SUBADMINISTRATION AGREEMENT
Exhibit 99.13(c)
This Subadministration Agreement (this “Agreement”) is made this day of , 2010, by and between IronBridge Capital Management, L.P., a Delaware limited partnership (“IronBridge”) and Frontegra Asset Management, Inc., an Illinois corporation (the “Subadministrator”) with respect to certain series of IronBridge Funds, Inc., a Maryland corporation (the “Corporation”).
WITNESSETH:
WHEREAS, the Corporation is engaged in business as an open-end management investment company registered as such under the Investment Company Act of 1940, as amended (the “Act”);
WHEREAS, IronBridge acts as the investment adviser to the series of the Corporation listed on Exhibit A, as amended from time to time (each a “Fund” and collectively the “Funds”); and
WHEREAS, IronBridge desires to retain the Subadministrator to provide certain compliance and administrative services to the Funds, and the Subadministrator desires to provide such compliance and administrative services to the Funds, in the manner and on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the terms and provisions hereinafter set forth, the parties hereto agree as follows:
1. APPOINTMENT OF SUBADMINISTRATOR. IronBridge hereby retains and appoints the Subadministrator to administer the affairs of the Funds, subject to the supervision and oversight of IronBridge and the Board of Directors and the officers of the Corporation, for the period and on the terms hereinafter set forth. The Subadministrator hereby accepts such appointment and agrees during such period to render the services or provide for the provision of such services and to assume the obligations herein set forth for the compensation herein provided.
2. OBLIGATIONS OF SUBADMINISTRATOR. The Subadministrator shall provide the following services, subject to the supervision and oversight set forth in Section 1 above:
(a) Make available a qualified individual to serve as Chief Compliance Officer of the Corporation to provide compliance functions in accordance with the Act;
(b) Make available qualified individuals to serve as officers of the Corporation to perform such responsibilities required by officers of the Corporation, including but not limited to certifying the Funds’ financial statements, signing the Funds’ registration statement on Form N-1A and executing other agreements or documents relating to the Funds;
(c) Prepare and administer contracts on behalf of the Corporation and the Funds;
(d) Provide administrative support services for meetings of the Board of Directors of the Corporation, including but not limited to preparing the Board materials, compiling necessary materials related to annual contract renewals and approval of Fund-related plans, policies and procedures and performing such other related functions as agreed upon by the parties from time to time;
(e) Assist with the preparation and filing of SEC reports and proxy statements, post-effective amendments of registration statements and the annual audit of the Funds;
(f) Furnish such reports for the Corporation and each of the Funds that are required by law or regulation, requested by the Board of Directors or a service provider to the Funds or otherwise necessary in connection with the operation of the Funds;
(g) Oversee the market timing policy adopted by the Funds, including the monitoring of short-term or excessive trading into or out of the Funds and administering the Fund’s short-term redemption fee;
(h) Administer shareholder information agreements with financial intermediaries, such as fund supermarkets or broker-dealers, pursuant to Rule 22c-2 under the Act or any successor Rule thereto;
(i) Through Subadministrator’s affiliate, Frontegra Strategies, LLC, review Fund advertising and sales literature and file the same with the Financial Industry Regulatory Authority (“FINRA”); and
(j) Perform such other compliance and/or administrative support services that are necessary in connection with the ongoing operation of the Funds.
In compliance with the requirements of Rule 31a-3 under the Act, the Subadministrator hereby agrees that any records it maintains for the Funds are the property of the Funds and further agrees to surrender promptly to the Funds any of such records upon the Funds’ request. The Subadministrator further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the Act for the periods prescribed by Rule 31a-2 under the Act.
3. EXPENSES. The Subadministrator assumes and shall pay for maintaining its staff and personnel, and shall at its own expense provide the equipment, office space and facilities necessary to perform its obligations under this Agreement, except to the extent expenses relating to the Chief Compliance Officer may be assumed by the Funds as approved from time to time by the Board of Directors. IronBridge assumes and shall pay for actual, out-of-pocket expenses (without allocation of overhead and similar items) attributable to the ongoing operation of the Funds as listed on Exhibit B and other expenses that may be incurred by the Subadministrator outside of the services to be provided pursuant to Section 2, above. All expenses which do not exclusively relate to
the series of the Corporation listed on Exhibit A shall be equitably allocated among each series of the Corporation, or to any other entities or businesses, as applicable, to which such expenses relate. The Subadministrator shall invoice IronBridge on a monthly basis for all reimbursable expenses paid or incurred by the Subadministrator during the immediately preceding month, and IronBridge shall promptly reimburse the Subadministrator for any such expenses paid by the Subadministrator. The Subadministrator shall provide written notice to IronBridge prior to incurring any expenses or related series of expenses in excess of $10,000, and shall follow such directions as IronBridge may provide from time to time regarding any such expenses or the related services, to the extent such directions would not require the Subadministrator to take any action, or omit to take any action, in violation of applicable law or regulation.
4. COMPENSATION. As compensation for the services rendered and the expenses assumed by the Subadministrator, IronBridge shall pay to the Subadministrator at the end of each calendar month a fee at the annual rate of each Fund’s average daily net assets as listed on Exhibit A, as determined and computed in accordance with the description of the method of determination of net asset value contained in the Corporation’s current registration statement on Form N-1A.
5. ACTIVITIES OF SUBADMINISTRATOR. The services of the Subadministrator to the Funds hereunder are not to be deemed exclusive and the Subadministrator shall be free to render similar services to others. Subject to, and in accordance with the Articles of Incorporation and By-Laws of the Corporation and Section 10(a) of the Act, it is understood that directors, officers, agents and beneficial holders of the Funds are or may be “interested persons” (as defined in the Act) of the Subadministrator or its affiliates, and that directors, officers, agents or shareholders of the Subadministrator or its affiliates are or may be “interested persons” of the Funds as beneficial holders or otherwise.
6. LIABILITIES OF SUBADMINISTRATOR. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Subadministrator, neither the Subadministrator nor any of its officers, directors, agents or employees shall be liable to IronBridge, the Corporation or shareholders of the Funds for any error of judgment, mistake of law or any loss that may be sustained in the purchase, holding or sale of any security, or for any other act or omission in the course of, or in connection with, rendering services hereunder. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Corporation or any shareholder of the Funds may have under any federal securities or state law.
7. RENEWAL. The term of this Agreement shall be executed and become effective on the date first written above and shall continue in effect for a period of two years and is renewable thereafter for successive one year periods if such continuance is approved at least annually by (i) the Corporation’s Board of Directors and (ii) a majority of the directors who are not parties to the Agreement or “interested persons” (as defined
in the Act) of any such party cast in person at a meeting called for the purpose of voting on such approval, and unless it is terminated in accordance with Section 9 below.
8. PROPRIETARY RIGHTS. Each of IronBridge and the Corporation acknowledge that the Subadministrator, the former investment adviser to the Funds and an affiliate of the Funds’ distributor, owns the proprietary rights in the “Frontegra” portion of the name of each of the IronBridge Frontegra Small Cap Fund, the IronBridge Frontegra XXXX Fund and the IronBridge Frontegra Global Focus Fund. Each of IronBridge and the Corporation acknowledge that the Subadministrator may withdraw the use of such name from such Funds.
9. TERMINATION; RESIGNATION. This Agreement (i) may be terminated at any time without the payment of any penalty by vote of the Board of Directors of the Corporation or by the shareholders of the Funds or a particular Fund on 60 days’ written notice to the Subadministrator, (ii) may be terminated by IronBridge on 60 days’ written notice to the Subadministrator following a change of control of, or material regulatory/reputational development with respect to, Subadministrator, (iii) may be terminated by the Subadministrator on 60 days’ written notice to the Funds and IronBridge following a change of control of, or material regulatory/reputational development with respect to, IronBridge, (iv) shall automatically terminate upon the termination of the Distribution Agreement, dated as of [ ], 2010, between the Corporation and Frontegra Strategies, LLC (the “Distribution Agreement”), and (v) shall automatically terminate with respect to any Fund upon (a) the reorganization of such Fund into another registered investment company or series thereof, (b) the liquidation of such Fund or (c) any event the result of which is IronBridge no longer serving as the investment adviser of such Fund, effective as of the date of such reorganization, liquidation or occurrence of such event. A resignation by Frontegra Strategies, LLC under the Distribution Agreement shall constitute a resignation by the Subadministrator under this Agreement.
10. AMENDMENTS. This Agreement may be amended by the parties only if such amendment is in writing signed by each of IronBridge and the Subadministrator and only if such amendment is specifically approved by (i) the Board of Directors of the Corporation and (ii) a majority of those directors of the Corporation who are not parties to this Agreement or interested persons of any such party.
11. NOTICES. Any and all notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed sufficient when mailed by United States certified mail, return receipt requested, or delivered in person against receipt to the party to whom it is to be given, at the address of such party set forth below:
If to IronBridge:
IronBridge Capital Management, LP
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
If to the Subadministrator:
Frontegra Asset Management, Inc.
000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
If to the Corporation or the Funds:
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 11.
12. SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable, the balance of this Agreement shall remain in full force and effect and this Agreement shall be construed in all respects as if such invalid, illegal or unenforceable provision were omitted.
13. HEADINGS. Any paragraph headings in this Agreement are for convenience of reference only, and shall be given no effect in the construction and interpretation of this Agreement or any provisions thereof.
14. COUNTERPARTS. This Agreement may be executed in one or more counterparts, any or all of which may be delivered by facsimile, email or other form of electronic communication, and each of which will be deemed to be an original and all of which shall constitute one and the same document.
[Signature page immediately follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above.
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FRONTEGRA ASSET MANAGEMENT, INC. |
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By: Xxxxxxx X. Xxxxxxx III, President |
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IRONBRIDGE CAPITAL MANAGEMENT, L.P. |
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By: IronBridge Capital GP, Inc., its general partner |
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By: Xxxxxxxxxxx Xxxxx, its President |
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Acknowledged, accepted and agreed to by: |
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By: Xxxx X. Xxxxx, President |
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Signature Page - Subadministration Agreement
Exhibit A
Series of IronBridge Funds, Inc. and Subadministration Fees
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Subadministration Fees |
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Name of Fund |
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on the first |
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on the next |
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in excess of |
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Date Added |
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IronBridge Frontegra Small Cap Fund |
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0.05 |
% |
0.04 |
% |
0.03 |
% |
, 0000 |
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XxxxXxxxxx Xxxxxxxxx XXXX Fund |
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0.05 |
% |
0.04 |
% |
0.03 |
% |
, 0000 |
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XxxxXxxxxx Xxxxxxxxx Global Fund |
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0.05 |
% |
0.04 |
% |
0.03 |
% |
, 2010 |
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IronBridge Large Cap Fund |
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0.05 |
% |
0.04 |
% |
0.03 |
% |
, 2010 |
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Exhibit A - Subadministration Agreement
Exhibit B
Expenses To Be Assumed by IronBridge
· Fulfillment services for the Funds, including but not limited to costs for printing and mailing of Fund prospectuses;
· Creation and update of Fund-specific website pages;
· Fees and expenses relating to the Funds’ compliance with FINRA rules, including but not limited to filing fees and expenses for Fund advertising and sales literature review;
· Fees and expenses related to special xxxxxxxx by the Funds’ independent auditors as determined by the audit committee of the Corporation’s Board of Directors to be the responsibility of IronBridge and not otherwise to be paid by the Funds;
· Legal fees and expenses for matters incurred primarily for the benefit of IronBridge such as change of control issues relating to IronBridge;
· Shareholder servicing fees/networking fees attributable to the Funds, including but not limited to fees charged by fund platforms and supermarkets relating to the Funds;
· Mailing and courier fees relating to the Funds; and
· Other fees and expenses relating to the Funds that may be incurred by the Subadministrator and are not related to the services to be provided by the Subadministrator hereunder.
Exhibit B – Subadministration Agreement
