Exhibit 9.2(b)
AMENDED AND RESTATED
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
THIS AGREEMENT is made as of this 8 day of December,
1997, by and between Frontegra Funds, Inc., a Maryland
corporation (the "Corporation"), and Sunstone Financial
Group, Inc., a Wisconsin corporation (the
"Administrator").
WHEREAS, the Corporation is an open-end investment
company registered under the Investment Company Act of
1940, as amended (the "1940 Act") and is authorized to
issue shares of common stock (the "Shares") in separate
series with each such series representing interests in
a separate portfolio of securities and other assets;
and
WHEREAS, the Corporation and the Administrator
desire to enter into an agreement pursuant to which the
Administrator shall provide administration and fund
accounting services to such investment portfolios of
the Corporation as are listed on Schedule A hereto and
any additional investment portfolios the Corporation
and Administrator may agree upon and include on
Schedule A as such Schedule may be amended from time to
time (such investment portfolios and any additional
investment portfolios are individually referred to as a
"Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual
promises and agreements herein contained and other good
and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:
1. Appointment
The Corporation hereby appoints the Administrator as
administrator and fund accountant of the Funds for the
period and on the terms set forth in this Agreement.
The Administrator accepts such appointment and agrees
to render the services herein set forth, for the
compensation herein provided.
2. Services as Administrator
(a) Subject to the direction and control of the
Corporation's Board of Directors and utilizing
information provided by the Corporation and its agents,
the Administrator will: (1) provide office space,
facilities, equipment and personnel to carry out its
services hereunder; (2) compile data for and prepare
with respect to the Funds timely Notices to the
Securities and Exchange Commission (the "Commission")
required pursuant to Rule 24f-2 under the 1940 Act and
Semi-Annual Reports on Form N-SAR; (3) assist in the
preparation of for execution by the Corporation and
file all federal income and excise tax returns and
state income tax returns (and such other required tax
filings as may be agreed to by the parties) other than
those required to be made by the Corporation's
custodian or transfer agent, subject to review and
approval of the Corporation and the Corporation's
independent accountants; (4) prepare and/or file
securities registration compliance filings with the
states identified by the Corporation to maintain the
Funds' securities registrations with the advice of the
Corporation's legal counsel; (5)
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prepare the financial
statements for the Annual and Semi-Annual Reports
required pursuant to Section 30(d) under the 1940 Act;
(6) assist the Corporation's legal counsel in the
preparation of the Registration Statement for the
Corporation (on Form N-1A or any replacement therefor)
and any amendments thereto; (7) determine and
periodically monitor each Fund's income and expense
accruals and cause all appropriate expenses to be paid
from Corporation assets on proper authorization from
the Corporation; (8) calculate daily net asset values
and income factors of each Fund; (9) maintain all
general ledger accounts and related subledgers; (10)
perform security valuations in accordance with the
terms of the Funds' then current Prospectus and
instructions of the Corporation's Board of Directors;
(11) assist in the acquisition of the Corporation's
fidelity bond required by the 1940 Act, monitor the
amount of the bond and make the necessary Commission
filings related thereto; (12) from time to time as the
Administrator deems appropriate, check each Fund's
compliance with the policies and limitations of each
Fund relating to the portfolio investments as set forth
in the Prospectus, Statement of Additional Information,
Articles and By-Laws and monitor each Fund's status as
a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (but
these functions shall not relieve the Corporation's
investment adviser and sub-advisers, if any, of their
primary day-to-day responsibility for assuring such
compliance); (13) maintain, and/or coordinate with the
other service providers the maintenance of, the
accounts, books and other documents required pursuant
to Rule 31a-1(a) and (b) under the 1940 Act; (14)
develop with legal counsel and secretary of the
Corporation an agenda for each board meeting and, if
requested by the Directors, attend board meetings and
prepare minutes; (15) prepare Form 1099s for directors
and other Fund vendors; (16) calculate dividend and
capital gains distributions subject to review and
approval by the Corporation and its independent
accountants; and (17) generally assist in the
Corporation's administrative operations as mutually
agreed to by the parties. The duties of the
Administrator shall be confined to those expressly set
forth herein, and no implied duties are assumed by or
may be asserted against the Administrator hereunder.
(b) The Directors of the Corporation shall cause the
officers, investment adviser, legal counsel,
independent accountants, transfer agent and custodian
for the Funds to cooperate with the Administrator and
to provide the Administrator, upon request, with such
information, documents and advice relating to the Funds
and the Corporation as is within the possession or
knowledge of such persons, in order to enable the
Administrator to perform its duties hereunder. In
connection with its duties hereunder, the Administrator
shall be entitled to rely, and shall be held harmless
by the Corporation when acting in reliance, upon the
instruction, advice, information or any documents
relating to the Funds provided to the Administrator by
an officer or representative of the Funds or by any of
the aforementioned persons. Fees charged by such
persons shall be an expense of the respective Fund.
The Administrator shall be entitled to rely on any
document which it reasonably believes to be genuine and
to have been signed or presented by the proper party.
The Administrator shall not be held to have notice of
any change of authority of any officer, agent,
representative or employee of the Corporation until
receipt of written notice thereof from the Corporation.
The Administrator shall cooperate with the Corporation
and its legal counsel, independent accountants,
custodian and transfer agent upon reasonable request in
order to enable the Corporation's service providers to
perform their duties with respect to the Funds.
(c) In compliance with the requirements of Rule 31a-
3 under the 1940 Act, the Administrator hereby agrees
that all records which it maintains for the Corporation
are the property of the Corporation and further agrees
to surrender promptly to the Corporation any of such
records upon the Corporation's request free of any
liens and charges. Subject to the terms of Section 6,
the Administrator further agrees
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to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the
records described in (a) above which are maintained by
the Administrator for the Corporation.
(d) It is understood that in determining security
valuations, the Administrator employs one or more
pricing services to determine valuations of portfolio
securities for purposes of calculating net asset values
of the Funds. The Administrator shall identify to the
Corporation and the Board of Directors any such pricing
service utilized on behalf of the Corporation. The
Administrator is authorized to rely on the prices
provided by such service(s) or by the Funds' investment
adviser or other authorized representative of the
Funds, and shall not be liable for losses to the
Corporation or its securityholders as a result of its
reliance on the valuations provided by the approved
pricing service(s) or the representative.
(e) The Administrator shall perform its duties
hereunder in compliance with all applicable laws.
(f) The Funds' Board of Directors and the Funds'
investment adviser have and retain primary
responsibility for all compliance matters relating to
the Funds including but not limited to compliance with
the Investment Company Act of 1940, as amended, the
Internal Revenue Code of 1986, as amended, and the
policies and limitations of each Fund relating to the
portfolio investments as set forth in the Prospectus
and Statement of Additional Information. The
Administrator's monitoring and other functions
hereunder shall not relieve the Board and the
investment adviser of their responsibilities for
assuring such compliance.
3. Fees; Delegation; Expenses
(a) In consideration of the services rendered
pursuant to this Agreement, the Corporation will pay
the Administrator a fee, computed daily and payable
monthly, as provided in Schedule B hereto, plus out-of-
pocket expenses. The Corporation shall also pay the
Administrator for organizational start-up services
provided on behalf of the Funds as specified in
Schedule B. Out-of-pocket expenses include, but are
not limited to, travel, lodging and meals in connection
with travel on behalf of the Corporation, programming
and related expenses (previously incurred or to be
incurred by Administrator) in connection with providing
electronic transmission of data between the
Administrator and the Funds' other service providers,
brokers, dealers and depositories, and photocopying,
postage and overnight delivery expenses. Fees shall be
paid by each Fund at a rate that would aggregate at
least the applicable minimum fee for each Fund.
(b) For the purpose of determining fees payable to
the Administrator, net asset value shall be computed in
accordance with the Corporation's Prospectuses and
resolutions of the Corporation's Board of Directors.
The fee for the period from the day of the month this
Agreement is entered into until the end of that month
shall be pro-rated according to the proportion which
such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-
rated according to the proportion which such period
bears to the full monthly period and shall be payable
upon the date of termination of this Agreement. Should
the Corporation be liquidated, merged with or acquired
by another fund or investment company, any accrued fees
shall be immediately payable. Such fee as is
attributable to each Fund shall be a separate
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charge to
each Fund and shall be the several (and not joint or
joint and several) obligation of each such Fund.
(c) The Administrator will bear all expenses in
connection with the performance of its services under
this Agreement except as otherwise provided herein.
Other costs and expenses to be incurred in the
operation of the Funds, including, but not limited to:
taxes; interest; brokerage fees and commissions, if
any; salaries, fees and expenses of officers and
Directors; Commission fees and state Blue Sky fees;
advisory fees; charges of custodians, transfer agents,
dividend disbursing and accounting services agents;
security pricing services; insurance premiums; outside
auditing and legal expenses; costs of organization and
maintenance of corporate existence; typesetting,
printing, proofing and mailing of prospectuses,
statements of additional information, supplements,
notices and proxy materials for regulatory purposes and
for distribution to current shareholders; typesetting,
printing, proofing and mailing and other costs of
shareholder reports; expenses in connection with the
electronic transmission of documents and information
including electronic filings with the Commission and
the states: expenses incidental to holding meetings of
the Fund's shareholders and Directors; and any
extraordinary expenses; will be borne by the Funds or
their investment adviser. Expenses incurred for
distribution of shares, including the typesetting,
printing, proofing and mailing of prospectuses for
persons who are not shareholders of the Corporation,
will be borne by the investment adviser, except for
such expenses permitted to be paid by the Corporation
under a distribution plan adopted in accordance with
applicable laws.
4. Proprietary and Confidential Information
The Administrator agrees on behalf of itself and its
employees to treat confidentially and as proprietary
information of the Corporation all records and other
information relative to the Funds and prior, present or
potential shareholders of the Corporation (and clients
of said shareholders), and not to use such records and
information for any purpose other than performance of
its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the
Corporation, which approval shall not be unreasonably
withheld and may not be withheld where the
Administrator may be exposed to civil or criminal
proceedings for failure to comply, when requested to
divulge such information by duly constituted
authorities, when subject to governmental or regulatory
audit or investigation, or when so requested by the
Corporation.
5. Limitation of Liability
(a) The Administrator shall not be liable
for any error of judgment or mistake of law or for any
loss suffered by the Funds in connection with the
matters to which this Agreement relates, except for a
loss resulting from the Administrator's willful
misfeasance, bad faith or gross negligence in the
performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
Furthermore, the Administrator shall not be liable for
any action taken or omitted to be taken in accordance
with instructions received by the Administrator from
an officer or representative of the Corporation.
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(b) The Administrator assumes no
responsibility hereunder, and shall not be liable, for
any damage, loss of data, errors, delay or any other
loss whatsoever caused by events beyond its reasonable
control. The Administrator will, however, take all
reasonable steps to minimize service interruptions for
any period that such interruption continues beyond its
control.
6. Term
(a) This Agreement shall become effective with
respect to each Fund listed on Schedule A hereof as of
the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to
Schedule A to this Agreement relating to that Fund is
executed. This Agreement shall continue in effect with
respect to each Fund for a period of one-year from the
date hereof. Thereafter, if not terminated as provided
herein, this Agreement shall continue automatically in
effect as to each Fund for successive annual periods.
(b) This Agreement may be terminated with respect to
any one or more particular Funds without penalty (i)
upon mutual consent of the parties, or (ii) by either
party upon not less than ninety (90) days' written
notice to the other party (which notice may be waived
by the party entitled to the notice). The terms of
this Agreement shall not be waived, altered, modified,
amended or supplemented in any manner whatsoever except
by a written instrument signed by the Administrator and
the Corporation.
(c) Notwithstanding anything herein to the contrary,
upon the termination of this Agreement or the
liquidation of a Fund or the Corporation, the
Administrator shall deliver the records of the Fund(s)
and/or Corporation as the case may be to the
Corporation or person(s) designated by the Corporation
and thereafter the Corporation or its designee shall be
solely responsible for preserving the records for the
periods required by all applicable laws, rules and
regulations. In addition, in the event of termination
of this Agreement, or the proposed liquidation or
merger of the Corporation or a Fund(s), and the
Corporation requests the Administrator to provide
services in connection therewith, the Administrator
shall provide such services and be entitled to such
compensation as the parties may mutually agree.
7. Non-Exclusivity
The services of the Administrator rendered to the
Corporation are not deemed to be exclusive. The
Administrator may render such services and any other
services to others, including other investment
companies. The Corporation recognizes that from time
to time directors, officers and employees of the
Administrator may serve as trustees, directors,
officers and employees of other entities (including
other investment companies), that such other entities
may include the name of the Administrator as part of
their name and that the Administrator or its affiliates
may enter into investment advisory or other agreements
with such other entities.
8. Governing Law; Invalidity
This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin. To
the extent that the applicable laws of the State of
Wisconsin, or any of the provisions
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herein, conflict
with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be
construed in a manner inconsistent with the 1940 Act or
any rule or order of the Commission thereunder. Any
provision of this Agreement which may be determined by
competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or
unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in
any other jurisdiction.
9. Notices
Any notice required or to be permitted to be given
by either party to the other shall be in writing and
shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return
receipt requested, as follows: Notice to the
Administrator shall be sent to Sunstone Financial
Group, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, XX, 00000, Attention Xxxxxx X. Xxxxxxx, and
notice to the Corporation shall be sent to Frontegra
Funds, Inc., 000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx,
Xxxxxxxx 00000, Attn: Co-Presidents.
10. Entire Agreement
This Agreement constitutes the entire Agreement of
the parties hereto.
11. Counterparts
This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original agreement but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by a duly authorized
officer as of the day and year first above written.
FRONTEGRA FUNDS, INC.
(the "Corporation")
By: /s/ Xxxxxxx X. Xxxxxxx III
---------------------------
Co-President
SUNSTONE FINANCIAL GROUP, INC.
("Administrator")
By:/s/ Xxxxxx X. Xxxxxxx
--------------------------
President
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Schedule A
to the
Amended and Restated
Administration and Fund Accounting Agreement
by and between
Frontegra Funds, Inc.
and
Sunstone Financial Group, Inc.
Fund Effective Date
Frontegra Total Return Bond Fund December 8, 1997
Frontegra Opportunity Fund December 8, 1997
Frontegra Growth Fund February 1, 1998
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Schedule B
to the
Amended and Restated
Administration and Fund Accounting Agreement
by and between
Frontegra Funds, Inc.
and
Sunstone Financial Group, Inc.
Minimum
Name of Fund Annual Fees Annual Fee
Total Return Bond Up to $50 Million 17.5 basis points $60,000 *
Over $50 Million 4.0 basis points
Opportunity Up to $50 Million 17.5 basis points $60,000 *
Over $50 Million 4.0 basis points
Growth Up to $50 Million 17.5 basis points $56,200 **
Over $50 Million 4.0 basis points
The fees quoted assume a single class of shares. In
addition, the Corporation shall also pay/reimburse the
Administrator's out-of-pocket expenses as described in
the Agreement. The minimum annual fee is subject to
annual escalation in the amount of 6%. Fees for
additional series shall be determined separately and
reflected in an amended Schedule B.
* The minimum annual fee will be reduced to $56,200
upon the Growth Fund's commencement of operations.
**The fee schedule for the Growth Fund shall be
effective February 1, 1998.
