of Frontegra Funds, Inc.
Thomas J. Holmberg, Jr.
Co-President of Frontegra Funds, Inc.
Enclosures
<PAGE>
FRONTEGRA GROWTH FUND
A Series of
FRONTEGRA FUNDS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting of
Shareholders of the Frontegra Growth Fund (the "Fund")
will be held at 400 Skokie Boulevard, Suite 500,
Northbrook, Illinois 60062 on Thursday, November 30,
2000, at 10:00 a.m., local time, to consider and act
upon the proposal noted below:
1. To approve the new sub-advisory agreement between
Frontegra Asset Management, Inc., the adviser to the
Fund, and Northern Capital Management, LLC, the sub-
adviser to the Fund; and
2. To consider and act upon any other business which
may properly come before the Meeting or any
adjournments thereof.
Only shareholders of record at the close of
business on October 31, 2000, the record date for this
Meeting, shall be entitled to notice of, and to vote
at, the Meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
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As a shareholder of the Frontegra Growth Fund, you
are asked to attend the Meeting either in person or by
proxy. If you are unable to attend the Meeting in
person, we urge you to complete, sign, date and return
the enclosed proxy card in the enclosed postage prepaid
envelope. Your prompt return of the proxy card will
help assure a quorum at the Meeting and avoid
additional expenses to the Fund associated with further
solicitation. Sending in your proxy card will not
prevent you from voting your shares in person at the
Meeting and you may revoke your proxy by advising the
Secretary of Frontegra Funds, Inc. in writing (by
subsequent proxy or otherwise) of such revocation at
any time before it is voted.
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By Order of the Board of Directors,
Thomas J. Holmberg, Jr.
Secretary
Northbrook, Illinois
November 10, 2000
<PAGE>
FRONTEGRA GROWTH FUND
A Series of
FRONTEGRA FUNDS, INC.
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To be held on November 30, 2000
General. This Proxy Statement is being furnished
in connection with the solicitation of proxies by the
Board of Directors (the "Board") of Frontegra Funds,
Inc. (the "Company") for the Frontegra Growth Fund (the
"Fund"). The proxy will be voted at the Special
Meeting (the "Meeting") of Shareholders to be held at
400 Skokie Boulevard, Suite 500, Northbrook, Illinois
60062 on November 30, 2000, at 10:00 a.m., local time,
and any adjournments thereof, for the purposes set
forth in the enclosed Notice of Special Meeting of
Shareholders. The Notice of Special Meeting of
Shareholders, this Proxy Statement and the enclosed
proxy card are first being mailed to shareholders on or
about November 10, 2000.
Record Date/Shareholders Entitled to Vote. The
Fund is a separate investment portfolio, or series, of
the Company, a Maryland corporation and registered
investment company under the Investment Company Act of
1940, as amended (the "1940 Act"). The record holders
of outstanding shares of the Fund are entitled to one
vote per share (and a fractional vote per fractional
share) on all matters presented at the Meeting. Only
shareholders of record as of the close of business on
October 31, 2000 (the "Record Date"), will be entitled
to notice of, and to vote at, the Meeting and any
adjournments thereof. As of the Record Date, there
were 1,227,414 issued and outstanding shares of the
Fund.
Share Ownership. The following table sets forth
information regarding the beneficial ownership of the
Fund's outstanding shares as of the Record Date by (i)
the directors and executive officers of the Company,
(ii) the directors and executive officers of the
Company as a group and (iii) persons who are known by
the Fund to beneficially own more than 5% of the Fund's
outstanding shares:
Name and Address Number of Shares Percentage
William D. Forsyth(1) - *
Thomas J. Holmberg, Jr.(1) - *
David L. Heald(2) 410 *
All directors and executive
officers as a group (3 persons) 410 *
_______________
(1) The address of Mr. Forsyth and Mr.
Holmberg is Frontegra Asset Management, Inc.,
400 Skokie Boulevard, Suite 500, Northbrook,
Illinois 60062.
(2) Mr. Heald's address is 400 Skokie
Boulevard, Suite 260, Northbrook, Illinois
60062.
* Less than 1%.
<PAGE>
Name and Address Number of Shares Percentage
Madison Psychiatric Association 262,815 21.4%
Unitized Plan
801 Pennsylvania Avenue
Kansas City, MO 64105-1307
Citizens Bank 225,571 18.4%
as Trustees FBO Richland
Medical Center
Profit Sharing Equity Option
101 N. Washington Avenue
Saginaw, MI 48607-1206
Mitra & Co 109,385 8.9%
1000 N. Water Street
Milwaukee, WI 53202-6648
Madison Psychiatric Association 79,371 6.5%
Profit Sharing Plan
801 Pennsylvania Avenue
Kansas City, MO 64105-1307
Madison Orthodontics 73,155 6.0%
Equity Option
5605 Odana Road
Madison, WI 53719-1207
Voting of Proxies. Whether you expect to be
personally present at the Meeting or not, please mark,
sign, date and return the enclosed proxy card.
Properly executed proxies will be voted as you
instruct. If no choice is indicated, proxies will be
voted "FOR" proposal 1 set forth in the Notice and in
accordance with the best judgment of the persons named
as proxies in the enclosed proxy card as to proposal 2.
Any shareholder giving a proxy has the power to revoke
it at any time before the Meeting by advising the
Secretary of the Company in writing (by subsequent
proxy or otherwise) of such revocation at any time
before it is voted, or by attending the Meeting and
voting in person. Attendance by a shareholder at the
Meeting does not, in itself, revoke a proxy. If not so
revoked, the shares represented by the proxy will be
voted at the Meeting, and any adjournments thereof, as
instructed.
Quorum Required to Hold Meeting. Under the
Company's By-Laws, a quorum is constituted by the
presence in person or by proxy of one-third of the
outstanding shares of all series entitled to vote at
the Meeting. As noted above, the Fund is a separate
"series" of the Company. Accordingly, for purposes of
the Meeting, a quorum will be constituted by the
presence in person or by proxy of one-third of the
outstanding shares of the Fund.
Abstentions and broker non-votes (i.e., proxies
from brokers or nominees indicating that they have not
received instructions from the beneficial owners on an
item for which the brokers or nominees do not have
discretionary power to vote) will be treated as present
for determining whether a quorum is present with
respect to a particular matter. Abstentions and broker
non-votes will not, however, be counted as voting on
any matter at the Meeting, except that for any proposal
requiring the affirmative vote of the Fund's
outstanding shares for approval, a broker non-vote or
abstention will have the effect of a vote against the
proposal.
In the event that a quorum is present at the
Meeting but sufficient votes to approve a proposal are
not received, the Secretary of the Company may adjourn
the Meeting to permit further solicitation of proxies.
Method and Cost of Proxy Solicitation. Proxies
will be solicited by the Company primarily by mail.
The solicitation may also include telephone, facsimile,
telegraph or oral communications by certain officers or
employees of the Fund or the Fund's investment adviser,
Frontegra Asset Management, Inc. ("Frontegra"), who
will not be paid for
<PAGE>
these services. The Fund's sub-
adviser, Northern Capital Management, LLC ("Northern")
will pay the costs of the Meeting and the expenses
incurred in connection with the solicitation of
proxies, including those expenses incurred by
Frontegra. Northern will also reimburse brokers and
other nominees for their reasonable expenses in
communicating with persons for whom they hold shares of
the Fund.
The Fund's investment adviser is Frontegra, 400
Skokie Boulevard, Suite 500, Northbrook, Illinois
60062. The Fund's administrator is Firstar Mutual Fund
Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202. The Fund's sub-adviser is Northern,
8018 Excelsior Drive, Suite 300, Madison, Wisconsin
53717.
COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-
ANNUAL REPORTS ARE AVAILABLE WITHOUT CHARGE UPON
WRITING TO THE FUND AT 400 SKOKIE BOULEVARD, SUITE 500,
NORTHBROOK, ILLINOIS 60062 OR BY CALLING, TOLL-FREE,
1-888-825-2100.
PROPOSAL 1: TO APPROVE A NEW SUB-ADVISORY AGREEMENT
BETWEEN FRONTEGRA ASSET MANAGEMENT, INC. AND NORTHERN
CAPITAL MANAGEMENT, LLC
Pursuant to an interim sub-advisory agreement
dated September 25, 2000 (the "Interim Sub-Advisory
Agreement"), Northern currently provides sub-advisory
services to the Fund and, subject to the supervision of
Frontegra, the adviser to the Fund, manages the
portfolio assets of the Fund. The Interim Sub-Advisory
Agreement was approved by the Board of Directors on
August 15, 2000. The Interim Sub-Advisory Agreement
became effective when Old Mutual plc ("Old Mutual")
acquired United Asset Management Corporation ("UAM"),
the parent company of Northern, pursuant to a tender
offer for the outstanding shares of UAM. Old Mutual is
a United Kingdom-based financial services group with a
substantial life assurance business in South Africa and
an integrated, international portfolio of activities in
asset management, banking and general insurance. This
transfer of ownership constituted a "change of control"
of Northern within the meaning of Section 2(a)(4) of
the 1940 Act.
Section 15(a) of the 1940 Act prohibits any person
from serving as an investment adviser to a registered
investment company except pursuant to a written
contract that has been approved by the shareholders.
Section 15(a) also provides that any such advisory
contract must terminate on its "assignment" and Section
2(a)(4) provides that a change of control of the
investment adviser constitutes an assignment.
Consequently, the purchase of UAM by Old Mutual caused
the prior sub-advisory agreement (the "Prior Sub-
Advisory Agreement") to terminate. Rule 15a-4 under
the 1940 Act permits a fund to be advised under a short-
term contract until shareholders can vote on a new
contract. In accordance with Rule 15a-4, the Board of
Directors approved the Interim Sub-Advisory Agreement
which allows Northern to manage the Fund under
substantially the same terms as the Prior Sub-Advisory
Agreement until February 21, 2001. In order for
Northern to continue to serve as sub-adviser to the
Fund, shareholders of the Fund must approve a new sub-
advisory agreement (the "New Sub-Advisory Agreement").
On November 6, 2000 the Board approved the New Sub-
Advisory Agreement and recommended that it be submitted
to Fund shareholders for approval. If approved by the
shareholders of the Fund, the New Sub-Advisory
Agreement will be executed and become effective upon
the date of the shareholder meeting (currently
scheduled for November 30, 2000). The New Sub-Advisory
Agreement is substantially identical to the Prior Sub-
Advisory Agreement except for the dates of execution,
effectiveness and termination. The Prior Sub-Advisory
Agreement was approved by the initial shareholders of
the Fund on March 17, 1998.
Summary of the Prior Sub-Advisory Agreement and
the New Sub-Advisory Agreement. A copy of the New Sub-
Advisory Agreement marked to indicate the changes
between the Prior Sub-Advisory Agreement and the New
Sub-Advisory Agreement is attached to this Proxy
Statement as Exhibit A. The following description of
the Agreements is only a summary. You should refer to
Exhibit A for the complete Prior and New Sub-Advisory
Agreements. Both the Prior and New Sub-Advisory
Agreements provide that Northern provides certain
investment advisory services to the Fund, including
investment research and management, subject to the
supervision of the Board of Directors and Frontegra.
Both the Prior Sub-Advisory Agreement and the New Sub-
Advisory Agreement provide that Frontegra will pay
Northern a fee with respect to the Fund based on the
Fund's average daily net assets. Under both the Prior
and New Sub-Advisory Agreements, Northern is
compensated by Frontegra for its investment advisory
services at the annual rate of (i) 0.25% of the Fund's
average daily net assets prior to the first date when
the Fund's average daily net assets exceed $200 million
and (ii) 0.30% of the Fund's average daily net assets
on and after the first date when the Fund's average
daily net assets exceed $200 million.
<PAGE>
The Prior and New Sub-Advisory Agreements also
authorize Northern to select the brokers or dealers
that will execute the purchases and sales of securities
of the Fund and direct Northern to use its best efforts
to obtain the best available price and most favorable
execution. However, Northern may pay a broker a
commission in excess of that which another broker might
have charged for effecting the same transaction, in
recognition of the value of the research, software and
subscriptions provided by the broker to Northern.
During the fiscal year ended June 30, 2000,
Northern received $3,260 from Frontegra for its
investment advisory services to the Fund.
Information regarding the principal executive
officers and directors of Northern is set forth below.
Steven Hawk is the Chairman, Chief Executive
Officer, a director and a portfolio manager of
Northern. Daniel T. Murphy is the President, a
director and a portfolio manager of Northern. Joan
Worden is the Chief Compliance Officer of Northern.
Brian Hellmer is a Senior Vice President and a
portfolio manager of Northern. Paul Perry is a Senior
Vice President of Northern. Kevin O'Brien, a Vice
President of UAM, is a director of Northern. The
address of all of the above individuals, except Mr.
O'Brien, is 8018 Excelsior Drive, Suite 300, Madison,
WI 53717. The address of Mr. O'Brien is One
International Place, Boston, MA 02110.
Frontier Partners, Inc., an affiliate of
Frontegra, acts as a third party solicitor on behalf of
Northern. A "third party solicitor" is defined in Rule
206(4)-3 under the Investment Advisers Act of 1940 as a
solicitor who is not a partner, officer, director or
employee or otherwise affiliated with the investment
adviser.
Required Vote. Approval of the New Sub-Advisory
Agreement requires the affirmative vote of a "majority
of the outstanding voting securities" of the Fund.
Under the 1940 Act, a "majority of the outstanding
voting securities" means the affirmative vote of the
lesser of (a) 67% or more of the shares of the Fund
present at the Meeting or represented by proxy if the
holders of more than 50% of the outstanding shares are
present at the Meeting or represented by proxy, or (b)
more than 50% of the outstanding shares. If the New
Sub-Advisory Agreement is approved by the Fund's
shareholders, it will become effective on November 30,
2000. If the shareholders of the Fund do not approve
the New Sub-Advisory Agreement, the Interim Sub-
Advisory Agreement will terminate with respect to the
Fund and Northern will cease to serve as the sub-
adviser of the Fund. Nonetheless, Northern will be
entitled to receive the lesser of the sub-advisory fees
held in escrow since September 25, 2000 or the amount
of expenses actually incurred by Northern while
performing services under the Interim Sub-Advisory
Agreement.
Recommendation of the Board of Directors. The
Board believes that the terms and conditions of the New
Sub-Advisory Agreement are fair to, and in the best
interests of, the Fund and its shareholders. The Board
believes that, despite the purchase of UAM by Old
Mutual, there will be no change in the services
provided by Northern to the Fund and there will be no
change in the portfolio managers who will handle the
day-to-day management responsibilities for the Fund's
portfolio. The Board believes that the Fund should
continue to use Northern as its subadviser due to the
quality of services provided by Northern, including the
Fund's performance. Accordingly, the Board recommends
that the shareholders of the Fund vote to approve the
New Sub-Advisory Agreement.
Other Shareholder Information. As a result of the
purchase of UAM, Old Mutual acquired an 80% ownership
interest in Northern. Old Mutual corporate
headquarters are located at Lansdowne House, 57
Berkeley Square, London, UK 508. NorCap Associates
LLC, an entity owned by Northern's senior management
team, owns the remaining 20% of Northern. The address
of NorCap Associates LLC is 8018 Excelsior Drive, Suite
300, Madison, WI 53717.
PROPOSAL 2: OTHER MATTERS
The Board knows of no other matters that may come
before the Meeting, other than proposal 1 as set forth
above. If any other matters properly come before the
Meeting, it is the intention of the persons acting
pursuant to the enclosed proxy card to vote the shares
represented by such proxies in accordance with their
best judgment with respect to such matters.
<PAGE>
SHAREHOLDER PROPOSALS
As a Maryland corporation, the Company, on behalf
of the Fund, is not required to hold shareholder
meetings on a regular basis. Accordingly, the Company
does not intend to hold such meetings unless required
to do so under the 1940 Act. Any shareholder who
wishes to submit a proposal for consideration at the
next meeting of shareholders, when and if such meeting
is called, should submit such proposal to the Company
within a reasonable time before solicitation of proxies
for such meeting occurs. Shareholders should be aware,
however, that unless certain federal rules are complied
with, the mere submission of a proposal to the Company
does not guarantee that it will be considered at the
next meeting of shareholders.
By Order of the Board of Directors,
Thomas J. Holmberg, Jr.
Secretary
Northbrook, Illinois
November 10, 2000
<PAGE>
EXHIBIT A
SUBADVISORY AGREEMENT
THIS SUBADVISORY AGREEMENT is entered into as of
the 30th day of November, 2000 between Frontegra Asset
Management, Inc. ("Adviser") and Northern Capital
Management, LLC ("Subadviser").
W I T N E S S E T H
WHEREAS, Frontegra Funds, Inc., a Maryland
corporation (the "Corporation"), is registered with the
Securities and Exchange Commission (the "SEC") as an
open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, pursuant to an Investment Advisory
Agreement with Adviser (the "Advisory Agreement"), the
Corporation has retained Adviser to act as its
investment adviser;
WHEREAS, the Corporation is currently comprised of
four series: the Frontegra Total Return Bond Fund, the
Frontegra Opportunity Fund, the Frontegra Growth Fund
and the Frontegra Emerging Growth Fund;
WHEREAS, the Advisory Agreement permits Adviser to
delegate certain of its duties to a subadviser, subject
to the requirements of the 1940 Act; and
WHEREAS, Adviser desires to retain Subadviser as
subadviser for the Frontegra Growth Fund (the "Fund").
NOW, THEREFORE, Adviser and Subadviser mutually
agree as follows:
1. Appointment as Subadviser. Adviser hereby
retains Subadviser to act as subadviser for the Fund,
subject to the supervision of Adviser and the Board of
Directors of the Corporation and subject to the terms
of this Agreement, and Subadviser agrees to accept such
employment.
2. Duties of Subadviser.
(a) Investments. Subject to the 1940 Act,
the direction of Adviser, the Board of Directors of the
Corporation and the investment policies and
restrictions of the Fund as set forth in the
Corporation's current registration statement on Form N-
1A, Subadviser is authorized and directed to purchase,
hold, sell and monitor on a continuous basis
investments for the account of the Fund (the
"Investments"). In providing these services,
Subadviser will conduct a continual program of
investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. Adviser will
provide Subadviser with reasonable assistance in
connection with Subadviser's activities under this
Agreement, including without limitation, information
concerning the Fund, its funds available for investment
and general affairs of the Corporation.
<PAGE>
(b) Allocation of Brokerage. Subject to the
supervision of Adviser and the Board of Directors of
the Corporation, Subadviser is authorized and directed
to establish and maintain accounts on behalf of the
Fund, place orders for the purchase and sale of
Investments with or through, such persons, brokers or
dealers as Subadviser may elect, and negotiate
commissions to be paid on such transactions. In
selecting brokers or dealers and placing orders,
Subadviser will seek to obtain the most favorable
combination of price and execution available
(considering all factors it deems relevant, including
price, size of transaction, nature of the market for
the security, amount of commission, if any, timing,
reputation of broker or dealer and other factors),
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research
services as provided below.
The Subadviser may cause the Fund to pay
a broker that provides brokerage and research services
to the Subadviser a commission in excess of the
commission that another broker would have charged for
effecting that transaction provided (i) the Subadviser
determines in good faith that the commission is
reasonable in relation to the value of the brokerage
and research services provided by the executing broker
in the terms of the particular transaction or in terms
of the Subadviser's overall responsibilities with
respect to the Fund and the other accounts as to which
the Subadviser exercises investment discretion, (ii)
such commission is paid in compliance with all
applicable state and federal laws, including Section
28(e) of the Securities Exchange Act of 1934, as
amended, and in accordance with this Agreement, and
(iii) in the opinion of the Subadviser, the total
commissions paid by the Fund will be reasonable in
relation to the benefits to the Fund over the long
term.
To the extent not prohibited by
applicable law, if Subadviser deems the purchase or
sale of a security to be in the best interests of the
Fund as well as other clients of Subadviser, it may
aggregate the securities to be sold or purchased in
order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such
event, allocation of these securities and the expenses
incurred in the transaction will be made by Subadviser
in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund
and its other clients.
(c) Securities Transactions. Subadviser and
any of its affiliated persons will not purchase
securities or other instruments from or sell securities
or other instruments to the Fund; provided, however,
Subadviser may purchase securities or other instruments
from or sell securities or other instruments to the
Fund if such transaction is permissible under
applicable law or any exemptive regulatory order.
Subadviser will observe and comply with Rule 17j-l
under the 1940 Act. Upon request during any business
day, Subadviser immediately will make available to
Adviser or the Fund any reports concerning the Fund
required to be made by Subadviser pursuant to Rule 17j-
1 under the 1940 Act.
(d) Books and Records. Subadviser will
maintain all books and records required to be
maintained pursuant to the 1940 Act, including without
limitation, a daily ledger of such assets and
liabilities relating thereto and brokerage and other
records of all securities transactions, and will
furnish to Adviser in a timely manner all information
relating to Subadviser's services under this Agreement.
The Subadviser will also preserve such books and
records for the periods prescribed in Rule 31a-2 under
the 1940 Act. All books and records
<PAGE>
remain the sole property of the Corporation and shall be
immediately surrendered to the Corporation upon request,
provided that Subadviser may retain a copy of the books
and records. Upon request during any business day, all
books and records maintained under this Agreement
immediately will be made available to the Corporation
or Adviser.
(e) Information Concerning Investments. As
Adviser or the Board of Directors of the Corporation
may reasonably request, Subadviser will furnish reports
on portfolio transactions and reports on Investments
held in the portfolio in such detail as the requesting
party may request. As mutually agreed upon, Subadviser
also will provide the Fund and Adviser periodic
economic and investment analyses and reports or other
investment services normally available to Subadviser's
other clients. Upon reasonable advance notice,
Subadviser will make its officers and employees
available to meet with Adviser and the Corporation's
Board of Directors at the Corporation's principal place
of business or another mutually agreed location to
review the Investments of the Fund. Subadviser will
inform the Corporation and Adviser of changes in
investment strategy, tactics or key personnel.
Subadviser also will provide information or perform
additional acts as are customarily performed by a
subadviser or which are required for the Fund or
Adviser to comply with their respective obligations
under applicable law, including without limitation the
Internal Revenue Code of 1986, the 1940 Act, the
Investment Advisers Act of 1940, as amended (the
"Advisers Act"), the Securities Act of 1933, as amended
(the "1933 Act"), and any state securities law, rule or
regulation.
(f) Custody Arrangements. Subadviser
acknowledges receipt of a Custody Agreement for the
Fund and, to the extent within its control, will comply
with the requirements of the Custody Agreement. On
each business day, Subadviser will provide the Fund's
custodian with information relating to all transactions
concerning the Fund's assets as Adviser or the
custodian requests.
(g) Voting of Proxies. Subadviser will have
the power to vote all securities in which it invests
Fund assets and shall not be required to seek or take
instruction from Adviser or the Fund with respect to
any such vote.
(h) Agent. Subject to any other written
instructions of Adviser, the Corporation or the Fund,
Subadviser is hereby appointed as Adviser's, the
Corporation's and the Fund's agent and attorney-in-fact
for the limited purpose of executing account
documentation, agreements, contracts and other
documents as Subadviser is requested by brokers,
dealers, counterparties and other persons in connection
with its management of the Investments; provided,
however, that any such documentation that the
Subadviser shall execute shall comply with all laws,
rules and regulations applicable to the business of the
Adviser and the Corporation, including but not limited
to the Advisers Act, the 1940 Act and the rules and
regulations thereunder. The Subadviser shall provide
the Adviser and the Corporation with copies of any
documents executed on behalf of the Adviser or the
Corporation hereunder as soon as possible after the
execution of any such documents.
(i) Compliance with Applicable Law and
Governing Documents. With respect to all matters
relating to its performance under this Agreement,
Subadviser and its directors, officers, partners,
employees and interested persons will act in accordance
with all applicable law. Subadviser will act in
accordance with the Corporation's governing instruments
<PAGE>
and regulatory filings, including the Corporation's
Articles of Incorporation, By-Laws, currently effective
Registration Statement under the 1940 Act and the 1933
Act and Notice of Eligibility under Rule 4.5 of the
Commodity Exchange Act (the "CEA") (collectively,
"Governing Instruments and Regulatory Filings") and any
instructions or directions of the Corporation, its
Board of Directors or Adviser which whenever
practicable the Adviser or the Corporation shall
provide in writing. Adviser will provide Subadviser
with any amendments, supplements or other changes to
the Governing Instruments and Regulatory Filings as
soon as practicable after such materials become
available, and upon receipt Subadviser will act in
accordance with such amendments, supplements or other
changes.
(j) Corporation's Name; Adviser's Name.
Subadviser will have no rights relating to the
Corporation's name, the Fund's name or in the name
"Frontegra" as it is used in connection with investment
products, services or otherwise, and Subadviser will
make no use of such names without the express written
consent of the Corporation, the Fund or Adviser, as the
case may be; provided that notwithstanding anything in
this Agreement, Subadviser shall be entitled to use the
Fund's name and the name "Frontegra" in connection with
compiling and advertising its performance record and in
Form ADV or any other document required to be filed
with any governmental agency or self-regulatory
organization.
3. Services Exclusive. Except as consented to
by the Adviser in writing (which consent shall not be
unreasonably withheld), during the term of this
Agreement and for a period of one year thereafter,
Subadviser (and its successors) and any person or
entity controlled by Subadviser other than individual
employees, will not act as investment adviser or
subadviser or render investment advice to or sponsor,
promote or distribute any investment company or
comparable entity registered under the 1940 Act that is
in the same Lipper category as the Fund.
4. Duties of Adviser. Adviser will continue to
be responsible for all services to be provided to the
Fund pursuant to the Advisory Agreement, and shall
oversee and review Subadviser's performance under this
Agreement.
5. Independent Contractor. Subadviser will be
an independent contractor in performing its duties
under this Agreement and unless otherwise expressly
provided herein or otherwise authorized in writing,
will have no authority to act for or represent the
Corporation, the Fund or Adviser in any way or
otherwise be deemed an agent of the Corporation, the
Fund or Adviser.
6. Compensation. Adviser will pay Subadviser a
fee for its services (the "Subadvisory Fee") at the
annual rate of (i) 0.25 of 1% of the Fund's average
daily net assets prior to the first date when the
Fund's average daily net assets exceed $200 million and
(ii) 0.30 of 1% of the Fund's average daily net assets
on and after the first date when the Fund's average net
assets exceed $200 million. The Subadvisory Fee shall
be accrued each calendar day during the term of this
Agreement and the sum of the daily fee accruals shall
be paid monthly as soon as practicable following the
last day of each month. The daily fee accruals will be
computed by multiplying the fraction of 1/365 by the
annual rate and multiplying the product by the net
asset value of the Fund as determined in accordance
with the Corporation's registration statement as of the
close of business on the previous business day on which
the Fund was open for business, or in such other manner
as the parties agree. The Subadvisory Fee payable
pursuant to this Section
<PAGE>
6 shall not be reduced or affected in any way by any
advisory fee reduction or waiver agreement, or any
expense limitation undertaking, entered into between
Fund and Adviser.
7. Expenses. The Subadviser shall bear all
expenses incurred by it in connection with its services
under this Agreement other than the cost of securities,
commodities and other investments (including brokerage
commissions and other transaction charges, if any)
purchased by the Fund. In addition, the Subadviser
will, from time to time at its sole expense, employ
such persons as it believes to be particularly fitted
to assist it in the execution of its duties hereunder.
The Subadviser shall not be responsible for the Fund's
or the Adviser's expenses. Specifically, Subadviser
will not be responsible for expenses of the Fund or the
Adviser, including, but not limited to, the following:
(a) charges and expenses for determining the Fund's net
asset value and the maintenance of the Fund's books and
records and related overhead; (b) the charges and
expenses of the Fund's lawyers and auditors; (c) the
charges and expenses of any custodian, transfer agent,
plan agent, dividend disbursing agent and/or
administrator appointed by the Fund; (d) brokers'
commissions, and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to
which the Fund is a party; (e) insurance premiums,
interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable
by the Fund to federal, state or other government
agencies; (f) fees and expenses required to be paid for
registration with the SEC, or any fees and expenses
required to be paid for the sale of Fund shares in any
state; (g) expenses related to shareholders' and
directors' meetings, and the preparation, printing and
distribution of prospectuses, proxy statements, reports
to shareholders and other Fund sales literature (other
than those necessitated by events occurring at or
caused by the Subadviser); (h) distribution fees
payable pursuant to rule 12b-1 under the 1940 Act, if
any; and (i) compensation payable to the Fund's
directors. The Fund or the Adviser shall reimburse
Subadviser for any such expenses or other expenses of
the Fund or the Adviser as may be reasonably incurred
by Subadviser on behalf of the Fund or the Adviser.
The Subadviser shall maintain and provide to the Fund
or the Adviser adequate records of all such expenses.
8. Representations and Warranties of Subadviser.
Subadviser represents and warrants to Adviser, the
Corporation, and the Fund as follows:
(a) Subadviser is registered as an
investment adviser under the Advisers Act;
(b) Subadviser will not engage in any
futures transactions or options thereon on behalf of
the Fund prior to Subadviser filing a notice of
exemption pursuant to Rule 4.14 under the CEA with the
Commodity Futures Trading Commission (the "CFTC") and
the National Futures Association or becoming otherwise
qualified to act as a commodity trading advisor under
the CEA;
(c) Subadviser is a corporation duly
organized and validly existing under the laws of
Wisconsin with the power to carry on its business as it
is now being conducted;
(d) The execution, delivery and performance
by Subadviser of this Agreement are within its powers
and have been duly authorized by all necessary action
on the part of its members, and no action or filing
with any governmental body, agency or official is
required for the execution, delivery and performance of
this Agreement, and the execution, delivery and
performance by Subadviser of this Agreement do not
contravene or constitute a default under
<PAGE>
any provision of applicable law, rule or regulation,
Subadviser governing instruments or any agreement, judgment,
injunction, order, decree or other instrument binding
upon Subadviser;
(e) This Agreement is a valid and binding
agreement of Subadviser;
(f) Subadviser has provided its current (and
will provide all amendments thereto) Form ADV to
Adviser, and each Form ADV provided to Adviser is and
will be a true and complete copy of the form filed with
the SEC and, to the best of Subadviser's knowledge and
belief, after consultation with counsel, the
information contained therein is accurate and complete
in all material respects and does not omit to state any
material fact necessary in order to make the statements
made, in light of the circumstances under which they
were made, not misleading; and
(g) Subadviser has provided its Code of
Ethics to Adviser along with the certification required
by Rule 17j-1(c)(ii) under the 1940 Act. In accordance
with Rule 17j-1, the Subadviser will submit any
material changes to such Code of Ethics to the
Corporation's Board of Directors for approval no later
than six months after adoption of the material changes.
During the term of this Agreement, Subadviser will
annually certify to the Corporation's Board of
Directors that it has adopted procedures reasonably
necessary to prevent access persons from violating the
Code of Ethics, and will describe in a written report
any issues arising under the Code regarding material
violations of the Code and sanctions imposed in
response thereto.
9. Representations and Warranties of Adviser.
Adviser represents and warrants to Subadviser, as
follows:
(a) Adviser is registered as an investment
adviser under the Advisers Act;
(b) Adviser is a corporation duly organized
and validly existing under the laws of Illinois with
the power to carry on its business as it is now being
conducted;
(c) The execution, delivery and performance
by Adviser of this Agreement are within its powers and
have been duly authorized by all necessary action, and
Adviser has caused to be taken all necessary action
under the Advisory Agreement and the 1940 Act to
authorize the retention of Subadviser under this
Agreement, and no action or filing with any
governmental body, agency or official is required for
the execution, delivery and performance of this
Agreement;
(d) This Agreement is a valid and binding
agreement of Adviser and the Corporation on behalf of
the Fund; and
(e) Adviser has provided to Subadviser the
Corporation's current Registration Statement on Form N-
1A, and agrees to provide Subadviser with all
supplements or amendments thereto and to advise
Subadviser promptly in writing of any changes in the
Fund's investment policies or restrictions.
10. Survival of Representations and Warranties.
All representations and warranties made by Subadviser
pursuant to Section 8 will survive for the duration of this
<PAGE>
Agreement, and Subadviser will immediately notify
Adviser and the Corporation in writing upon becoming
aware that any of the foregoing representations and
warranties are no longer true. In addition, Subadviser
will deliver to Adviser and the Fund copies of any
material amendments, supplements or updates to any of
the information provided to Adviser within 15 days
after becoming available.
11. Liability and Indemnification.
(a) Liability. In the absence of willful
misfeasance, bad faith, gross negligence, or reckless
disregard on the part of the Subadviser of its duties
or obligations under this Agreement, the Subadviser
shall not be subject to any liability for errors of
judgment, mistake of law or for any loss suffered by
the Adviser, the Corporation, the Fund, or its
shareholders in connection with matters to which this
Agreement relates. In the absence of willful
misfeasance, bad faith, gross negligence, or reckless
disregard on the part of the Adviser of its duties or
obligations under this Agreement, the Adviser shall not
be subject to any liability to the Subadviser, for any
act or omission in the course of, or in connection
with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale
of Investments; provided, however, that nothing herein
shall relieve the Adviser or the Subadviser from any of
their respective obligations under applicable law,
including without limitation, federal and state
securities laws and the CEA.
(b) Indemnification. The Subadviser shall
indemnify the Adviser and the Corporation, and their
respective officers, directors and "controlling
persons" (within the meaning of Section 2(a)(9) of the
1940 Act), for any liability and expenses, including
reasonable attorneys' fees, which may be sustained as a
result of the Subadviser's willful misfeasance, bad
faith, gross negligence, or reckless disregard of its
duties or obligations hereunder or any violations of
applicable law, including, without limitation, federal
and state securities laws and the CEA. The Adviser
shall indemnify the Subadviser and its officers,
directors, and "controlling persons" (within the
meaning of Section 2(a)(9) of the 1940 Act) for any
liability and expenses, including reasonable attorneys'
fees, which may be sustained as a result of the
Adviser's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties and
obligations hereunder or any violations of applicable
law, including, without limitation, federal and state
securities laws and the CEA.
12. Duration and Termination.
(a) Duration. This Agreement shall begin
for the Fund as of the date first written above and
shall continue in effect for two years from the date of
this Agreement and thereafter for successive periods of
one year, subject to the provisions for termination and
all of the other terms and conditions hereof if such
continuation shall be specifically approved at least
annually (i) by the vote of a majority of the Board of
Directors of the Corporation, including a majority of
the directors who are not parties to this Agreement or
"interested persons" of any such party (as defined in
the 1940 Act), cast in person at a meeting called for
that purpose or (ii) by the vote of a majority of the
outstanding voting securities (as that phrase is
defined in Section 2(a)(42) of the 1940 Act) of the
Fund.
<PAGE>
(b) Termination. Notwithstanding anything
to the contrary provided herein, this Agreement may be
terminated at any time, without payment of any penalty:
(i) by the vote of a majority of the Board of Directors
of the Corporation, by the vote of a majority of the
outstanding voting securities of the Fund or by
Adviser, in each case upon 60 days' written notice; or
(ii) by Subadviser upon 120 days written notice to
Adviser, the Corporation, and the Fund. This Agreement
shall also terminate automatically in the event of its
assignment (as defined in Section 2(a)(4) of the 1940
Act) or upon the termination of the Advisory Agreement.
13. Amendment. This Agreement may be amended by
the mutual consent of the parties, provided that the
terms of each such amendment shall be approved by (i)
the affirmative vote of a majority of the Board of
Directors of the Corporation cast in person at a
meeting called for that purpose, including a majority
of directors who are not "interested persons" of the
Fund or the Adviser, and (ii) if necessary, by a vote
of a majority of the outstanding voting securities of
the Fund. If such amendment is proposed in order to
comply with the requirements of the SEC, state
regulatory bodies or other governmental authorities, or
to expressly obtain any advantage for Adviser and
Subadviser under federal or state laws, Adviser will
notify Subadviser of the form of amendment which it
deems necessary or advisable and the reasons therefor,
and if Subadviser declines to assent to such amendment,
the Adviser may terminate this Agreement forthwith.
14. Confidentiality. Subject to the duties of
the Subadviser to comply with applicable laws,
including any demand of any regulatory or taxing
authority having jurisdiction or under compulsory
process of law, the Subadviser shall, during the term
of this Agreement and for a period of 5 years
thereafter, treat as confidential all non-public
information pertaining to the Fund and the actions of
the Subadviser, the Adviser and the Corporation in
respect thereof. Information disclosed in voluntary
and required reports to shareholders of the Corporation
and to regulatory authorities is deemed to be public
information.
15. Notice. Any notice that is required to be
given by the parties to each other under the terms of
this Agreement shall be in writing, delivered or mailed
postpaid to the other party, or transmitted by
facsimile with acknowledgment of receipt, to the
parties at their principal places of business, which
may from time to time be changed by the parties by
notice to the other party.
16. Governing Law. This Agreement is governed by
and construed in accordance with the laws of the United
States and the internal laws of the State of Illinois;
provided, however, that nothing herein shall be
construed in a manner that is inconsistent with the
1940 Act, the Advisers Act or the rules and regulations
promulgated with respect to such respective Acts.
17. Counterparts. This Agreement may be executed
in one or more counterparts, all of which shall
together constitute one and the same instrument.
18. Third Party Rights. In addition to the
parties hereto, this Agreement is intended to be for
the benefit of the Corporation, which is intended to be
a third-party beneficiary hereunder and may, as such,
exercise such rights as if it were the Adviser. With
the exception of such parties, no other party shall
have any rights hereunder.
<PAGE>
19. Severability. If any provision of this
Agreement is held or made invalid by a court decision
or applicable law, the remainder of the Agreement shall
not be affected adversely and shall remain in full
force and effect.
20. Miscellaneous. Any question of
interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the
1940 Act and to interpretations thereof. Specifically,
as used in this Agreement, "investment company,"
"affiliated person," "interested person," "assignment,"
"broker," "dealer" and affirmative "vote of the
majority of the Fund's outstanding voting securities"
shall all have such meaning as such terms have in the
1940 Act. The term "investment adviser" shall have
such meaning as such term has in the Advisers Act or
the 1940 Act, as the case may be. In addition, where
the effect of a requirement of the 1940 Act reflected
in any provision of this Agreement is relaxed by a
rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule,
regulation or order.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year first
written above.
FRONTEGRA ASSET MANAGEMENT, INC.
on behalf of Frontegra Growth Fund
By: ________________________________
Its: ________________________________
Attest: ____________________________
NORTHERN CAPITAL MANAGEMENT, LLC
By: ________________________________
Its: ________________________________
Attest: ____________________________
<PAGE>
FRONTEGRA GROWTH FUND
A Series of
FRONTEGRA FUNDS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby revokes all previous
proxies and constitutes and appoints William D.
Forsyth, III and Thomas J. Holmberg, Jr. as proxies,
each with power to appoint his substitute, and hereby
authorizes them to represent and to vote by majority,
as designated below, all shares of stock of the Fund
which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the Frontegra Growth
Fund to be held at 400 Skokie Boulevard, Suite 500,
Northbrook, Illinois 60062 on November 30, 2000, at
10:00 a.m., local time, and any adjournments thereof,
with respect to the matters set forth below and
described in the Notice of Special Meeting and Proxy
Statement dated November 10, 2000, receipt of which is
hereby acknowledged.
DATE: ____________________
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing
as attorney, executor, administrator,
trustee, guardian or corporate officer,
please give your full title.
_________________________________________
Signature(s) (Title(s), if applicable)
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This proxy will be voted as specified. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN
FAVOR OF PROPOSAL 1 AND IN THE DISCRETION OF THE
PROXIES AS TO PROPOSAL 2. Please indicate by filling
in the appropriate box below.
1. To approve the new sub-advisory agreement FOR AGAINST ABSTAIN
between Frontegra Asset Management, Inc. and [ ] [ ] [ ]
Northern Capital Management, LLC.
2. To vote upon any other matters which may FOR AGAINST ABSTAIN
legally come before the meeting. [ ] [ ] [ ]
WE NEED YOUR VOTE BEFORE NOVEMBER 30, 2000
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Your vote is important. If you are unable to
attend the Meeting in person, we urge you to complete,
sign, date and return this proxy card using the
enclosed postage prepaid envelope. Your prompt return
of the proxy will help assure a quorum at the Meeting
and avoid additional expenses associated with further
solicitation. Sending in your proxy will not prevent
you from personally voting your shares at the Meeting
and you may revoke your proxy by advising the Secretary
of the Company in writing (by subsequent proxy or
otherwise) of such revocation at any time before it is
voted.
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THANK YOU FOR YOUR TIME
