485APOS 1 a18-36034_1485apos.htm 485APOS

 

As filed with the Securities and Exchange Commission on October 2, 2018

 

Securities Act Registration No. 333-07305

Investment Company Act Registration No. 811-07685

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

x

 

 

 

 

Pre-Effective Amendment No.

o

 

 

 

 

Post-Effective Amendment No. 112

x

 

 

 

and/or

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x

 

Amendment No. 113

 

FRONTIER FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

 

400 Skokie Boulevard, Suite 500

 

 

Northbrook, Illinois

 

60062

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, including Area Code:  (847) 509-9860

 

William D. Forsyth III

400 Skokie Blvd., Suite 500

Northbrook, Illinois  60062

(Name and Address of Agent for Service)

 

Copies to:

 

Ellen R. Drought

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin  53202

 

It is proposed that this filing will become effective (check appropriate box):

 

o                      immediately upon filing pursuant to paragraph (b) of Rule 485

o                      on [date] pursuant to paragraph (b) of Rule 485

o                      60 days after filing pursuant to paragraph (a)(1) of Rule 485

o                      on (date) pursuant to paragraph (a)(1) of Rule 485

x                    75 days after filing pursuant to paragraph (a)(2) of Rule 485

o                      on (date) pursuant to paragraph (a)(2) of Rule 485

 

 


 

Subject to Completion, October 2, 2018

The information in this Prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective.  This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

FRONTIER FUNDS

 

PROSPECTUS

 

Frontier MFG Global Sustainable Fund
Institutional Class Shares (FMSGX)

Service Class Shares (FMSRX)

 

Frontegra Asset Management, Inc.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

 

December [17], 2018

 


 

 

TABLE OF CONTENTS

 

Summary Section

2

Principal Investment Strategy and Related Risks

5

Financial Highlights

10

Fund Management

10

Your Account

11

Distribution and Shareholder Servicing Arrangements

17

Exchange Privilege

18

Valuation of Fund Shares

18

Distributions and Federal Income Tax Treatment

19

 

You should rely only on the information contained in this Prospectus and in the Statement of Additional Information (“SAI”), which is available upon request.  Frontier Funds, Inc. (the “Company”) has not authorized others to provide additional information.  The Company does not authorize use of this Prospectus in any state or jurisdiction where the offering cannot legally be made.

 

Please see the Fund’s privacy policy inside the back cover of this Prospectus.

 


 

SUMMARY SECTION

 

Investment Objective.  The investment objective of the Frontier MFG Global Sustainable Fund (the “Fund”) is to seek attractive risk-adjusted returns over the medium- to long-term while reducing the risk of permanent capital loss.

 

Fees and Expenses of the Fund.  This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

 

 

Institutional

 

Service

 

Shareholder Fees
(fees paid directly from your investment)

 

 

 

 

 

Redemption Fee (as a percentage of amount redeemed, if applicable)

 

2.00

%

2.00

%

Service Fee (for shares redeemed by wire)

 

$

15.00

 

$

15.00

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

 

 

 

 

 

Management Fees

 

0.80

%

0.80

%

Distribution (12b-1) Fees

 

NONE

 

NONE

 

Other Expenses(1)

 

 

 

 

 

Shareholder Servicing Fee

 

NONE

 

0.15

%

Additional Other Expenses

 

0.65

%

0.65

%

Total Other Expenses

 

0.65

%

0.80

%

Total Annual Fund Operating Expenses

 

1.45

%

1.60

%

Fee Waiver(2)

 

(0.65

)%

(0.65

)%

Total Annual Fund Operating Expenses After Fee Waiver

 

0.80

%

0.95

%

 


(1)         “Other Expenses” are based on estimated amounts for the current fiscal year.

(2)         Pursuant to an expense cap agreement between Frontegra Asset Management, Inc. (“Frontegra”), the Fund’s investment adviser, and the Fund, Frontegra has contractually agreed to waive its management fee and/or reimburse the Fund’s operating expenses to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses (“AFFE”) and extraordinary expenses) do not exceed 0.80% and 0.95% of the Fund’s average daily net assets attributable to the Institutional Class and Service Class shares, respectively.  Frontegra is entitled to recoup the fees waived and/or expenses reimbursed within a three-year period from the date of the waiver or expense payment if such reimbursement will not cause the Fund to exceed the lesser of: (a) the expense limitation in place at the time of the waiver and/or expense payment; or (b) the expense limitation in place at the time of the recoupment.  The expense cap agreement will continue in effect until October 31, 2020, with successive renewal terms of one year unless terminated by Frontegra or the Company prior to any such renewal.  The current expense cap agreement can be terminated only by, or with the consent of, the Board of Directors of the Company.

 

Example.  The following example is intended to help you compare the cost of investing in the shares of the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

 

1 Year

 

3 Years

 

Institutional Class

 

$

82

 

$

327

 

Service Class

 

$

97

 

$

374

 

 

Portfolio Turnover.  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction

 

2


 

costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund had not yet commenced operations as of the date of this Prospectus, there is no portfolio turnover information to provide at this time.

 

Principal Investment Strategy.  Under normal market conditions, the Fund invests at least 80% of its net assets in shares of common stock of issuers listed on U.S. and international stock exchanges that meet the criteria for environmental, social and governance (“ESG”) and low carbon investments of the Fund’s subadviser, Magellan Asset Management Limited doing business as MFG Asset Management (“MFG Asset Management”).  The Fund invests in a non-diversified portfolio of high quality companies, which are companies that MFG Asset Management believes are market leaders in their industry, earn returns on capital above the cost of capital, and have long term and sustainable competitive advantages.  The Fund will normally hold a limited number (generally 20 to 50) of companies in its portfolio that meet these criteria.  The Fund may invest in forward foreign currency contracts for currency hedging purposes.  Under normal market conditions, the Fund will allocate its assets among issuers located in at least three different countries and will invest at least 40% of its net assets in non-U.S. companies.  MFG Asset Management may reduce this 40% minimum investment amount to 30% if it deems market conditions to be unfavorable.

 

Principal Investment Risks.

 

Market Risks.  The Fund’s investments are subject to market risk, which may cause the value of the Fund’s investments to decline.  If the value of the Fund’s investments goes down, the share price of the Fund will go down, and you may lose money.  Volatility in share prices is an inherent characteristic of equity markets.  Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region.  Market volatility may have adverse effects on the Fund.

 

Common Stocks Risks.  Common stocks held by the Fund will fluctuate in value based on the earnings of the company and on general industry and market conditions, leading to fluctuations in the Fund’s share price.

 

Non-Diversification Risks.  The Fund is non-diversified, which means it may invest more of its assets in a smaller number of companies than funds that are diversified.  Gains or losses on a single stock may have greater impact on the Fund than for other funds that invest in a greater number of companies.

 

Derivatives Risk.  Some of the Fund’s investments may be referred to as “derivatives” because their value depends on, or is derived from, the value of an underlying asset, reference rate, or index.  Investing in derivatives involves special risks including liquidity, operational, counterparty, accounting and tax risks.  Derivative transactions may be volatile, and can create leverage, which could cause the Fund to lose more than the amount of assets initially contributed to the transaction, if any.  The Fund may not be able to close a derivatives position at an advantageous time or price.  For over the-counter derivatives transactions, the counterparty may be unable or unwilling to make required payments and deliveries, especially during times of financial market distress.  For example, the Fund will invest in forward foreign currency contracts to hedge against currency risks as part of its principal investment strategy, which will subject the Fund to counterparty risk.  Derivatives may be illiquid and difficult to price.  In addition, there is a risk that the Fund may be unable to terminate or sell a derivative position.  These risks may cause the Fund to experience higher losses than a fund that does not use derivatives.  Futures contracts and options may not always be successful hedges and using them could lower the Fund’s total return.  The value of a derivative may not correlate to the value of the underlying instrument to the extent expected.

 

3


 

Counterparty Risk.  The Fund will be subject to credit risk with respect to the counterparties with which the Fund enters into derivatives contracts, such as forward foreign currency contracts, repurchase agreements, reverse repurchase agreements, and other transactions.  If a counterparty fails to meet its contractual obligations, the Fund may be unable to terminate or realize any gain on the investment or transaction, or to recover collateral posted to the counterparty, resulting in a loss to the Fund.  If the Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty.

 

Management Risks.  The Fund is subject to management risk as an actively-managed investment portfolio and depends on the decisions of the portfolio manager to produce the desired results.

 

ESG and Low Carbon Investing Risk.  In pursuing MFG Asset Management’s ESG and low carbon investment strategy, there is a risk that the Fund may invest in companies that underperform the global equity markets or other companies in a portfolio that do not employ such strategy because the Fund’s universe of investments may be smaller than that of other funds.  The Fund may forgo opportunities to gain exposure to certain companies, industries, sectors or countries, and it may choose to sell a security when it might otherwise be disadvantageous to do so.

 

Stock Selection Risks.  The stocks selected for the Fund may decline in value or not increase in value when the stock market in general is rising.

 

Foreign Securities Risks.  Investments in securities of foreign companies involve additional risks, including less liquidity, currency-rate fluctuations, political and economic instability, differences in financial reporting standards and securities market regulation, and imposition of foreign withholding taxes.

 

Emerging Markets Risks.  Emerging market countries may have relatively unstable governments, weaker economies and less developed legal systems with fewer securities holder rights.  Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default.  Emerging market securities also tend to be less liquid.

 

Currency Risks.  The value of the Fund’s foreign holdings as measured in U.S. dollars may be affected unfavorably by changes in foreign currency exchange rates.  The Fund may also incur costs in connection with conversions between various currencies.

 

Large Capitalization Risks.  Large-cap companies perform differently from, and at times and for extended periods of time worse than, stocks of mid- and small-cap companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges.

 

New Fund Risks.  As a new fund, there can be no assurance that the Fund will grow or maintain an economically viable size.

 

Liquidity Risks.  Liquidity risk is the risk that certain securities may be difficult or impossible to sell the quantity or sell at the time and price that MFG Asset Management would like to sell.  MFG Asset Management may have to lower the price, sell other securities instead or forego an investment opportunity.

 

Cybersecurity Risks.  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices utilized by the Fund potentially can be breached.  The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.

 

4


 

Performance.  Performance information for the Fund is not included because the Fund only recently commenced operations.

 

Management.

 

Investment Adviser and Subadviser.  Frontegra is the investment adviser to the Fund.  MFG Asset Management is the subadviser to the Fund.

 

Portfolio Manager.

 

Name

 

Portfolio Manager
of the Fund Since

 

Title

Domenico Giuliano

 

Inception of the Fund in 2018

 

Portfolio Manager

 

Purchase and Sale of Fund Shares.  You may purchase or redeem shares of the Fund on any business day by written request to Frontier Funds, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, by wire or through a financial intermediary.  The Fund’s minimum initial and subsequent investment amounts are shown below, which may be modified for purchases made through certain financial intermediaries.  The Fund may reduce or waive the minimums in its sole discretion.

 

 

 

Minimum
Initial Investment

 

Minimum
Subsequent Investments

 

Institutional Class

 

$

1,000,000

 

$

1,000

 

Service Class

 

$

10,000

 

$

1,000

 

 

Tax Information.  The Fund’s distributions are taxable, and will be taxed as ordinary income or long-term capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account (“IRA”).  You may be taxed later upon withdrawal of funds from these tax-deferred arrangements.

 

Payments to Broker-Dealers and Other Financial Intermediaries.  If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create conflicts of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

 

PRINCIPAL INVESTMENT STRATEGY AND RELATED RISKS

 

Investment Objective.  The investment objective of the Fund is to seek attractive risk-adjusted returns over the medium- to long-term while reducing the risk of permanent capital loss.  The investment objective may be changed without shareholder approval.

 

Principal Investment Strategy.  Under normal market conditions, the Fund invests at least 80% of its net assets in shares of common stock of issuers listed on U.S. and international stock exchanges that meet MFG Asset Management’s criteria for ESG and low carbon investments. The Fund invests in a non-diversified portfolio of high quality companies, which are companies that MFG Asset Management believes are market leaders in their industry, earn returns on capital above the cost of capital, and have long term and sustainable competitive advantages.  The Fund will normally hold a limited number (generally 20 to 50) of companies in its portfolio that meet the criteria.  The Fund may invest in companies of any size, but generally with a minimum market capitalization of $5 billion.  The Fund may invest in forward foreign currency contracts for currency hedging purposes.

 

5


 

Under normal market conditions, the Fund will allocate its assets among issuers located in at least three different countries and will invest at least 40% of its net assets in non-U.S. companies.  MFG Asset Management may reduce this 40% minimum investment amount to 30% if it deems market conditions to be unfavorable.

 

The Fund defines non-U.S. companies as companies:

 

·                  that are organized under the laws of a foreign country;

 

·                  whose principal trading market is in a foreign country; or

 

·                  that derive a significant portion of their revenue from businesses, investments or sales, outside of the United States.

 

For purposes of this definition, a company has a “significant” portion of its revenue from businesses, investments or sales outside of the United States if 50% or more of the company’s revenue is sourced outside of the United States.  With respect to the Fund’s non-U.S. investments, the Fund invests in companies located in developed countries as part of its principal investment strategy.  The Fund may also invest in emerging markets as part of its principal investment strategy.

 

MFG Asset Management seeks to achieve the Fund’s investment objective through an integrated investment approach that incorporates four key elements:

 

·                  Industry and Company Research.  MFG Asset Management employs a bottom-up analytical approach that involves an assessment of a company’s competitive advantages resulting in a quality rating determined by MFG Asset Management’s investment committee and a valuation of a company based on MFG Asset Management’s financial forecasts for the company.  MFG Asset Management determines a company’s quality rating based on its analysis of a number of assessed criteria, such as the company’s sustainable competitive advantage, growth potential, predictability of cash-flows and earnings, return on invested capital, operating and financial leverage, management and board track record on deployment of capital and ESG issues.

 

·                  Macroeconomic Research.  MFG Asset Management undertakes macroeconomic research and incorporates its assessment of macroeconomic-related risk in its overall portfolio decisions for the Fund.

 

·                  Portfolio Construction.  MFG Asset Management designs the Fund’s portfolio to have lower historical volatility than that exhibited by world equity markets, as measured against the MSCI World Index.  MFG Asset Management also incorporates portfolio risk controls that limit total exposure to individual investments or investments in aggregate that would lead to a concentration of risk in MFG Asset Management’s opinion.

 

·                  ESG and Low Carbon Investment Framework.  MFG Asset Management integrates consideration of ESG issues with proprietary, multi-dimensional carbon emissions management in selecting securities for the Fund.  MFG Asset Management’s proprietary ESG process incorporates a three-step process that lowers carbon factor risks and caps the Fund’s carbon intensity at less than one-third of that of the MSCI World Index through:

 

6


 

1.                          screening out companies based on their carbon emissions intensity (based on their carbon emissions per unit of revenue) with the screening threshold based on globally agreed upon climate goals;

 

2.                          limiting the portfolio’s weighted average carbon emissions intensity through a carbon emissions intensity cap; and

 

3.                          excluding companies with fossil fuel interests or exposures (for example, companies engaged in the extraction, transportation and storage of fossil fuels).

 

To assist the assessment of ESG risks, analysts access data and information on ESG issues relevant to the companies that they cover from a variety of  third party sources to access companies’ detailed climate disclosures including data on carbon emissions and climate change mitigation activities.

 

MFG Asset Management may adjust this framework over time as ESG or carbon reduction goals evolve or as it otherwise deems appropriate.

 

Companies are sold:  due to unfavorable changes in valuation, underlying fundamentals or management; if there are more attractive opportunities available; if the company has not performed to expectations; or if MFG Asset Management believes it is prudent to sell a position for risk management purposes.

 

The Fund will provide shareholders with at least a 60-day notice of any change in the Fund’s policy to invest at least 80% of its net assets in the types of securities suggested by its name.  The 80% limitation is measured at the time of investment.  For purposes of the 80% policy, net assets include any borrowings for investment purposes.

 

Cash or Similar Investments.  The Fund will typically hold up to 20% of its total assets in cash, money market mutual funds, short-term fixed income securities and other short-dated instruments that are readily convertible into cash.

 

Temporary Defensive Position.  During unusual economic or market conditions and as part of its market risk reduction strategies, MFG Asset Management will take steps to reduce the Fund’s exposure to market risk through the use of investments that increase in value when a specified stock index declines by short selling futures contracts, such as short sales of index futures contracts, before it sells securities held in the Fund.  MFG Asset Management expects these market risk reduction strategies to provide an efficient means of reducing market risk and produce similar results in the Fund as selling the equity securities held in the portfolio, however, this strategy may result in other portfolios managed by MFG Asset Management selling the same securities before the Fund, and may result in other portfolios selling the securities at more favorable prices than the Fund.

 

In addition to the market risk reduction strategies described above, the Fund may invest up to 100% of its total assets in cash, money market mutual funds and short-term fixed income securities as a temporary defensive position during adverse market, economic or political conditions, or in other limited circumstances, such as in the case of unusually large cash inflows or redemptions; provided, however, that the foregoing is qualified by the Fund’s ability to sell securities it holds that are also held by other portfolios as described above.  To the extent the Fund engages in temporary strategies or maintains a substantial cash position, the Fund may not achieve its investment objective.

 

Principal Risk Factors.

 

Market Risks.  The Fund’s investments are subject to market risk, which may cause the value of the Fund’s investments to decline.  If the value of the Fund’s investments goes down, the share price of the Fund will go down, and you may lose money.  Volatility in share prices is an inherent characteristic of

 

7


 

equity markets.  U.S. and international markets have also experienced volatility in recent years due to a number of economic, political and global macro factors.  There is uncertainty about factors such as how quickly the Federal Reserve will raise the Federal Funds rate, inflation and wage growth, the effects of the recently passed Tax Cuts and Jobs Act tax reform legislation, new tariffs imposed by the U.S. and other countries, and how the financial markets will react to the foregoing and other legislative, economic and regulatory developments.  Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region.  Continuing market volatility may have adverse effects on the Fund.

 

Common Stocks Risks.  Common stocks held by the Fund will fluctuate in value based on the earnings of the company and on general industry and market conditions.  A fund that invests a significant amount of its assets in common stocks is likely to have greater fluctuations in share price than a fund that invests a significant portion of its assets in fixed income securities.

 

Non-Diversification Risks.  The Fund is non-diversified, which means it may invest more of its assets in a smaller number of companies than funds that are diversified.  Gains or losses on a single company may have greater impact on the Fund than for other funds that invest in a greater number of companies.

 

Derivatives Risk.  Some of the Fund’s investments may be referred to as “derivatives” because their value depends on, or is derived from, the value of an underlying asset, reference rate, or index.  Investing in derivatives involves special risks including liquidity, operational, counterparty, accounting and tax risks.  Derivative transactions may be volatile, and can create leverage, which could cause the Fund to lose more than the amount of assets initially contributed to the transaction, if any.  The Fund may not be able to close a derivatives position at an advantageous time or price.  For over the-counter derivatives transactions, the counterparty may be unable or unwilling to make required payments and deliveries, especially during times of financial market distress. For example, the Fund will invest in forward foreign currency contracts to hedge against currency risks as part of its principal investment strategy, which will subject the Fund to counterparty risk.  Derivatives may be illiquid and difficult to price.  In addition, there is a risk that the Fund may be unable to terminate or sell a derivative position.  These risks may cause the Fund to experience higher losses than a fund that does not use derivatives.  Futures contracts and options may not always be successful hedges and using them could lower the Fund’s total return.  The value of a derivative may not correlate to the value of the underlying instrument to the extent expected.

 

Counterparty Risk.  The Fund will be subject to credit risk with respect to the counterparties with which the Fund enters into derivatives contracts, such as forward foreign currency contracts, repurchase agreements, reverse repurchase agreements, and other transactions.  If a counterparty fails to meet its contractual obligations, the Fund may be unable to terminate or realize any gain on the investment or transaction, or to recover collateral posted to the counterparty, resulting in a loss to the Fund.  If the Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty.

 

Management Risks.  The Fund is subject to management risk as an actively-managed investment portfolio and depends on the decisions of the portfolio manager to produce the desired results.

 

ESG and Low Carbon Investing Risk.  In pursuing MFG Asset Management’s ESG and low carbon investment strategy, there is a risk that the Fund may invest in companies that underperform the global equity markets or other companies in a portfolio that do not employ such strategy because the Fund’s universe of investments may be smaller than that of other funds.  The Fund may forgo opportunities to gain exposure to certain companies, industries, sectors or countries, and it may choose to sell a security when it might otherwise be disadvantageous to do so.  MFG Asset Management’s framework of ESG and low carbon investments will vary from other managers.  There is no guarantee MFG Asset Management’s abilities to select ESG and low carbon investments will be successful.

 

8


 

Stock Selection Risks.  Stock prices vary and may fall, thus reducing the value of the Fund’s investments.  The stocks selected for the Fund may decline in value or not increase in value when the stock market in general is rising.

 

Foreign Securities Risks.  Investments in securities of foreign companies involve additional risks, including less liquidity, currency-rate fluctuations, political and economic instability, differences in financial reporting standards and securities market regulation, and imposition of foreign withholding taxes. For example, the UK voted to leave the EU following the Brexit referendum.  It is expected that the UK will exit the EU within two years; however, the exact timeframe for the UK’s exit is unknown.  There is significant market uncertainty regarding Brexit’s ramifications.  It is possible that Brexit or other geopolitical events could have an adverse effect on the value of the Fund’s investments.

 

Emerging Markets Risks.  Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems than more developed foreign markets.  Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default.  Emerging market securities also tend to be less liquid.  Investments in emerging markets countries may be affected by government policies that restrict foreign investment in certain issues or industries.  Investments in emerging market securities may be more volatile than investments in developed countries, and such securities may be subject to abrupt and severe price declines.  In addition to withholding taxes on investment income, some countries with emerging markets may impose different capital gains taxes on foreign investors.

 

Currency Risks.  The value of the Fund’s foreign holdings as measured in U.S. dollars may be affected unfavorably by changes in foreign currency exchange rates.  The Fund may also incur costs in connection with conversions between various currencies.

 

Large Capitalization Risks.  Large-cap companies perform differently from, and at times and for extended periods of time worse than, stocks of mid- and small-cap companies.  Larger, more established companies may be unable to respond quickly to new competitive challenges.

 

New Fund Risks.  As a new fund, there can be no assurance that the Fund will grow or maintain an economically viable size.

 

Liquidity Risks.  Liquidity risk is the risk that certain securities may be difficult or impossible to sell the quantity or sell at the time and price that MFG Asset Management would like to sell.  MFG Asset Management may have to lower the price, sell other securities instead or forego an investment opportunity.

 

Cybersecurity Risks.  The computer systems, networks and devices used by the Fund and its service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches.  Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices potentially can be breached.  The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach.  Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality.  Cybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses; interference with the Fund’s ability to calculate its NAV; impediments to trading; the inability of the Fund, Frontegra, MFG Asset Management, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information.

 

9


 

Portfolio Holdings Disclosure Policy.  A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the SAI.

 

FINANCIAL HIGHLIGHTS

 

Because the Fund had not commenced operations as of the date of this prospectus, there are no financial highlights available at this time.

 

FUND MANAGEMENT

 

Adviser.  Frontegra is the Fund’s investment adviser and supervises the management of the Fund’s portfolio by MFG Asset Management, subject to the supervision of the Board of Directors of the Company (the “Board”).  Frontegra was organized in 1996 and is located at 400 Skokie Boulevard, Suite 500, Northbrook, Illinois 60062.

 

A discussion regarding the Board’s basis for approving the investment advisory agreement and subadvisory agreement will be included in the Fund’s annual report for the period ended June 30, 2019.

 

Management Fees.  The Company, on behalf of the Fund, has entered into an investment advisory agreement with Frontegra, pursuant to which Frontegra supervises the management of the Fund’s investments and provides various administrative services to the Fund.  Under the investment advisory agreement, the Fund compensates Frontegra at an annual rate of 0.80% of the Fund’s average daily net assets.  Pursuant to an expense cap agreement between Frontegra and the Company, on behalf of the Fund, Frontegra has agreed to waive its management fee and/or reimburse the Fund’s operating expenses to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, interest, brokerage commissions, AFFE and extraordinary expenses) do not exceed 0.80% and 0.95% of the Fund’s average daily net assets for Institutional Class and Service Class shares, respectively.  The expense cap agreement will continue in effect until October 31, 2020, with successive renewal terms of one year unless terminated by Frontegra or the Company prior to any such renewal.  The current expense cap agreement can be terminated only by, or with the consent of, the Board of Directors of the Company.  The expense cap agreement has the effect of lowering the overall expense ratio for the Fund and increasing the Fund’s overall return to investors during the time any such amounts are waived and/or reimbursed.  The expense cap agreement may have the effect of increasing the Fund’s overall expense ratio during any periods where Frontegra recoups previously waived or reimbursed expenses, subject to the expense limitation agreement in place at the time of recoupment.

 

MFG Asset Management.  MFG Asset Management is a wholly owned subsidiary of Magellan Financial Group Limited (“MFG”), a company listed on the Australian Securities Exchange.  MFG Asset Management was organized in 2006, and is located at MLC Centre Level 36, 19 Martin Place, Sydney NSW 2000, Australia.  Frontegra has entered into a subadvisory agreement with MFG Asset Management under which MFG Asset Management manages the Fund’s portfolio, subject to Frontegra’s supervision.  Under the subadvisory agreement, MFG Asset Management is paid the net advisory fee received by Frontegra less an annual flat fee retained by Frontegra.  In addition, MFG Asset Management has agreed to pay for or reimburse Frontegra for, as applicable, organizational expenses of the Fund, any expense reimbursements made by Frontegra pursuant to the expense cap agreement, and all amounts paid by Frontegra to financial intermediaries for sub-transfer agent and other administrative services.  In addition to providing portfolio management services to the Fund, MFG Asset Management serves as investment adviser to individual and institutional clients.  MFG Asset Management also serves as subadviser to four other series of the Company: the Frontier MFG Global Equity Fund, the Frontier MFG Global Plus Fund, the Frontier MFG Core Infrastructure Fund and the Frontier MFG Select Infrastructure Fund (together with the Fund, the “MFG Funds”).  MFG Asset Management is an affiliate of Frontegra, Frontegra Strategies, LLC (the Fund’s distributor) and Frontier Partners, Inc. (a consulting firm that provides marketing services to third party investment advisers, including MFG Asset Management) by virtue of being under common control of MFG.  As of August 31, 2018, MFG Asset Management had approximately U.S. $54.0 billion under management.

 

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Portfolio Manager.  Domenico Giuliano has served as Portfolio Manager of the Fund since its inception.  Mr. Giuliano has ultimate responsibility for the investment decisions for the Fund.  He joined MFG Asset Management in March 2007.  In 2011, Mr. Giuliano was promoted to Portfolio Manager, working closely with MFG Asset Management’s CEO/CIO on investment strategy and portfolio management of the Global Equity strategies.  In December 2014, Mr. Giuliano was promoted to Deputy Chief Investment Officer.  In 2016, he was appointed portfolio manager of MFG Asset Management’s Global Sustainable strategy.  He holds a Master of Business Administration from the Australian Graduate School of Management and a Bachelor of Economics from Macquarie University, and is a Fellow of the Institute of Actuaries of Australia.

 

The Fund’s SAI provides additional information about the Fund’s portfolio manager, including other accounts managed, ownership of Fund shares and compensation.

 

Custodian, Transfer Agent and Administrator.  U.S. Bank, N.A. acts as custodian of the Fund’s assets.  U.S. Bancorp Fund Services, LLC serves as transfer agent for the Fund (the “Transfer Agent”) and as the Fund’s administrator.  U.S. Bank, N.A. and U.S. Bancorp Fund Services, LLC are affiliated entities.

 

Distributor.  Frontegra Strategies, LLC(the “Distributor”), 400 Skokie Boulevard, Suite 500, Northbrook, Illinois 60062 acts as the principal distributor of the Fund’s shares.

 

Recent Events. Effective October 1, 2018, Frontier North America Holdings, Inc. (“FNAH”) acquired 100% of the equity interests in Frontegra following approval by shareholders of the Company of new advisory and subadvisory agreements with Frontegra. William D. Forsyth III, previously the sole shareholder of Frontegra, owns a minority interest in FNAH and continues to serve as President of Frontegra and the Distributor following the transaction.  MFG owns a majority interest in FNAH.

 

YOUR ACCOUNT

 

How to Purchase Shares.  Shares of the Fund are sold on a continuous basis at net asset value (“NAV”).  The Fund’s NAV is determined as of the close of trading on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m., Eastern Time) on each day the NYSE is open.  The NAV for a class of shares is determined by adding the value of the Fund’s investments, cash and other assets attributable to that class, subtracting the liabilities attributable to that class and then dividing the result by the total number of shares outstanding for the class.  Due to the fact that different expenses are charged to the Institutional Class and Service Class shares of the Fund, the NAV of the two classes may vary.  Your purchase price will be the Fund’s NAV next determined after the Fund or an authorized agent, such as a fund supermarket or broker-dealer who is authorized by the Distributor or an affiliate to sell shares of the Fund (collectively, “Financial Intermediaries”), receives your request in proper form.  The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents.  Deposit in the mail or with a delivery service does not constitute receipt by the Transfer Agent. A confirmation indicating the details of the transaction will be sent to you promptly.  Shares are credited to your account, but certificates are not issued.  However, you will have full shareholder rights.

 

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Investments may be made by mail or wire.  The investment minimums noted above are waived for investments by qualified employee benefit plans.  Investment minimums may also be waived or reduced at the Fund’s discretion for certain registered investment advisers, broker-dealers, other financial intermediaries and individuals accessing accounts through registered investment advisers.  The Fund reserves the right to change or waive these minimums at any time.  You will be given at least 30 days’ notice of any increase in the minimum dollar amount of purchases.

 

Initial Investment by Mail.  You may purchase shares of the Fund by completing an application and mailing it along with a check payable to “Frontier Funds, Inc.” to:  Frontier Funds, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.  For overnight deliveries, please use 615 East Michigan Street, Third Floor, Milwaukee, Wisconsin 53202-5207.  The Fund will not accept payment in cash or money orders.  The Fund also does not accept cashier’s checks in amounts of less than $10,000.  To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.  The Fund is unable to accept post dated checks, post dated on-line bill pay checks, or any conditional order or payment.  Purchases must be made in U.S. dollars and all checks must be drawn on a U.S. bank.  If your check does not clear, you will be charged a $25 service fee.  You will also be responsible for any losses suffered by the Fund as a result.  In the event a shareholder is unable to make the Fund whole in such a case, Frontegra will generally be responsible for any losses, with the right to seek indemnification or contribution from other parties.  All applications to purchase shares of the Fund are subject to acceptance by the Company and are not binding until so accepted.  The Company reserves the right to reject an application in whole or in part.

 

Initial Investment by Wire.  In addition, you may purchase shares of the Fund by wire.  Instruct your bank to use the following instructions when wiring funds:

 

Wire to:

 

U.S. Bank, N.A.

 

 

777 E. Wisconsin Ave.

 

 

Milwaukee, WI 53202

 

 

ABA Number 075000022

 

 

 

Credit to:

 

U.S. Bancorp Fund Services, LLC

 

 

Account Number 112-952-137

 

 

 

Further credit to:

 

Frontier Funds, Inc.

 

 

Frontier MFG Global Sustainable Fund

 

 

(Class of Shares)

 

 

(investor account number)

 

 

(name or account registration)

 

If you are making an initial investment in the Fund, before you wire funds, please contact the Transfer Agent by phone to make arrangements with a telephone service representative to submit your completed application via mail, overnight delivery, or facsimile.  Upon receipt of your application, your account will be established and a service representative will contact you within 24 hours to provide an account number and to confirm the wiring instructions.

 

The Fund is not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system.  Wired funds must be received prior to 4:00 p.m. Eastern time to be eligible for same day pricing.

 

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Investment through Financial Intermediaries.  Alternatively, you may place an order to purchase shares of the Fund through a Financial Intermediary, who may charge a transaction fee for placing orders to purchase Fund shares or have policies or procedures that differ from those set forth in this Prospectus.  An order is deemed to be placed when the Fund, or a Financial Intermediary on the Fund’s behalf, receives the order in proper form.  Please consult your Financial Intermediary regarding fee information and procedures for purchasing and selling shares of the Fund.

 

Important Information about Procedures for Opening a New Account.  The Company, on behalf of the Fund, is required to comply with various anti-money laundering laws and regulations.  To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions, including mutual funds, to obtain, verify and record information that identifies each person who opens an account.  Consequently, the Transfer Agent will verify certain information on your account application as part of the Fund’s Anti-Money Laundering Program.  As requested on the application, you must supply your full name, date of birth, social security number and permanent street address.  If you are opening an account in the name of a legal entity (e.g., a partnership, limited liability company, corporation, business trust, etc.), you may be required to supply the identity of the beneficial owner or controlling person(s) of your legal entity prior to the opening of your account.  We may also ask for other identifying documents or information to verify the shareholder’s identity.  Mailing addresses containing only a P.O. Box will not be accepted.  Please contact the Transfer Agent at 1-888-825-2100 if you need additional assistance when completing your application.

 

If we do not have a reasonable belief of your identity, the account will be rejected or you will not be allowed to perform a transaction on the account until such information is received.  The Fund also reserves the right to close the account within five business days if clarifying information and/or documentation is not received.  If at any time the Fund detects suspicious behavior or if certain account information matches government lists of suspicious persons, the Fund may determine not to open an account, may close an existing account, may file a suspicious activity report or may take other action.  Any delay in processing your order will affect the purchase price you receive for your shares.  The Company and the Transfer Agent are not liable for fluctuations in NAV experienced as a result of such delays in processing.

 

In order to purchase shares, you must reside in a jurisdiction where Fund shares may lawfully be offered for sale.  Shares of the Fund have not been registered for sale outside of the United States except to investors with United States military APO or FPO addresses.  The Fund may not be sold to investors residing outside the United States and its territories, except upon evidence of compliance with the laws of the applicable foreign jurisdictions.

 

If you purchase shares of the Fund by check and request the redemption of such shares, payment of the redemption proceeds may be delayed for up to 12 days in order to ensure that the check for the investment has cleared.  This is a security precaution only and does not affect your investment.

 

Multiple Classes.  The Fund currently offers two different classes of shares: Institutional Class shares and Service Class shares.  The different classes of shares represent investments in the same portfolio of securities but are subject to different expenses, which may affect their performance.  The classes also differ with respect to their investment minimums.  In addition, Service Class shares impose a shareholder servicing fee that is assessed against the assets of the Fund attributable to that class.

 

Subsequent Investments.  You may make additions to your account by mail or by wire.  When making an additional purchase by mail, enclose a check payable to “Frontier Funds, Inc.” along with the additional investment form provided on the lower portion of your account statement.

 

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Subsequent Investments by Wire.  To make an additional purchase by wire, please contact the Transfer Agent to advise them of your intent to wire funds.  This will ensure prompt and accurate credit upon receipt of your wire.  To make an additional investment by wire, please follow the wire instructions used to open an account.

 

How to Redeem Shares.  You may request redemption of part or all of your Fund shares at any time.  The price you receive will be the NAV next determined after the Fund receives your request in proper form, subject to the redemption fee described below if the shares have been held for 30 days or less.  Once your redemption request is received in proper form, the Fund typically expects to pay redemption proceeds by check mailed to you within two business days, by wire on the next business day or electronic credit via the Automated Clearing House (“ACH”) network within two or three days and, in any event, no later than seven calendar days after receipt of a redemption request.  However, where securities have been sold to generate cash for payment of a redemption, your redemption proceeds will not be paid until the first business day after the sales proceeds are received by the Fund.  Also, the Fund may hold payment of your redemption proceeds until the Transfer Agent is reasonably satisfied that the purchase check has cleared, which may be up to 12 days.  In addition to the redemption procedures described below, redemptions may also be made through Financial Intermediaries who may charge a commission or other transaction fee.

 

Written Redemption.  To redeem shares in the Fund please furnish a written, unconditional request to:  Frontier Funds, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.  For written redemption requests sent via overnight delivery, please use 615 East Michigan Street, Third Floor, Milwaukee, Wisconsin 53202-5207.  Your request must (i) be signed exactly as the shares are registered, including the signature of each owner and (ii) specify the number of Fund shares or dollar amount to be redeemed.  The Transfer Agent may request additional documentation from corporations, executors, administrators, trustees, guardians, agents or attorneys-in-fact.  Redemption proceeds may be wired to a commercial bank authorized on your account.  Please note that if you redeem shares by wire, you will be charged a $15 service fee.  If you have redeemed all of your shares, the wire fee would be deducted from the redemption proceeds.  If you have only redeemed a portion of your account, the fee will be deducted from the remaining balance in your account.  If the dollar amount requested to be redeemed is greater than the current value of your account, your entire account balance may be redeemed.

 

Shareholders that invest through an IRA or other retirement plan must indicate on their redemption request whether or not to withhold federal income tax.  Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding.

 

Payment of Redemption Proceeds.  Under normal market conditions, the Fund expects to use holdings of cash or cash equivalents or sell portfolio assets to meet redemption requests.  Under unusual market conditions such as times of market stress, the Fund reserves the right to make redemptions in kind as discussed below and may enter into a line of credit with a bank or borrow money (subject to the limits in the Fund’s investment policy on borrowing) to meet redemption requests.

 

Purchases In Kind.  Shares of the Fund may be purchased “in kind,” subject to the approval of Frontegra and/or MFG Asset Management and its determination that the securities are acceptable investments for the Fund and that they have a value that is readily ascertainable in accordance with the Fund’s valuation policies.  In an in kind purchase, investors transfer securities to the Fund in exchange for Fund shares.  Securities accepted by the Fund in an in kind purchase will be valued at market value.  In general, an investor transferring securities for shares will recognize a gain or loss, for federal income tax purposes, on an in kind purchase of the Fund, calculated as if the investor had sold the securities for their fair market value and used the proceeds to purchase shares of the Fund.

 

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Redemptions In Kind.  The Fund generally pays redemptions in cash, but reserves the right to make a “redemption in kind” (a payment in portfolio securities rather than cash) if the amount you are redeeming is in excess of the lesser of (i) $250,000 or (ii) 1% of the Fund’s assets in any 90-day period.  In such cases, you may incur brokerage costs in converting these securities to cash.  The Fund expects that while unlikely, any redemption in kind would be made as a pro rata portion of the Fund’s portfolio or a representative basket if the redemption is not large enough to distribute a pro rata portion.  The Fund expects that any redemptions in kind will be made with marketable securities.  However, you would bear any market risk until the securities are converted into cash.  For federal income tax purposes, redemptions in kind are taxed in the same manner as redemptions made in cash.  The subsequent sale of securities received in kind may also result in realized gains or losses for federal income tax purposes.

 

Redemption Fee.  A redemption fee of 2.00% will be charged on shares of the Fund redeemed (including in connection with an exchange) 30 days or less from their date of purchase.  The 30 day period during which shares are subject to the redemption fee commences on the day after the shares are purchased.  The redemption fee is paid directly to the Fund and is designed to offset brokerage commissions, market impact and other costs associated with short-term trading of Fund shares.  For purposes of determining whether the redemption fee applies, the shares that were held the longest will be redeemed first.  The redemption fee does not apply to:

 

·                  shares purchased through retirement plans in limited circumstances;

 

·                  shares acquired through re-investments of Fund distributions; or

 

·                  shares redeemed because of death or disability.

 

The Fund may waive the redemption fee in the case of hardship and in other limited circumstances with respect to certain types of redemptions or exchanges that do not indicate market timing strategies.

 

Signature Guarantees.  Signature guarantees are required in the following circumstances:

 

·                  for redemption proceeds sent to any person, address or bank account not on record;

 

·                  for requests to wire redemption proceeds (if not previously authorized on the account);

 

·                  for redemption requests submitted within 30 days of an address change;

 

·                  when changing account ownership; and

 

·                  in other situations deemed necessary by the Transfer Agent or the Fund to protect against the possibility of fraud.

 

A signature guarantee may be obtained from any bank, savings and loan association, credit union, brokerage firm or other eligible guarantor institution, but not a notary public.  Non-financial transactions, including establishing or modifying certain services on an account, may require a signature verification from a Signature Validation Program member or other acceptable form of authentication from a financial institution source, such as notarization from commercial banks or brokerage firms.

 

Account Termination.  Your account may be terminated by the Fund on not less than 30 days’ notice if the value of the shares in an account falls below $10,000 for Institutional Class shares and $1,000 for Service Class shares as a result of redemptions.  Upon any such termination, a check for the redemption proceeds will be sent to the address of record within seven calendar days of the redemption.  If you hold your Fund shares in a taxable account, termination of your account by the Fund will result in the

 

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realization of a capital gain or loss determined by reference to the adjusted basis of the shares in the account terminated and the NAV of such shares on the date of the termination.

 

Householding.  In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and annual and semi-annual reports you receive by sending only one copy of each to those addresses shared by two or more accounts, and to shareholders the Fund reasonably believes are from the same family or household.  If you would like to discontinue householding for your accounts, please call toll-free at 888-825-2100 to request individual copies of these documents.  Once the Fund receives notice to stop householding, the Fund will begin sending individual copies thirty days after receiving your request.  This policy does not apply to account statements.

 

Market Timing Policy.  The Fund or Frontegra may determine from the amount, frequency and pattern of exchanges that a shareholder is engaged in excessive trading that is detrimental to the Fund or its other shareholders.  Such short-term or excessive trading into and out of the Fund may harm all shareholders by disrupting investment strategies, increasing brokerage, administrative and other expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders.

 

The Board has approved policies that seek to discourage frequent purchases and redemptions and curb the disruptive effects of frequent trading (the “Market Timing Policy”).  Pursuant to the Market Timing Policy, the Fund may decline to accept an application or may reject a purchase request, including an exchange, from a market timer or an investor who, in the Fund’s discretion in consultation with Frontegra or MFG Asset Management, has a pattern of short-term or excessive trading or whose trading has been or may be disruptive to the Fund.  In addition, the Fund reserves the right to reject any purchase, including an exchange, that could adversely affect the Fund or its operations.  The Fund, Frontegra, MFG Asset Management and their affiliates are prohibited from entering into arrangements with any shareholder or other person to permit frequent purchases and redemptions of Fund shares.

 

The Fund monitors and enforces the Market Timing Policy through:

 

·                  the termination of a shareholder’s purchase and/or exchange privileges;

 

·                  selective monitoring of trade activity;

 

·                  the 2.00% redemption fee for redemptions or exchanges of shares 30 days or less after their date of purchase (determined on a first-in, first-out basis); and

 

·                  regular reports to the Board by the Fund’s Chief Compliance Officer regarding any unusual trading activity and any waivers of the short-term redemption fee.

 

The Distributor or an affiliate has entered into shareholder information agreements with Financial Intermediaries, which enable the Distributor or an affiliate to request information to assist in monitoring for excessive short-term trading activity of individual shareholders within omnibus accounts.  Omnibus accounts are accounts maintained by Financial Intermediaries on behalf of multiple beneficial shareholders.  In some cases, the Fund may rely on the market timing policies of Financial Intermediaries, even if those policies are different from the Fund’s policy, when the Fund believes that the policies are reasonably designed to prevent excessive trading practices that are detrimental to the Fund.  If inappropriate trading is detected in an omnibus account, the Fund may request that the Financial Intermediary take action to prevent the underlying shareholder from engaging in such trading and to enforce the Fund’s or the Financial Intermediary’s market timing policy.  There may be legal and technological limitations on the ability of Financial Intermediaries to restrict the trading practices of their clients, and they may impose restrictions or limitations that are different from the Fund’s policies.  As a result, the Fund’s ability to monitor and discourage excessive trading practices in omnibus accounts may be limited.

 

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DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS

 

Shares of the Fund may be offered through Financial Intermediaries.  If you purchase Fund shares through a Financial Intermediary, you may be subject to different fees or policies than those set forth in this Prospectus.

 

Shareholder Servicing Fee.  The Company, on behalf of the Fund’s Service Class, has adopted a shareholder servicing plan (the “Service Plan”).  Pursuant to the Service Plan, the Service Class shares of the Fund pay an annual shareholder servicing fee of up to 0.15% per year to the Distributor for payments to Financial Intermediaries who provide on-going account services to shareholders.  Those services include establishing and maintaining shareholder accounts, mailing prospectuses, account statements and other Fund documents to shareholders, processing shareholder transactions and providing other recordkeeping, sub-accounting and administrative services for Service Class shareholders. Service Class shares of the Fund may also make payments to Financial Intermediaries for other platform fees such as initial set-up fees for new funds and/or share classes so that the underlying customers of the Financial Intermediaries may receive sub-transfer agent, administrative, recordkeeping, sub-accounting and other non-distribution services.

 

Payments to Financial Intermediaries.  From time to time, the Company, the Distributor or Frontegra enter into arrangements with brokers or other Financial Intermediaries pursuant to which such parties agree to perform sub-transfer agent, record-keeping, shareholder servicing or other administrative services on behalf of their clients who are shareholders of the Fund.  Pursuant to these arrangements, the Distributor or Frontegra make payments to Financial Intermediaries for services provided to clients who hold shares of the Fund.  In some circumstances, Institutional Class shares of the Fund directly pay the intermediary for performing sub-transfer agent and other administrative services to clients who hold Institutional Class shares of the Fund through an omnibus account in an amount that is intended to compensate the intermediary for its provision of services of the type that are provided by the Transfer Agent.  Service Class shares of the Fund pay a shareholder servicing fee as described above.  MFG has agreed to reimburse Frontegra for the payments it makes to Financial Intermediaries for sub-transfer agent and other administrative services.

 

In addition, the Distributor or Frontegra may pay additional compensation to certain Financial Intermediaries.  Under these arrangements, the Distributor or Frontegra may make payments from their own resources, and not as an additional charge to the Fund, to a Financial Intermediary to compensate it for distribution and marketing services, including the opportunity to distribute the Fund.  For example, the Distributor or Frontegra may compensate Financial Intermediaries for providing the Fund with “shelf space” or access to a third party platform or fund offering list or other marketing programs, including, without limitation, inclusion of the Fund on preferred or recommended sales lists, mutual fund “supermarket” platforms, other formal sales programs and other forms of marketing support.  The amount of these payments is determined from time to time by the Distributor or an affiliate and may differ among such Financial Intermediaries based upon one or more of the following factors:  gross sales, current assets, the number of accounts of the Fund held by the Financial Intermediaries or other factors agreed to by the parties.  These payments are in addition to any service fees payable under the shareholder servicing arrangements as noted above.  The receipt of (or prospect of receiving) such compensation may provide the Financial Intermediary and its salespersons with an incentive to favor sales of Fund shares, or a particular class of those shares, over other investment alternatives.  You may wish to consider whether such arrangements exist when evaluating recommendations from a Financial Intermediary.

 

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EXCHANGE PRIVILEGE

 

You may exchange all or a portion of your investment between classes or from one Frontier Fund to another Frontier Fund at any time by written request, if you meet the minimum investment requirements for the class and fund into which you would like to exchange, and if the class and fund are open to new investors.  Before exchanging your shares, you should first carefully read the Prospectus for the fund into which you are exchanging and consider the tax consequences if you hold your investment in a taxable account.  The value of the shares to be exchanged and the price of the shares being purchased will be the NAV next determined after receipt of instructions for exchange in proper form.  An exchange from one fund to another is treated, for federal income tax purposes, as a sale of the shares to be exchanged at their NAV and a subsequent use of the sales proceeds to purchase the replacement shares, and if you hold your Fund shares in a taxable account, will result in the realization of a capital gain or loss determined by reference to your adjusted basis in the shares to be exchanged and the NAV of those shares on the date of the exchange.  Exchanges are not tax-free.  However, a conversion from one class to another class within the same Fund will not be a taxable transaction.

 

Exchange requests should be directed to:  Frontier Funds, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.  For written exchange requests sent via overnight delivery, please use 615 East Michigan Street, Third Floor, Milwaukee, Wisconsin 53202-5207.  If your shares are held in an account with a Financial Intermediary, contact the Financial Intermediary.  A Financial Intermediary may impose conditions on exchanges in addition to those disclosed in this prospectus.

 

Exchange requests may be subject to limitations under the Market Timing Policy to ensure that the exchanges do not disadvantage the Fund or its shareholders.  The Company reserves the right to modify or terminate the exchange privilege upon 60 days’ written notice to each shareholder prior to the modification or termination taking effect.

 

If you exchange your shares in the Fund for shares in any other Frontier Fund, you may be subject to the redemption fee described above under “Your Account — Redemption Fee.”

 

VALUATION OF FUND SHARES

 

Shares of each class of the Fund are sold at their NAV.  The NAV for each class of the Fund is calculated using the market value of the Fund’s investments and is determined as of the close of trading (generally 4:00 p.m. Eastern Time) on each day the NYSE is open for business.  The Fund does not determine NAV on days the NYSE is closed.  The NYSE is closed on New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  The price at which a purchase order or redemption request is effected is based on the next calculation of NAV after we receive your transaction request in good order.

 

In determining the Fund’s NAV, each equity security traded on a securities exchange, including NASDAQ, is valued at the closing price on the exchange on which the security is principally traded.  Exchange-traded securities for which there were no transactions on a given day are valued at the most recent bid price.  Securities not listed on a securities exchange are valued at the most recent sale price.  Short-term investments maturing within 60 days or less, which are not priced by a pricing service, may be valued by the amortized cost method, which approximates fair value.

 

Any securities or other assets for which market valuations are not readily available or are unreliable are valued at fair value as determined by Frontegra or MFG Asset Management in good faith and in accordance with procedures approved by the Board.  Consequently, the price of a security used by the Fund to calculate its NAV may differ from the quoted or published price for the same security.  The Fund may use fair value pricing if, for example, trading in a particular security is halted and does not resume before the Fund calculates its NAV or the exchange on which a security is traded closes early.  Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security is materially different from the value that could be realized upon the sale of that security.

 

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The Fund’s securities may be listed on foreign exchanges that trade on days when the Fund does not calculate NAV.  As a result, the market value of the Fund’s investments may change on days when you cannot purchase or sell Fund shares.  In addition, a foreign exchange may not value its listed securities at the same time that the Fund calculates its NAV.  If a significant event occurs in a foreign market after the close of the exchange that may affect a security’s value, such security may be valued at its fair value pursuant to the procedures discussed above.  The Fund has retained an independent fair value pricing service to assist in valuing foreign securities in order to adjust for possible changes in value that may occur between the close of the foreign exchange and the time at which the Fund calculates its NAV.  The fair value pricing service may employ quantitative models in determining fair value.

 

DISTRIBUTIONS AND FEDERAL INCOME TAX TREATMENT

 

As with any investment, you should consider how your investment in the Fund will be taxed.  Changes in income tax laws, potentially with retroactive effect, could impact the Fund’s investments or tax consequences to you of investing in the Fund.  Some of the changes could affect the timing, amount and tax treatment of Fund distributions made to shareholders.  If your account is not a tax-deferred retirement account or other tax-advantaged savings plan (or you are not otherwise exempt from income tax), you should be aware of the following federal income tax implications.

 

Taxes on Distributions.  The Fund intends to distribute substantially all of its investment company taxable income and net capital gain, if any, to shareholders at least annually.  For federal income tax purposes, distributions of the Fund’s investment company taxable income (which includes dividends, interest, the excess of any net short-term capital gain over net long-term capital loss, and net gain from foreign currency transactions) generally will be taxable to you as ordinary income whether reinvested in additional Fund shares or received in cash, unless such distributions are attributable to and reported by the Fund as “qualified dividend income” (generally, dividends received by the Fund from U.S. corporations and certain foreign corporations that are eligible for the benefits of a comprehensive tax treaty with the U.S.) and the shareholder satisfies certain holding period requirements.  For non-corporate shareholders, such “qualified dividend” income is currently eligible for the reduced federal income tax rates applicable to long-term capital gains.

 

If the Fund distributes any net capital gain (the excess of net long-term capital gain over net short-term capital loss), then such distributions will be taxable as long-term capital gain, whether reinvested in additional Fund shares or received in cash, and regardless of the length of time you have owned your shares.  The Fund will inform shareholders of the federal income tax status of all distributions after the close of each calendar year.

 

When the Fund makes a distribution, the Fund’s NAV decreases by the amount of the distribution.  If you purchase shares shortly before a distribution, you will be subject to income taxes on the distribution, even though the value of your investment (plus cash, Fund shares, or in-kind securities received in the distribution, if any) remains the same.  The Fund expects that, because of its investment objective, its distributions will consist primarily of net capital gain.  All distributions will automatically be reinvested in shares of the Fund at the then-prevailing NAV unless you specifically request that either distributions of investment company taxable income or net capital gain or both be paid in cash.  If you elect to receive distributions in cash, and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the Fund reserves the right to reinvest the distribution check in your account, at the Fund’s then-current NAV, and to reinvest all subsequent distributions.

 

19


 

The election to receive distributions in cash or reinvest them may be changed by writing to:  Frontier Funds, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.  For overnight deliveries, please use 615 East Michigan Street, Third Floor, Milwaukee, Wisconsin 53202-5207.  Such notice must be received at least five business days prior to the record date of any distribution.

 

Taxes on Sales, Redemptions and Exchanges.  Your sale, exchange or redemption of Fund shares will generally result in a taxable capital gain or loss to you, depending on whether the sale, exchange or redemption proceeds, including in-kind proceeds, are more or less than your adjusted basis in the sold, exchanged or redeemed shares (generally, the amount you paid for the shares).  Generally, the capital gain or loss will be long-term if you have held your Fund shares for more than one year and short-term if you have held your Fund shares for one year or less.  Any capital loss arising from the sale, exchange or redemption of Fund shares held for six months or less, however, is treated as a long-term capital loss to the extent of any distributions of net capital gain received or deemed to be received with respect to such shares.  As discussed above under “Exchange Privilege,” an exchange of Fund shares for shares in any other Frontier Fund generally will have similar tax consequences to a sale or redemption of Fund shares.  If you purchase Fund shares (through reinvestment of distributions or otherwise) within 30 days before or after selling, exchanging or redeeming Fund shares at a loss, all or part of that loss will not be deductible and will instead increase the basis of the new shares.

 

Medicare Tax.  In addition to the federal income tax, certain individuals, trusts and estates may be subject to a Medicare tax of 3.8%.  The Medicare tax is imposed on the lesser of (i) a taxpayer’s investment income, net of deductions properly allocable to such income, or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals, and $125,000 for married individuals filing separately).  The Fund’s distributions are includable in a shareholder’s investment income for purposes of this Medicare tax.  In addition, any capital gain realized on the sale, exchange or redemption of Fund shares is includable in a shareholder’s investment income for purposes of this Medicare tax.

 

Withholding.  Except in cases of certain exempt shareholders, including most corporations, if you do not furnish the Fund with your correct Social Security Number or other Taxpayer Identification Number or the Fund receives notification from the Internal Revenue Service (“IRS”) requiring backup withholding, the Fund is required by federal law to withhold federal income tax from your distributions and redemption proceeds at a rate set under Section 3406 of the Internal Revenue Code of 1986, as amended, for U.S. residents.

 

Foreign Tax Considerations.  Some foreign governments levy withholding taxes against dividend and interest income.  Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the return on the Fund’s securities.  The Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund if more than 50% of the value of the Fund’s total assets at the close of its taxable year consists of foreign stocks and securities.  The Fund will notify you if it makes such an election.

 

Cost Basis Reporting.  The Fund is required to report to certain shareholders and the IRS the cost basis of Fund shares acquired on or after January 1, 2012, when the shareholder subsequently sells, exchanges or redeems those shares.  The Fund will determine the cost basis of such shares using the average cost method unless you elect in writing any alternative IRS-approved cost basis method.  Please see the SAI for more information regarding cost basis reporting.

 

This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on you.  There may be other federal, state, foreign or local tax considerations applicable to a particular investor.  You are urged to consult your own tax adviser.

 

20


 

Please see the SAI for more information about taxes.

 

21


 

DIRECTORS

TRANSFER AGENT

 

 

William D. Forsyth III

U.S. Bancorp Fund Services, LLC

David L. Heald

For overnight deliveries, use:

Steven K. Norgaard

Frontier Funds, Inc.

James M. Snyder

c/o U.S. Bancorp Fund Services, LLC

 

615 East Michigan Street, 3rd Floor

OFFICERS

Milwaukee, Wisconsin 53202-5207

 

 

William D. Forsyth III

For regular mail deliveries, use:

Elyce D. Dilworth

Frontier Funds, Inc.

 

c/o U.S. Bancorp Fund Services, LLC

INVESTMENT ADVISER

P.O. Box 701

 

Milwaukee, Wisconsin 53201-0701

Frontegra Asset Management, Inc.

 

400 Skokie Boulevard, Suite 500

INDEPENDENT REGISTERED PUBLIC

Northbrook, Illinois 60062

ACCOUNTING FIRM

 

 

SUBADVISER

[·]

 

 

Magellan Asset Management Limited

LEGAL COUNSEL

doing business as MFG Asset Management

 

MLC Centre Level 36, 19 Martin Place

Godfrey & Kahn, S.C.

Sydney NSW 2000

833 E. Michigan Street, Suite 1800

Australia

Milwaukee, Wisconsin 53202

 

 

CUSTODIAN

 

 

 

U.S. Bank, N.A.

 

1555 N. River Center Drive, Suite 302

 

Milwaukee, Wisconsin 53212

 

 

 

DISTRIBUTOR

 

 

 

Frontegra Strategies, LLC

 

400 Skokie Boulevard, Suite 500

 

Northbrook, Illinois 60062

 

 

22


 

PRIVACY POLICY

 

Protecting the privacy of Fund shareholders is important to us.  The following is a description of the practices and policies through which the Fund maintains the confidentiality and protects the security of your non-public personal information.

 

What Information We Collect

 

In the course of providing services to you, we may collect the following types of “non-public personal information” about you:

 

·                  Information we receive from you on applications or other forms, such as your name, address and social security number, the types and amounts of investments and bank account information, and

 

·                  Information about your transactions with us, our affiliates and others, as well as other account data.

 

“Non-public personal information” is non-public information about you that we obtain in connection with providing a financial product or service to you, such as the information described in the above examples.

 

“Affiliates” include Frontegra Asset Management, Inc. and Timpani Capital Management LLC, the companies that act as investment advisers to Frontier Funds, Inc., and Frontegra Strategies, LLC, the principal distributor of the Fund’s shares.

 

What Information We Disclose

 

We do not disclose non-public personal information about you or any of our former shareholders to anyone, except as permitted by law.  We are permitted by law to share any of the information we collect, as described above, with our affiliates.  In addition, in the normal course of serving shareholders, information we collect may be shared with companies that perform various services such as subadvisers, transfer agents, custodians and broker-dealers.  These companies will use this information only for the services for which we hired them and as allowed by applicable law.

 

Confidentiality and Security Procedures

 

To protect your personal information, we permit access only by authorized personnel.  We maintain physical, electronic and procedural safeguards to protect the confidentiality, integrity and security of your non-public personal information.

 

We will continue to adhere to the privacy policies and practices in this notice even after your account is closed or becomes inactive.

 

Additional Rights

 

You may have other privacy protections under applicable state laws.  To the extent those state laws apply, we will comply with them with respect to your non-public personal information.

 

This Page is Not a Part of the Prospectus

 

23


 

Additional information regarding the Company and the Fund is included in the SAI, which has been filed with the SEC.  The SAI is incorporated into this Prospectus by reference and therefore is legally part of this Prospectus.  Further information about the Fund’s investments will be available in the Company’s annual and semi-annual reports to shareholders as they become available.  The Company’s annual report will provide a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the last fiscal year.  You may receive the SAI, annual report and semi-annual report free of charge, request other information about the Fund and make general inquiries by contacting the Company at the address below or by calling, toll-free, 1-888-825-2100.  The SAI is and the annual and semi-annual reports will be available, free of charge, on the Company’s website at http://www.frontiermutualfunds.com.

 

Information about the Fund (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.  Please call the SEC at 1-202-551-8090 for information relating to the operation of the Public Reference Room.  Reports and other information about the Fund are also available on the EDGAR database on the SEC’s Internet site located at http://www.sec.gov.  Alternatively, copies of this information may be obtained, upon payment of a duplicating fee, by electronic request to the following e-mail address:  publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520.

 

Frontier Funds, Inc.

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701, Milwaukee, Wisconsin 53201-0701

 

The Company’s 1940 Act File Number is 811-07685.

 

24


 

Subject to Completion, October 2, 2018

The information in this Statement of Additional Information is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective.  This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

STATEMENT OF ADDITIONAL INFORMATION

 

FRONTIER FUNDS, INC.

 

Frontier MFG Global Sustainable Fund
Institutional Class Shares (FMSGX)
Service Class Shares (FMSRX)

 

c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
1-888-825-2100

 

This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the Prospectus of the Frontier MFG Global Sustainable Fund (the “Fund”) dated December [17], 2018.  The Fund is a series of Frontier Funds, Inc. (the “Company”).  Copies of the Prospectus are available, and the Fund’s annual report will be available, without charge upon request to the above address or toll-free telephone number, or you can visit the Fund’s website at http://www.frontiermutualfunds.com.

 

FRONTEGRA STRATEGIES, LLC

Distributor

 

This Statement of Additional Information is dated December [17], 2018.

 


 

TABLE OF CONTENTS

 

 

Page

 

 

Fund Organization

3

Fund Policies: Fundamental and Non-Fundamental

4

Investment Policies and Techniques

6

Directors and Officers

19

Codes of Ethics

24

Principal Shareholders

25

Investment Adviser and Subadviser

25

Portfolio Managers

28

Portfolio Holdings Disclosure Policy

30

Proxy Voting Policies

32

Fund Transactions and Brokerage

32

Custodian

34

Transfer Agent

34

Administrator and Fund Accountant

34

Shareholder Meetings

34

Distribution of Fund Shares

34

Purchase, Pricing and Redemption of Shares

35

Anti-Money Laundering Program

36

Taxation of the Fund

36

Cost Basis Reporting

38

Independent Registered Public Accounting Firm

39

Financial Statements

39

 

You should rely only on the information contained in this SAI and the Prospectus dated December [17], 2018.  The Company has not authorized others to provide additional information.  This SAI is not an offer to sell securities in any state or jurisdiction where the offering cannot legally be made.  This SAI applies to the Institutional Class and Service Class shares of the Fund.  The shares of the other series of the Company are offered in separate prospectuses and separate SAIs.

 

ii


 

FUND ORGANIZATION

 

The Company is an open-end management investment company, commonly referred to as a mutual fund.  The Company was organized as a Maryland corporation on May 24, 1996.  Effective October 31, 2014, the Company changed its name from Frontegra Funds, Inc. to Frontier Funds, Inc.

 

The Fund is a non-diversified series of the Company.  The Company may offer separate series of shares representing interests in separate portfolios of securities, and the shares in any one series may be offered in separate classes.  Currently, the Company offers seven separate series.  The Board of Directors of the Company (the “Board”) has established three classes of shares of common stock:  Institutional Class, Service Class and Class Y.  The Company is authorized to issue 2,000,000,000, $.01 par value, shares of common stock in series and classes.  The number of shares authorized for each of the Company’s series and classes discussed is set forth in the table below.

 

Series/Class of Common Stock

 

Number of Authorized Shares

 

 

 

 

 

Frontier Timpani Small Cap Growth Fund

 

 

 

Institutional Class

 

50,000,000

 

Service Class

 

50,000,000

 

Class Y

 

50,000,000

 

 

 

 

 

Frontier Phocas Small Cap Value Fund

 

 

 

Institutional Class

 

100,000,000

 

Service Class

 

50,000,000

 

 

 

 

 

Frontier MFG Core Infrastructure Fund

 

 

 

Institutional Class

 

50,000,000

 

Service Class

 

50,000,000

 

 

 

 

 

Frontier MFG Global Equity Fund

 

 

 

Institutional Class

 

100,000,000

 

Service Class

 

50,000,000

 

 

 

 

 

Frontier MFG Global Plus Fund

 

 

 

Institutional Class

 

100,000,000

 

Service Class

 

50,000,000

 

Class Y

 

50,000,000

 

 

 

 

 

Frontier MFG Select Infrastructure Fund

 

 

 

Institutional Class

 

50,000,000

 

Service Class

 

50,000,000

 

 

 

 

 

Frontier MFG Global Sustainable Fund

 

 

 

Institutional Class

 

50,000,000

 

Service Class

 

50,000,000

 

 

The assets belonging to each series are held separately by the custodian, U.S. Bank, N.A., and if the Company issues additional series, each additional series will be held separately.  In effect, each series will be a separate fund.  However, there is a risk, generally considered remote, that one series of the Company could be liable for the liabilities of one or more other series of the Company.

 

B-3


 

Each share of common stock, irrespective of series or class, is entitled to one vote on all questions, except that certain matters must be voted on separately by the series or class of shares affected, and matters affecting only one series or class are voted upon only by that series or class.  Shares have non-cumulative voting rights.  Each share of common stock is entitled to participate in distributions of investment company taxable income and net capital gain as determined by the Board.  Each share of common stock is entitled to the residual assets of the respective series in the event of liquidation.  Shares have no preemption, conversion or subscription rights.

 

FUND POLICIES:  FUNDAMENTAL AND NON-FUNDAMENTAL

 

The investment objective of the MFG Global Sustainable Fund is to seek attractive risk-adjusted returns over the medium- to long-term while reducing the risk of permanent capital loss.  The Fund’s investment objective may be changed without shareholder approval.

 

The following is a complete list of the Fund’s fundamental investment limitations that cannot be changed without shareholder approval, which requires the approval of a majority of the Fund’s outstanding voting securities.  As used herein, a “majority of the Fund’s outstanding voting securities” means the lesser of (i) 67% of the shares of common stock of the Fund represented at a meeting at which more than 50% of the outstanding shares are present, or (ii) more than 50% of the outstanding shares of common stock of the Fund.

 

The Fund:

 

1.                          May (i) borrow money from banks and (ii) make other investments or engage in other transactions permissible under the Investment Company Act of 1940, as amended (the “1940 Act”), which may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33-1/3% of the value of the Fund’s total assets (including the amount borrowed), less the Fund’s liabilities (other than borrowings).  The Fund may also borrow money from other Frontier Funds or other persons to the extent permitted by applicable law.

 

2.                          May not issue senior securities, except as permitted under the 1940 Act.

 

3.                          May not act as an underwriter of another issuer’s securities, except to the extent the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the purchase and sale of portfolio securities.

 

4.                          May not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this limitation shall not prevent the Fund from purchasing or selling options, futures contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).

 

5.                          May not make loans if, as a result, more than 33-1/3% of the Fund’s total assets would be lent to other persons, except through (i) purchases of debt securities or other debt instruments or (ii) engaging in repurchase agreements.

 

6.                          May not purchase the securities of any issuer if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of issuers, the principal business activities of which are in the same industry.

 

B-4


 

7.                          May not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this limitation shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).

 

8.                          May, notwithstanding any other fundamental investment policy or restriction, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and restrictions as the Fund.

 

With respect to the Fundamental Investment Limitation No. 1, “applicable law” refers to the 1940 Act and the regulations adopted thereunder.

 

With the exception of the investment restriction set out in item 1 above, if a percentage restriction is adhered to at the time of investment, a later increase in percentage resulting from a change in market value of the investment or the total assets will not constitute a violation of that restriction.

 

The following are the Fund’s non-fundamental operating policies which may be changed by the Board without shareholder approval.

 

The Fund may not:

 

1.                          Sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short or unless it covers such short sale as required by the current rules and positions of the Securities and Exchange Commission (the “SEC”) or its staff, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.

 

2.                          Purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin deposits in connection with futures contracts, options on futures contracts, or other derivative instruments shall not constitute purchasing securities on margin.

 

3.                          Invest in illiquid securities if, as a result of such investment, more than 15% of its net assets would be invested in illiquid securities, or such other amounts as may be permitted under the 1940 Act.

 

4.                          Purchase securities of other investment companies except in compliance with the 1940 Act.

 

5.                          Invest all of its assets in the securities of a single open-end investment management company with substantially the same fundamental investment objective, restrictions and policies as the Fund.

 

6.                          Engage in futures or options on futures transactions, except in accordance with Rule 4.5 under the Commodity Exchange Act (the “CEA”).

 

7.                          Borrow money, except (i) from banks or (ii) through reverse repurchase agreements or mortgage dollar rolls, and will not purchase securities when bank borrowings exceed 5% of its total assets.

 

B-5


 

8.                          Make any loans other than loans of portfolio securities, except through (i) purchases of debt securities or other debt instruments, or (ii) engaging in repurchase agreements.

 

9.                          Make any change in its investment policy of investing a minimum percentage of its net assets in the investments suggested by the Fund’s name without first providing shareholders of the Fund with at least 60 days’ notice.

 

10.                   Borrow money from other Frontier Funds unless it has received an exemptive order from the SEC permitting such practice.

 

With respect to non-fundamental operating policy item 3 above, on or about December 1, 2018, in connection with the implementation of new SEC Rule 22e-4, this 15% limitation shall apply to illiquid investments that are “assets” (i.e., investments that have positive values).  [To be updated]

 

With the exception of the policy set out in item 3 above, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in market value of the investment or the total assets will not constitute a violation of that restriction.

 

INVESTMENT POLICIES AND TECHNIQUES

 

The following information supplements the discussion of the Fund’s principal investment strategies, policies and techniques that are described in the Prospectus and also provides information about investment strategies that are not principal strategies.

 

Global Market Conditions

 

U.S. and international markets have experienced volatility in recent years.  Global economies and financial markets are increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region.

 

Convertible Securities

 

As a non-principal investment strategy, the Fund may invest in convertible securities, which are debt obligations convertible into or exchangeable for equity securities or debt obligations that carry with them the right to acquire equity securities, as evidenced by warrants attached to such securities, or acquired as part of units of the securities.

 

Rights

 

As a non-principal investment strategy, the Fund may invest in rights.  A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of a new issue of common stock before it is issued.  Rights normally have a short life, usually two to four weeks, are freely transferable and entitle the holder to buy the new common stock at a lower price than the public offering price.  Rights may entail greater risks than certain other types of investments.  Generally, rights do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer.  In addition, their value does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date.  If the market price of the underlying stock does not exceed the exercise price during the life of the right, the right will expire worthless.

 

B-6


 

Swap Agreements

 

As a non-fundamental investment strategy, the Fund may enter into swap agreements.  Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments.  The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount” i.e., the agreed upon basis for calculating the obligations that the parties to the swap agreement have agreed to exchange.

 

Typically, swap agreements to be entered into by the Fund calculate the obligations of the parties to the agreement on a “net basis.”  Consequently, the Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”).  Payments may be made at the conclusion of a swap agreement or periodically during its term.

 

Swap agreements do not involve the delivery of securities or other underlying assets.  Accordingly, if a swap is entered into on a net basis, if the other party to a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any.

 

The net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to a swap agreement entered into on a net basis will be accrued daily and an amount of cash or liquid asset having an aggregate net asset value at least equal to the accrued excess will be maintained in an account with the Fund’s custodian that satisfies the 1940 Act.  The Fund will also establish and maintain such accounts with respect to its total obligations under any swaps that are not entered into on a net basis.  Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of the Fund’s investment restriction concerning senior securities.

 

Because they are two-party contracts and may have terms of greater than seven days, swap agreements may be considered to be illiquid for the Fund’s illiquid investment limitations.  The Fund will not enter into any swap agreement unless MFG Asset Management believes that the other party to the transaction is creditworthy.  The Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of the counterparty to a swap agreement.

 

The Fund may enter into a swap agreement in circumstances where MFG Asset Management is unable to purchase the underlying securities.  The counterparty to any swap agreement will typically be a bank, investment banking firm or broker/dealer.  The counterparty will generally agree to pay the Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks, plus the dividends that would have been received on those stocks.  The Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such stocks.  Therefore, the return to the Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount.

 

B-7


 

The Fund expects to limit its investments in swap agreements to equity swaps.  The Fund may enter into equity swaps to invest in a market without owning or taking physical custody of securities in various circumstances, including circumstances where direct investment in securities is restricted for legal reasons or is otherwise impracticable.  The terms of an equity swap generally are privately negotiated by MFG Asset Management and the swap counterparty.  Equity swaps are subject to counterparty credit risk.  An equity swap could result in losses if the underlying stock does not perform as anticipated.  If the counterparty fails to meet its obligations, the Fund could sustain significant losses.

 

Concentration

 

The Fund has adopted a fundamental investment policy that prohibits the Fund from investing more than 25% of its assets in the securities of companies the principal business activities of which are in the same industry.  This policy does not apply to securities in which the Fund may invest that are issued by other investment companies, or to securities issued or guaranteed by the U.S. government, any state or territory of the U.S., its agencies, instrumentalities, or political subdivisions.  For purposes of this policy, Frontegra Asset Management, Inc. (“Frontegra” or the “Adviser”), in consultation with  Magellan Asset Management Limited doing business as MFG Asset Management (“MFG Asset Management”), the subadviser to the Fund, determines the industry classifications of the Fund’s investments using industry data obtained from third-party statistical organizations.  In the absence of such a classification for a particular issuer, MFG Asset Management may provide an industry classification.  Alternately, MFG Asset Management or the Adviser may classify a particular issuer in good faith based on its own analysis of the economic or other relevant characteristics affecting the issuer.

 

Depositary Receipts

 

As a non-principal investment strategy, the Fund may invest in foreign securities by purchasing depositary receipts, including American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”), or other securities convertible into securities or issuers based in foreign countries.  ADRs include American Depository shares.  These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.  Generally, ADRs in registered form are denominated in U.S. dollars and are designed for use in the U.S. securities markets, while GDRs and EDRs, in bearer form, may be denominated in other currencies and are designed for use in non-U.S. securities markets.  ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities.  GDRs and EDRs are receipts with a non-U.S. bank evidencing a similar arrangement.  For purposes of the Fund’s investment policies, ADRs, GDRs and EDRs are deemed to have the same classification as the underlying securities they represent.  Thus, an ADR, GDR or EDR representing ownership of common stock will be treated as common stock.

 

ADR facilities may be established as either “unsponsored” or “sponsored.”  While ADRs issued under these two types of facilities are in some respects similar, there are distinctions between them relating to the rights and obligations of ADR holders and the practices of market participants.  A depositary may establish an unsponsored facility without participation by (or even necessarily the acquiescence of) the issuer of the deposited securities, although typically the depositary requests a letter of non-objection from such issuer prior to the establishment of the facility.  Holders of unsponsored ADRs generally bear all the costs of such facilities.  The depositary usually charges fees upon the deposit and withdrawal of the deposited securities, the conversion of dividends into U.S. dollars, the disposition of non-cash distributions, and the performance of other services.  The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through voting rights to ADR holders in respect of the deposited securities.  Sponsored ADR facilities are created in generally the same manner as unsponsored facilities, except that the issuer of the deposited securities enters into a deposit agreement with the

 

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depositary.  The deposit agreement sets out the rights and responsibilities of the issuer, the depositary and the ADR holders.  With sponsored facilities, the issuer of the deposited securities generally will bear some of the costs relating to the facility (such as dividend payment fees of the depositary), although ADR holders continue to bear certain other costs (such as deposit and withdrawal fees).  Under the terms of most sponsored arrangements, depositaries agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request of the issuer of the deposited securities.

 

Derivatives

 

As a non-principal investment strategy, the Fund may, but is not required to, use derivatives for hedging purposes or, in certain circumstances, in order to enhance the Fund’s return in non-hedging situations.

 

General Description of Hedging Strategies.  As a non-principal investment strategy, the Fund may engage in hedging activities, including options, futures contracts (sometimes referred to as “futures”) and options on futures contracts to attempt to hedge the Fund’s holdings.

 

Hedging instruments on securities generally are used to hedge against price movements in one or more particular securities positions that the Fund owns or intends to acquire.  Hedging instruments on stock indices, in contrast, generally are used to hedge against price movements in broad equity market sectors in which the Fund has invested or expects to invest.  The use of hedging instruments is subject to applicable regulations of the SEC, the several options and futures exchanges upon which they are traded, the Commodity Futures Trading Commission (the “CFTC”) and various state regulatory authorities.  In addition, the Fund’s ability to use hedging instruments will be limited by tax considerations.

 

Except as set forth below, the Fund’s commodities transactions must be made solely for bona fide hedging purposes as defined by the Commodities Futures Trading Commission.  The Fund may invest in commodity interests for other than bona fide hedging purposes if it meets either the 5% trading de minimis test (the “5% Test”) or a test based on the net notional value of the Fund’s commodities transactions (the “Notional Test”).  Under the 5% Test, the aggregate initial margin and premiums required to establish positions in commodity futures, commodity options or swaps may not exceed 5% of the Fund’s net asset value.  Under the Notional Test, the aggregate net notional value of commodity futures, commodity options or swaps not used solely for bona fide hedging purposes may not exceed 100% of the Fund’s net asset value.  The Company has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” in accordance with Section 4.5 of the regulations under the CEA and, therefore, is not subject to registration or regulation as a commodity pool operator under the CEA.

 

Asset Coverage for Futures and Options Positions.  The Fund will comply with the regulatory requirements of the SEC and the CFTC with respect to coverage of options and futures positions by registered investment companies.  In connection with futures or options transactions, unless the transactions are covered in accordance with SEC positions, the Fund will maintain a segregated account with its custodian consisting of cash or liquid securities equal to the entire amount at risk (less margin deposits) on a continuous basis.  Securities held in a segregated account cannot be sold while the futures or options position is outstanding, unless replaced with other permissible assets, and will be marked-to-market daily.

 

Stock Index Options.  As a non-principal investment strategy, the Fund may (i) purchase stock index options for any purpose, (ii) sell stock index options in order to close out existing positions, and/or (iii) write covered options on stock indexes for hedging purposes.  Stock index options are put and call options on various stock indexes. 

 

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In most respects, they are identical to listed options on common stocks.  The primary difference between stock options and index options occurs when index options are exercised.  In the case of stock options, the underlying security, common stock, is delivered.  However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the index.  The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.  This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple.

 

A stock index fluctuates with changes in the market values of the stocks included in the index.  For example, some stock index options are based on a broad market index, such as the S&P 500 or the Value Line Composite Index or a narrower market index, such as the S&P 100.  Indexes may also be based on an industry or market segment, such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index.  Options on stock indexes are currently traded on the following exchanges:  the Chicago Board of Options Exchange, the New York Stock Exchange (“NYSE”), the American Stock Exchange, the Pacific Stock Exchange and the Philadelphia Stock Exchange.

 

The Fund’s use of stock index options is subject to certain risks.  Successful use by the Fund of options on stock indexes will be subject to the ability of MFG Asset Management to correctly predict movements in the stock market.  This requires different skills and techniques than predicting changes in the prices of individual securities.  In addition, the Fund’s ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation of or during a market decline through transactions in put options on stock indexes, depends on the degree to which price movements in the underlying index correlate with the price movements of the securities held by the Fund.  Inasmuch as the Fund’s securities will not duplicate the components of an index, the correlation will not be perfect.  Consequently, the Fund will bear the risk that the prices of its securities being hedged will not move in the same amount as the prices of its put options on the stock indexes.  It is also possible that there may be a negative correlation between the index and the Fund’s securities which would result in a loss on both such securities and the options on stock indexes acquired by the Fund.

 

The hours of trading for options may not conform to the hours during which the underlying securities are traded.  To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets.  The purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.  The purchase of stock index options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the stock index on which the option is based.

 

Certain Considerations Regarding Options.  There is no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange or elsewhere may exist.  If the Fund is unable to close out a call option on securities that it has written before the option is exercised, the Fund may be required to purchase the optioned securities in order to satisfy its obligation under the option to deliver such securities.  If the Fund is unable to effect a closing sale transaction with respect to options on securities that it has purchased, it would have to exercise the option in order to realize any profit and would incur transaction costs upon the purchase and sale of the underlying securities.

 

The writing and purchasing of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

 

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Imperfect correlation between the options and securities markets may detract from the effectiveness of attempted hedging.  Options transactions may result in significantly higher transaction costs and portfolio turnover for the Fund.

 

Futures Contracts.  As a non-principal investment strategy, the Fund may enter into futures contracts (hereinafter referred to as “Futures” or “Futures Contracts”), including index Futures as a hedge against movements in the equity and bond markets, in order to establish more definitely the effective return on securities held or intended to be acquired by the Fund or for other purposes permissible under the CEA.  The Fund’s hedging may include sales of Futures as an offset against the effect of expected declines in stock or bond prices and purchases of Futures as an offset against the effect of expected increases in stock or bond prices.  The Fund will not enter into Futures Contracts that are prohibited under the CEA and will, to the extent required by regulatory authorities, enter only into Futures Contracts that are traded on national futures exchanges and are standardized as to maturity date and underlying financial instrument.  The principal interest rate Futures exchanges in the United States are the Board of Trade of the City of Chicago and the Chicago Mercantile Exchange.  Futures exchanges and trading are regulated under the CEA by the CFTC.

 

An index Futures Contract is an agreement pursuant to which the parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index Futures Contract was originally written.  Transaction costs are incurred when a Futures Contract is bought or sold and margin deposits must be maintained.  A Futures Contract may be satisfied by delivery or purchase, as the case may be, of the instrument or by payment of the change in the cash value of the index.  More commonly, Futures Contracts are closed out prior to delivery by entering into an offsetting transaction in a matching Futures Contract.  Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made.  If the offsetting purchase price is less than the original sale price, a gain will be realized; if it is more, a loss will be realized.  Conversely, if the offsetting sale price is more than the original purchase price, a gain will be realized; if it is less, a loss will be realized.  The transaction costs must also be included in these calculations.  There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time.  If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the Futures Contract.

 

Margin is the amount of funds that must be deposited by the Fund with its custodian in a segregated account in the name of the futures commission merchant in order to initiate Futures trading and to maintain the Fund’s open positions in Futures Contracts.  A margin deposit serves as a down payment on the underlying asset and is intended to ensure the Fund meets its obligations with respect to the Futures Contract.  The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time by the exchange during the term of the Futures Contract.  Futures Contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the Futures Contract being traded.

 

If the price of an open Futures Contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the Futures Contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin.  However, if the value of a position increases because of favorable price changes in the Futures Contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.  In computing daily net asset value, the Fund will mark to market the current value of its open Futures Contracts.  The Fund expects to earn interest income on their margin deposits.

 

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Because of the low margin deposits required, Futures trading involves an extremely high degree of leverage.  As a result, a relatively small price movement in a Futures Contract may result in immediate and substantial loss, as well as gain, to the investor.  For example, if at the time of purchase, 10% of the value of the Futures Contract is deposited as margin, a subsequent 10% decrease in the value of the Futures Contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out.  A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the Futures Contract were closed out.  Thus, a purchase or sale of a Futures Contract may result in losses in excess of the amount initially invested in the Futures Contract.  However, the Fund would presumably have sustained comparable losses if, instead of the Futures Contract, it had invested in the underlying financial instrument and sold it after the decline.

 

Most United States Futures exchanges limit the amount of fluctuation permitted in Futures Contract prices during a single trading day.  The daily limit establishes the maximum amount that the price of a Futures Contract may vary either up or down from the previous day’s settlement price at the end of a trading session.  Once the daily limit has been reached in a particular type of Futures Contract, no trades may be made on that day at a price beyond that limit.  The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions.  Futures Contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of Futures positions and subjecting some Futures traders to substantial losses.

 

There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a Futures position.  The Fund would continue to be required to meet margin requirements until the position is closed, possibly resulting in a decline in the Fund’s net asset value.  In addition, many of the contracts are relatively new instruments without a significant trading history.  As a result, there can be no assurance that an active secondary market will develop or continue to exist.

 

A public market exists in Futures Contracts covering a number of indexes, including, but not limited to, the S&P 500 Index, the S&P 100 Index, the NASDAQ 100 Index, the Value Line Composite Index and the NYSE Composite Index.

 

Foreign Currency - Related Derivative Strategies - Special Considerations.  As a principal investment strategy, the Fund may purchase and sell foreign currency on a spot basis, and may use currency-related derivative instruments such as futures on foreign currencies, options on futures on foreign currencies and forward currency contracts (i.e., an obligation to purchase or sell a specific currency at a specified future date, which may be any fixed number of days from the contract date agreed upon by the parties, at a price set at the time the contract is entered into).  The Fund may use these instruments for hedging or any other lawful purpose consistent with its investment objective, including transaction hedging, anticipatory hedging, cross hedging, proxy hedging and position hedging.  The Fund’s use of currency-related derivative instruments will be directly related to the Fund’s current or anticipated portfolio securities, and the Fund may engage in transactions in currency-related derivative instruments as a means to protect against some or all of the effects of adverse changes in foreign currency exchange rates on its portfolio investments.  In general, if the currency in which a portfolio investment is denominated appreciates against the U.S. dollar, the dollar value of the security will increase.  Conversely, a decline in the exchange rate of the currency would adversely affect the value of the portfolio investment expressed in U.S. dollars.

 

For example, the Fund might use currency-related derivative instruments to “lock in” a U.S. dollar price for a portfolio investment, thereby enabling the Fund to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received. 

 

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The Fund also might use currency-related derivative instruments when MFG Asset Management believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, and it may use currency-related derivative instruments to sell or buy the amount of the former foreign currency, approximating the value of some or all of the Fund’s portfolio securities denominated in such foreign currency.  Alternatively, where appropriate, the Fund may use currency-related derivative instruments to hedge all or part of its foreign currency exposure through the use of a basket of currencies or a proxy currency where such currency or currencies act as an effective proxy for other currencies.  The use of this basket hedging technique may be more efficient and economical than using separate currency-related derivative instruments for each currency exposure held by the Fund.  Furthermore, currency-related derivative instruments may be used for short hedges — for example, the Fund may sell a forward currency contract to lock in the U.S. dollar equivalent of the proceeds from the anticipated sale of a security denominated in a foreign currency.

 

In addition, the Fund may use a currency-related derivative instrument to shift exposure to foreign currency fluctuations from one foreign country to another foreign country where it’s anticipated that the foreign currency exposure purchased will appreciate relative to the U.S. dollar and thus better protect the Fund against the expected decline in the foreign currency exposure sold.  For example, if the Fund owns securities denominated in a foreign currency and it is anticipated that the currency will decline, it might enter into a forward contract to sell an appropriate amount of the first foreign currency, with payment to be made in a second foreign currency that would better protect the Fund against the decline in the first security than would a U.S. dollar exposure.  Hedging transactions that use two foreign currencies are sometimes referred to as “cross hedges.”  The effective use of currency-related derivative instruments by the Fund in a cross hedge is dependent upon a correlation between price movements of the two currency instruments and the underlying security involved, and the use of two currencies magnifies the risk that movements in the price of one instrument may not correlate or may correlate unfavorably with the foreign currency being hedged.  Such a lack of correlation might occur due to factors unrelated to the value of the currency instruments used or investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded.

 

The Fund also might seek to hedge against changes in the value of a particular currency when no hedging instruments on that currency are available or such hedging instruments are more expensive than certain other hedging instruments.  In such cases, the Fund may hedge against price movements in that currency by entering into transactions using currency-related derivative instruments on another foreign currency or a basket of currencies, the values of which are believed to have a high degree of positive correlation to the value of the currency being hedged.  The risk that movements in the price of the hedging instrument will not correlate perfectly with movements in the price of the currency being hedged is magnified when this strategy is used.

 

The use of currency-related derivative instruments by the Fund involves a number of risks.  The value of currency-related derivative instruments depends on the value of the underlying currency relative to the U.S. dollar.  Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of such derivative instruments, the Fund could be disadvantaged by having to deal in the odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots (generally consisting of transactions of greater than $1 million).

 

There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis.  Quotation information generally is representative of very large transactions in the interbank market and thus might not reflect odd-lot transactions where rates might be less favorable.  The interbank market in foreign currencies is a global, round-the-clock market.  To the extent the U.S. options or futures markets are closed while the markets for the underlying currencies remain open, significant price and rate movements might take place in the underlying markets that cannot be reflected in the markets for the derivative instruments until they re-open.

 

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Settlement of transactions in currency-related derivative instruments might be required to take place within the country issuing the underlying currency.  Thus, the Fund might be required to accept or make delivery of the underlying foreign currency in accordance with any U.S. or foreign regulations regarding the maintenance of foreign banking arrangements by U.S. residents and might be required to pay any fees, taxes and charges associated with such delivery assessed in the issuing country.

 

When the Fund engages in a transaction in a currency-related derivative instrument, it relies on the counterparty to make or take delivery of the underlying currency at the maturity of the contract or otherwise complete the contract.  In other words, the Fund will be subject to the risk that a loss may be sustained by the Fund as a result of the failure of the counterparty to comply with the terms of the transaction.  The counterparty risk for exchange-traded instruments is generally less than for privately-negotiated or OTC currency instruments, since generally a clearing agency, which is the issuer or counterparty to each instrument, provides a guarantee of performance.  For privately-negotiated instruments, there is no similar clearing agency guarantee.  In all transactions, the Fund will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the transaction and possibly other losses to the Fund.  The Fund will enter into transactions in currency-related derivative instruments only with counterparties that are reasonably believed to be capable of performing under the contract.

 

When required by the SEC guidelines, the Fund will set aside permissible liquid assets in segregated accounts or otherwise cover its potential obligations under currency-related derivative instruments.  To the extent the Fund’s assets are so set aside, they cannot be sold while the corresponding currency position is open, unless they are replaced with similar assets.  As a result, if a large portion of the Fund’s assets are so set aside, this could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.

 

The Fund’s dealing in currency-related derivative instruments will generally be limited to the transactions described above.  However, the Fund reserves the right to use currency-related derivative instruments for different purposes and under different circumstances.  It also should be realized that use of these instruments does not eliminate, or protect against, price movements in the Fund’s securities that are attributable to other (i.e., non-currency related) causes.  Moreover, while the use of currency-related derivative instruments may reduce the risk of loss due to a decline in the value of a hedged currency, at the same time the use of these instruments tends to limit any potential gain which may result from an increase in the value of that currency.

 

Federal Income Tax Treatment of Futures and Foreign Currency Transactions.  The Fund’s investment in Section 1256 contracts, such as regulated futures contracts, most foreign currency forward contracts traded in the interbank market and options on most stock indices, are subject to special federal income tax rules.  All Section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its fair market value at the end of the taxable year.  The resulting gain or loss will be combined with any gain or loss realized by the Fund from positions in Section 1256 contracts closed during the taxable year.  Provided such positions were held as capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by the Fund.

 

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Exchange-Traded Funds and Other Investment Companies

 

As a non-principal investment strategy, the Fund may invest in securities issued by exchange traded funds (“ETFs”) and other investment companies within the limits prescribed by the 1940 Act in furtherance of its investment objective and principal strategies.  With certain exceptions, Section 12(d)(1) of the 1940 Act precludes the Fund from acquiring (i) more than 3% of the total outstanding shares of another investment company; (ii) shares of another investment company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) shares of another registered investment company and all other investment companies having an aggregate value in excess of 10% of the value of the total assets of the Fund.  The Fund may invest in money market mutual funds or securities of other investment companies investing in short-term debt securities as a temporary strategy, pending reinvestment or when attractive equity investments are unavailable.  The Fund may invest its assets in ETFs that hold international equities, including the securities of one or more emerging market companies.  The Fund may also purchase ETFs that invest in companies that have particular market capitalizations, that are in specific industries and economic sectors and that comprise various equity indices.  The Fund may also purchase ETFs that make investments linked to alternative asset classes and related indices, such as commodities, currencies, real estate, hedging strategies and private equity.  The Fund may acquire ETFs as a means of investing cash temporarily in instruments that may generate returns comparable to the Fund’s benchmark index.  As an owner of an ETF, mutual fund or another investment company, the Fund bears, along with other shareholders, a pro-rata portion of the other investment company’s expenses, including advisory fees, and such fees and other expenses will be borne indirectly by the Fund’s shareholders.  These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations.

 

Foreign Investment Companies

 

As a non-principal investment strategy, the Fund may invest in foreign investment companies.  Some of the securities in which the Fund invests may be located in countries that may not permit direct investment by outside investors.  Investments in such securities may only be permitted through foreign government-approved or -authorized investment vehicles, which may include other investment companies.  Investing through such vehicles may involve frequent or layered fees or expenses and may also be subject to limitation under the 1940 Act.  Under the 1940 Act, the Fund may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company as long as the investment does not represent more than 3% of the voting stock of the acquired investment company.

 

Foreign Securities and Currencies

 

As a principal investment strategy, the Fund will invest directly in securities of non-U.S. companies as part of its principal investment strategy.  The Fund defines non-U.S. companies as companies that are organized under the laws of a foreign country; whose principal trading market is in a foreign country; or that derive a significant portion of their revenue from businesses, investments or sales outside the United States.  For purposes of the revenue component of this definition, the Fund’s subadviser, MFG Asset Management, determines revenue as revenue from business, investments or sales outside the United States, each as derived from sources such as company filings, third party data and other inputs deemed reliable and appropriate.

 

Investments in securities of foreign issuers involve risks which are in addition to the usual risks inherent in domestic investments.  In many countries there is less publicly available information about issuers than is available in the reports and ratings published about companies in the U.S.  Additionally, foreign companies are not subject to uniform accounting, auditing and financial reporting standards as are companies in the U.S. 

 

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Other risks inherent in foreign investment include:  expropriation; confiscatory taxation; capital gains taxes; withholding taxes on dividends and interest; less extensive regulation of foreign brokers, securities markets and issuers; costs incurred in conversions between currencies; the possibility of delays in settlement in foreign securities markets; limitations on the use or transfer of assets (including suspension of the ability to transfer currency from a given country); the difficulty of enforcing obligations in other countries; diplomatic developments; and political or social instability.  Foreign economies may differ favorably or unfavorably from the U.S. economy in various respects, and many foreign securities are less liquid and their prices are more volatile than comparable U.S. securities.  From time to time, foreign securities may be difficult to liquidate rapidly without adverse price effects.  Certain costs attributable to foreign investing, such as custody charges and brokerage costs, are higher than those attributable to domestic investing.

 

In addition, the Fund may purchase and sell foreign currency on a spot basis and may engage in forward currency contracts, currency options and futures transactions for hedging or any other lawful purpose.  Forward currency transactions are over the counter contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract.  Spot foreign exchange transactions are similar but require current, rather than future, settlement.

 

Because most foreign securities are denominated in non-U.S. currencies, the investment performance of the Fund could be affected by changes in foreign currency exchange rates to some extent.  The value of the Fund’s assets denominated in foreign currencies will increase or decrease in response to fluctuations in the value of those foreign currencies relative to the U.S. dollar.  Currency exchange rates can be volatile at times in response to various political and economic conditions.

 

Furthermore, the United States imposes a 30% withholding tax, which is generally non-refundable, on certain payments to “foreign financial institutions” and certain “non-financial foreign entities,” which could therefore affect the Fund’s return on a foreign security that in turn receives payments from the U.S.

 

Illiquid Securities

 

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable) as a non-principal investment strategy.  On or about December 1, 2018, in connection with the implementation of the SEC’s new liquidity risk management rule, the term “illiquid security” will be defined as a security which the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the security.  The Fund will not acquire illiquid securities if, as a result, such securities would comprise more than 15% of the value of the Fund’s net assets.  For purposes of this restriction as of the date of this SAI, illiquid securities include, but are not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities which may only be resold pursuant to Rule 144A under the Securities Act, principal only mortgage-backed securities issued by private issuers and repurchase agreements with maturities in excess of seven days.  Rule 144A securities may be treated as liquid securities if they meet the criteria in the Fund’s liquidity guidelines and related SEC guidance.  The Board has delegated the day-to-day determination of the liquidity of any security to the Adviser and MFG Asset Management.  The Board has directed the Adviser and MFG Asset Management to look to factors including, but not limited to such factors as (i) the frequency of trades and quotes for the security, (ii) the willingness of dealers to undertake to make a market in the security, and (iii) the nature of the market for a security (including the time needed to dispose of the security). On or about December 1, 2018, the Fund will be subject to guidelines set forth in the Company’s liquidity risk management program, which may differ from the guidelines discussed above.  [To be updated]

 

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Initial Public Offerings

 

The Fund may purchase stock in an initial public offering (“IPO”) as a non-principal investment strategy.  An IPO is a company’s first offering of stock to the public, typically to raise additional capital.  Shares are given a market value reflecting expectations for the company’s future growth.  The market for these securities may be more volatile and entail greater risk of loss than investments in larger companies due to the absence of a prior public market, unseasoned trading, a limited number of shares available for trading, lack of information about the issuer and limited operating history.  The purchase of IPO shares may involve high transaction costs.  Because of the price volatility of IPO shares, the Fund may choose to hold IPO shares for a very short period of time.  This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs.  In addition, the Adviser or MFG Asset Management cannot guarantee continued access to IPOs.

 

Investment Grade Debt Obligations

 

As a non-principal investment strategy, the Fund may invest in investment grade debt obligations, which include:  (i) U.S. government securities; (ii) commercial paper rated in one of the three highest rating categories (e.g., A-3 or higher by S&P); (iii) short-term notes rated in one of the three highest rating categories (e.g., A-3 or higher by S&P); (iv) bonds rated in one of the four highest rating categories (e.g., BBB or higher by S&P); and (v) unrated securities determined by a subadviser to be of comparable quality.  Investment grade securities are generally believed to have relatively low degrees of credit risk.  However, certain investment grade securities may have some speculative characteristics because their issuers’ capacity for repayment may be more vulnerable to adverse economic conditions or changing circumstances than that of higher-rated issuers.

 

Lending of Portfolio Securities

 

The Fund is authorized to lend up to 33 1/3% of its total assets to broker-dealers or institutional investors, but only when the borrower maintains with the Fund’s custodian bank collateral either in cash or money market instruments in an amount at least equal to the market value of the securities loaned, plus accrued interest and dividends, determined on a daily basis and adjusted accordingly.  However, the Fund does not presently intend to engage in such lending.  In determining whether to lend securities to a particular broker-dealer or institutional investor, the portfolio manager will consider, and during the period of the loan will monitor, all relevant facts and circumstances, including the creditworthiness of the borrower.  The Fund will retain authority to terminate any loans at any time.  The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or money market instruments held as collateral to the borrower or placing broker.  The Fund will receive reasonable interest on the loan or a flat fee from the borrower and amounts equivalent to any dividends, interest or other distributions on the securities loaned.  The Fund will retain record ownership of loaned securities to exercise beneficial rights, such as voting and subscription rights and rights to dividends, interest or other distributions, when retaining such rights is considered to be in the Fund’s interest.  Payments in lieu of dividends received by the Fund on the loaned securities are not treated as “qualified dividend income” for tax purposes.

 

Line of Credit

 

The Fund may borrow money from banks to the extent allowed (as described above under “Fund Policies:  Fundamental and Non-Fundamental”) to meet shareholder redemptions.  The Fund may enter into a line of credit with a bank in order to provide short-term financing, if necessary, in connection with shareholder redemptions.

 

B-17


 

Preferred Stocks

 

As a non-principal investment strategy, the Fund may invest in preferred stocks, which are securities that represent an ownership interest in a corporation and that give the owner a prior claim over common stock on the company’s earnings or assets.

 

Real Estate Investment Trusts (“REITs”)

 

As a non-principal investment strategy, the Fund may invest in REITs.  Equity REITs invest primarily in real property and earn rental income from leasing those properties.  They also may realize gains or losses from the sale of properties.  Equity REITs generally exercise some degree of control over the operational aspects of their real estate investments, lease terms and property maintenance and repair.  Mortgage REITs invest primarily in mortgages and similar real estate interests and receive interest payments from the owners of the mortgaged properties and are paid interest by the owners of the financed properties.  Hybrid REITs invest both in real property and in mortgages.  A REIT generally is not taxed on income distributed to its shareholders if it complies with certain federal income tax requirements relating primarily to its organization, ownership, assets and income and, further, if it distributes at least 90% its taxable income to its shareholders each year.  Consequently, REITs tend to focus on income-producing real estate investments.

 

The Fund’s investments in REITs may be adversely affected by deteriorations of the real estate rental market, in the case of REITs that primarily own real estate, or by deteriorations in the creditworthiness of property owners and changes in interest rates in the case of REITs that primarily hold mortgages.  Equity and mortgage REITs also are dependent upon specialized management skills, may not be diversified in their holdings and are subject to the risks of financing projects.  REITs also may be subject to heavy cash flow dependency, defaults by borrowers and self-liquidation.  Under certain circumstances, a REIT may fail to qualify for the special tax treatment available to REITs, which would subject the REIT to federal income taxes at the REIT level and adversely affect the value of its securities.

 

In general, qualified REIT dividends that an investor receives directly from a REIT are automatically eligible for the 20% qualified business income deduction. At this time, REIT dividends that an investor effectively receives indirectly through a regulated investment company that owns interests in a REIT do not qualify for the 20% qualified business income deduction. As a result, it may be less advantageous for an investor to hold interests in a REIT indirectly through a regulated investment company than it would be for the taxpayer to directly invest in the underlying REIT.

 

Repurchase Agreements

 

As a non-principal investment strategy, the Fund may enter into repurchase agreements with certain banks or non-bank dealers.  In a repurchase agreement, the Fund buys a security at one price, and at the time of sale, the seller agrees to repurchase the obligation at a mutually agreed upon time and price (usually within seven days).  The repurchase agreement, thereby, determines the yield during the purchaser’s holding period, while the seller’s obligation to repurchase is secured by the value of the underlying security.  The Adviser or MFG Asset Management, as applicable, will monitor, on an ongoing basis, the value of the underlying securities to ensure that the value always equals or exceeds the repurchase price plus accrued interest.  Repurchase agreements could involve certain risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities.  Although no definitive creditworthiness criteria are used, the portfolio manager reviews the creditworthiness of the banks and non-bank dealers with which the Fund enters into repurchase agreements to evaluate those risks. 

 

B-18


 

The Fund may, under certain circumstances, deem repurchase agreements collateralized by U.S. government securities to be investments in U.S. government securities.

 

Restricted Securities

 

Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act.  Where registration is required, the Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell a security and the time the Fund may be permitted to sell a security under an effective registration statement.  If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than that which prevailed when it decided to sell.  Restricted securities will be priced at fair value as determined in good faith in accordance with methodologies approved by the Board.

 

Portfolio Turnover

 

The Fund’s portfolio investments may be sold for a variety of reasons, such as a more favorable investment opportunity, market conditions or other factors.  A high rate of portfolio turnover (over 100%) may involve correspondingly greater transaction costs to the Fund and its shareholders.  High portfolio turnover may result in the realization of capital gains, including short-term capital gains, taxable to shareholders at ordinary income rates.

 

DIRECTORS AND OFFICERS

 

Under the laws of the State of Maryland, the Board is responsible for managing the Company’s business and affairs.  The Board also oversees duties required by applicable state and federal law.

 

The directors and officers of the Company, together with information as to their principal business occupations during the last five years and other information, are shown below.  William D. Forsyth III (indicated with an asterisk*) is deemed to be an “interested person” of the Fund, as defined in the 1940 Act, due to his positions with Frontegra and Frontegra Strategies, LLC.  The information in the table is as of the date of this SAI.

 

Independent Directors

 

Name, Address and
Year of Birth

 

Position(s)
Held with
Company

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Funds in
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director

 

 

 

 

 

 

 

 

 

 

 

David L. Heald
400 Skokie Boulevard
Suite 500
Northbrook, Illinois 60062
Year of Birth: 1943

 

Lead Independent Director; Chair, Audit Committee

 

Indefinite; since June 1996

 

Mr. Heald previously served as a principal and a director of Consulting Fiduciaries, Inc. (“CFI”) from 1994 to 2011 when he retired. CFI was a registered investment adviser that provided professional, independent, fiduciary decision making, consultation and alternative dispute resolution services to ERISA plans, plan sponsors and investment managers. Between April 1994 and August 1994, Mr. Heald engaged in the private practice of law. From August 1992 until April 1994, Mr. Heald was a managing director and the chief administrative officer of Calamos

 

7

 

None

 

B-19


 

Name, Address and
Year of Birth

 

Position(s)
Held with
Company

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Funds in
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Management, Inc., a registered investment adviser specializing in convertible securities, and he served as an officer and director of CFS Investment Trust, a registered investment company comprised of four series. From January 1990 until August 1992, Mr. Heald was a partner in the Chicago based law firm of Gardner, Carton & Douglas.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven K. Norgaard
400 Skokie Boulevard
Suite 500
Northbrook, Illinois 60062
Year of Birth: 1964

 

Independent Director

 

Indefinite; since October 2013

 

Mr. Norgaard has been an attorney with Steven K. Norgaard, P.C. since 1994. From 1990 to 1994, he was an attorney at McDermott, Will & Emery.

 

7

 

Boulder Growth & Income Fund, Inc.

 

 

 

 

 

 

 

 

 

 

 

James M. Snyder
400 Skokie Boulevard
Suite 500
Northbrook, Illinois 60062
Year of Birth: 1947

 

Independent Director; Chair, Nominating Committee

 

Indefinite; since May 2002

 

Mr. Snyder is a private investor and chairman of a family foundation. Mr. Snyder served as an investment professional with Northern Trust from June 1969 until his retirement in June 2001. He served in a variety of capacities at Northern Trust, including as Chief Investment Officer, Executive Vice President of Northern Trust and Vice Chairman of Northern Trust Global Investments. Mr. Snyder has earned the right to use the Chartered Financial Analyst (CFA) designation.

 

7

 

IronBridge Funds, Inc. (with oversight of three portfolios)

 

Interested Director and Officers

 

Name, Address and
Year of Birth

 

Position(s)
Held with
Company

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Funds in
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director

 

 

 

 

 

 

 

 

 

 

 

William D. Forsyth III*
Frontier Funds, Inc.
400 Skokie Boulevard
Suite 500
Northbrook, Illinois 60062
Year of Birth: 1963

 

President

 

Elected annually by the Board; since August 2008 (co-president from 1996 – 2008).

 

Mr. Forsyth has served as President of Frontegra since August 2008 and as Treasurer and a Director of Frontegra since May 1996. Mr. Forsyth served as Co-President and Assistant Secretary of Frontegra from May 1996 to August 2008. Mr. Forsyth has served as Executive Chairman of North American Operations, MFG Asset Management, since February 5, 2018. Mr. Forsyth has served as Vice President of Timpani since August 2015. Mr. Forsyth served as President of Timpani from August 2008 to August 2015 and served as Co-President from April 2008 to August 2008. Mr. Forsyth has served as President of Frontegra Strategies, LLC, the principal distributor of the Fund’s shares, since August 2008 and as Co-President from August 2007 to August 2008. From July 1993 until the present, Mr. Forsyth has also served as a Partner and President of Frontier Partners, Inc., a consulting/marketing firm (“Frontier Partners”).

 

7

 

None

 

 

Director

 

 

Secretary

 

Indefinite; since May 1996.

 

Indefinite; since August 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

B-20


 

Name, Address and
Year of Birth

 

Position(s)
Held with
Company

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Funds in
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director

 

 

 

 

 

 

 

 

 

 

 

Elyce D. Dilworth
Frontier Funds, Inc.
400 Skokie Boulevard
Suite 500
Northbrook, Illinois 60062
Year of Birth: 1966

 

Treasurer, Assistant Secretary, Chief Compliance Officer and Anti-Money Laundering Compliance Officer

 

Elected annually by the Board; Treasurer and Assistant Secretary since August 2008; Chief Compliance Officer since January 2008; Anti-Money Laundering Compliance Officer since February 2008.

 

Ms. Dilworth has served as Chief Compliance Officer of Frontegra since January 2008 and as Secretary since August 2008. Ms. Dilworth served as Chief Compliance Officer of Timpani from April 2008 to June 2011 and from September 2014 to February 2015. She served as Chief Financial Officer of Timpani from April 2008 to March 2010. Ms. Dilworth served as Chief Compliance Officer of Frontier from September 2010 to June 2011 and from September 2014 to February 2015. Ms. Dilworth has also served as Chief Compliance Officer of the Distributor since August 2008.

 

N/A

 

N/A

 

Board Leadership Structure

 

Under the laws of the State of Maryland, the Board is responsible for managing the Company’s business and affairs.  The Board also oversees duties required by applicable state and federal law.  The Board exercises its duties of oversight through regular quarterly meetings and special meetings called pursuant to applicable state and federal law.  The Board is responsible for approving all significant agreements between the Company and companies that furnish services to the Company.  Directors are elected and serve until their successors are elected and qualified.

 

The Board is comprised of three independent directors, Mr. Heald, Mr. Norgaard and Mr. Snyder, and one interested director, Mr. Forsyth.  Mr. Heald is the lead independent director.  The Board has not designated a chairman.  As President of the Company, Mr. Forsyth is the presiding officer at all meetings of the Board in the absence of a designated chairman.  As President, Mr. Forsyth serves as Chief Executive Officer of the Company.  In the event the Board was to designate a chairman, the Chairman of the Board would preside at each meeting of the Board and have general supervision of the business of the Company and its officers.  Given the size of the Board and the ability of the independent directors to provide input on meeting agendas, together with the regular executive sessions of the independent directors and the annual Board self-assessment, the Board believes that the current structure is working effectively.  Accordingly, the Board has determined that its leadership structure is appropriate and effective in light of the size of the Company, the nature of its business and industry practices.

 

The Board has two standing committees – an Audit Committee and a Nominating Committee.  Pursuant to its charter, the Audit Committee:  oversees the accounting and financial reporting policies and procedures of the Company and each of its series; oversees the Company’s internal control over financial reporting and disclosure controls and procedures; oversees the quality, objectivity and integrity of the Company’s financial statements and the independent audit thereof; monitors the independent auditor’s qualifications, independence and performance; and is responsible for the appointment, compensation and oversight of the Company’s independent auditor.  The three independent directors – Mr. Heald, Mr. Norgaard and Mr. Snyder – form the Audit Committee.  Mr. Heald is the Chairman of the Audit Committee.  Because the Fund is new, the Audit Committee has not met with respect to the Fund as of the date of this SAI.

 

B-21


 

The Nominating Committee is responsible for selecting and nominating candidates for election to the Board, including identifying, as necessary, new candidates who are qualified to serve as directors of the Company and recommending to the Board the candidates for election to the Board.  The Nominating Committee will consider nominees recommended by shareholders. Shareholders should submit recommendations in writing to the President of the Company.  At a minimum, the recommendation should include biographical information concerning each such proposed nominee, and such recommendation must comply with the notice provisions set forth in the Company’s Bylaws. The Nominating Committee considers various factors in considering director nominees, including but not limited to, a candidate’s independence, business experience and background and financial expertise.  At a minimum, the candidate must display the highest character and integrity and sound business judgment, be free of any conflict of interest, possess substantial and significant experience that would be of value to the Company and have time and availability for meetings and consultation regarding Fund matters.  The Committee is also responsible for reviewing the compensation of the independent directors and implementing the Company’s retirement policy.  The Company’s Bylaws and Committee’s charter provides that directors are generally subject to retirement at age 75, which may be extended at the Board’s discretion in special circumstances.  The three independent directors – Mr. Heald, Mr. Norgaard and Mr. Snyder – form the Nominating Committee.  Mr. Snyder is the Chairman of the Nominating Committee. Because the Fund is new, the Nominating Committee has not met with respect to the Fund as of the date of this SAI.

 

The Board’s role is one of oversight rather than management.  Management of the Fund is overseen by Fund officers, including the President and Chief Compliance Officer (“CCO”), who regularly report to the Board on a variety of matters at meetings of the Board.  The Adviser reports to the Board, on a regular and as-needed basis, on actual and possible risks affecting the Fund and the Company as a whole.  The Adviser and MFG Asset Management report to the CCO and/or the Board on various elements of risk, including investment, credit, liquidity, valuation, operational and compliance risks, as well as any overall business risks that could impact the Fund and the Company.

 

The Board has appointed the CCO who reports directly to the independent directors.  The CCO attends all Board meetings and presents an annual report to the Board in accordance with the Company’s compliance policies and procedures.  The CCO, together with the Company’s President, regularly discuss risk issues affecting the Company during Board meetings.  The CCO also provides updates to the Board on the operation of the Company’s compliance policies and procedures and on how these procedures are designed to mitigate risk.  The CCO also reports to the Board in the event any material risk issues arise in between Board meetings.  Additionally, the Board reviews information reported to the Board or Fund management by the Adviser, MFG Asset Management and service providers to the Frontier Funds regarding various compliance, investment, business and other risk management issues.

 

Director Qualifications

 

The following is a brief discussion of the experience, qualifications, attributes and/or skills that led to the Board’s conclusion that each individual identified below is qualified to serve as a director of the Company.

 

William D. Forsyth III.  Mr. Forsyth has served as a director of the Company since founding the Company in 1996.  He founded Frontegra in 1996 and serves as President.  He also is President of the Distributor and is President and a partner of Frontier Partners, a consulting/marketing firm, established in 1993.  Mr. Forsyth has served as Executive Chairman of North America Operations, MFG Asset Management, since February 5, 2018. 

 

B-22


 

Mr. Forsyth brings significant business, distribution, regulatory and investment experience to the Board, as well as institutional knowledge about Frontegra and the Frontier Funds.

 

David L. Heald.  Mr. Heald has served as a director of the Company since 1996 and as lead independent director since 2011.  Mr. Heald has served as Chair of the Audit Committee since 2009.  Mr. Heald previously served as principal and director of Consulting Fiduciaries, Inc., which was a registered investment adviser.  Prior to this position, Mr. Heald served in different leadership capacities at Calamos Asset Management, Inc., a registered investment adviser, and at CFS Investment Trust, a registered investment company.  He also engaged in the private practice of law for several years.  Mr. Heald brings significant financial, accounting, legal, regulatory and investment experience to the Board, as well as institutional knowledge about the Frontier Funds as the Company’s longest-serving independent director.

 

Steven K. Norgaard.  Mr. Norgaard has served as a director of the Company since 2013.  Mr. Norgaard is an attorney and certified public accountant.  Since 1994, he has been an attorney with the law firm Steven K. Norgaard, P.C.  Prior to starting his own law firm, he was an attorney at McDermott, Will & Emery.  In addition, he serves as an independent director on the Board of Directors of the Boulder Growth & Income Fund, Inc. and currently serves as audit committee chairman.  He has also served on the Board of Directors of ATG Trust Company since 2007 and currently serves as board chairman.  Mr. Norgaard has served on the Board of Directors of Attorneys’ Title Guaranty Fund, Inc. since 2012 and currently serves as the audit committee chairman.  Prior to March 2015, Mr. Norgaard had also served as an independent director of the Boulder Total Return Fund, Inc., the Denali Fund, Inc., and the First Opportunity Fund, Inc., each a closed-end mutual fund, until those funds reorganized into the Boulder Growth & Income Fund, Inc.  Mr. Norgaard brings significant financial, accounting, legal, regulatory and investment experience to the Board, as well as other directorship experience.

 

James M. Snyder.  Mr. Snyder has served as a director of the Company since 2002.  Mr. Snyder has served as Chair of the Nominating Committee since 2013.  Mr. Snyder previously served as an investment professional with Northern Trust for over thirty years, and retired as Executive Vice President and Chief Investment Officer.  Additionally, Mr. Snyder serves as the independent chair on the Board of Directors of another investment company.  Mr. Snyder brings significant financial, business, regulatory and investment experience to the Board, as well as other directorship experience.

 

Board Ownership and Compensation

 

The following table sets forth the dollar range of Fund shares beneficially owned by each director in the Fund and the Frontier family of Funds as of December 31, 2017, stated using the following ranges:  none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000.

 

Name of Director

 

MFG Global
Sustainable Fund

 

Aggregate Dollar
Range of Equity
Securities Beneficially
Owned in Frontier
Family of Funds(2)

 

 

 

 

 

William D. Forsyth III(1)

 

None

 

Over $100,000

 

 

 

 

 

David L. Heald

 

None

 

Over $100,000

 

 

 

 

 

James M. Snyder

 

None

 

Over $100,000

 

B-23


 

Name of Director

 

MFG Global
Sustainable Fund

 

Aggregate Dollar
Range of Equity
Securities Beneficially
Owned in Frontier
Family of Funds(2)

 

 

 

 

 

Steven K. Norgaard

 

None

 

None

 


(1)         This director is deemed an “interested person” as defined in the 1940 Act.

(2)         The Frontier Funds currently consist of seven separate series.  The “Aggregate Dollar Range of Equity Securities Beneficially Owned in the Frontier Family of Funds” includes shares beneficially owned by each director in the Fund and the other series of the Company, which are offered in separate SAIs.

 

As the Fund is new, officers and directors of the Company, as a group, did not own any outstanding shares of the Fund as of the date of this SAI.

 

Directors and officers of the Company who are also officers, directors, employees or shareholders of the Adviser do not receive any remuneration from the Fund for serving as directors or officers.  Accordingly, Mr. Forsyth and Ms. Dilworth do not receive any remuneration from the Fund for their services as director and officer, respectively.  Ms. Dilworth receives compensation from Frontegra for her services as CCO of the Company.  From time to time, the Fund may pay compensation services to an outside consulting firm for compliance-related services in support of Ms. Dilworth’s position as CCO.  Neither the Company nor the Fund maintain any deferred compensation, pension or retirement plans, and no pension or retirement benefits are accrued as Company or Fund expenses.  Because the Fund is new, the following table provides estimates of compensation expected to be paid to Mr. Heald, Mr. Snyder and Mr. Norgaard for their services as directors of the Company for the fiscal year ending June 30, 2019:

 

Name of Director

 

MFG Global
Sustainable Fund

 

Total Compensation
from Fund and Fund
Complex(1)

 

 

 

 

 

 

 

William D. Forsyth III(2)

 

$

0

 

$

0

 

 

 

 

 

 

 

David L. Heald

 

$

4,286

 

$

60,000

(3)

 

 

 

 

 

 

James M. Snyder

 

$

4,286

 

$

60,000

(3)

 

 

 

 

 

 

Steven K. Norgaard

 

$

4,286

 

$

60,000

(3)

 


(1)         The Frontier Funds currently consist of seven separate series.  The “Total Compensation from Fund and Fund Complex” includes compensation paid by the other series of the Company, offered in separate SAIs.

(2)         Mr. Forsyth is deemed an “interested person” as defined in the 1940 Act.

(3)         The independent directors may invest their compensation in shares of the Fund.

 

CODES OF ETHICS

 

The Company, Frontegra, Timpani Capital Management LLC (“Timpani”) (the adviser to another series of the Company offered in a separate SAI), the Distributor and Frontier have adopted a Code of Ethics under Rule 17j-1 of the 1940 Act.  The Code of Ethics governs all employees and other supervised persons of the Company, Frontegra, Timpani, the Distributor and Frontier.  The Code of Ethics is based upon the principle that directors, officers and employees of the Company, Frontegra, Timpani, the Distributor and Frontier have a fiduciary duty to place the interests of clients (including the Fund and its shareholders) above their own. 

 

B-24


 

The Code of Ethics addresses compliance with federal securities laws, gifts and personal trading and reporting.

 

The Code of Ethics permits access persons (as defined in the Code of Ethics) to buy or sell securities for their own accounts, including securities that may be purchased or held by the Fund, subject to certain restrictions.  The Code of Ethics requires access persons to pre-clear most transactions in permitted investments.  It also requires access persons (other than independent directors of the Fund) to report transactions to Frontegra’s and Timpani’s Chief Compliance Officer.  Independent directors are required to report certain transactions to the Fund’s administrator, U.S. Bancorp Fund Services, LLC.  Moreover, access persons (other than independent directors of the Fund) are required, on an annual basis, to disclose all securities holdings to the Chief Compliance Officer.

 

MFG Asset Management has adopted a Code of Ethics and Personal Trading Policy that govern all directors, officers, employees contractors and all other persons who are subject to supervision and control of MFG (collectively, “MFG Supervised Persons”).  The Personal Trading Policy permits MFG Supervised Persons to buy and sell securities for their own accounts subject to certain restrictions.  The Personal Trading Policy requires MFG Supervised Persons to pre-clear all transactions with MFG Asset Management compliance personnel.  In addition, MFG Supervised Persons and other access persons are required to disclose all securities holdings and to submit quarterly transaction reports.

 

PRINCIPAL SHAREHOLDERS

 

As the Fund is new, no persons owned of record or are known by the Company to own of record or beneficially 5% or more of the outstanding shares of the Fund as of the date of this SAI.

 

INVESTMENT ADVISER AND SUBADVISER

 

Investment Adviser

 

Frontegra Asset Management, Inc.

 

Frontegra is the investment adviser to the Fund.  William D. Forsyth III is President of Frontegra and the Company.  Mr. Forsyth is considered a control person of Frontegra due to his position with Frontegra.  See “Directors and Officers” for Mr. Forsyth’s positions with Frontegra and related entities.  As discussed below, Magellan Financial Group Limited (“MFG”), a company listed on the Australian Securities Exchange, and Frontier North America Holdings Inc. (“FNAH”), a majority owned subsidiary of MFG, are control persons of Frontegra.

 

The investment advisory agreement (the “Frontegra Advisory Agreement”) has an initial term of two years from the date of the respective exhibit relating to the Fund and is required to be approved annually by the Board or by vote of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act).  Each annual renewal must also be approved by the separate vote of the Company’s independent directors, cast in person at a meeting called for the purpose of voting on such approval.  The Frontegra Advisory Agreement is terminable without penalty, on 60 days’ written notice by the Board, by vote of a majority of the Fund’s outstanding voting securities or by Frontegra, and will terminate automatically in the event of its assignment.

 

Under the terms of the Frontegra Advisory Agreement, Frontegra supervises the management of the Fund’s investments, subject to the supervision of the Board.  The Frontegra Advisory Agreement also provides that Frontegra is responsible for the due diligence, selection and oversight of subadvisers retained by Frontegra on behalf of the Fund, as well as for the oversight of the performance of the Fund and its subadvisers.

 

B-25


 

At its expense, Frontegra provides office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund.  As compensation for its advisory services under the Frontegra Advisory Agreement, the Fund pays Frontegra, on a monthly basis, an annual management fee of 0.80% of the average daily net assets (“ADNA”) of the Fund.

 

Pursuant to an expense cap agreement between Frontegra and the Company, on behalf of the Fund, Frontegra contractually agreed to waive its management fee and/or reimburse the Fund to ensure that the total operating expenses for the Fund (excluding acquired fund fees and expenses), as a percentage of the ADNA of such Fund, is 0.80% and 0.95% for the Institutional Class and Service Class shares, respectively.

 

The expense cap agreement for the Institutional Class and Service Class shares of the Fund will continue in effect until October 31, 2020, with successive renewal terms of one year unless terminated by Frontegra or the Company prior to any such renewal.  Pursuant to the Frontegra Advisory Agreement, Frontegra can recoup any expenses or fees it has waived or reimbursed within a three-year period, if the expense ratios in those future years are less than the limits specified above and less than the limits in effect at that future time.  However, the Fund is not obligated to pay such waived fees more than three years after the end of the fiscal year in which the fees were waived or expenses were reimbursed.  As discussed in more detail below, MFG Asset Management has agreed to pay or reimburse Frontegra, as applicable, for all reimbursements made by Frontegra under the expense cap agreement.  Under the subadvisory agreement, Frontegra will reimburse the applicable subadviser the same amount it paid or reimbursed Frontegra from any recoupment Frontegra receives under the expense cap agreement.

 

Frontegra Asset Management Inc. – Ownership and Related Companies

 

FNAH owns 100% of the equity interests in Frontegra, Frontier Partners, a marketing/consulting company that provides marketing services to investment advisory firms, including the Fund, MFG Asset Management and Frontegra Strategies, LLC, the Fund’s distributor (the “Distributor,” and together with Frontegra and Frontier Partners, the “Frontier Companies”).  FNAH is a majority-owned subsidiary of MFG, and Mr. Forsyth owns a minority interest in FNAH .  Mr. Forsyth also owns a small position on MFG.  MFG is a funds management company, and its shares are listed on the Australian Securities Exchange.  MFG is also the parent company of MFG Asset Management, the subadviser to four series of the Company.  MFG and its affiliates (MFG Asset Management, FNAH and MFG Services, LLC) and the Frontier Companies are affiliates.  Frontier Partners provides consulting and marketing services to MFG Asset Management under a solicitation agreement pursuant to which MFG Asset Management pays solicitation fees to Frontier Partners or the Distributor based on a percentage of investment management fees earned from clients introduced to MFG Asset Management, which may include referrals of new shareholders to the Fund by the Distributor.

 

Subadviser

 

Magellan Asset Management Limited doing business as MFG Asset Management

 

MFG Asset Management is a wholly owned subsidiary of MFG, a company listed on the Australian Securities Exchange.  Frontegra has entered into a subadvisory agreement (the “MFG Subadvisory Agreement”) under which MFG Asset Management serves as the subadviser to the Fund and, subject to Frontegra’s supervision, manages each MFG Fund’s portfolio assets.

 

B-26


 

Under the MFG Subadvisory Agreement, MFG Asset Management is paid the net advisory fee received by Frontegra with respect to each MFG Fund less an annual flat fee retained by Frontegra; provided, however, if the net advisory fee is less than such flat fee, Frontegra shall retain the entire net advisory fee and no subadvisory fee will be payable to MFG Asset Management.  In addition, MFG Asset Management has agreed to pay for, or reimburse Frontegra for, as applicable, all fees and expenses related to the organization of the Fund and any expense reimbursements made by Frontegra pursuant to the expense cap agreement, and all amounts paid by Frontegra to financial intermediaries for sub-transfer agent and other administrative services.  The MFG Subadvisory Agreement also provides that MFG Asset Management is responsible for certain administrative and shareholder services performed by MFG, including, but not limited to, assisting the Company’s officers in timely preparation and filing of the Company’s registration statement as it pertains to the Fund, providing information necessary for the Fund’s regulatory filings, providing assistance and support to the Fund’s service providers, as well as assisting and providing support to Frontegra, the Fund’s administrator, transfer agent and other applicable service providers in responding to shareholder inquiries.  MFG Asset Management is affiliated with Frontegra, as discussed above under “Frontegra Asset Management Inc.—Ownership and Related Companies.”

 

Advisory Fees

 

No advisory fee information is provided for the Fund because the Fund was not offered for sale prior to the date of this SAI.

 

Potential Conflicts of Interest

 

Mr. Forsyth, the President of Frontegra, devotes significant time to the services of Frontier Partners, a consulting/marketing firm that provides consulting and distribution services to investment advisers.  Mr. Forsyth is an indirect owner and the President of Frontier via a minority interest in FNAH and derives compensation from such positions.  Pursuant to a solicitation agreement, Frontier provides consulting and marketing services to and is compensated by MFG Asset Management based on a percentage of investment management fees earned from clients introduced by Frontier and its affiliate, the Distributor, to MFG Asset Management.  These arrangements may present a conflict of interest.  Frontegra may not be inclined to terminate the subadvisory relationship with MFG Asset Management when its affiliates are receiving compensation from MFG Asset Management for other services.  Similarly, if MFG Asset Management discontinues using the services of Frontier, Frontegra may have an incentive to terminate the subadvisory agreement if the Fund was underperforming, and replace MFG Asset Management with a subadviser that would retain the services of Frontier and has a better potential for improving Fund performance.  Nonetheless, the Board retains ultimate oversight over the Fund and its advisory and subadvisory relationships.

 

MFG Asset Management and Frontegra are affiliates, which may present certain potential conflicts of interest.  Frontegra’s retention of MFG Asset Management presents a potential conflict of interest because Frontegra may have financial and non-financial incentives for selecting MFG Asset Management over other subadvisers.  An investment adviser may be inclined to act in its own interest by recommending to clients the services of an affiliated subadviser that provide benefits to the investment adviser and its President, instead of recommending the service that is in the best interest of the client.  MFG Asset Management will benefit from increased subadvisory fees. In addition, Frontegra or its affiliates will benefit from the net advisory fee retained by Frontegra but also indirectly from the subadvisory fee paid by Frontegra to MFG Asset Management. Mr. Forsyth’s compensation may also be impacted by the appointment or continued service of MFG Asset Management as subadviser to the Fund and indirect ownership interest in the Distributor. 

 

B-27


 

However, Frontegra, in recommending to the Board the appointment or continued service of MFG Asset Management, has a fiduciary duty to act in the best interests of its clients, including the Fund and its shareholders. Frontegra has a duty to recommend that MFG Asset Management be selected, retained, or replaced only when Frontegra believes it is in the best interests of the Fund’s shareholders. The Board is aware of and monitors these conflicts of interest.

 

PORTFOLIO MANAGERS

 

Other Accounts Managed by Portfolio Managers of the Fund

 

As described in the Prospectus for the Fund under “Fund Management,” each portfolio manager is jointly responsible for the day-to-day management of the Fund, and, unless otherwise indicated, is solely responsible for the day-to-day management of the other accounts set forth in the following table.  Domenico Giuliano is the sole portfolio manager of the Fund.  None of the registered investment company clients of the Adviser or MFG Asset Management pays a performance-based fee.

 

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Other Accounts Managed by the Portfolio Managers
As of August 31, 2018

 

 

 

Other Registered Investment
Companies Managed by Portfolio
Manager

 

Other Pooled Investment Vehicles Managed by Portfolio Manager

 

Other Accounts Managed by Portfolio Manager

 

Portfolio Manager

 

Number

 

Total Assets

 

Number

 

Total Assets

 

Number with
Performance—
Based Fees

 

Total Assets of
Pooled
Investment
Vehicles with
Performance—
Based Fees

 

Number

 

Total Assets

 

Number with
Performance-
Based Fees

 

Total Assets
of Accounts
with
Performance
—Based Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MFG Global Sustainable Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MFG Asset Management

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domenico Giuliano

 

0

 

$

0

 

1

 

$

9 million

 

0

 

$

0

 

1

 

$

65 million

 

0

 

$

0

 

 

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Potential Conflicts of Interest

 

MFG Asset Management’s individual portfolio managers advise multiple accounts for numerous clients.  In addition to the Fund, these accounts may include other mutual funds, separate accounts and private investment vehicles.

 

MFG Asset Management is an investment adviser that manages other client portfolios with positions similar to those in the portfolio that MFG Asset Management manages for the Fund.  Positions are bought and sold for all clients based on their investment criteria and MFG Asset Management’s investment style.  MFG Asset Management has developed and implemented a number of policies and procedures that are designed to ensure that the interests of all MFG Asset Management’s clients are protected.  Policies that are a part of MFG Asset Management’s compliance program address areas such as trade allocations, cross trading, insider trading and trade management.  MFG Asset Management has developed trade allocation processes and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another.  Allocation policies are designed to address potential conflicts of interest in situations where two or more accounts, including the Fund, participate in investment decisions involving the same securities.  Ongoing and annual reviews are conducted to ensure compliance with the policies and procedures.

 

MFG Asset Management’s Allocation Policy outlines processes in place to provide reasonable assurance that during the application of temporary strategies (during unusual economic or market conditions) by the portfolio manager of the Fund, competing trade instructions across all strategies are managed to provide reasonable assurance that all participating funds and portfolios receive fair treatment.  Processes and controls include:  the involvement of MFG Asset Management’s macro committee in determining the overall risk appetite of investment activity across all funds and portfolios managed by MFG Asset Management and the involvement of MFG Asset Management’s Executive Chairman when there is a conflict in that decision making process; the creation of a trade plan for all accounts; and the execution of the trade plans in compliance with the investment objectives, guidelines and restrictions of all participating accounts.

 

Compensation of Portfolio Manager

 

The compensation of the portfolio manager of the Fund is not exclusively tied to the performance or the value of the assets of the Fund.  The compensation of the portfolio manager of the Fund is comprised of a base salary and a variable incentive program deferred over the following 36 months and a performance bonus based on the performance of the global sustainable strategy.  Both absolute performance and relative performance are measured against the performance of the MSCI World Net Total Return (USD) Index for this purpose.   Information provided herein is as of August 31, 2018.

 

Ownership of Fund Shares by Portfolio Manager

 

No ownership information is provided for the Fund because the Fund was not offered for sale prior to the date of the SAI.

 

PORTFOLIO HOLDINGS DISCLOSURE POLICY

 

The Fund does not provide or permit others to provide information about its portfolio holdings to any third party on a selective basis, except as permitted by the Company’s policy regarding disclosure of portfolio holdings (the “Disclosure Policy”).  Pursuant to the Disclosure Policy, the Company and each of Frontegra and MFG Asset Management may disclose information about the Fund’s portfolio holdings only in the following circumstances:

 

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·                  The Fund will disclose its portfolio holdings by mailing its annual and semi-annual reports to shareholders approximately two months after the end of the fiscal year and six-month period.  In addition, the Company will disclose the portfolio holdings of the Fund as of the end of the first and third fiscal quarters by filing Form N-Q with the SEC, and as of the end of the second and fourth fiscal quarters by filing Form N-CSR with the SEC.

 

·                  The Fund’s top 10 holdings will be posted to the Company’s website no earlier than 10 days after the calendar quarter end.

 

·                  The Fund’s top 10 holdings as of a calendar quarter end may be included in Fund fact sheets following the posting of the Fund’s full portfolio holdings or top 10 holdings as of the calendar quarter end on the Company’s website.

 

·                  The Fund may include top 10 holdings in quarterly reports to shareholders or consultants following posting of top 10 holdings on the Company’s website.

 

·                  Disclosure of the Fund’s top 10 holdings as of a particular calendar quarter end may be made in response to inquiries from consultants, existing shareholders or prospective shareholders following posting of the top 10 holdings on the Company’s website.

 

·                  The Fund’s portfolio holdings may be included in commentary provided to consultants, existing shareholders or prospective shareholders, provided that such commentary is posted on the Company’s website prior to the dissemination of such commentary.

 

·                  The Adviser or MFG Asset Management may disclose Fund portfolio holdings in regulatory filings and to the Fund’s service providers (the administrator, fund accountant, custodian, transfer agent, independent accountant, legal counsel and financial printer) in connection with the fulfillment of their duties to the Fund and Company.  Such disclosures generally are made to the service providers on a quarterly basis in connection with the preparation of regulatory filings but may be provided more frequently if necessary.  Service providers that receive disclosures of the Fund’s portfolio holdings are required to maintain the confidentiality of the information either by contract or by law.

 

·                  The Fund will not disclose portfolio holdings to rating agencies.

 

·                  The Adviser or MFG Asset Management is also permitted to disclose the portfolio holding of the Fund to certain service providers as indicated below:

 

·                  Glass, Lewis & Co. — daily, for proxy recordkeeping services

·                  Mainstream Fund Services Pty Limited — daily, for back office operational support

 

·                  The Fund’s portfolio holdings may also be disclosed in cases where other legitimate business purposes of the Fund are served by such disclosure provided that, if prior to the public disclosure of such information, (a) the Company’s Chief Compliance Officer authorizes the disclosure and determines that there are no conflicts of interest between the Fund’s shareholders and the Adviser or MFG Asset Management and (b) the recipient is required to maintain the confidentiality of the information either by contract or by law.

 

B-31


 

The Company is prohibited from entering into any other arrangements to disclose information regarding the Fund’s portfolio securities without prior approval of the Board.  No compensation or other consideration may be received by the Fund, the Adviser or MFG Asset Management in connection with the disclosure of portfolio holdings in accordance with this policy.

 

The Chief Compliance Officer monitors compliance with the Disclosure Policy and reports any violations to the Board.  The Board will review any disclosures of Fund portfolio holdings outside of the permitted disclosures described above on a quarterly basis to ensure that disclosure of information about portfolio holdings is in the best interest of Fund shareholders and to address any conflicts between the interests of the Fund shareholders and those of the Adviser, MFG Asset Management or any other Fund affiliate.

 

PROXY VOTING POLICIES

 

The Board has adopted proxy voting procedures that delegate to the Adviser the authority to vote proxies, subject to the supervision of the Board.  The Board also authorized Frontegra to delegate its authority to vote proxies to MFG Asset Management pursuant to the Subadvisory Agreement, if Frontegra believes that MFG Asset Management is in the best position to make voting decisions on behalf of the Fund.  In addition, the Board authorized the Adviser and MFG Asset Management to retain a third party voting service to provide recommendations on proxy votes or vote proxies on the Fund’s behalf.  The Fund’s proxy voting procedures provide that, in the event of a conflict between the interests of the Adviser or MFG Asset Management and the Fund with regard to a proxy vote, the conflict will be resolved by a majority of the independent directors or by such other method approved by the Board.

 

MFG Asset Management’s proxy voting policies provide that MFG Asset Management will vote proxies with respect to client securities in a manner designed to promote the economic interests of its clients.  With respect to the MFG Funds, MFG Asset Management’s proxy voting guidelines provide that MFG Asset Management will review proposed company resolutions on a case by case basis, exercising voting rights as deemed appropriate by MFG Asset Management to ensure that companies act in the best interest of their shareholders.  In exercising its voting discretion, MFG Asset Management does not intend to become involved in the day to day management issues of companies but will exercise voting rights to ensure that companies act in the best interest of their shareholders and, in appropriate cases, to improve the corporate governance of investee companies.  MFG Asset Management may consider the size of its holdings and the likelihood that exercising voting rights will influence the outcome of the vote, as well as the advantage which may result from exercising voting rights.  If MFG Asset Management determines that a proxy solicitation involves a conflict of interest or perceived conflict of interest between MFG Asset Management and client interests, MFG Asset Management’s Proxy Voting Committee will meet to determine steps to manage the potential conflict.  Possible resolutions may include voting in accordance with the recommendations of a third party research provider, refraining from exercising its proxy voting rights or disclosing the conflict to its client and obtain the client’s direction to vote the proxy.

 

The Fund’s proxy voting record for the most recent 12-month period ended June 30, if applicable, will be available without charge, either upon request, by calling toll free, 1-888-825-2100, or by accessing the SEC’s website at http://www.sec.gov.

 

FUND TRANSACTIONS AND BROKERAGE

 

MFG Asset Management is responsible for decisions to buy and sell securities for the Fund and for the placement of the Fund’s securities business, the negotiation of the commissions to be paid on such transactions and the allocation of portfolio brokerage.  MFG Asset Management seeks the best execution available with respect to each transaction, in light of the overall quality of brokerage and research services provided to MFG Asset Management or the Fund. 

 

B-32


 

Purchases may be made from underwriters, dealers and, on occasion, the issuers.  Commissions will be paid on the Fund’s portfolio transactions, including futures and options transactions.  The purchase price of portfolio securities purchased from an underwriter or dealer may include underwriting commissions and dealer spreads.  The Fund may pay mark-ups on principal transactions.  Brokerage will not be allocated based on the sale of the Fund’s shares.

 

Brokerage information for the Fund is not provided because the Fund was not offered for sale prior to the date of this SAI.

 

Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”) permits an investment adviser, under certain circumstances, to cause an account to pay a broker or dealer who supplies brokerage and research services a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction.  Brokerage and research services include (a) furnishing advice as to the value of securities, the advisability of investing, purchasing or selling securities and the availability of securities or purchasers or sellers of securities; (b) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and (c) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement and custody).

 

In selecting brokers and negotiating commissions, MFG Asset Management considers several factors, including:  the firm’s reliability, the quality of its execution services on a continuing basis, its financial condition, investment and market information and other research, such as economic, securities and performance measurement research and the quality and reliability of brokerage services, including execution capability, performance and financial responsibility.  All research is paid for by MFG Asset Management pursuant to execution only brokerage rates with a panel of approved brokers.  Although the Fund does not currently pay “soft dollar” commissions for research, the Subadvisory Agreement authorizes the Fund to pay higher commissions for research and brokerage services if (a) MFG Asset Management determines in good faith that the amount is reasonable in relation to the services in terms of the particular transaction or in terms of MFG Asset Management’s overall responsibilities with respect to the accounts as to which they exercise investment discretion; (b) such payment is made in compliance with the provisions of Section 28(e), other applicable state and federal laws, and the Subadvisory Agreement; and (c) in the opinion of MFG Asset Management, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term.  Although MFG Asset Management pays from its own resources for investment research, it may receive proprietary and third party research from any of the brokers with which it executes client transactions.

 

Brokerage commission information is not provided for the Fund because the Fund was not offered for sale prior to the date of this SAI.

 

MFG Asset Management places portfolio transactions for other advisory accounts that they manage.  Research services furnished by firms through which the Fund effects its securities transactions may be used by MFG Asset Management in servicing all of their accounts.  Not all of such services may be used by MFG Asset Management in connection with the Fund.  MFG Asset Management believes it is not possible to measure separately the benefits from research services to each of the accounts (including the Fund) managed by them.  Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker paid by each account for brokerage and research services will vary.  However, MFG Asset Management believes such costs to the Fund will not be disproportionate to the benefits received by the Fund on a continuing basis.  MFG Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Fund and another advisory account.  In some cases, this procedure could have an adverse effect on the price or the amount of securities available to the Fund.  In making such allocations between the Fund and other advisory accounts, the main factors considered by MFG Asset Management are the investment objectives and restrictions, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment and the size of investment commitments generally held.

 

B-33


 

CUSTODIAN

 

As custodian of the Fund’s assets, U.S. Bank, N.A., 1555 N. River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, has custody of all securities and cash of the Fund, delivers and receives payment for securities sold, receives and pays for securities purchased, collects income from investments and performs other duties, all as directed by the officers of the Company.

 

TRANSFER AGENT

 

U.S. Bancorp Fund Services, LLC, 615 E. Michigan Street, Third Floor, Milwaukee, Wisconsin 53202, an affiliate of U.S. Bank, N.A., acts as transfer agent for the Fund.

 

ADMINISTRATOR AND FUND ACCOUNTANT

 

U.S. Bancorp Fund Services, LLC also provides administrative and fund accounting services to the Fund pursuant to an Administration and Fund Accounting Agreement.  Under the Agreement, U.S. Bancorp Fund Services, LLC calculates the daily net asset value of the Fund and provides administrative services (which include clerical, compliance and regulatory services such as filing all required federal income and excise tax returns and state property tax returns, assisting with regulatory filings, preparing financial statements and monitoring expense accruals).  For the foregoing services, U.S. Bancorp Fund Services, LLC receives from the Fund a fee, computed daily and payable monthly, based on the Company’s average net assets.

 

SHAREHOLDER MEETINGS

 

Maryland law permits registered investment companies, such as the Company, to operate without an annual meeting of shareholders under specified circumstances if an annual meeting is not required by the 1940 Act.  The Company has adopted the appropriate provisions in its Bylaws and may, at its discretion, not hold an annual meeting in any year in which the election of directors is not required to be acted on by shareholders under the 1940 Act.

 

The Company’s Bylaws also contain procedures for the removal of directors by shareholders of the Company.  At any meeting of shareholders, duly called and at which a quorum is present, the shareholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors.

 

DISTRIBUTION OF FUND SHARES

 

Distributor

 

The Distributor, Frontegra Strategies, LLC, located at 400 Skokie Boulevard, Suite 500, Northbrook, Illinois 60062, is the principal distributor of the Fund’s shares.  Under a Distribution Agreement between the Company and the Distributor, the Distributor offers the Fund’s shares on a continuous, best efforts basis.  The Distributor is owned by FNAH and is managed by Mr. Forsyth.  See “Frontegra Asset Management Inc.—Ownership and Related Companies” for a discussion of the Distributor’s affiliates. 

 

B-34


 

The Distributor will not receive commissions or other compensation for the sale of Fund shares.

 

The Distribution Agreement has an initial term of up to two years and will continue in effect only if such continuance is specifically approved at least annually by the Board or by a vote of a majority of the Fund’s outstanding securities and, in either case, by a majority of the directors who are not parties to the Distribution Agreement or “interested persons” (as defined in the 1940 Act) of any such party.  The Distribution Agreement is terminable without penalty by the Company on behalf of the Fund on 60 days written notice when authorized either by a majority vote of the Fund’s shareholders or by vote of a majority of the Board, including a majority of the directors who are not “interested persons” (as defined in the 1940 Act) of the Company, or by the Distributor on 60 days written notice, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act).

 

Payments to Financial Intermediaries

 

The Distributor, the Adviser and/or their affiliates may pay compensation, out of their own resources and without additional cost to the Fund or its shareholders, to financial intermediaries for services provided to clients who hold Fund shares, for introducing new shareholders to the Fund and for administrative, sub-accounting and shareholder services.  This practice is referred to as “revenue sharing.”  These payments, if made, would be in addition to the shareholder servicing fees or other administrative fees payable out of Fund assets to firms that provide services to shareholders of Institutional Class and Service Class shares.  Payments may be structured as a flat fee, a percentage of net sales or net assets (or a combination thereof) or a fee based on the number of underlying client accounts.

 

PURCHASE, PRICING AND REDEMPTION OF SHARES

 

Shares of the Fund are sold on a continuous basis at the Fund’s net asset value.  As set forth in the Prospectus under “Valuation of Fund Shares,” the Fund’s net asset value per share is determined as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern Time) on each day the NYSE is open for business.  The Fund is not required to calculate its net asset value on days during which the Fund receives no orders to purchase shares and no shares are tendered for redemption.  Net asset value is calculated by taking the market value of the Fund’s total assets, including interest or dividends accrued, but not yet collected, less all liabilities, and dividing by the total number of shares outstanding.  The result, rounded to the nearest cent, is the net asset value per share.

 

In determining net asset value, expenses are accrued and applied daily and securities and other assets for which market quotations are available are valued at market value.  Debt securities are valued by using an evaluated bid price provided by a pricing service.  If closing bid and asked prices are not readily available, the pricing service may provide a price determined by a method used to value fixed income securities without relying exclusively on quoted prices.  Common stocks and other equity-type securities are valued at the last trade price on the national securities exchange (other than NASDAQ) on which such securities are primarily traded, and securities traded on NASDAQ are valued using the NASDAQ Official Closing Price.  However, securities traded on a national securities exchange or NASDAQ for which there were no transactions on a given day are valued at the most recent bid price.  Securities not listed on a national securities exchange or NASDAQ are valued at the most recent sale price.

 

Any securities or other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Board or its delegate.  The Board has approved the use of pricing services to assist the Fund in the determination of net asset value.  Short-term fixed income securities maturing within 60 days or less, which are not priced by a pricing service, may be valued by the amortized cost method.

 

B-35


 

Most securities that are primarily traded on foreign exchanges generally are valued at the last sale price of such securities on their respective exchange.  In certain countries market maker prices, usually the mean between the bid and ask prices, are used.  In certain circumstances, such as when a significant event occurs in a foreign market so that the last sale price no longer reflects actual value, the fair value of these securities may be determined using the fair value procedures described above.  In valuing assets, prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate.

 

Purchases In Kind.  Shares of the Fund may be purchased “in kind,” subject to the approval of the Adviser and/or MFG Asset Management and their determination that the securities are acceptable investments for the Fund and that they have a value that is readily ascertainable in accordance with the Fund’s valuation policies.  In an in kind purchase, investors transfer securities to the Fund in exchange for Fund shares.  Securities accepted by the Fund in an in kind purchase will be valued at market value.  In general, investors transferring securities for shares will be treated, for federal income tax purposes, as if they sold the transferred securities at their fair market value and used the proceeds to purchase shares of the Fund, and the Fund’s tax basis in the transferred securities will be equal to their fair market value.

 

Redemptions In Kind.  The Company has filed an election pursuant to Rule 18f-1 under the 1940 Act which provides that the Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of the net asset value of the shares of the Fund being redeemed, whichever is less for any one shareholder within a 90-day period.  Any redemption beyond this amount may be made in assets other than cash, such as securities or other property.  Securities delivered in payment of redemptions are valued at the same value assigned to them in computing the Fund’s net asset value per share.  Shareholders receiving such securities are likely to incur brokerage costs on their subsequent sales of such securities.  For federal income tax purposes, redemptions in kind are taxed in the same manner as redemptions made in cash.  The subsequent sale of securities received in kind may result in realized gains or losses for federal income tax purposes.

 

ANTI-MONEY LAUNDERING PROGRAM

 

The Company has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”).  In order to ensure compliance with this law, the Company’s Program provides for the development of internal practices, procedures and controls, the designation of an anti-money laundering compliance officer, an ongoing training program, an independent audit function to determine the effectiveness of the Program and a customer identification program.  Elyce D. Dilworth serves as the Company’s Anti-Money Laundering Compliance Officer.

 

Procedures to implement the Program include, but are not limited to, determining that the Fund’s transfer agent has established proper anti-money laundering procedures that require it to report suspicious and/or fraudulent activity, verify the identity of new shareholders, check shareholder names against designated government lists, including the Office of Foreign Asset Control (“OFAC”), and undertake a complete and thorough review of all new account applications.

 

TAXATION OF THE FUND

 

Changes in income tax laws, potentially with retroactive effect, could impact the Fund’s investments or the tax consequences to you of investing in the Fund.  Some of the changes could affect the timing, amount and tax treatment of Fund distributions made to shareholders. 

 

B-36


 

Please consult your tax adviser before investing.

 

If your shares are held in a taxable account, you should be aware of the following federal income tax implications.  The Fund intends to qualify and elect to be taxed as a “regulated investment company” under Subchapter M of the Code.  If so qualified will not be liable for federal income or excise taxes at the Fund level on amounts distributed to shareholders provided that investment company taxable income and net capital gain are sufficiently distributed to shareholders on a timely basis and the Fund meets certain requirements regarding the sources of its income and the diversification of its assets.  Pursuant to the Code, the Fund will be treated as a separate entity for federal income tax purposes.  In the event the Fund fails to qualify as a “regulated investment company” and does not obtain relief from such failure, it will be treated as a regular corporation for federal income tax purposes.  In this event, the Fund would be subject to federal income taxes on the full amount of its investment company taxable income and net capital gains, and any distributions made by the Fund to the extent of its then-current and accumulated earnings and profits would be taxable as dividend income to the Fund’s shareholders.  This would increase the cost of investing in the Fund for shareholders and would make it more economical for shareholders to invest directly in securities held by the Fund instead of investing indirectly in such securities through the Fund.

 

The Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income and net capital gain.  For federal income tax purposes, distributions of the Fund’s investment company taxable income (which includes, generally, dividends, interest, the excess of any net short-term capital gain over net long-term capital loss, and net gain from foreign currency transactions), if any, generally are taxable to you as ordinary income whether reinvested in additional Fund shares or received in cash, unless such distributions are attributable to and reported by the Fund as “qualified dividend income.”  For non-corporate shareholders, such “qualified dividend” income is eligible for the reduced federal income tax rates applicable to long-term capital gains if the shareholder meets certain holding period requirements.

 

Distributions of investment company taxable income will be taxed at the ordinary income tax rate applicable to the shareholder.  Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) will be taxable as long-term capital gains whether reinvested in additional Fund shares or received in cash and regardless of the length of time you have owned your shares.  The Fund will inform shareholders of the federal income tax status of all distributions promptly after the close of each calendar year.

 

Certain individuals, trusts and estates may be subject to a Medicare tax of 3.8% (in addition to regular income tax).  The Medicare tax is imposed on the lesser of (i) a taxpayer’s investment income, net of deductions properly allocable to such income or (ii) the amount by which the taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately).  The Fund’s distributions are includable in a shareholder’s investment income for purposes of this Medicare tax.  In addition, any capital gain realized on the sale, exchange or redemption of Fund shares is includable in a shareholder’s investment income for purposes of this Medicare tax.

 

Interest and dividends received by the Fund from foreign sources may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on its securities.  Tax conventions between certain countries and the United States may reduce or eliminate these foreign taxes, however, and many foreign countries do not impose taxes on capital gains realized on investments held by foreign investors.  If more than 50% of the value of the Fund’s total assets at the close of its taxable year consists of stock and securities of foreign corporations, it will be eligible to, and may, file an election with the Internal Revenue Service that would, in effect, pass through to the shareholders any foreign and U.S. possessions income taxes paid by the Fund. 

 

B-37


 

Pursuant to the election, the Fund would treat those taxes as distributions paid to its shareholders and each shareholder would be required to (i) include in gross income, and treat as paid by him, his proportionate share of those taxes paid by the Fund, (ii) treat his share of those taxes and of any distribution paid by the Fund that represents income from foreign or U.S. possessions sources as his own income from those sources, and (iii) either deduct the taxes deemed paid by him in computing his taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit against his federal income tax.  If the Fund makes this election, it will report to its shareholders shortly after each taxable year their respective share of income from sources within, and taxes paid to, foreign countries and U.S. possessions.

 

Under the Foreign Account Tax Compliance Act (“FATCA”), the Fund may be required to withhold a generally nonrefundable 30% tax on (a) distributions of investment company taxable income, and (b) distributions of net capital gain and the gross proceeds of a sale, exchange, or redemption of Fund shares paid after December 31, 2018, to (i) certain “foreign financial institutions” that do not agree to verify, monitor, and report to the IRS the identity of certain of its accountholders, among other things (unless such entity is deemed compliant under the terms of an intergovernmental agreement between the U.S. and the country in which the entity is a tax resident), and (ii) certain “non-financial foreign entities” unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides the name, address, and taxpayer identification number of each substantial U.S. owner, among other things.  This FATCA withholding tax could also affect the Fund’s return on its investments in foreign securities or affect a shareholder’s return if the shareholder holds the Fund’s shares through a foreign intermediary.  You are urged to consult your tax adviser regarding the application of this FATCA withholding tax to your investment in the Fund and the potential certification, compliance, due diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.

 

The Fund maintains its accounts and calculates its income in U.S. dollars.  In general, gain or loss (i) from the disposition of foreign currencies and forward currency contracts, (ii) from the disposition of foreign-currency-denominated debt securities that are attributable to fluctuations in exchange rates between the date the securities are acquired and their disposition date, and (iii) attributable to fluctuations in exchange rates between the time the Fund accrues interest or other receivables or expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects those receivables or pays those liabilities, will be treated as ordinary income or loss.  A foreign-currency-denominated debt security acquired by the Fund may bear interest at a high nominal rate that takes into account expected decreases in the value of the principal amount of the security due to anticipated currency devaluations.  In that case, the Fund would be required to include the interest in income as it accrues but generally would realize a currency loss with respect to the principal only when the principal was received (through disposition or upon maturity).

 

This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on an investor.  There may be other federal, state, local or foreign tax considerations applicable to a particular investor.  Investors are urged to consult their own tax advisers.

 

COST BASIS REPORTING

 

The Fund is required to report to certain shareholders and the IRS the cost basis of shares acquired on or after January 1, 2012 (“covered shares”), when the shareholder sells, redeems or exchanges such shares.  These requirements do not apply to shares held through a tax-deferred arrangement, such as a 401(k) plan or an IRA, or to shares held by tax-exempt organizations, banks, financial institutions, corporations (other than S corporations), credit unions, and certain other entities and governmental bodies.  Shares acquired before January 1, 2012 (“non-covered shares”), are treated as if held in a separate account from covered shares. 

 

B-38


 

The Fund is not required to determine or report a shareholder’s cost basis in non-covered shares and are not responsible for the accuracy or reliability of any information provided for non-covered shares.

 

The cost basis of a share is generally its purchase price adjusted for distributions, returns of capital, and other corporate actions.  Cost basis is used to determine whether the sale, exchange or redemption of a share results in a capital gain or loss.  If you sell, exchange or redeem covered shares during any year, then the Fund will report the gain or loss, cost basis, and holding period of such covered shares to the IRS and you on Form 1099.

 

A cost basis method is the method by which the Fund determines which specific covered shares are deemed to be sold, exchanged or redeemed when a shareholder sells, exchanges or redeems less than its entire holding of Fund shares and has made multiple purchases of Fund shares on different dates at differing net asset values.  If a shareholder does not affirmatively elect a cost basis method, the Fund will use the average cost method, which averages the basis of all Fund covered shares in your account regardless of holding period, and covered shares sold, exchanged or redeemed are deemed to be those with the longest holding period first.  Each shareholder may elect in writing (and not over the telephone) any alternate IRS-approved cost basis method to calculate the cost basis in its covered shares.  The default cost basis method applied by the Fund or the alternate method elected by a shareholder may not be changed after the settlement date of a sale, exchange or redemption of Fund shares.

 

If you hold Fund shares through a broker or another nominee, please contact that broker or nominee with respect to the reporting of cost basis and available elections for your account.

 

You are encouraged to consult your tax adviser regarding the application of these cost basis reporting rules and, in particular, which cost basis calculation method you should elect.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

[·], has been selected as the independent registered public accounting firm for the Fund. [·] will audit and report on the Fund’s annual financial statements, review certain regulatory reports and the Fund’s federal income tax returns, and perform other auditing and tax services when engaged to do so by the Fund.

 

FINANCIAL STATEMENTS

 

The Fund had not yet commenced operations as of the date of this SAI and, therefore, has not produced financial statements.  Once available, you can obtain a copy of the financial statements contained in the Fund’s  Annual or Semi-Annual Report without charge by calling the Company, toll free, at 1-888-825-2100.

 

B-39


 

PART C

 

OTHER INFORMATION

 

Item 28.    Exhibits

 

See “Exhibit Index.”

 

Item 29.    Persons Controlled by or under Common Control with Registrant

 

Registrant neither controls any person nor is under common control with any other person.

 

Item 30.    Indemnification

 

Article VI of Registrant’s By-Laws provides as follows:

 

ARTICLE VI INDEMNIFICATION

 

The Corporation shall indemnify (a) its directors and officers (within the meaning of the Maryland General Corporation Law), 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, 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.

 

The Registrant’s directors and officers are insured under a policy of insurance against certain liabilities that might be imposed as a result of actions, suit or proceedings to which they are parties by reason of being or having been such directors or officers.

 

Item 31.    Business and Other Connections of Investment Adviser

 

Frontegra Asset Management, Inc. (“Frontegra”) serves as the investment adviser with respect to the Registrant’s Frontier Phocas Small Cap Value, Frontier MFG Global Equity, Frontier MFG Core Infrastructure, Frontier MFG Global Plus, Frontier MFG Select Infrastructure Fund and Frontier MFG Global Sustainable Funds.  Frontegra is a registered investment adviser.  The business and other connections of Frontegra, as well as the names and titles of the executive officers and directors of Frontegra, are further described in Frontegra’s Uniform Application for Investment Adviser Registration (“Form ADV”) as filed with the SEC.

 

Phocas Financial Corporation (“Phocas”) serves as a subadviser with respect to the Registrant’s Frontier Phocas Small Cap Value Fund.  Phocas is a registered investment adviser.  The business and other connections of Phocas, as well as the names and titles of the executive officers and directors of Phocas, are further described in Phocas’ Form ADV as filed with the SEC.

 


 

Magellan Asset Management Limited doing business as MFG Asset Management (“MFG Asset Management”) serves as subadviser with respect to the Registrant’s Frontier MFG Core Infrastructure Fund, Frontier MFG Global Equity Fund, Frontier MFG Global Plus Fund, Frontier MFG Select Infrastructure Fund and Frontier MFG Global Sustainable Fund.  MFG Asset Management is a registered investment adviser.  The business and other connections of MFG Asset Management, as well as the names and titles of the executive officers and directors of MFG Asset Management are further described in MFG Asset Management’s Form ADV as filed with the SEC.

 

Timpani Capital Management LLC (“Timpani”) serves as the investment adviser with respect to the Registrant’s Frontier Timpani Small Cap Growth Fund.  Timpani is a registered investment adviser.  The business and other connections of Timpani, as well as the names and titles of the executive officers and directors of Timpani, are further described in Timpani’s Form ADV as filed with the SEC.

 

To the best of Registrant’s knowledge, none of the directors or executive officers of Frontegra, Timpani, Phocas or MFG Asset Management is or has been engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years, except as noted in the “Directors and Officers” and “Investment Adviser and Subadviser” sections of the Registrant’s Statement of Additional Information, which are incorporated herein by reference.

 

Item 32.    Principal Underwriters

 

(a)                       None

 

(b)                       Set forth below is certain information pertaining to the managers and officers of Frontegra Strategies, LLC, the Registrant’s principal underwriter:

 

NAME AND PRINCIPAL
BUSINESS ADDRESS

 

POSITIONS AND
OFFICES WITH
UNDERWRITER

 

POSITIONS AND
OFFICES WITH
FUND

William D. Forsyth III
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062

 

President and General Securities Principal

 

President, Secretary and Director

 

 

 

 

 

Elyce D. Dilworth
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062

 

General Securities Principal, Chief Compliance Officer and Anti-Money Laundering Compliance Officer

 

Chief Compliance Officer, Assistant Secretary, Treasurer, Anti-Money Laundering Compliance Officer

 

 

 

 

 

Carol Ann Kinzer
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062

 

Financial Operations Principal

 

None

 

(c)                        None

 

Item 33.    Location of Accounts and Records

 

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules under that section, are maintained in the following locations:

 

C-2


 

Records Relating to:

 

Are Located at:

 

 

 

Registrant’s Investment Adviser to Frontier Phocas Small Cap Value, Frontier MFG Global Equity, Frontier MFG Core Infrastructure, Frontier MFG Global Plus, Frontier MFG Select Infrastructure Fund and Frontier MFG Global Sustainable Funds

 

Frontegra Asset Management, Inc.
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062

 

 

 

Registrant’s Subadviser to Frontier Phocas Small Cap Value Fund

 

Phocas Financial Corporation
980 Atlantic Avenue, Suite 106
Alameda, California 94501

 

 

 

Registrant’s Subadviser to Frontier MFG Core Infrastructure Fund, Frontier MFG Global Equity Fund, Frontier MFG Global Plus Fund, Frontier MFG Select Infrastructure Fund and Frontier MFG Global Sustainable Fund

 

MFG Asset Management
MLC Centre Level 36, 19 Martin Place
Sydney, NSW, Australia 2000

 

 

 

Registrant’s Investment Adviser to Frontier Timpani Small Cap Growth Fund

 

Timpani Capital Management LLC
Two Park Plaza
10850 West Park Place, Suite 1020
Milwaukee, Wisconsin 53224

 

 

 

Registrant’s Custodian

 

U.S. Bank, N.A.
1555 N. River Center Drive, Suite 302
Milwaukee, Wisconsin 53212

 

 

 

Registrant’s Transfer Agent, Administrator and Fund Accountant

 

U.S. Bancorp Fund Services LLC
615 E. Michigan Street
Milwaukee, Wisconsin 53202

 

 

 

Registrant’s Distributor

 

Frontegra Strategies, LLC
400 Skokie Boulevard, Suite 500
Northbrook, Illinois 60062

 

Item 34.    Management Services

 

All management-related service contracts entered into by the Registrant are discussed in Parts A and B of this Registration Statement.

 

Item 35.    Undertakings

 

Not applicable.

 

C-3

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 112 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Northbrook and State of Illinois on the 2nd day of October, 2018.

 

 

FRONTIER FUNDS, INC. (Registrant)

 

 

 

 

 

By:

/s/ William D. Forsyth III

 

 

William D. Forsyth III

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 112 to the Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the date(s) indicated.

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ William D. Forsyth III

 

President and a Director (principal executive officer)

 

October 2, 2018

William D. Forsyth III

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Elyce D. Dilworth

 

Chief Compliance Officer and Treasurer (principal financial officer)

 

October 2, 2018

Elyce D. Dilworth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director*

 

 

David L. Heald

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director*

 

 

Steven K. Norgaard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director*

 

 

James M. Snyder

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*By:

/s/ William D. Forsyth III

 

 

 

 

 

William D. Forsyth III

 

 

 

 

 

President

 

 

 

 

 

Attorney-in-fact pursuant to a Power of Attorney filed on October 28, 2013, Post-Effective Amendment No. 83.

 

 

 

 

 

C-4


 

EXHIBIT INDEX

 

Exhibit
No.

 

Exhibit

 

Incorporated by Reference

 

To Be Filed by
Amendment

 

 

 

 

 

 

 

(a.1)

 

Registrant’s Articles of Incorporation

 

Filed July 1, 1996, Form N-1A

 

 

 

 

 

 

 

 

 

(a.2)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated August 20, 2007

 

Filed August 31, 2007, Post- Effective Amendment No. 34

 

 

 

 

 

 

 

 

 

(a.3)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated July 16, 2008

 

Filed July 18, 2008, Post-Effective Amendment No. 42

 

 

 

 

 

 

 

 

 

(a.4)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated December 15, 2009

 

Filed December 31, 2009, Post-Effective Amendment No. 57

 

 

 

 

 

 

 

 

 

(a.5)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated December 9, 2011

 

Filed December 28, 2011, Post-Effective Amendment No. 79

 

 

 

 

 

 

 

 

 

(a.6)

 

Articles of Amendment dated October 2, 2012

 

Filed October 28, 2013, Post-Effective Amendment No. 83

 

 

 

 

 

 

 

 

 

(a.7)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated August 20, 2013

 

Filed October 28, 2013, Post-Effective Amendment No. 83

 

 

 

 

 

 

 

 

 

(a.8)

 

Form of Articles of Amendment dated October 27, 2014

 

Filed October 28, 2014, Post-Effective Amendment No. 85

 

 

 

 

 

 

 

 

 

(a.9)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated March 12, 2015

 

Filed March 23, 2015, Post-Effective Amendment No. 88

 

 

 

 

 

 

 

 

 

(a.10)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated March 7, 2016

 

Filed March 17, 2016, Post-Effective Amendment No. 97

 

 

 

 

 

 

 

 

 

(a.11)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated June 21, 2018

 

Filed June 29, 2018, Post-Effective Amendment No. 110

 

 

 

 

 

 

 

 

 

(a.12)

 

Articles Supplementary to the Registrant’s Articles of Incorporation dated         , 2018

 

 

 

X

 

 

 

 

 

 

 

(b)

 

Registrant’s Amended and Restated By-Laws

 

Filed October 28, 2013, Post-Effective Amendment No. 83

 

 

 

 

 

 

 

 

 

(c)

 

Instruments Defining Rights of Security Holders

 

Incorporated by Reference to the Articles of Incorporation and Bylaws

 

 

 

 

 

 

 

 

 

(d.1)

 

Form of Investment Advisory Agreement

 

Filed July 23, 2018, Definitive Proxy Statement on Schedule 14A

 

 

 

 

 

 

 

 

 

(d.2)

 

Exhibit F to the Investment Advisory Agreement

 

 

 

X

 

 

 

 

 

 

 

(d.3)

 

Form of Subadvisory Agreement between Frontegra Asset Management, Inc. and Magellan Asset Management Limited doing business as MFG Asset Management

 

Filed July 23, 2018, Definitive Proxy Statement on Schedule 14A

 

 

 

 

 

 

 

 

 

(d.4)

 

Exhibit E to the Subadvisory Agreement between Frontegra Asset Management, Inc. and Magellan Asset Management Limited doing business as MFG Asset Management

 

 

 

X

 


 

Exhibit
No.

 

Exhibit

 

Incorporated by Reference

 

To Be Filed by
Amendment

 

 

 

 

 

 

 

(d.5)

 

Expense Cap/Reimbursement Agreement regarding the Frontier MFG Global Sustainable Fund

 

 

 

X

 

 

 

 

 

 

 

(e.1)

 

Distribution Agreement

 

Filed June 29, 2018, Post-Effective Amendment No. 110

 

 

 

 

 

 

 

 

 

(e.2)

 

Amended Exhibit A to Distribution Agreement

 

 

 

X

 

 

 

 

 

 

 

(f)

 

None

 

 

 

 

 

 

 

 

 

 

 

(g.1)

 

Custody Agreement

 

Filed October 28, 2014, Post-Effective Amendment No. 85

 

 

 

 

 

 

 

 

 

(g.2)

 

Amendment to Custody Agreement dated       , 2018

 

 

 

X

 

 

 

 

 

 

 

(h.1)

 

Transfer Agent Servicing Agreement

 

Filed October 28, 2014, Post-Effective Amendment No. 85

 

 

 

 

 

 

 

 

 

(h.2)

 

Amendment to Transfer Agent Services Agreement dated         , 2018

 

 

 

X

 

 

 

 

 

 

 

(h.3)

 

Fund Administration Servicing Agreement

 

Filed October 28, 2014, Post-Effective Amendment No. 85

 

 

 

 

 

 

 

 

 

(h.4)

 

Amendment to Fund Administration Servicing Agreement dated          2018

 

 

 

X

 

 

 

 

 

 

 

(h.5)

 

Fund Accounting Servicing Agreement

 

Filed October 28, 2014, Post-Effective Amendment No. 85

 

 

 

 

 

 

 

 

 

(h.6)

 

Amendment to Fund Accounting Servicing Agreement dated         , 2018

 

 

 

X

 

 

 

 

 

 

 

(h.7)

 

Power of Attorney

 

Filed October 28, 2013, Post-Effective Amendment No. 83

 

 

 

 

 

 

 

 

 

(i.1)

 

Opinion and Consent of Godfrey & Kahn, S.C. dated        , 2018

 

 

 

X

 

 

 

 

 

 

 

(j)

 

Consent of Independent Registered Public Accounting Firm regarding the Frontier MFG Global Sustainable Fund

 

 

 

X

 

 

 

 

 

 

 

(k)

 

None

 

 

 

 

 

 

 

 

 

 

 

(l)

 

Initial Subscription Agreements

 

Filed October 11, 1996, Post-Effective Amendment No. 1

 

 

 

 

 

 

 

 

 

(m.1)

 

Rule 12b-1 Plan

 

Filed October 31, 2008, Post-Effective Amendment No. 44

 

 

 

 

 

 

 

 

 

(m.2)

 

Shareholder Servicing Plan

 

Filed March 17, 2016, Post-Effective Amendment No. 97

 

 

 

 

 

 

 

 

 

(m.3)

 

Form of Rule 12b-1 Dealer Agreement

 

Filed October 31, 2008, Post-Effective Amendment No. 44

 

 

 

 

 

 

 

 

 

(n.1)

 

Amended and Restated Multiple Class Plan

 

 

 

X

 

2


 

Exhibit
No.

 

Exhibit

 

Incorporated by Reference

 

To Be Filed by
Amendment

 

 

 

 

 

 

 

(o)

 

Reserved

 

 

 

 

 

 

 

 

 

 

 

(p.1)

 

Magellan Asset Management Ltd. Code of Ethics

 

Filed October 28, 2014, Post-Effective Amendment No. 85

 

 

 

 

 

 

 

 

 

(p.2)

 

Phocas Financial Corporation Code of Ethics

 

Filed October 28, 2013, Post-Effective Amendment No. 83

 

 

 

 

 

 

 

 

 

(p.3)

 

Code of Ethics for Access Persons of Frontier Funds, Inc., Frontegra Asset Management, Inc., Frontegra Strategies, LLC, Frontier Partners, Inc. and Timpani Capital Management LLC

 

Filed October 30, 2017, Post-Effective Amendment No. 107

 

 

 

 

 

 

 

 

 

(p.4)

 

Magellan Asset Management Limited Personal Trading Policy

 

 

 

X

 

 

 

 

 

 

 

(p.5)

 

Magellan Financial Group Limited Code of Ethics

 

Filed October 28, 2016, Post-Effective Amendment No. 103

 

 

 

3