UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07685 FRONTEGRA FUNDS, INC. (Exact name of registrant as specified in charter) 400 Skokie Blvd. Suite 500 Northbrook, Illinois 60062 (Address of principal executive offices) (Zip code) William D. Forsyth III 400 Skokie Blvd., Suite 500 Northbrook, Illinois 60062 (Name and address of agent for service) (847) 509-9860 Registrant's telephone number, including area code Date of fiscal year end: June 30, 2004 Date of reporting period: December 31, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. - -------------------------------- (FRONTEGRA FUNDS LOGO) SEMI-ANNUAL REPORT Frontegra Total Return Bond Fund Frontegra Investment Grade Bond Fund Frontegra IronBridge Small Cap Fund FRONTEGRA ASSET MANAGEMENT, INC. December 31, 2003 TABLE OF CONTENTS SHAREHOLDER LETTER 1 FRONTEGRA TOTAL RETURN BOND FUND FRONTEGRA INVESTMENT GRADE BOND FUND Report from Reams Asset Management Company, LLC 4 Investment Highlights 6 Schedule of Investments 7 Statement of Assets and Liabilities 15 Statement of Operations 16 Statements of Changes in Net Assets 17 Financial Highlights 18 Investment Highlights 19 Schedule of Investments 20 Statement of Assets and Liabilities 27 Statement of Operations 28 Statements of Changes in Net Assets 29 Financial Highlights 30 FRONTEGRA IRONBRIDGE SMALL CAP FUND Report from IronBridge Capital Management, LLC 32 Investment Highlights 34 Schedule of Investments 35 Statement of Assets and Liabilities 40 Statement of Operations 41 Statements of Changes in Net Assets 42 Financial Highlights 43 NOTES TO FINANCIAL STATEMENTS 44 This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective Prospectus for the applicable Fund. Each Prospectus includes more complete information about management fees and expenses, investment objectives, risks and operating policies of the applicable Fund. Please read the Prospectus carefully. DEAR FELLOW SHAREHOLDERS: We are pleased to report on the progress of the Frontegra Funds for the first six months of our fiscal year (July 1, 2003 through December 31, 2003). During the past six months, the equity markets continued to post significant gains, while gains in the bond market tapered off. During the period, we changed the name of the Frontegra Horizon Fund to the Frontegra IronBridge Small Cap Fund. We feel that the Fund's new name better incorporates both the identity of the Fund manager and the primary type of stocks in which the Fund invests. FUND RESULTS The bond market showed limited gains over the past six months. The broad bond market as measured by the Lehman Brothers Aggregate Bond Index returned 0.17% for the period, while the equity market as measured by the S&P 500 Index was up 15.14%. The Frontegra Total Return Bond Fund and the Frontegra Investment Grade Bond Fund, managed by Reams Asset Management, both returned 1.27% for the six-month period. The Funds' defensive interest rate posture was the main contributing factor to each Fund's outperformance. Underexposure to the credit sector had only a slight negative impact over the period. The Frontegra IronBridge Small Cap Fund, managed by IronBridge Capital Management, has returned 37.26% since the Fund's August 30, 2002 inception date. Over the same period, that figure compares favorably versus the 32.10% return of the Russell 2000 Index, a proxy for small stocks. However, during the past six months, the Fund trailed its benchmark with a return of 17.11% versus 24.92%. During that period, the Russell 2000 Index proved a difficult benchmark to keep up with given the scope and magnitude of the market's appreciation. SUMMARY Uncertainty continues to be a dominant factor regarding the strength and sustainability of the recovery in the equity markets. While issues on the geopolitical front remain somewhat unsettled, a jobless recovery, an upcoming presidential election and the possibility of an eventual increase in interest rates will all do their part to influence the future direction of both the bond and stock markets. As always, we appreciate your investment and continued confidence in the Frontegra Funds. Sincerely, /s/ Thomas J. Holmberg, Jr. /s/ William D. Forsyth III Thomas J. Holmberg, CFA William D. Forsyth, CFA Frontegra Asset Management, Inc. Frontegra Asset Management, Inc. FRONTEGRA TOTAL RETURN BOND FUND FRONTEGRA INVESTMENT GRADE BOND FUND REPORT FROM REAMS ASSET MANAGEMENT COMPANY, LLC: The bond market provided modest returns over the last six months. In fact, absolute returns in the bond market were barely positive as Treasury rates trended up during the period. Relative returns proved more favorable, however, as the Total Return Bond Fund returned 1.27% over the past six months compared to 0.17% for the benchmark, Lehman Brothers Aggregate Bond Index. In similar fashion, the Investment Grade Bond Fund returned 1.27% over the past six months, bettering the 0.17% return of the benchmark. PORTFOLIO REVIEW Interest rates soared from July into early September then fell again before trading in a narrow range over the final three months. By year-end, ten-year Treasury yields were 45 basis points higher than at the end of 2002. Credit markets became very accommodating across the entire ratings spectrum, with record new issuance at increasingly narrower credit spreads. Further, the mortgage market turned from concerns of rising prepayment to a contemplation of falling prepayments. One factor that did not change during the period was the shape of the yield curve, as the curve remained extremely steep. Despite the recovery in the economy, inflation has so far remained quiescent and encouraged the Fed to delay any increase in short rates, causing the curve to steepen as longer rates rose. The main factor contributing to incremental performance during the period was the interest rate sensitivity of the Funds. Especially in the past few months, ten-year Treasury yields moved consistently within a 4.0-4.5% trading range. This is a critical range in our valuation models, and we tended to increase the duration of the Funds at the top of the range and lower the duration at the bottom. After a break in the mortgage market during the third calendar quarter when rising rates caused the expectation of a rapid slowing in prepayments and lengthening in durations, the mortgage market stabilized during the fourth calendar quarter with spreads narrowing. The raw yield available in the mortgage market remains enticing to investors in the current extremely low-yield market environment. However, the mortgage market could rapidly be destabilized again by a sharp move in interest rates in either direction. Credit conditions proved highly favorable during the past six months. Default rates have fallen with the recovery and the market is wide open for new issues of all quality levels. Credit spreads continue to be driven to unattractive levels by the paucity of acceptable-yield alternatives. This is especially true in the high yield market. PORTFOLIO OUTLOOK AND STRATEGY The Funds are positioned to benefit from movement over the current trading range in the longer-term Treasury market, from an eventual flattening in the yield curve, from underexposure to the overvalued credit market and from relative stability in the mortgage market. With the longer-term Treasury market expected to remain in a trading range as long as inflation remains well-behaved and short-rates remain unchanged, we will generally be extending duration near the top of the range (4.5% ten-year) and contracting duration near the bottom (4.0%). This corresponds to a "real" range of 2.0-2.5% on the Treasury ten-year, which is consistent with our market valuation model. The Funds remain modestly "barbelled" to take advantage of an eventual flattening in the curve. This is a strategy worth waiting for since, given the extreme slope of the curve, it is potentially more powerful than the duration strategy itself, and could benefit from both increasing-rate and declining-rate scenarios. Credit exposure is light, since we think that most credits have tightened so much in spread that they do not compensate adequately for risk. Holdings in energy/power credits, aircraft equipment trust certificates ("ETC"), and high yield bonds in general have been greatly reduced as they recovered during 2003. Mortgage holdings are significant and have been actively traded, adding performance, since the sector has provided significant opportunities. We think that these opportunities are likely to continue, especially with favorably- structured discount coupons becoming more available. Non prepayment-sensitive commercial mortgage backed securities ("CMBS") and asset-backed holdings continue to be significant in the Funds, since their AAA credit qualities and favorable structures are attractive compared to current alternatives. SUMMARY We think that the Funds are well positioned to take advantage of the opportunities afforded investors in the fixed income markets, particularly from a defensive duration posture and yield curve perspective. We appreciate your continued support as fellow shareholders in the Funds. Regards, /s/ Mark M. Egan /s/ Robert A. Crider Mark M. Egan, CFA, CPA Robert A. Crider, CFA Reams Asset Management Company, LLC Reams Asset Management Company, LLC INVESTMENT HIGHLIGHTS Growth of a $100,000 Investment Frontegra Total Lehman Brothers Date Return Bond Fund Aggregate Bond Index ---- ---------------- -------------------- 11/25/96*<F1> $100,000 $100,000 12/31/96 $99,239 $99,546 3/31/97 $98,362 $98,989 6/30/97 $102,032 $102,625 9/30/97 $105,600 $106,035 12/31/97 $107,761 $109,156 3/31/98 $109,814 $110,855 6/30/98 $112,097 $113,445 9/30/98 $116,435 $118,242 12/31/98 $116,850 $118,641 3/31/99 $116,509 $118,052 6/30/99 $115,847 $117,015 9/30/99 $116,931 $117,808 12/31/99 $116,688 $117,664 3/31/00 $120,434 $120,260 6/30/00 $123,697 $122,356 9/30/00 $127,807 $126,045 12/31/00 $132,423 $131,346 3/31/01 $137,575 $135,332 6/30/01 $138,374 $136,096 9/30/01 $143,478 $142,373 12/31/01 $142,220 $142,436 3/31/02 $142,420 $142,571 6/30/02 $143,131 $147,838 9/30/02 $144,301 $154,611 12/31/02 $150,349 $157,044 3/31/03 $154,795 $159,231 6/30/03 $162,151 $163,214 9/30/03 $162,793 $162,977 12/31/03 $164,216 $163,491 *<F1> 11/25/96 commencement of operations. Portfolio Total Return**<F2> FOR THE PERIOD ENDED 12/31/03 ONE YEAR 9.22% FIVE YEAR AVERAGE ANNUAL 7.04% SINCE COMMENCEMENT AVERAGE ANNUAL 7.24% This chart assumes an initial gross investment of $100,000 made on 11/25/96 (commencement of operations). Returns shown include the reinvestment of all distributions. Past performance is not predictive of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than the original cost. In the absence of existing fee waivers, total return would be reduced. The Lehman Brothers Aggregate Bond Index is an unmanaged market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of at least one year. The Index does not reflect investment management fees, brokerage commissions and other expenses associated with investing in fixed income securities. **<F2> The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Frontegra Total Return Bond Fund SCHEDULE OF INVESTMENTS December 31, 2003 (Unaudited) Principal Amount Value - ---------------- ----- ASSET-BACKED SECURITIES 10.7% $ 6,070,000 American Express Master Trust, 2002-2 A, 1.21%, 5/15/06 $ 6,070,995 1,910,000 Bank One Issuance Trust, 2003-A2 A2, 1.21%, 2/15/06 1,910,847 2,470,000 Chase Credit Card Master Trust, 2002-6 A, 1.22%, 9/15/05 2,470,890 2,100,000 Citibank Credit Card Issuance Trust, 2001-A2 A2, 1.29%, 2/07/06 2,104,150 3,440,000 Conseco Finance Securitizations Corp., 2000-4 A4, 7.73%, 4/01/31 3,506,192 2,457,615 Conseco Finance Securitizations Corp., 2002-1 A, 6.681%, 7/01/31 2,501,777 1,568,306 Conseco Finance Securitizations Corp., 2001-4 A2, 5.15%, 9/01/33 1,591,648 3,435,000 Discover Card Master Trust I, 2001-3 A, 1.31%, 3/15/06 3,444,155 1,200,000 GE Commercial Equipment Financing LLC, 2003-1 A3, 1.21%, 6/20/07 1,200,211 24,078 Green Tree Financial Corp., 1995-7 A5, 6.95%, 10/15/26 24,501 200,000 Green Tree Financial Corp., 1996-7 M1, 7.70%, 10/15/27 170,062 1,188,673 Lehman ABS Manufactured Housing Contract, 2001-B A3, 4.35%, 5/15/14 1,152,882 1,795,000 MBNA Credit Card Master Note Trust, 2003-A2 A2, 1.17%, 8/15/08 1,795,823 1,785,000 MBNA Master Credit Card Trust, 2000-C A, 1.28%, 2/15/05 1,786,856 1,785,000 MBNA Master Credit Card Trust, 2000-K A, 1.26%, 3/17/08 1,787,022 25,033 Mego Mortgage Home Loan Trust, 1996-2 A, 7.275%, 8/25/17 25,008 1,254,190 Mid-State Trust, 11 A1, 4.864%, 7/15/38 1,180,179 920,854 Nissan Auto Receivables Owner Trust, 2003-A A2, 1.45%, 5/16/05 921,479 1,670,000 Regions Auto Receivables Trust, 2002-1 A3, 2.63%, 1/16/07 1,687,560 1,353,985 Salomon Smith Barney RV Trust, 2001-1 A3, 4.74%, 2/15/13 1,379,889 1,405,951 World Omni Auto Receivables Trust, 2003-A A2, 1.46%, 8/15/05 1,407,400 ------------ TOTAL ASSET-BACKED SECURITIES (cost $38,332,640) 38,119,526 ------------ COMMERCIAL MORTGAGE-BACKED SECURITIES 7.5% 1,958,649 Capco America Securitization Corp., 1998-D7 A1A, 5.86%, 10/15/30 2,060,971 33,356 Chase Commercial Mortgage Securities Corp., 1997-2 A1, 6.45%, 12/19/04 33,691 350,000 Chase Commercial Mortgage Securities Corp., 1997-2 A2, 6.60%, 11/19/07 384,581 735,464 Commercial Mortgage Asset Trust, 1999-C1 A1, 6.25%, 1/17/32 770,311 860,924 Commercial Mortgage Pass-Through Certificate, 1999-1 A1, 6.145%, 5/15/32 909,915 917,234 Credit Suisse First Boston Mortgage Securities Corp., 1998-C2 A1, 5.96%, 12/15/07 974,638 1,887,087 Credit Suisse First Boston Mortgage Securities Corp., 2003-1 1A1, 7.00%, 2/25/33 1,938,645 2,450,000 General Growth Properties, 1 A1, 6.537%, 11/15/04 (Acquired 10/23/01; Cost $2,491,779) r<F3> 2,539,441 204,998 GMAC Commercial Mortgage Securities Inc., 1997-C1 A2, 6.853%, 7/15/29 207,693 1,151,389 GMAC Commercial Mortgage Securities Inc., 1999-C1 A1, 5.83%, 5/15/33 1,215,796 1,210,458 GMAC Commercial Mortgage Securities Inc., 2000-C2 A1, 7.273%, 8/16/33 1,321,981 817,812 GMAC Commercial Mortgage Securities Inc., 1998-C2 A1, 6.15%, 5/15/35 857,568 1,678,724 Lehman Brothers Commercial Conduit Mortgage Trust, 1998-C4 A1A, 5.87%, 10/15/35 1,751,657 320,000 Merrill Lynch Mortgage Investors, Inc., 1998-C1 A3, 6.72%, 11/15/26 348,987 1,617,837 Morgan Stanley Capital I, 1999-WF1 A1, 5.91%, 11/15/31 1,720,670 1,669,252 Mortgage Capital Funding, Inc., 1998-MC3 A1, 6.001%, 11/18/31 1,774,240 1,161,489 Nationslink Funding Corp., 1998-2 A1, 6.001%, 8/20/30 1,223,766 1,593,678 Nomura Asset Securities Corp., 1998-D6 A1A, 6.28%, 3/15/30 1,699,180 710,000 NYC Mortgage Loan Trust, 1996 A3, 6.75%, 9/25/19 (Acquired Multiple Dates; Cost $659,909) r<F3> 784,436 1,580,000 Principal Residential Mortgage Capital Resources, 2001-3A A1, 4.55%, 12/20/04 (Acquired Multiple Dates; Cost $1,579,320) r<F3> 1,595,010 816,735 Salomon Brothers Mortgage Securities VII, 2002-CDCA A1, 1.40%, 11/15/13 (Acquired 5/01/03; Cost $817,187) r<F3> 816,654 550,509 Salomon Brothers Mortgage Securities VII, 2000-C2 A1, 7.298%, 7/18/33 558,767 777,884 Salomon Brothers Mortgage Securities VII, 2001-MMA A1, 5.3228%, 2/18/34 (Acquired Multiple Dates; Cost $792,791) r<F3> 806,745 215,316 TIAA Commercial Real Estate Securitization, 2001-C1A A1, 5.77%, 6/19/16 (Acquired Multiple Dates; Cost $221,010) r<F3> 227,576 ------------ TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $25,716,362) 26,522,919 ------------ CORPORATE BONDS 15.1% Airlines 0.3% 1,201,925 American Airlines, Inc., 1.76%, 9/23/07 1,203,142 ------------ Automobiles 0.9% 1,625,000 Daimlerchrysler NA Hldg., 4.05%, 6/04/08 1,613,937 815,000 Ford Motor Co., 6.375%, 2/01/29 727,081 855,000 Hertz Corp., 4.70%, 10/02/06 870,051 ------------ 3,211,069 ------------ Banks 0.3% 945,000 Credit Suisse First Boston London, 7.90%, 5/01/07 (Acquired 12/17/02; Cost $991,909) r<F3> 1,055,464 ------------ Broadcast Services 0.2% 690,000 Liberty Media Corp., 3.50%, 9/25/06 693,448 ------------ Cable Television 0.2% 800,000 Comcast Corp., 5.30%, 1/15/14 797,343 ------------ Chemicals 0.6% 925,000 Equistar Chemicals LP, 8.75%, 2/15/09 966,625 970,000 ICI Wilmington Inc., 5.625%, 12/01/13 974,671 175,000 Lyondell Chemical Co., 11.125%, 7/15/12 194,250 ------------ 2,135,546 ------------ Energy 4.8% 1,300,996 AES Ironwood LLC, 8.857%, 11/30/25 1,385,560 1,524,000 American Ref-Fuel Co. LLC, 6.26%, 12/31/15 (Acquired Multiple Dates; Cost $1,524,000) r<F3> 1,492,834 597,275 East Coast Power LLC, 6.737%, 3/31/08 603,248 3,405,000 Edison Mission Energy Funding, 7.33%, 9/15/08 (Acquired Multiple Dates; Cost $3,178,908) r<F3> 3,558,225 1,400,000 FirstEnergy Corp., 7.375%, 11/15/31 1,432,168 490,000 Florida Power and Light Co., 5.95%, 10/01/33 501,902 1,173,104 FPL Energy Caithness Funding, 7.645%, 12/31/18 (Acquired 8/18/03; Cost $1,093,600) r<F3> 1,102,718 1,035,000 Northern States Power, 2.875%, 8/01/06 1,038,919 585,000 PSEG Power LLC, 5.50%, 12/01/15 585,827 220,000 PSEG Power LLC, 8.625%, 4/15/31 283,348 2,613,740 Sithe/Independence Funding, 8.50%, 6/30/07 2,822,840 935,000 Southern California Edison Co., 8.00%, 2/15/07 1,069,406 380,885 Sutton Bridge Financing LTD, 7.97%, 6/30/22 (Acquired 6/01/00; Cost $358,995) r<F3> 386,473 800,000 Utilicorp-AMBAC, 6.875%, 10/01/04 821,459 ------------ 17,084,927 ------------ Financial 3.9% 680,000 CIT Group Inc., 4.125%, 2/21/06 703,669 1,075,000 CIT Group Inc., 4.00%, 5/08/08 1,087,215 2,600,000 Citigroup Inc., 1.2731%, 9/01/06 2,601,412 654,933 Dryden Investor Trust, 7.157%, 7/23/08 (Acquired 8/18/03; Cost $704,662) r<F3> 707,328 700,000 Ford Motor Credit Co., 7.375%, 2/01/11 762,958 420,000 Ford Motor Credit Co., 7.25%, 10/25/11 455,517 680,000 Ford Motor Credit Co., 7.00%, 10/01/13 717,182 2,380,000 General Electric Capital Corp., 6.00%, 6/15/12 2,580,998 890,000 General Motors Acceptance Corp., 6.875%, 8/28/12 957,485 1,290,000 Household Finance Corp., 4.125%, 12/15/08 1,301,281 1,775,000 International Lease Finance Corp., 1.39%, 9/22/05 1,781,150 ------------ 13,656,195 ------------ Food 0.3% 580,000 Tyson Foods Inc., 7.25%, 10/01/06 635,583 195,000 Tyson Foods Inc., 8.25%, 10/01/11 226,115 ------------ 861,698 ------------ Forestry 0.2% 725,000 Weyerhaeuser Co., 7.375%, 3/15/32 788,294 ------------ Insurance 1.2% 2,520,000 Met Life Global Funding I, 1.32%, 8/28/06 (Acquired 8/22/03; Cost $2,520,000) r<F3> 2,523,359 940,000 Principal Life Global, 2.80%, 6/26/08 (Acquired 11/05/03; Cost $898,849) r<F3> 909,427 805,000 Protective Life Secured Trust, 3.70%, 11/24/08 802,443 ------------ 4,235,229 ------------ Networking Products 0.1% 275,000 Lucent Technologies, 5.50%, 11/15/08 255,750 ------------ Oil & Gas 0.8% 930,000 Amerada Hess Corp., 7.30%, 8/15/31 960,315 1,110,000 Devon Energy Corp., 2.75%, 8/01/06 1,110,516 780,000 Motiva Enterprises LLC, 5.20%, 9/15/12 (Acquired 9/18/02; Cost $777,551) r<F3> 794,062 ------------ 2,864,893 ------------ Pipelines 0.3% 1,100,000 El Paso Natural Gas Co., 7.625%, 8/01/10 1,130,250 ------------ Telecommunications 1.0% 1,190,000 AT&T Corp., 8.00%, 11/15/31 1,390,590 840,000 Deutsche Telekom International Finance BV, 8.25%, 6/15/30 1,073,040 485,000 Sprint Capital Corp., 8.375%, 3/15/12 566,383 590,000 Telefonos de Mexico, S.A. de C.V., 4.50%, 11/19/08 (Acquired 11/12/03; cost $588,720) r<F3> 590,897 ------------ 3,620,910 ------------ TOTAL CORPORATE BONDS (cost $51,283,795) 53,594,158 ------------ U.S. GOVERNMENT AGENCIES 38.5% Fannie Mae 21.0% 3,150,000 4.00%, 3/01/19 w<F4> 3,052,545 7,255,000 4.50%, 3/01/19 w<F4> 7,209,656 11,545,000 5.00%, 3/01/19 w<F4> 11,700,142 7,695,000 4.50%, 1/01/34 w<F4> 7,360,745 7,905,000 5.00%, 1/01/34 w<F4> 7,801,247 25,005,000 5.50%, 1/01/34 w<F4> 25,325,364 1,830,000 5.00%, 3/01/34 w<F4> 1,797,404 1,755,318 Pool 545938, 5.111%, 11/01/12 1,826,872 6,887 Pool 555569, 6.00%, 5/01/16 7,240 158,391 Pool 433043, 6.50%, 6/01/28 165,846 107,521 Pool 447704, 6.50%, 11/01/28 112,582 91,981 Pool 448235, 6.50%, 11/01/28 96,311 177,236 Pool 448635, 6.50%, 11/01/28 185,579 81,566 Pool 449012, 6.50%, 11/01/28 85,405 105,126 Pool 487778, 6.50%, 3/01/29 110,012 3,636,867 Pool 555203, 7.00%, 9/01/32 3,851,726 10,429 Series 1991-26 G, 8.00%, 4/25/06 10,853 85,000 Series 1994-3 PL, 5.50%, 1/25/24 88,700 1,225,282 Series 2003-W10 3A1, 1.623%, 3/25/32 1,219,271 1,037,397 Series 2001-T10 A1, 7.00%, 12/25/41 1,119,417 1,271,022 Series 2003-W2 1A3, 7.50%, 7/25/42 1,387,797 ------------ 74,514,714 ------------ Freddie Mac 0.5% 557,545 Gold Pool M80779, 5.00%, 11/01/09 571,957 1,114,506 Pool 780653, 3.134%, 7/01/33 1,117,677 ------------ 1,689,634 ------------ Ginnie Mae 15.6% 7,600,000 5.50%, 1/01/34 w<F4> 7,725,871 7,690,000 6.00%, 1/01/34 w<F4> 7,990,387 8,775,000 6.50%, 1/01/34 w<F4> 9,246,656 21,705,000 6.00%, 2/01/34 w<F4> 22,485,034 6,955,000 6.50%, 2/01/34 w<F4> 7,317,968 58,059 Pool 331001, 8.25%, 7/15/07 62,379 36,463 Pool 036629, 9.50%, 10/15/09 40,263 425,000 Series 20 H, 5.50%, 10/25/23 440,373 ------------ 55,308,931 ------------ Sallie Mae 1.4% 2,955,000 Series 2003-12 A1, 1.1931%, 6/15/09 2,955,000 2,140,000 Series 2003-11 A1, 1.1984%, 9/15/09 2,140,179 ------------ 5,095,179 ------------ TOTAL U.S. GOVERNMENT AGENCIES (cost $135,747,699) 136,608,458 ------------ U.S. TREASURIES 35.0% U.S. Treasury Bonds 10.3% 2,890,000 6.875%, 8/15/25 3,535,395 6,800,000 5.25%, 2/15/29 6,860,030 25,290,000 5.375%, 2/15/31 26,373,727 ------------ 36,769,152 ------------ U.S. Treasury Inflation Index Bonds 2.3% 957,372 1.875%, 7/15/13 950,490 5,724,535 3.625%, 4/15/28 7,093,053 ------------ 8,043,543 ------------ U.S. Treasury Notes 22.4% 10,060,000 1.625%, 10/31/05 10,044,286 185,000 2.625%, 5/15/08 182,218 11,425,000 3.375%, 11/15/08 11,515,600 27,385,000 3.375%, 12/15/08 27,571,136 30,085,000 4.25%, 11/15/13 c<F5> 30,052,087 ------------ 79,365,327 ------------ TOTAL U.S. TREASURIES (cost $123,968,326) 124,178,022 ------------ SHORT-TERM INVESTMENTS 21.9% U.S. Government Agencies 21.6% 11,465,000 Fannie Mae Discount Note, 1.05%, 2/25/04 c<F5> 11,446,170 65,188,000 Federal Home Loan Bank Discount Note, 1.03%, 1/02/04 c<F5> 65,187,185 ------------ 76,633,355 ------------ Variable Rate Demand Notes v<F6> 0.3% 291,909 American Family Financial Services Inc., 0.7609% c<F5> 291,909 594,814 Wisconsin Corporate Central Credit Union, 0.7900% c<F5> 594,814 ------------ 886,723 ------------ TOTAL SHORT-TERM INVESTMENTS (cost $77,520,078) 77,520,078 ------------ TOTAL INVESTMENTS 128.7% (cost $452,568,900) 456,543,161 Liabilities, less Other Assets (28.7)% (101,682,536) ------------ NET ASSETS 100.0% $354,860,625 ------------ ------------ r<F3> Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities amounted to $19,890,649 (5.6% of net assets) at December 31, 2003. w<F4> When-issued security. c<F5> Security marked as segregated to cover when-issued securities. The balance of when-issued securities was collateralized by cash. v<F6> Variable rate demand notes are considered short-term obligations and are payable upon demand. Interest rates change periodically on specified dates. The rates listed are as of December 31, 2003. See notes to financial statements. Frontegra Total Return Bond Fund STATEMENT OF ASSETS AND LIABILITIES December 31, 2003 (Unaudited) ASSETS: Investments at value (cost $452,568,900) $456,543,161 Cash 19,028,624 Interest receivable 2,293,329 Receivable for investments sold 74,018,748 Receivable for Fund shares sold 1,161 Other assets 40,373 ------------ Total assets 551,925,396 ------------ LIABILITIES: Payable for investments purchased 196,918,385 Accrued investment advisory fee 95,827 Accrued expenses 50,559 ------------ Total liabilities 197,064,771 ------------ NET ASSETS $354,860,625 ------------ ------------ NET ASSETS CONSIST OF: Paid in capital $358,152,994 Undistributed net investment income 17,471 Undistributed net realized loss (7,284,101) Net unrealized appreciation on investments 3,974,261 ------------ NET ASSETS $354,860,625 ------------ ------------ CAPITAL STOCK, $0.01 PAR VALUE Authorized 100,000,000 Issued and outstanding 11,517,981 NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $30.81 ------ ------ See notes to financial statements. Frontegra Total Return Bond Fund STATEMENT OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED) ----------------- INVESTMENT INCOME: Interest $ 6,594,518 ----------- EXPENSES: Investment advisory fees 708,970 Fund administration and accounting fees 109,038 Custody fees 24,668 Federal and state registration fees 12,034 Audit fees 8,895 Shareholder servicing fees 7,296 Legal fees 7,282 Directors' fees and related expenses 3,143 Reports to shareholders 1,152 Other 6,829 ----------- Total expenses before waiver 889,307 Waiver of expenses by Adviser (136,027) ----------- Net expenses 753,280 ----------- NET INVESTMENT INCOME 5,841,238 ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized loss on investments (5,311,298) Change in net unrealized appreciation/depreciation on investments 3,900,034 ----------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (1,411,264) ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 4,429,974 ----------- ----------- See notes to financial statements. Frontegra Total Return Bond Fund STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED DECEMBER 31, 2003 YEAR ENDED (UNAUDITED) JUNE 30, 2003 ----------------- ------------- OPERATIONS: Net investment income $ 5,841,238 $ 20,290,234 Net realized gain (loss) on investments (5,311,298) 13,982,416 Change in net unrealized appreciation/depreciation on investments 3,900,034 9,250,988 ------------ ------------ Net increase in net assets resulting from operations 4,429,974 43,523,638 ------------ ------------ DISTRIBUTIONS PAID FROM: Net investment income (6,099,028) (21,105,270) Net realized gain on investments (10,758,922) (3,205,518) ------------ ------------ Net decrease in net assets resulting from distributions paid (16,857,950) (24,310,788) ------------ ------------ CAPITAL SHARE TRANSACTIONS: Shares sold 5,021,152 48,896,678 Shares issued to holders in reinvestment of distributions 16,190,478 23,686,272 Shares redeemed (11,975,444) (83,475,172) ------------ ------------ Net increase (decrease) in net assets resulting from capital share transactions 9,236,186 (10,892,222) ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS (3,191,790) 8,320,628 ------------ ------------ NET ASSETS: Beginning of period 358,052,415 349,731,787 ------------ ------------ End of period (includes undistributed net investment income of $17,471 and $275,261, respectively) $354,860,625 $358,052,415 ------------ ------------ ------------ ------------ See notes to financial statements. Frontegra Total Return Bond Fund FINANCIAL HIGHLIGHTS SIX MONTHS EIGHT ENDED YEAR YEAR YEAR YEAR MONTHS YEAR DECEMBER 31, ENDED ENDED ENDED ENDED ENDED ENDED 2003 JUNE 30, JUNE 30, JUNE 30, JUNE 30, JUNE 30, OCTOBER 31, (UNAUDITED) 2003 2002 2001 2000 1999 1998 ---------- -------- -------- -------- -------- -------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD $31.92 $30.21 $31.01 $29.36 $29.34 $31.38 $30.85 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income 0.53 1.80 1.45 1.74 1.90 1.29 1.75 Net realized and unrealized gain (loss) on investments (0.12) 2.06 (0.40) 1.68 0.02 (1.18) 0.59 ------ ------ ------ ------ ------ ------ ------ TOTAL INCOME FROM INVESTMENT OPERATIONS 0.41 3.86 1.05 3.42 1.92 0.11 2.34 ------ ------ ------ ------ ------ ------ ------ LESS DISTRIBUTIONS PAID: From net investment income (0.55) (1.87) (1.38) (1.74) (1.90) (1.44) (1.75) From net realized gain on investments (0.97) (0.28) (0.47) (0.03) -- (0.71) (0.06) ------ ------ ------ ------ ------ ------ ------ TOTAL DISTRIBUTIONS PAID (1.52) (2.15) (1.85) (1.77) (1.90) (2.15) (1.81) ------ ------ ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $30.81 $31.92 $30.21 $31.01 $29.36 $29.34 $31.38 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL RETURN(1)<F7> 1.27% 13.29% 3.44% 11.87% 6.78% 0.32% 7.79% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $354,861 $358,052 $349,732 $167,191 $70,435 $48,413 $48,457 Ratio of expenses to average net assets(2)<F8>(3)<F9> 0.425% 0.425% 0.425% 0.425% 0.43% 0.50% 0.50% Ratio of net investment income to average net assets(2)<F8>(3)<F9> 3.30% 5.78% 4.84% 6.47% 6.82% 6.37% 5.79% Portfolio turnover rate(1)<F7> 615% 489% 885% 635% 438% 83% 131% (1)<F7> Not annualized for periods less than a full year. (2)<F8> Net of waivers and reimbursements by Adviser. Without waivers and reimbursements of expenses, the ratio of expenses to average net assets would have been 0.505%, 0.505%, 0.535%, 0.605%, 0.71%, 0.82% and 0.78%, and the ratio of net investment income to average net assets would have been 3.22%, 5.70%, 4.73%, 6.29%, 6.54%, 6.05% and 5.51% for the periods ended December 31, 2003, June 30, 2003, June 30, 2002, June 30, 2001, June 30, 2000, June 30, 1999 and October 31, 1998, respectively. (3)<F9> Annualized. See notes to financial statements. INVESTMENT HIGHLIGHTS Growth of a $100,000 Investment Frontegra Investment Lehman Brothers Date Grade Bond Fund Aggregate Bond Index ---- --------------- -------------------- 2/23/2001*<F10> $100,000 $100,000 3/31/2001 $101,242 $101,377 6/30/2001 $101,975 $101,949 9/30/2001 $106,197 $106,652 12/31/2001 $106,384 $106,699 3/31/2002 $106,324 $106,800 6/30/2002 $109,262 $110,746 9/30/2002 $111,830 $115,820 12/31/2002 $113,632 $117,642 3/31/2003 $115,161 $119,281 6/30/2003 $117,928 $122,264 9/30/2003 $118,839 $122,086 12/31/2003 $119,424 $122,471 *<F10> 2/23/01 commencement of operations. Portfolio Total Return**<F11> FOR THE PERIOD ENDED 12/31/03 ONE YEAR 5.10% SINCE COMMENCEMENT AVERAGE ANNUAL 6.42% This chart assumes an initial gross investment of $100,000 made on 2/23/01 (commencement of operations). Past performance is not predictive of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than the original cost. In the absence of existing fee waivers, total return would be reduced. The Lehman Brothers Aggregate Bond Index is an unmanaged market value-weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of at least one year. The Index does not reflect investment management fees, brokerage commissions and other expenses associated with investing in fixed income securities. **<F11> The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Frontegra Investment Grade Bond Fund SCHEDULE OF INVESTMENTS December 31, 2003 (Unaudited) Principal Amount Value - ---------------- ----- ASSET-BACKED SECURITIES 13.2% $ 2,230,000 American Express Master Trust, 2002-2 A, 1.21%, 5/15/06 $ 2,230,365 650,000 Bank One Issuance Trust, 2003-A2 A2, 1.21%, 2/15/06 650,288 1,049,282 California Infrastructure PG&E-1, 1997-1 A7, 6.42%, 9/25/08 1,116,039 835,000 Chase Credit Card Master Trust, 2002-6 A, 1.22%, 9/15/05 835,301 664,090 CIT Equipment Collateral, 2002-VT1 A3, 4.03%, 1/20/06 673,890 715,000 Citibank Credit Card Issuance Trust, 2001-A2 A2, 1.29%, 2/07/06 716,413 290,000 Conseco Finance Securitizations Corp., 2000-4 A4, 7.73%, 4/01/31 295,580 837,744 Conseco Finance Securitizations Corp., 2002-1 A, 6.681%, 7/01/31 852,798 299,764 Conseco Finance Securitizations Corp., 2001-3 A2, 5.16%, 5/01/33 303,197 193,884 Conseco Finance Securitizations Corp., 2001-4 A2, 5.15%, 9/01/33 196,770 1,160,000 Discover Card Master Trust I, 2001-3 A, 1.31%, 3/15/06 1,163,092 405,000 GE Commercial Equipment Financing LLC, 2003-1 A3, 1.21%, 6/20/07 405,071 326,086 Keystone Owner Trust, 1998-P1 M1, 7.53%, 5/25/25 (Acquired 4/22/03; Cost $341,901) r<F12> 337,482 276,548 Lehman ABS Manufactured Housing Contract, 2001-B A3, 4.35%, 5/15/14 268,221 660,000 MBNA Credit Card Master Note Trust, 2003-A2 A2, 1.17%, 8/15/08 660,303 605,000 MBNA Master Credit Card Trust, 2000-C A, 1.28%, 2/15/05 605,629 605,000 MBNA Master Credit Card Trust, 2000-K A, 1.26%, 3/17/08 605,685 458,622 Mid-State Trust, 11 A1, 4.864%, 7/15/38 431,558 60,250 MMCA Automobile Trust, 2002-1 A3, 4.15%, 5/15/06 60,285 324,301 Nissan Auto Receivables Owner Trust, 2003-A A2, 1.45%, 5/16/05 324,521 1,073,657 Oakwood Mortgage Investors Inc., 1995-A A4, 7.70%, 9/15/20 1,126,393 89,615 Oakwood Mortgage Investors Inc., 1996-A A3, 6.60%, 5/15/21 92,560 575,000 Regions Auto Receivables Trust, 2002-1 A3, 2.63%, 1/16/07 581,046 371,478 Salomon Smith Barney RV Trust, 2001-1 A3, 4.74%, 2/15/13 378,585 495,688 World Omni Auto Receivables Trust, 2003-A A2, 1.46%, 8/15/05 496,199 ------------ TOTAL ASSET-BACKED SECURITIES (cost $15,465,859) 15,407,271 ------------ COMMERCIAL MORTGAGE-BACKED SECURITIES 6.8% 300,471 Capco America Securitization Corp., 1998-D7 A1A, 5.86%, 10/15/30 316,167 615,852 Commercial Mortgage Asset Trust, 1999-C1 A1, 6.25%, 1/17/32 645,032 559,076 Credit Suisse First Boston Mortgage Securities Corp., 1998-C2 A1, 5.96%, 12/15/07 594,065 680,499 Credit Suisse First Boston Mortgage Securities Corp., 2003-1 1A1, 7.00%, 2/25/33 699,091 68,163 Credit Suisse First Boston Mortgage Securities Corp., 1998-C1 A1A, 6.26%, 5/17/40 71,210 263,045 First Union Commercial Mortgage Trust, 1999-C1 A1, 5.73%, 10/15/35 275,145 940,000 General Growth Properties, 1 A1, 6.537%, 11/15/04 (Acquired Multiple Dates; Cost $963,581) r<F12> 974,316 43,302 GMAC Commercial Mortgage Securities Inc., 1997-C1 A2, 6.853%, 7/15/29 43,871 222,686 GMAC Commercial Mortgage Securities Inc., 1999-C1 A1, 5.83%, 5/15/33 235,143 129,949 GMAC Commercial Mortgage Securities Inc., 1998-C2 A1, 6.15%, 5/15/35 136,266 130,923 Lehman Brothers Commercial Conduit Mortgage Trust, 1998-C4 A1A, 5.87%, 10/15/35 136,611 115,000 Merrill Lynch Mortgage Investors, Inc., 1998-C1 A3, 6.72%, 11/15/26 125,417 446,459 Morgan Stanley Capital I, 1999-WF1 A1, 5.91%, 11/15/31 474,837 331,639 Mortgage Capital Funding, Inc., 1998-MC3 A1, 6.001%, 11/18/31 352,498 708,837 Nationslink Funding Corp., 1998-2 A1, 6.001%, 8/20/30 746,843 255,746 Nomura Asset Securities Corp., 1998-D6 A1A, 6.28%, 3/15/30 272,677 260,000 NYC Mortgage Loan Trust, 1996 A3, 6.75%, 9/25/19 (Acquired 8/18/03; Cost $278,289) r<F12> 287,258 200,000 Principal Residential Mortgage Capital Resources, 2001-3A A1, 4.55%, 12/20/04 (Acquired Multiple Dates; Cost $201,907) r<F12> 201,900 288,560 Salomon Brothers Mortgage Securities VII, 2002-CDCA A1, 1.40%, 11/15/13 (Acquired 5/01/03; Cost $288,720) r<F12> 288,532 214,097 Salomon Brothers Mortgage Securities VII, 2001-MMA A1, 5.3228%, 2/18/34 (Acquired Multiple Dates; Cost $222,453) r<F12> 222,040 26,258 TIAA Commercial Real Estate Securitization, 2001-C1A A1, 5.77%, 6/19/16 (Acquired Multiple Dates; Cost $27,481) r<F12> 27,753 658,240 Wachovia Bank Commercial Mortgage Trust, 2003-C5 A1, 2.986%, 2/15/12 626,570 262,630 Wachovia Bank Commercial Mortgage Trust, 2002-C1 A1, 4.539%, 4/15/34 272,401 ------------ TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $7,965,261) 8,025,643 ------------ CORPORATE BONDS 14.0% Airlines 0.4% 463,338 American Airlines, Inc., 1.76%, 9/23/07 463,807 ------------ Automobiles 0.7% 545,000 Daimlerchrysler NA Hldg., 4.05%, 6/04/08 541,290 285,000 Hertz Corp., 4.70%, 10/02/06 290,017 ------------ 831,307 ------------ Banks 0.3% 270,000 Credit Suisse First Boston London, 7.90%, 5/01/07 (Acquired Multiple Dates; Cost $281,123) r<F12> 301,561 ------------ Broadcast Services 0.2% 240,000 Liberty Media Corp., 3.50%, 9/25/06 241,199 ------------ Cable Television 0.2% 270,000 Comcast Corp., 5.30%, 1/15/14 269,103 ------------ Diversified Manufacturing 0.6% 660,000 General Electric Co., 5.00%, 2/01/13 667,481 ------------ Energy 2.8% 598,000 American Ref-Fuel Co. LLC, 6.26%, 12/31/15 (Acquired Multiple Dates; Cost $598,000) r<F12> 585,771 540,000 Consumers Energy Co., 5.375%, 4/15/13 (Acquired 6/19/03; Cost $575,551) r<F12> 542,498 295,000 Duke Energy Corp., 4.50%, 4/01/10 300,928 615,000 Entergy Arkansas Inc., 5.00%, 7/01/18 (Acquired 6/18/03; Cost $611,273) r<F12> 575,382 325,000 NiSource Finance Corp., 3.20%, 11/01/06 327,624 380,000 Northern States Power, 2.875%, 8/01/06 381,439 180,000 PSEG Power, LLC, 8.625%, 4/15/31 231,830 260,000 Public Service Electric & Gas Co., 4.00%, 11/01/08 262,414 128,438 Sutton Bridge Financing LTD, 7.97%, 6/30/22 (Acquired 8/18/03; Cost $123,461) r<F12> 130,322 ------------ 3,338,208 ------------ Financial 3.6% 240,000 CIT Group Inc., 4.125%, 2/21/06 248,354 380,000 CIT Group Inc., 4.00%, 5/08/08 384,318 950,000 Citigroup Inc., 1.2731%, 9/01/06 950,516 241,774 Dryden Investor Trust, 7.157%, 7/23/08 (Acquired 8/18/03; Cost $260,132) r<F12> 261,116 230,000 Ford Motor Credit Co., 7.375%, 2/01/11 250,686 140,000 Ford Motor Credit Co., 7.25%, 10/25/11 151,839 230,000 Ford Motor Credit Co., 7.00%, 10/01/13 242,576 295,000 General Motors Acceptance Corp., 6.875%, 8/28/12 317,369 425,000 Household Finance Corp., 4.125%, 12/15/08 428,717 595,000 International Lease Finance Corp., 1.39%, 9/22/05 597,062 440,000 National Rural Utilities Cooperative Finance Corp., 4.378%, 10/01/10 441,810 ------------ 4,274,363 ------------ Insurance 2.2% 925,000 Met Life Global Funding I, 1.32%, 8/28/06 (Acquired 8/22/03; Cost $925,000) r<F12> 926,233 1,070,000 Principal Life Global, 2.80%, 6/26/08 (Acquired 6/19/03; Cost $1,066,737) r<F12> 1,035,198 585,000 Protective Life Secured Trust, 3.70%, 11/24/08 583,141 ------------ 2,544,572 ------------ Oil & Gas 0.6% 405,000 Devon Energy Corp., 2.75%, 8/01/06 405,188 290,000 Motiva Enterprises LLC, 5.20%, 9/15/12 (Acquired Multiple Dates; Cost $289,517) r<F12> 295,228 ------------ 700,416 ------------ Real Estate 0.5% 515,000 Liberty Property LP, 7.75%, 4/15/09 601,600 ------------ Special Purpose Entity 0.5% 605,000 PF Export Rec Master Trust, 3.748%, 6/01/13 (Acquired Multiple Dates; Cost $606,863) r<F12> 589,694 ------------ Telecommunications 1.4% 400,000 AT&T Corp., 8.00%, 11/15/31 467,425 310,000 Deutsche Telekom International Finance BV, 8.25%, 6/15/30 396,003 195,000 Telefonos de Mexico, S.A. de C.V., 4.50%, 11/19/08 (Acquired 11/12/03; Cost $194,577) r<F12> 195,296 535,000 Verizon North Inc., 5.634%, 1/01/21 (Acquired Multiple Dates; Cost $536,080) r<F12> 531,116 ------------ 1,589,840 ------------ TOTAL CORPORATE BONDS (cost $16,262,558) 16,413,151 ------------ U.S. GOVERNMENT AGENCIES 42.1% Fannie Mae 25.5% 1,250,000 4.00%, 3/01/19 w<F13> 1,211,328 2,290,000 4.50%, 3/01/19 w<F13> 2,275,688 3,865,000 5.00%, 3/01/19 w<F13> 3,916,938 2,860,000 4.50%, 1/01/34 w<F13> 2,735,767 2,995,000 5.00%, 1/01/34 w<F13> 2,955,691 8,355,000 5.50%, 1/01/34 w<F13> 8,462,044 1,760,000 Pool 385537, 4.745%, 11/01/12 1,785,527 609,690 Pool 545938, 5.111%, 11/01/12 634,544 6,887 Pool 555569, 6.00%, 5/01/16 7,240 1,343,788 Pool 555180, 6.00%, 11/01/17 1,411,011 1,386,966 Pool 555203, 7.00%, 9/01/32 1,468,905 1,253,794 Series 2003-M2 A, 2.92%, 5/25/09 1,225,213 452,357 Series 2003-W10 3A1, 1.623%, 3/25/32 450,138 444,469 Series 2003-W10 1A1, 1.701%, 6/25/32 442,574 366,619 Series 2001-T10 A1, 7.00%, 12/25/41 395,605 449,463 Series 2003-W2 1A3, 7.50%, 7/25/42 490,757 ------------ 29,868,970 ------------ Freddie Mac 0.4% 412,605 Pool 780653, 3.134%, 7/01/33 413,778 ------------ Ginnie Mae 14.8% 2,505,000 5.50%, 1/01/34 w<F13> 2,546,488 2,565,000 6.00%, 1/01/34 w<F13> 2,665,194 2,000,000 6.50%, 1/01/34 w<F13> 2,107,500 6,835,000 6.00%, 2/01/34 w<F13> 7,080,636 2,580,000 6.50%, 2/01/34 w<F13> 2,714,645 141,570 Series 25 B, 6.50%, 12/25/08 149,557 ------------ 17,264,020 ------------ Sallie Mae 1.4% 970,000 Series 2003-12 A1, 1.1931%, 6/15/09 970,000 720,000 Series 2003-11 A1, 1.1984%, 9/15/09 720,060 ------------ 1,690,060 ------------ TOTAL U.S. GOVERNMENT AGENCIES (cost $48,916,724) 49,236,828 ------------ U.S. TREASURIES 33.7% U.S. Treasury Bonds 9.4% 995,000 6.875%, 8/15/25 1,217,203 2,235,000 5.25%, 2/15/29 2,254,731 7,185,000 5.375%, 2/15/31 7,492,892 ------------ 10,964,826 ------------ U.S. Treasury Inflation Index Bonds 1.8% 317,444 1.875%, 7/15/13 315,163 1,418,287 3.625%, 4/15/28 1,757,346 ------------ 2,072,509 ------------ U.S. Treasury Notes 22.5% 3,565,000 1.625%, 10/31/05 3,559,431 150,000 3.00%, 2/15/08 150,697 65,000 2.625%, 5/15/08 64,022 3,735,000 3.375%, 11/15/08 3,764,619 8,955,000 3.375%, 12/15/08 c<F14> 9,015,867 9,835,000 4.25%, 11/15/13 c<F14> 9,824,241 ------------ 26,378,877 ------------ TOTAL U.S. TREASURIES (cost $39,348,504) 39,416,212 ------------ SHORT-TERM INVESTMENTS 16.8% U.S. Government Agencies 16.2% 3,780,000 Fannie Mae Discount Note, 1.05%, 2/25/04 c<F14> 3,773,792 15,151,000 Federal Home Loan Bank Discount Note, 1.03%, 1/02/04 c<F14> 15,150,811 ------------ 18,924,603 ------------ Variable Rate Demand Notes v<F15> 0.6% 391,375 American Family Financial Services Inc., 0.7609% c<F14> 391,375 291,711 Wisconsin Corporate Central Credit Union, 0.7900% c<F14> 291,711 ------------ 683,086 ------------ TOTAL SHORT-TERM INVESTMENTS (cost $19,607,689) 19,607,689 ------------ TOTAL INVESTMENTS 126.6% (cost $147,566,595) 148,106,794 Liabilities, less Other Assets (26.6)% (31,159,914) ------------ NET ASSETS 100.0% $116,946,880 ------------ ------------ r<F12> Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities amounted to $8,308,696 (7.1% of net assets) at December 31, 2003. w<F13> When-issued security. c<F14> Security marked as segregated to cover when-issued securities. The balance of when-issued securities was collateralized by cash. v<F15> Variable rate demand notes are considered short-term obligations and are payable upon demand. Interest rates change periodically on specified dates. The rates listed are as of December 31, 2003. See notes to financial statements. Frontegra Investment Grade Bond Fund STATEMENT OF ASSETS AND LIABILITIES December 31, 2003 (Unaudited) ASSETS: Investments at value (cost $147,566,595) $148,106,794 Cash 6,166,489 Interest receivable 688,312 Receivable for investments sold 26,081,006 Other assets 18,612 ------------ Total assets 181,061,213 ------------ LIABILITIES: Payable for investments purchased 64,062,981 Accrued investment advisory fee 20,599 Accrued expenses 30,753 ------------ Total liabilities 64,114,333 ------------ NET ASSETS $116,946,880 ------------ ------------ NET ASSETS CONSIST OF: Paid in capital $117,164,215 Undistributed net investment income 11,026 Undistributed net realized loss (768,560) Net unrealized appreciation on investments 540,199 ------------ NET ASSETS $116,946,880 ------------ ------------ CAPITAL STOCK, $0.01 PAR VALUE Authorized 100,000,000 Issued and outstanding 11,321,921 NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $10.33 ------ ------ See notes to financial statements. Frontegra Investment Grade Bond Fund STATEMENT OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED) ----------------- INVESTMENT INCOME: Interest $2,135,847 ---------- EXPENSES: Investment advisory fees 257,512 Fund administration and accounting fees 61,080 Custody fees 15,052 Audit fees 8,887 Federal and state registration fees 8,696 Legal fees 7,620 Shareholder servicing fees 7,616 Directors' fees and related expenses 3,144 Reports to shareholders 852 Other 3,463 ---------- Total expenses before waiver 373,922 Waiver of expenses by Adviser (116,410) ---------- Net expenses 257,512 ---------- NET INVESTMENT INCOME 1,878,335 ---------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized loss on investments (747,590) Change in net unrealized appreciation/depreciation on investments 71,060 ---------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (676,530) ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,201,805 ---------- ---------- See notes to financial statements. Frontegra Investment Grade Bond Fund STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED DECEMBER 31, 2003 YEAR ENDED (UNAUDITED) JUNE 30, 2003 ----------------- ------------- OPERATIONS: Net investment income $ 1,878,335 $ 4,132,136 Net realized gain (loss) on investments (747,590) 4,022,023 Change in net unrealized appreciation/depreciation on investments 71,060 371,112 ------------ ------------ Net increase in net assets resulting from operations 1,201,805 8,525,271 ------------ ------------ DISTRIBUTIONS PAID FROM: Net investment income (1,926,543) (4,087,825) Net realized gain on investments (2,757,171) (1,203,767) ------------ ------------ Net decrease in net assets resulting from distributions paid (4,683,714) (5,291,592) ------------ ------------ CAPITAL SHARE TRANSACTIONS: Shares sold 5,065,848 105,680,111 Shares issued to holders in reinvestment of distributions 3,463,497 4,596,057 Shares redeemed (23,311,803) (13,733,982) ------------ ------------ Net increase (decrease) in net assets resulting from capital share transactions (14,782,458) 96,542,186 ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS (18,264,367) 99,775,865 ------------ ------------ NET ASSETS: Beginning of period 135,211,247 35,435,382 ------------ ------------ End of period (includes undistributed net investment income of $11,026 and $59,234, respectively) $116,946,880 $135,211,247 ------------ ------------ ------------ ------------ See notes to financial statements. Frontegra Investment Grade Bond Fund FINANCIAL HIGHLIGHTS SIX MONTHS ENDED YEAR YEAR PERIOD DECEMBER 31, ENDED ENDED ENDED 2003 JUNE 30, JUNE 30, JUNE 30, (UNAUDITED) 2003 2002 2001(1)<F16> ------------ -------- -------- ----------- NET ASSET VALUE, BEGINNING OF PERIOD $10.62 $10.28 $10.02 $10.00 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income 0.17 0.35 0.35 0.18 Net realized and unrealized gain (loss) on investments (0.04) 0.45 0.35 0.02 ------ ------ ------ ------ TOTAL INCOME FROM INVESTMENT OPERATIONS 0.13 0.80 0.70 0.20 ------ ------ ------ ------ LESS DISTRIBUTIONS PAID: From net investment income (0.17) (0.35) (0.35) (0.18) From net realized gain on investments (0.25) (0.11) (0.09) -- ------ ------ ------ ------ TOTAL DISTRIBUTIONS PAID (0.42) (0.46) (0.44) (0.18) ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $10.33 $10.62 $10.28 $10.02 ------ ------ ------ ------ ------ ------ ------ ------ TOTAL RETURN(2)<F17> 1.27% 7.93% 7.15% 1.98% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $116,947 $135,211 $35,435 $7,242 Ratio of expenses to average net assets(3)<F18>(4)<F19> 0.42% 0.42% 0.37% 0.30% Ratio of net investment income to average net assets(3)<F18>(4)<F19> 3.06% 3.78% 3.79% 5.21% Portfolio turnover rate(2)<F17> 451% 625% 1,624% 212% (1)<F16> Commenced operations on February 23, 2001. (2)<F17> Not annualized for periods less than a full year. (3)<F18> Net of waivers and reimbursements by Adviser. Without waivers and reimbursements of expenses, the ratio of expenses to average net assets would have been 0.61%, 0.62%, 1.02% and 2.64% and the ratio of net investment income to average net assets would have been 2.87%, 3.58%, 3.14% and 2.87% for the periods ended December 31, 2003, June 30, 2003, June 30, 2002 and June 30, 2001, respectively. (4)<F19> Annualized. See notes to financial statements. FRONTEGRA IRONBRIDGE SMALL CAP FUND REPORT FROM IRONBRIDGE CAPITAL MANAGEMENT, LLC: Since its inception on August 30, 2002, the Frontegra IronBridge Small Cap Fund has returned 37.26% compared to 32.10% for the Russell 2000 Index, a proxy for small stocks. Over the past six months, the Fund was up 17.11% but trailed the Russell 2000 Index, which was up 24.92%. While our goal is to beat the Russell 2000 Index every year, a few of the Fund's largest holdings just could not keep up with Russell 2000 Index during the last six months of the calendar year. Additionally, a cash drag held the Fund back as it took profits in some fully valued positions, our new buy ideas experienced price increases above our preferred entry points and new assets came into the Fund in a rising market environment. During the period, small company stocks continued to outshine those of larger market capitalization. Large companies, as measured by the S&P 500 Index, increased "only" 15.14% for the six-month period. While many investors wonder if the small-company winning streak can continue, our current research concludes it is less obvious that the trend has sustainability going forward. PORTFOLIO OUTLOOK AND STRATEGY We remain optimistic for the prospects of the equity market. Nevertheless, as we look at all of the components of wealth creation within the context of our pricing equation, things look almost too good to be true. Cash flow return on investments ("CFROI") are rising due to a synchronized global recovery. This is the first recovery in twenty years that simultaneously includes Japan, Europe and the United States. China is booming. Even the "old economy" manufacturing companies are exhibiting improving CFROIs and have positive growth. Capital spending is picking up, driven by low interest rates, profit growth and improved balance sheets. CFROIs remain solid. The investors' discount rate remains low due to low inflation and taxes. The environment is ripe for wealth creation. The big question is whether all of the above good news is already discounted in current stock prices; our valuation work concludes much of it is. Clearly, expectations going into 2004 are very high. We expect to deliver more "normal returns" of 300-400 basis points of excess return from our disciplined stock picking process. We would be very happy with a 10% to 14% return in the next calendar year. There are certainly many risks to our rosy scenario that we will be monitoring. The declining dollar could trigger some sort of crisis. Gold hitting new highs foretells an increased risk of higher inflation. Clearly, something has got to give in the next few quarters. Discount rates cannot remain low while gold and other commodities remain at new highs indefinitely. Either gold and/or other commodities will decline or remain stable as increased investment increases supply, or the discount rate will begin to increase, making it difficult for equities to advance. A bull market in both equities and commodities is unsustainable. Another concern is the uncertainty surrounding the election. Currently, the market is pricing a Bush victory, which we believe is a good bet. Many Democratic front-runners want to roll back the Bush tax cuts. If elected and successful in rolling back the tax cuts, we believe the market would fall perhaps as much as 20%. SUMMARY Our investment time horizon is long-term. Thus, our current portfolio strategy remains unchanged. IronBridge employs a disciplined investment process with an emphasis on stock picking. We just keep looking for approximately 85 companies, which are doing the right thing to create shareholder value, and are likely to beat the expectations implied by their current share price. We diversify industry and life cycle risk. The objective of our risk controls is to smooth out volatility and to deliver consistent out-performance without taking on too much risk. Perhaps the risk considerations of our process, which lowers volatility, made it difficult for us to keep up with our soaring benchmark in the past six months. However, in the past, our disciplined investment process has served our clients well, and we are confident in our ability to deliver solid results into the future. Thank you for your continued support. /s/ Christopher Faber Christopher Faber IronBridge Capital Management, LLC INVESTMENT HIGHLIGHTS Growth of a $100,000 Investment Date Frontegra IronBridge Small Cap Fund Russell 2000 Index ---- ----------------------------------- ------------------ 8/30/2002*<F20> $100,000 $100,000 9/30/2002 $95,200 $92,819 12/31/2002 $106,200 $98,534 3/31/2003 $104,500 $94,108 6/30/2003 $130,400 $116,152 9/30/2003 $136,000 $126,696 12/31/2003 $152,713 $145,095 *<F20> 8/30/02 commencement of operations. Portfolio Total Return**<F21> FOR THE PERIOD ENDED 12/31/03 ONE YEAR 43.80% SINCE COMMENCEMENT AVERAGE ANNUAL 37.26% This chart assumes an initial gross investment of $100,000 made on 8/30/02 (commencement of operations). Returns shown include the reinvestment of all distributions. Past performance is not predictive of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than the original cost. In the absence of existing fee waivers, total return would be reduced. The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization. The Index does not reflect investment management fees, brokerage commissions and other expenses associated with investing in equity securities. **<F21> The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Frontegra IronBridge Small Cap Fund SCHEDULE OF INVESTMENTS December 31, 2003 (Unaudited) Number of Shares Value - ---------------- ----- COMMON STOCKS 96.8% Aerospace 2.5% 38,110 DRS Technologies, Inc.*<F22> $ 1,058,696 89,901 Herley Industries, Inc.*<F22> 1,860,951 ------------ 2,919,647 ------------ Apparel Manufacturer 1.1% 37,180 Oxford Industries, Inc. 1,259,658 ------------ Audio/Video Products 1.9% 22,830 Harman International Industries, Inc. 1,688,963 59,715 ParkerVision, Inc.*<F22> 584,610 ------------ 2,273,573 ------------ Banks and Savings & Loans 11.6% 30,312 BOK Financial Corp.*<F22> 1,173,681 20,824 Cathay General Bancorp 1,159,480 12,110 Community Bank System, Inc. 593,390 49,603 Doral Financial Corp. 1,601,185 59,490 First BanCorp. 2,352,830 17,865 First Midwest Bancorp, Inc. 579,005 33,686 Pacific Capital Bancorp 1,240,319 50,455 R&G Financial Corp. - Class B 2,008,109 48,369 Texas Regional Bancshares, Inc. - Class A 1,789,653 37,840 United Bankshares, Inc. 1,180,608 ------------ 13,678,260 ------------ Biomedical 2.6% 83,405 CryoLife, Inc.*<F22> 482,081 155,680 Interpore International, Inc.*<F22> 2,023,840 54,325 Maxygen Inc.*<F22> 577,475 ------------ 3,083,396 ------------ Biotechnology 1.9% 24,475 Affymetrix, Inc.*<F22> 602,330 12,650 Celgene Corp.*<F22> 569,503 42,000 Cell Genesys, Inc.*<F22> 543,480 67,520 Exelixis, Inc.*<F22> 478,042 ------------ 2,193,355 ------------ Broadcast Services 0.5% 21,320 4Kids Entertainment, Inc.*<F22> 554,746 ------------ Chemicals 5.0% 52,800 Cabot Corp. 1,681,152 165,110 Methanex Corp. 1,854,185 112,415 Symyx Technologies, Inc.*<F22> 2,310,128 ------------ 5,845,465 ------------ Computers & Software 8.6% 28,745 CACI International Inc. - Class A*<F22> 1,397,582 41,510 CheckFree Corp.*<F22> 1,147,752 258,310 Cray, Inc.*<F22> 2,565,018 107,768 DocuCorp International, Inc.*<F22> 1,093,845 54,960 Overland Storage, Inc.*<F22> 1,033,248 54,660 PC-Tel, Inc.*<F22> 579,943 46,245 Sybase, Inc.*<F22> 951,722 86,195 Synaptics Inc.*<F22> 1,291,201 ------------ 10,060,311 ------------ E-Commerce 0.5% 97,745 Stamps.com Inc.*<F22> 606,019 ------------ Electronic Components & Technology 5.4% 99,890 Applied Micro Circuits Corp.*<F22> 597,342 45,565 Cubic Corp. 1,047,995 134,175 KEMET Corp.*<F22> 1,836,856 78,915 Mentor Graphics Corp.*<F22> 1,147,424 92,065 OSI Systems, Inc.*<F22> 1,768,569 ------------ 6,398,186 ------------ Energy 2.3% 118,010 Duquesne Light Holdings Inc. 2,164,303 30,360 Headwaters Inc.*<F22> 595,663 ------------ 2,759,966 ------------ Financial 3.2% 31,745 A.G. Edwards, Inc. 1,150,121 30,370 Gabelli Asset Management Inc. - Class A 1,208,726 42,500 Jefferies Group, Inc. 1,403,350 ------------ 3,762,197 ------------ Instruments of Measurement 4.5% 47,506 Analogic Corp. 1,947,746 61,670 BEI Technologies, Inc. 1,233,400 56,505 Trimble Navigation Ltd.*<F22> 2,104,246 ------------ 5,285,392 ------------ Insurance 2.8% 37,405 Arthur J. Gallagher & Co. 1,215,288 53,222 Fidelity National Financial, Inc. 2,063,949 ------------ 3,279,237 ------------ Medical Instruments 5.0% 77,645 Cholestech Corp.*<F22> 592,431 34,250 Cyberonics, Inc.*<F22> 1,096,343 86,322 Intuitive Surgical, Inc.*<F22> 1,475,243 34,580 Techne Corp.*<F22> 1,306,432 111,180 Thoratec Corp.*<F22> 1,446,452 ------------ 5,916,901 ------------ Motion Pictures & Services 1.2% 61,905 Macrovision Corp.*<F22> 1,398,434 ------------ Oil & Gas 7.3% 64,755 Cabot Oil & Gas Corp. 1,900,559 40,865 Energen Corp. 1,676,691 88,385 Frontier Oil Corp. 1,521,990 49,365 Nuevo Energy Co.*<F22> 1,193,152 21,990 Precision Drilling Corp.*<F22> 960,523 57,800 Southwestern Energy Co.*<F22> 1,381,420 ------------ 8,634,335 ------------ Paper 1.0% 87,470 Wausau-Mosinee Paper Corp. 1,182,594 ------------ Pharmaceuticals 0.9% 67,380 Perrigo Co. 1,059,214 ------------ Power Conversion 0.5% 23,745 Advanced Energy Industries, Inc.*<F22> 618,557 ------------ Real Estate Investment Trust 1.7% 93,850 Corporate Office Properties Trust 1,970,850 ------------ Research & Development 1.6% 71,490 SFBC International, Inc.*<F22> 1,898,774 ------------ Retailing & Restaurants 7.8% 18,165 Angelica Corp. 399,630 72,370 BJ's Wholesale Club, Inc.*<F22> 1,661,615 107,230 Blue Rhino Corp.*<F22> 1,489,425 70,800 Dillard's Inc. - Class A 1,165,368 135,265 Oakley, Inc. 1,872,068 57,125 Pacific Sunwear of California, Inc.*<F22> 1,206,480 43,065 Sharper Image Corp.*<F22> 1,406,072 ------------ 9,200,658 ------------ Schools 1.2% 43,630 Education Management Corp.*<F22> 1,354,275 ------------ Scientific Instruments 1.8% 49,685 Varian Inc.*<F22> 2,073,355 ------------ Semiconductor Equipment 2.9% 23,590 Actel Corp.*<F22> 568,519 100,210 ANADIGICS, Inc.*<F22> 597,252 41,065 DuPont Photomasks, Inc.*<F22> 991,309 61,275 Photronics, Inc.*<F22> 1,220,598 ------------ 3,377,678 ------------ Superconductor Equipment 1.1% 95,975 American Superconductor Corp.*<F22> 1,330,214 ------------ Telecommunications 4.8% 112,079 Applied Signal Technology, Inc. 2,578,938 117,395 Newport Corp.*<F22> 1,940,539 29,060 UTStarcom, Inc.*<F22> 1,077,254 ------------ 5,596,731 ------------ Toys 2.4% 106,115 Leapfrog Enterprises, Inc.*<F22> 2,815,231 ------------ Transportation 1.2% 25,565 Teekay Shipping Corp. 1,457,972 ------------ TOTAL COMMON STOCKS (cost $97,080,231) 113,845,181 ------------ Principal Amount - ---------------- SHORT-TERM INVESTMENTS 2.3% U.S. Government Agency 2.0% $2,406,000 Federal Home Loan Bank Discount Note, 1.03%, 1/02/04 2,405,970 ------------ Variable Rate Demand Notes v<F23> 0.3% 152,543 American Family Financial Services Inc., 0.7609% 152,543 156,790 Wisconsin Corporate Central Credit Union, 0.7900% 156,790 ------------ 309,333 ------------ TOTAL SHORT-TERM INVESTMENTS (cost $2,715,303) 2,715,303 ------------ TOTAL INVESTMENTS 99.1% (cost $99,795,534) 116,560,484 Other Assets, less Liabilities 0.9% 1,082,205 ------------ NET ASSETS 100.0% $117,642,689 ------------ ------------ *<F22> Non-income producing v<F23> Variable rate demand notes are considered short-term obligations and are payable upon demand. Interest rates change periodically on specified dates. The rates listed are as of December 31, 2003. See notes to financial statements. Frontegra IronBridge Small Cap Fund STATEMENT OF ASSETS AND LIABILITIES December 31, 2003 (Unaudited) ASSETS: Investments at value (cost $99,795,534) $116,560,484 Cash 8,421 Interest and dividend receivable 91,938 Receivable for Fund shares sold 1,236,412 Other assets 28,481 ------------ Total assets 117,925,736 ------------ LIABILITIES: Payable for investments purchased 180,635 Payable for Fund shares purchased 5,000 Accrued investment advisory fee 87,072 Accrued expenses 10,340 ------------ Total liabilities 283,047 ------------ NET ASSETS $117,642,689 ------------ ------------ NET ASSETS CONSIST OF: Paid in capital $ 98,245,796 Undistributed net investment loss (117,008) Undistributed net realized gain 2,748,951 Net unrealized appreciation on investments 16,764,950 ------------ NET ASSETS $117,642,689 ------------ ------------ CAPITAL STOCK, $0.01 PAR VALUE Authorized 100,000,000 Issued and outstanding 7,886,490 NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $14.92 ------ ------ See notes to financial statements. Frontegra IronBridge Small Cap Fund STATEMENT OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED) ----------------- INVESTMENT INCOME: Dividends(1)<F24> $ 390,794 Interest 21,543 ----------- 412,337 ----------- EXPENSES: Investment advisory fees 481,320 Fund administration and accounting fees 36,784 Custody fees 14,904 Federal and state registration fees 11,936 Shareholder servicing fees 8,794 Audit fees 7,241 Legal fees 6,698 Directors' fees and related expenses 3,155 Reports to shareholders 866 Other 548 ----------- Total expenses before waiver 572,246 Waiver of expenses by Adviser (42,794) ----------- Net expenses 529,452 ----------- NET INVESTMENT LOSS (117,115) ----------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 4,931,719 Change in net unrealized appreciation/depreciation on investments 11,075,157 ----------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 16,006,876 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $15,889,761 ----------- ----------- (1)<F24> Net of $5,429 in foreign withholding taxes. See notes to financial statements. Frontegra IronBridge Small Cap Fund STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED DECEMBER 31, 2003 PERIOD ENDED (UNAUDITED) JUNE 30, 2003(1)<F25> (2)<F26> ----------------- ------------------------------ OPERATIONS: Net investment loss $ (117,115) $ (5,927) Net realized gain on investments 4,931,719 424,389 Change in net unrealized appreciation/ depreciation on investments 11,075,157 5,689,793 ------------ ----------- Net increase in net assets resulting from operations 15,889,761 6,108,255 ------------ ----------- DISTRIBUTIONS PAID FROM: Net realized gain on investments (2,607,189) -- ------------ ----------- Net decrease in net assets resulting from distributions paid (2,607,189) -- ------------ ----------- CAPITAL SHARE TRANSACTIONS: Shares sold 59,937,705 48,088,461 Shares issued to holders in reinvestment of distributions 2,248,355 -- Shares redeemed (11,900,006) (122,653) ------------ ----------- Net increase in net assets resulting from capital share transactions 50,286,054 47,965,808 ------------ ----------- TOTAL INCREASE IN NET ASSETS 63,568,626 54,074,063 ------------ ----------- NET ASSETS: Beginning of period 54,074,063 -- ------------ ----------- End of period (includes undistributed net investment income (loss) of $(117,008) and $107, respectively) $117,642,689 $54,074,063 ------------ ----------- ------------ ----------- (1)<F25> Commenced operations on August 30, 2002. (2)<F26> Formerly the Frontegra Horizon Fund for the period ended June 30, 2003. See notes to financial statements. Frontegra IronBridge Small Cap Fund FINANCIAL HIGHLIGHTS SIX MONTHS ENDED PERIOD ENDED DECEMBER 31, 2003 JUNE 30, (UNAUDITED) 2003(1)<F27>(6)<F32> ----------------- -------------------- NET ASSET VALUE, BEGINNING OF PERIOD $13.04 $10.00 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss) (0.02) --(5)<F31> Net realized and unrealized gain on investments 2.24 3.04 ------ ------ TOTAL INCOME FROM INVESTMENT OPERATIONS 2.22 3.04 ------ ------ LESS DISTRIBUTIONS PAID: From net realized gain on investments (0.34) -- ------ ------ TOTAL DISTRIBUTIONS PAID (0.34) -- ------ ------ NET ASSET VALUE, END OF PERIOD $14.92 $13.04 ------ ------ ------ ------ TOTAL RETURN(2)<F28> 17.11% 30.40% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $117,643 $54,074 Ratio of expenses to average net assets(3)<F29>(4)<F30> 1.10% 1.10% Ratio of net investment loss to average net assets(3)<F29>(4)<F30> (0.24)% (0.07)% Portfolio turnover rate(2)<F28> 48% 28% (1)<F27> Commenced operations on August 30, 2002. (2)<F28> Not annualized for periods less than a full year. (3)<F29> Net of waivers and reimbursements by Adviser. Without waivers and reimbursements of expenses, the ratio of expenses to average net assets would have been 1.19% and 2.15% and the ratio of net investment loss to average net assets would have been (0.33)% and (1.12)% for the periods ended December 31, 2003 and June 30, 2003, respectively. (4)<F30> Annualized. (5)<F31> Less than one cent per share. (6)<F32> Formerly the Frontegra Horizon Fund for the period ended June 30, 2003. See notes to financial statements. Frontegra Funds NOTES TO FINANCIAL STATEMENTS December 31, 2003 (Unaudited) (1) ORGANIZATION Frontegra Funds, Inc. ("Frontegra") was incorporated on May 24, 1996, as a Maryland corporation and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company issuing its shares in series, each series representing a distinct portfolio with its own investment objectives and policies. Frontegra consists of three series: the Frontegra Total Return Bond Fund, the Frontegra Investment Grade Bond Fund and the Frontegra IronBridge Small Cap Fund (formerly Frontegra Horizon Fund) (the "Funds"). The Frontegra Total Return Bond and Investment Grade Bond Funds, sub-advised by Reams Asset Management Company, LLC ("Reams"), commenced operations on November 25, 1996 and February 23, 2001, respectively. The Frontegra IronBridge Small Cap Fund, sub-advised by IronBridge Capital Management, LLC ("IronBridge"), commenced operations on August 30, 2002. (2) SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. (a) Investment Valuation Debt securities (other than short-term instruments) are valued at bid prices furnished by a pricing service, unless actual sale prices are available. Securities (other than short-term investments) for which market quotations are readily available are valued at the last trade price on the national securities exchange on which such securities are primarily traded. Securities for which there were no transactions on a given day or securities not listed on a national securities exchange are valued at the most recent bid price. With respect to all Funds, all equity securities that are traded using the National Association of Securities Dealers' Automated Quotation System ("NASDAQ") are valued using the NASDAQ Official Closing Price ("NOCP"). Securities maturing within 60 days or less when purchased are valued by the amortized cost method. Any securities for which market quotations are not readily available are valued at their fair value as determined in good faith by Reams and IronBridge, pursuant to guidelines established by the Board of Directors. (b) Federal Income Taxes Each Fund intends to comply with the requirement of Subchapter M of the Internal Revenue Code necessary to qualify as regulated investment companies and to make the requisite distributions of income and capital gains to its shareholders sufficient to relieve it from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided. (c) Distributions to Shareholders Dividends from net investment income are usually declared and paid quarterly for the Frontegra Total Return Bond and Frontegra Investment Grade Bond Funds and at least annually for the Frontegra IronBridge Small Cap Fund. Distributions of net realized gains, if any, will be declared and paid at least annually for all Funds. All short-term capital gains are included in ordinary income for tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The tax character of distributions paid during the six months ended December 31, 2003 and the period ended June 30, 2003 were as follows: SIX MONTHS ENDED PERIOD ENDED DECEMBER 31, 2003 JUNE 30, 2003 --------------------------- ---------------------------- ORDINARY LONG-TERM ORDINARY LONG-TERM INCOME CAPITAL GAINS INCOME CAPITAL GAINS -------- ------------- -------- ------------- Frontegra Total Return Bond Fund $16,857,950 $ 0 $24,310,788 $ 0 Frontegra Investment Grade Bond Fund 4,473,373 210,341 5,274,240 17,352 Frontegra IronBridge Small Cap Fund(1)<F33> 2,568,988 38,201 0 0 (1)<F33> Commenced operations on August 30, 2002. Due to inherent differences in the recognition of income, expenses and realized gains/losses under accounting principles generally accepted in the United States of America and federal income tax purposes, permanent differences between book and tax basis reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities. As of December 31, 2003, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: FRONTEGRA FRONTEGRA FRONTEGRA INVESTMENT IRONBRIDGE TOTAL RETURN GRADE SMALL CAP BOND FUND BOND FUND FUND ------------ --------- ---------- Cost of investments(a)<F34> $453,697,233 $147,587,409 $99,802,683 ------------ ------------ ----------- Gross unrealized appreciation 5,004,426 936,148 18,804,872 Gross unrealized depreciation (2,158,498) (416,763) (2,047,071) ------------ ------------ ----------- Net unrealized appreciation $ 2,845,928 $ 519,385 $16,757,801 ------------ ------------ ----------- ------------ ------------ ----------- At June 30, 2003, undistributed ordinary income and undistributed long-term capital gains for income tax purposes were as follows: Undistributed ordinary income $ 11,034,171 $ 2,605,980 $ 431,677 Undistributed long-term capital gain -- 210,269 -- ------------ ------------ ----------- Total distributable earnings $ 11,034,171 $ 2,816,249 $ 431,677 ------------ ------------ ----------- ------------ ------------ ----------- (a)<F34> Represents cost for federal income tax purposes and differs from the cost for financial reporting purposes. (d) When-Issued Securities The Frontegra Total Return Bond and Investment Grade Bond Funds may purchase securities on a when-issued basis. The price of securities purchased on a when-issued basis is fixed at the time the commitment to purchase is made, but delivery and payment for the securities take place at a later date, normally within 45 days of the purchase. At the time of purchase, the Funds will record the transaction and reflect the value of the security and related liability in determining their net asset value. During the period between the purchase and settlement, no payment is made by the Funds to the issuer and no interest is accrued. The Funds will maintain segregated cash, U.S. government securities and liquid securities equal in value to commitments for when-issued securities. (e) Mortgage Dollar Rolls The Frontegra Total Return Bond and Investment Grade Bond Funds may enter into mortgage dollar rolls, in which a Fund would sell mortgage- backed securities for delivery in the current month and simultaneously contract to purchase substantially similar securities on a specified future date. While a Fund would forego principal and interest paid on the mortgage-backed securities during the roll period, it would be compensated by the difference between the current sale price and the lower price for the future purchase as well as by any interest earned on the proceeds of the initial sale. A Fund also could be compensated through the receipt of fee income equivalent to a lower forward price. (f) Stock Index Options Each Fund may purchase stock index options for any purpose, sell stock index options in order to close out existing positions, and/or write covered options on stock indexes for hedging purposes. Stock index options are put options and call options on various stock indexes. Upon the exercise of an index option, 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. Each Fund will comply with the regulatory requirements of the SEC and the CFTC with respect to coverage of options positions by registered investment companies and, if the guidelines so require, will set aside cash and/or other permissible liquid assets in a segregated custodial account in the amount prescribed. Securities held in a segregated account cannot be sold while the options position is outstanding, unless replaced with other permissible assets, and will be marked-to- market daily. (g) Other Investment transactions are accounted for on the trade date. The Funds determine the gain or loss realized from investment transactions by comparing the original cost of the security lot sold with the net sale proceeds. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. All discounts/premiums are accreted/amortized and are included in interest income. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. (3) INVESTMENT ADVISER Each of the Funds has entered into an agreement with Frontegra Asset Management, Inc. (the "Adviser"), with whom certain officers and directors of the Funds are affiliated, to furnish investment advisory services to the Funds. The terms of these agreements are as follows: The Frontegra Total Return Bond Fund will pay the Adviser a monthly fee at the annual rate of 0.40% of the Fund's average daily net assets. Pursuant to an expense cap agreement dated October 28, 2003, the Adviser agreed to waive its management fee and/or reimburse the Fund's operating expenses (exclusive of brokerage, interest, taxes and extraordinary expenses) to ensure that the Fund's operating expenses do not exceed 0.425% of the Fund's average daily net assets. This expense cap agreement will continue in effect until October 31, 2004 with successive renewal terms of one year unless terminated by the Adviser or the Fund prior to any such renewal. The Frontegra Investment Grade Bond Fund will pay the Adviser a monthly fee at the annual rate of 0.42% of the Fund's average daily net assets. Pursuant to an expense cap agreement dated October 28, 2003, the Adviser agreed to waive its management fee and/or reimburse the Fund's operating expenses (exclusive of brokerage, interest, taxes and extraordinary expenses) to ensure that the Fund's operating expenses do not exceed 0.42% of the Fund's average daily net assets. This expense cap agreement will continue in effect until October 31, 2004 with successive renewal terms of one year unless terminated by the Adviser or the Fund prior to any such renewal. The Frontegra IronBridge Small Cap Fund will pay the Adviser a monthly fee at the annual rate of 1.00% of the Fund's average daily net assets. Pursuant to an expense cap agreement dated October 28, 2003, the Adviser has agreed to waive its management fee and/or reimburse the Fund's operating expenses (exclusive of brokerage, interest, taxes and extraordinary expenses) to ensure that the Fund's operating expenses do not exceed 1.10% of the Fund's average daily net assets. This expense cap agreement will continue in effect until October 31, 2004 with successive renewal terms of one year unless terminated by the Adviser or the Fund prior to any such renewal. Any waivers or reimbursements are subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than each Fund's expense limitation cap, provided, however, that the Adviser shall only be entitled to recoup such amounts for a period of three years from the date such amount was waived or reimbursed. The following table shows the remaining waived or reimbursed expenses subject to potential recovery expiring in: FRONTEGRA FRONTEGRA FRONTEGRA IRONBRIDGE TOTAL RETURN INVESTMENT GRADE SMALL CAP BOND FUND BOND FUND FUND ------------ ---------------- ---------- 2004 $181,420 $ 57,467 -- 2005 $308,637 $132,621 -- 2006 $271,055 $216,003 $83,634 2007 $136,027 $116,410 $42,794 (4) CAPITAL SHARE TRANSACTIONS Transactions in shares of the Frontegra Total Return Bond Fund were as follows: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, 2003 JUNE 30, 2003 ----------------- ------------- Shares sold 158,352 1,598,327 Shares issued to holders in reinvestment of distributions 521,131 774,555 Shares redeemed (379,656) (2,732,298) -------- ---------- Net increase (decrease) in shares outstanding 299,827 (359,416) -------- ---------- -------- ---------- Transactions in shares of the Frontegra Investment Grade Bond Fund were as follows: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, 2003 JUNE 30, 2003 ----------------- ------------- Shares sold 482,866 10,153,278 Shares issued to holders in reinvestment of distributions 332,740 439,040 Shares redeemed (2,223,838) (1,309,884) ---------- ---------- Net increase (decrease) in shares outstanding (1,408,232) 9,282,434 ---------- ---------- ---------- ---------- Transactions in shares of the Frontegra IronBridge Small Cap Fund were as follows: SIX MONTHS ENDED PERIOD ENDED DECEMBER 31, 2003 JUNE 30, 2003(1)(2) <F35><F36> ----------------- --------------------- Shares sold 4,396,567 4,156,701 Shares issued to holders in reinvestment of distributions 153,891 -- Shares redeemed (810,887) (9,782) --------- --------- Net increase in shares outstanding 3,739,571 4,146,919 --------- --------- --------- --------- (1)<F35> Commenced operations on August 30, 2002. (2)<F36> Formerly the Frontegra Horizon Fund for the period ended June 30, 2003. (5) INVESTMENT TRANSACTIONS The aggregate purchases and sales of securities, excluding short-term investments and U.S. government securities, for the Funds for the six months ended December 31, 2003, are summarized below: FRONTEGRA FRONTEGRA FRONTEGRA IRONBRIDGE TOTAL RETURN INVESTMENT GRADE SMALL CAP BOND FUND BOND FUND FUND ------------ ---------------- ---------- Purchases $500,140,523 $174,993,245 $88,907,416 Sales $630,763,660 $217,820,510 $42,854,369 Purchases and sales of long-term U.S. government securities for the Frontegra Total Return Bond Fund were $1,630,010,423 and $1,466,534,462, respectively. Purchases and sales of long-term U.S. government securities for the Frontegra Investment Grade Bond Fund were $374,185,996 and $322,888,228, respectively. There were no purchases or sales of long-term U.S. government securities for the Frontegra IronBridge Small Cap Fund. The Funds intend to utilize provisions of the federal income tax laws which allow them to carry a realized capital loss forward for eight years following the year of loss and offset such losses against any future realized capital gains. At June 30, 2003 there were no capital loss carryforwards for the Funds. At June 30, 2003 the Frontegra Total Return Bond Fund had a post-October loss of $844,458. A NOTE ON FORWARD-LOOKING STATEMENTS Except for historical information contained in this semi-annual report for the Funds, the matters discussed in this report may constitute forward-looking statements made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These include any adviser, sub-adviser and/or portfolio manager predictions, assessments, analyses or outlooks for individual securities, industries, market sectors and/or markets. These statements involve risks and uncertainties. In addition to the general risks described for the Funds in the current Prospectuses, other factors bearing on these reports include the accuracy of the adviser's, sub-advisers' or portfolio manager's forecasts and predictions, and the appropriateness of the investment programs designed by the adviser, sub-adviser or portfolio manager to implement their strategies efficiently and effectively. Any one or more of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of the Funds to differ materially as compared to benchmarks associated with the Funds. PROXY VOTING POLICIES AND PROCEDURES Frontegra Funds has adopted proxy voting policies and procedures that delegate to Frontegra Asset Management, Inc., the Funds' investment adviser (the "Adviser"), the authority to vote proxies. The proxy voting policies permit the Adviser to delegate its authority to vote proxies to each Fund's subadviser. A description of the Frontegra Funds proxy voting policies and procedures is available without charge, upon request, by calling the Funds toll free at 1-888- 825-2100. A description of these policies and procedures is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at http://www.sec.gov. ITEM 2. CODE OF ETHICS. - ----------------------- Not applicable for semi-annual reports. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. - ---------------------------------------- Not applicable for semi-annual reports. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. - ----------------------------------------------- Not applicable for semi-annual reports. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. - ---------------------------------------------- Not applicable to open-end investment companies. ITEM 6. [RESERVED] - ------------------ ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END - ------------------------------------------------------------------------- MANAGEMENT INVESTMENT COMPANIES. - -------------------------------- Not applicable to open-end investment companies. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT - --------------------------------------------------------------------------- COMPANY AND AFFILIATED PURCHASERS. - ---------------------------------- Not applicable to open-end investment companies. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. - ------------------------------------------------------------ Not applicable for periods ending before January 1, 2004. ITEM 10. CONTROLS AND PROCEDURES. - --------------------------------- (a) Based on an evaluation of the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days prior to the filing date of this Form N-CSR, the Registrant's Co-Presidents and Treasurer have concluded that the disclosure controls and procedures are effective. (b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 11. EXHIBITS. - ----------------- (a) (1) Not applicable. (a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. (b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Frontegra Funds, Inc. --------------------- By: /s/William D. Forsyth III ---------------------------------------------------- William D. Forsyth III, Co-President (Principal Executive Officer) Date March 1, 2004 ---------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/Thomas J. Holmberg, Jr. ---------------------------------------------------- Thomas J. Holmberg, Jr., Co-President (Principal Executive Officer) Date March 1, 2004 ---------------------------------- By: /s/William D. Forsyth III ---------------------------------------------------- William D. Forsyth III, Co-President and Treasurer (Principal Executive and Financial Officer) Date March 1, 2004 ----------------------------------