FRONTEGRA FUNDS INC
485APOS, 2000-11-17
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As filed with the Securities and Exchange Commission on November 17, 2000

                                 Securities Act Registration No. 333-7305
                         Investment Company Act Registration No. 811-7685

          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549

                       FORM N-1A

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [X]

                    Pre-Effective Amendment No. __                [ ]

                    Post-Effective Amendment No. 11               [X]

                        and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [X]

                    Amendment No. 12

                 FRONTEGRA FUNDS, INC.
  (Exact Name of Registrant as Specified in Charter)

       400 Skokie Blvd.
          Suite 500                                 60062
     Northbrook, Illinois                         (Zip Code)
(Address of Principal Executive Offices)

  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:

                     Carol A. Gehl
                 Godfrey & Kahn, S.C.
                780 North Water Street
              Milwaukee, Wisconsin  53202

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

     [ ] immediately upon filing pursuant to paragraph (b) of Rule 485.
     [ ] on (date) pursuant to paragraph (b) of Rule 485.
     [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
     [ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
     [X] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
     [ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

<PAGE>


                    FRONTEGRA FUNDS



                      PROSPECTUS



           Frontegra Total Return Bond Fund
              Frontegra Opportunity Fund
                 Frontegra Growth Fund
            Frontegra Emerging Growth Fund
         Frontegra Investment Grade Bond Fund




           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.


                   January 31, 2001

<PAGE>

                 Frontegra Funds, Inc.


         c/o Firstar Mutual Fund Services, LLC
                     P. O. Box 701
            Milwaukee, Wisconsin 53201-0701

                    1-888-825-2100


The Frontegra Total Return Bond Fund (the "Total Return
Bond   Fund"),  the  Frontegra  Opportunity  Fund  (the
"Opportunity  Fund"), the Frontegra  Growth  Fund  (the
"Growth Fund"), the Frontegra Emerging Growth Fund (the
"Emerging  Growth  Fund") and the Frontegra  Investment
Grade Bond Fund (the "Investment Grade Bond Fund")  are
each   a   series  of  Frontegra  Funds,   Inc.,   (the
"Company").

The  investment objective of the Total Return Bond Fund
is  a  high level of total return, consistent with  the
preservation of capital.  The Fund invests primarily in
a  diversified portfolio of fixed income securities  of
varying maturities.

The investment objective of the Opportunity Fund is
capital appreciation.  The Fund invests primarily in a
diversified portfolio of equity securities of companies
with small market capitalizations.

The investment objective of the Growth and Emerging
Growth Funds is long-term capital appreciation.  The
Growth Fund invests primarily in a diversified
portfolio of equity securities of companies with mid-
to large-sized market capitalizations while the
Emerging Growth Fund invests primarily in a diversified
portfolio of equity securities of companies with small-
to-medium market capitalizations.

The  investment objective of the Investment Grade  Bond
Fund  is a high level of total return, consistent  with
the   preservation  of  capital.   The   Fund   invests
primarily  in investment grade fixed income  securities
of varying maturities.

These  investment objectives may not be changed without
shareholder approval.

This   Prospectus  contains  information   you   should
consider before investing in the Funds.  Please read it
carefully and keep it for future reference.

<PAGE>

TABLE OF CONTENTS

The Frontegra Funds at a Glance                                            1
Fees and Expenses of the Funds                                             5
Principal Investment Strategy - Total Return Bond Fund                     6
Implementation of Principal Investment Strategy - Total Return Bond Fund   6
Principal Investment Strategy - Opportunity Fund                           7
Implementation of Principal Investment Strategy - Opportunity Fund         8
Principal Investment Strategy - Growth Fund                                8
Implementation of Principal Investment Strategy - Growth Fund              9
Principal Investment Strategy - Emerging Growth Fund                       9
Implementation of Principal Investment Strategy - Emerging Growth Fund    10
Principal Investment Strategy - Investment Grade Bond Fund                10
Implementation of Principal Investment Strategy - Investment Grade
  Bond Fund                                                               11
Prior Performance of Reams, Northern and B&H                              11
Financial Highlights                                                      15
Fund Management                                                           17
Your Account                                                              19
Exchange Privilege                                                        21
Valuation of Fund Shares                                                  21
Tax-Sheltered Retirement Plans                                            21
Dividends, Capital Gain Distributions and Tax Treatment                   21


You  should  rely only on the information contained  in
this  Prospectus  and  in the Statement  of  Additional
Information  ("SAI"), which is available upon  request.
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.

<PAGE>

            THE FRONTEGRA FUNDS AT A GLANCE

The Frontegra Total Return Bond Fund

Investment Objective.  The Total Return Bond Fund's
goal, also referred to as its investment objective, is
a high level of total return, consistent with the
preservation of capital.

Principal Investment Strategy.  The Fund seeks to
achieve its goal through investment in a diversified
portfolio of fixed income securities of varying
maturities.  When making purchase decisions, the Fund's
subadviser, Reams Asset Management Company, LLC
("Reams"), looks for securities that it believes are
undervalued in the fixed income market.  In addition,
Reams structures the Fund so that the overall portfolio
has an average life (referred to as "duration") of
between four and six years based on market conditions.

Reams uses a two-step process in managing the Fund.
First, Reams evaluates market attractiveness to
establish a measure of the portfolio's duration.  Next,
Reams assembles the Fund's portfolio from the best
available values based on analysis by the portfolio
management team.

Although the Fund will invest primarily in investment
grade fixed income securities, the Fund may invest up
to 25% of its net assets in non-investment grade fixed
income securities (junk bonds).

The Frontegra Opportunity Fund

Investment Objective.  The Opportunity Fund's goal,
also referred to as its investment objective, is
capital appreciation.

Principal Investment Strategy.  The Fund seeks to
achieve its goal primarily through investment in a
diversified portfolio of equity securities of companies
with small market capitalizations.  For this purpose, a
small capitalization company would typically have a
market capitalization of $1.5 billion or less.  In
constructing a portfolio for the Fund, Reams uses a
value-oriented discipline.  The portfolio management
team selects securities with the highest expected rates
of return based on its focus list of companies meeting
certain valuation criteria.  Equity securities in which
the Fund may invest include common stocks, preferred
stocks, depositary receipts, warrants to purchase
common and preferred stocks and securities convertible
or exchangeable into common or preferred stocks.  Under
normal market conditions, the Fund will invest at least
80% of its net assets in these securities.  Under
unusual circumstances, as a temporary defensive
technique, the Fund may invest up to 100% of its total
assets in cash and short-term fixed income securities.
When so invested, the Fund may not achieve its
investment objective.

The Frontegra Growth Fund

Investment Objective.  The Growth Fund's goal, also
referred to as its investment objective, is long-term
capital appreciation.

Principal Investment Strategy.  The Fund seeks to
achieve its goal primarily through investment in a
diversified portfolio of equity securities of companies
with mid- to large-sized market capitalizations.  For
this purpose, a mid- to large-sized market
capitalization company would typically have a market
capitalization of $1.5 billion or more.  In
constructing a portfolio for the Fund, the Fund's
subadviser, Northern Capital Management, LLC
("Northern"), selects securities with the highest
expected rates of return based on Northern's analysis
of each company's competitive position.  Equity
securities in which the Fund may invest include common
stocks, preferred stocks, warrants to purchase common
stocks or preferred stocks, depositary receipts and
securities convertible or exchangeable into common or
preferred stocks.  Under normal market conditions, the
Fund will invest at least 80% of its net assets in
these securities.

The Frontegra Emerging Growth Fund

Investment Objective.  The Emerging Growth Fund's goal,
also referred to as its investment objective, is long-
term capital appreciation.

<PAGE>

Principal Investment Strategy.  The Fund seeks to
achieve its goal primarily through investment in a
diversified portfolio of equity securities of companies
with small-to-medium market capitalizations.  For this
purpose, a small-to-medium sized market capitalization
company would typically have a market capitalization of
$2 billion or less and/or annual revenues of less than
$500 million.  In constructing a portfolio for the
Fund, the Fund's subadviser, Berents & Hess Capital
Management Incorporated ("B&H") identifies companies
B&H believes will have a growing stream of earnings.
Equity securities in which the Fund may invest include
common stocks, preferred stocks, warrants to purchase
common stocks or preferred stocks, depositary receipts
and securities convertible or exchangeable into common
or preferred stocks.  Under normal market conditions,
the Fund will invest at least 85% of its assets in
these securities.

The Frontegra Investment Grade Bond Fund

Investment Objective.  The Investment Grade Bond Fund's
goal, also referred to as its investment objective, is
a high level of total return, consistent with the
preservation of capital.

Principal Investment Strategy.  The Fund seeks to
achieve its goal primarily through investment in a
diversified portfolio of investment grade debt
securities of varying maturities.  In selecting
securities for the Fund, Reams starts with a universe
of investment grade bonds, which are bonds that are
rated BBB or higher.  Reams then looks for securities
it believes are undervalued in the fixed income market.

Reams uses a two-step process in managing the Fund.
First, Reams evaluates market attractiveness to
establish a measure of the portfolio's duration.  The
Fund's duration will normally vary between four and six
years.  Next, Reams assembles the Fund's portfolio from
the best available values based on analysis by the
portfolio management team.

Principal Risk Factors.  The main risks of investing in
the Funds are:

Total Return Bond, Opportunity, Growth, Emerging Growth
and Investment Grade Bond Funds

Market Risks.  Each Fund's investments are subject to
market risk, so that the value of the Fund's
investments may decline.  If the value of the Fund's
investments goes down, you may lose money.  The share
price of the Funds is expected to fluctuate.  Your
shares at redemption may be worth more or less than
your initial investment.

Opportunity, Growth and Emerging Growth Funds

Stock Selection Risks.  The stocks selected for the
Opportunity, Growth and Emerging Growth Funds may
decline in value or not increase in value when the
stock market in general is rising.

Opportunity and Emerging Growth Funds

Small Cap Risks.  Because the Opportunity and Emerging
Growth Funds will invest primarily in small
capitalization stocks, which are more volatile than
investments in larger companies, you should expect that
the value of each Fund's shares will be more volatile
than the shares of a fund that invests in medium or
large capitalization companies such as the Growth Fund.

Total Return Bond and Investment Grade Bond Funds

Individual Bond Risks.  The Total Return Bond and
Investment Grade Bond Funds' investments are subject to
the risks inherent in individual bond selections.
While fixed income securities normally fluctuate less
in price than stocks, there have been extended periods
of increases in interest rates that have caused
significant declines in fixed income securities prices.

Credit Risk.  Individual issues of fixed income
securities in the Total Return Bond and Investment
Grade Bond Funds may also be subject to the credit risk
of the issuer.

Prepayment Risk.  The Total Return Bond and Investment
Grade Bond Funds may invest in mortgage- and asset-
backed securities which are subject to fluctuations in
yield due to prepayment rates that may be faster or
slower than expected.

<PAGE>

Growth Fund

Mid Cap Risks.  Because the Growth Fund will invest in
mid-capitalization stocks, which are more volatile than
investments in larger companies, you should expect that
the value of the Growth Fund's shares will be more
volatile than a fund that invests exclusively in large
capitalization companies.

Who Should Invest.  The Funds are suitable for long-
term investors only and are not designed as short-term
investment vehicles.

The Total Return Bond Fund may be an appropriate
investment for you if you:

     *    Seek long-term preservation of capital; and

     *    Want to include a bond fund in your portfolio.

The Opportunity Fund may be an appropriate investment for you if you:

     *    Seek capital appreciation; and

     *    Want to include a small-cap fund in your portfolio.

The Growth Fund may be an appropriate investment for you if you:

     *    Seek long-term capital appreciation; and

     *    Want to include a mid- to large-cap fund in your portfolio.

The Emerging Growth Fund may be an appropriate investment for you if you:

     *    Seek long-term capital appreciation; and

     *    Want to include a small- to mid-cap fund in your portfolio.

The Investment Grade Bond Fund may be an appropriate investment for you if you:

     *    Seek long-term preservation of capital; and

     *    Want to include an investment grade bond fund in your portfolio.

Performance Bar Charts and Tables.  The return
information provided in the bar charts and tables that
follows illustrates how each Fund's performance can
vary, which is one indication of the risks of investing
in a Fund.  The information also provides some
indication of the risks of investing in a Fund by
showing how the Fund's average annual returns compare
with a broad measure of market performance and/or
returns of an index with similar investment objectives.
Please keep in mind that a Fund's past performance does
not necessarily represent how it will perform in the
future.  Performance information for the Investment
Grade Bond Fund is not included because it did not
commence operations until the date of this Prospectus.

                                Calendar Year Total Returns
<TABLE>

[insert    1997          1998                     1999                            2000
          -------   -----------------    -----------------------   ---------------------------------
  <S>       <C>           <C>                      <C>                             <C>

  bar      8.59%     8.43%  (10.13%)     (0.14)%  3.23%  24.99%     _____%  _____%  _____%  _____%
chart]     (TRBF)    (TRBF)  (Opp'y)     (TRBF)  (Opp'y)(Growth)    (TRBF)  (Opp'y)(Growth)(Emerging
                                                                                             Growth)
</TABLE>

<PAGE>

Best and Worst Quarterly Performance
(During the periods shown above)

Fund name              Best quarter return         Worst quarter return

Total Return Bond Fund 3.87% (3rd quarter, 1998)   (0.88)% (1st quarter, 1997)

Opportunity Fund       23.20% (2nd quarter, 1999)  (17.39)% (3rd quarter, 1998)

Growth Fund            26.97% (4th quarter, 1998)  (15.88)% (3rd quarter, 1998)

Emerging Growth Fund   ____%  (___quarter, 2000)   _____% (___ quarter, 2000)



             Average Annual Total Returns
    (For the calendar year ended December 31, 2000)

Fund/Index                 One Year             Since Inception

Total Return Bond Fund       _____%               _____% (11/25/96)
Lehman Brothers Aggregate
  Bond Index(1)              _____%               _____%
Opportunity Fund             _____%               _____% (7/31/97)
Russell 2000 Index(2)        _____%               _____%
Russell 2000 Value Index(3)  _____%               _____%
Growth Fund                  _____%               _____% (3/18/98)
S&P 500(4)                   _____%               _____%
Emerging Growth Fund         _____%               _____% (12/31/99)
Russell 2000 Growth Index(5) _____%               _____%

(1)  The Lehman Brothers Aggregate
     Bond Index includes fixed rate debt issues rated
     investment grade or higher by Moody's Investors
     Service ("Moody's"), Standard & Poor's Corporation
     ("S&P") or Fitch Investors Service ("Fitch"), in that
     order.  All issues have at least one year to maturity
     and an outstanding par value of at least $100
     million.  The index does not reflect investment
     management fees, brokerage commissions and other
     expenses associated with investing in fixed income
     securities.

(2)  The Russell 2000 Index is an
     unmanaged index generally representative of the U.S.
     market for small domestic stocks.  The index does not
     reflect investment management fees, brokerage
     commissions and other expenses associated with
     investing in equity securities.

(3)  The Russell 2000 Value Index is
     comprised of those securities in the Russell 2000
     Index which have lower price-to-book ratios and lower
     forecasted growth rates.  For the calendar year ended
     December 31, 1999, the Opportunity Fund compared its
     performance to the Russell 2000 Index.  The
     Opportunity Fund now compares its performance to the
     Russell 2000 Value Index because the securities
     selected by the Opportunity Fund more closely
     resemble those in the Russell 2000 Value Index than
     those in the Russell 2000 Index.

(4)  The S&P 500 is an unmanaged
     index that contains securities typically
     representative of the U.S. stock market.  The index
     does not reflect investment management fees,
     brokerage commissions and other expenses associated
     with investing in equity securities.

(5)  The Russell 2000 Growth Index is
     an unmanaged index generally representative of the
     U.S. market for small domestic growth stocks.  The
     index does not reflect investment management fees,
     brokerage commissions and other expenses associated
     with investing in equity securities.

<PAGE>

Fees and expenses of the Funds

This table describes the fees and expenses that you
will pay if you buy and hold shares of a Fund.

                                Total                              Investment
                               Return                     Emerging   Grade
                                Bond  Opportunity  Growth  Growth     Bond
                                Fund     Fund       Fund    Fund      Fund
Shareholder Fees (fees
 paid directly from
 your investment)(1)            NONE     NONE       NONE    NONE      NONE

Annual Fund Operating Expenses
 (expenses that are deducted
 from Fund assets)(2)

   Management Fees              0.40%    0.65%      0.80%   0.90%     0.42%
   Distribution (12b-1) Fees    NONE     NONE       NONE    NONE      NONE
   Other Expenses               0.21%    0.55%      0.64%   15.67%        %(4)
   Total Annual Fund Operating
    Expenses                    0.61%    1.20%      1.44%   16.57%        %(4)
                                ----     ----       ----    -----     ----

   Fee Waiver/Expense
    Reimbursement(3)            0.185%   0.30%      0.64%   15.67%        %
   Net Expenses                 0.425%   0.90%      0.80%   0.90%     0.42%
                                =====    ====       ====    ====      ====
____________
(1)  The Funds will charge a service fee of $12 for
     redemptions effected via wire transfer, and $25 for
     checks that do not clear.

(2)  Stated as a percentage of a Fund's average daily
     net assets.

(3)  Pursuant to expense cap agreements most recently
     amended on October 27, 2000 between the Funds'
     adviser, Frontegra Asset Management, Inc.
     ("Frontegra") and each Fund, Frontegra contractually
     agreed to waive its management fee and/or reimburse
     each Fund's operating expenses to the extent
     necessary to ensure that (i) the Total Return Bond
     Fund's total operating expenses do not exceed 0.425%
     of the Fund's average daily net assets; (ii) the
     Opportunity and Emerging Growth Fund's total
     operating expenses do not exceed 0.90% of the
     respective Fund's average daily net assets; and (iii)
     the Growth Fund's total operating expenses do not
     exceed 0.80% of the Fund's average daily net assets.
     Pursuant to an expense cap agreement dated January
     31, 2001, Frontegra contractually agreed to waive its
     management fee and/or reimburse the Investment Grade
     Bond Fund's operating expenses to the extent
     necessary to ensure that the Investment Grade Bond
     Fund's total operating expenses do not exceed 0.42%
     of the Fund's average daily net assets.  The expense
     cap agreements for the Total Return Bond,
     Opportunity, Growth and Emerging Growth Funds will
     terminate on December 31, 2001 unless extended by
     Frontegra and those Funds.  The expense cap agreement
     for the Investment Grade Bond Fund will terminate on
     January 31, 2002 unless extended by Frontegra and the
     Fund.  "Other Expenses" are presented before any
     waivers or expense reimbursements.

(4)  "Other Expenses" and "Total Annual Fund
     Operating Expenses" for the Investment Grade Bond
     Fund are estimates for fiscal 2001.

Example

The following Example is intended to help you compare
the cost of investing in the Funds with the cost of
investing in other mutual funds.  The Example assumes
that you invest $10,000 in a 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, that the Fund's
operating expenses remain the same each year and that
Frontegra's fee waiver/expense reimbursement discussed
above will not continue beyond the period of the
current expense cap agreements.  Although your actual
costs may be higher or lower, based on these
assumptions, your costs would be as follows:

     Fund                         1 Year    3 Years    5 Years    10 Years

     Total Return Bond Fund        $43       $  177     $322       $  744
     Opportunity Fund              $92       $  351     $631       $1,428
     Growth Fund                   $82       $  393     $726       $1,669
     Emerging Growth Fund          $92       $3,154
     Investment Grade Bond Fund    $__       $_____

<PAGE>

Principal Investment Strategy - Total Return Bond Fund

The Total Return Bond Fund will seek, under normal
market conditions, to achieve its investment objective
by investing in a diversified portfolio of fixed income
securities of varying maturities.  The Fund will invest
at least 65% of its net assets in bonds.  The Fund
considers a bond to be any debt instrument.  These
instruments include:  short-term fixed income
securities; U.S. government securities; corporate debt
securities, including convertible securities and
corporate commercial paper; mortgage-backed and other
asset-backed securities; structured notes and loan
participations; bank certificates of deposit, fixed
time deposits and bankers' acceptances; repurchase
agreements; obligations of foreign governments or their
subdivisions, agencies and instrumentalities; and
obligations of international agencies or supranational
entities.

Although the Fund primarily will invest in investment
grade fixed income securities, the Fund may invest up
to 25% of its net assets in fixed income securities
that are rated below investment grade.  Investment
grade fixed income securities include bonds rated in
one of the four highest rating categories by a
nationally recognized statistical rating organization,
such as BBB or higher by S&P.

The portfolio duration of the Fund will normally fall
between four and six years based on market conditions.
Duration is a measure of a fixed income security's
average life that reflects the present value of the
security's cash flow, and accordingly is a measure of
price sensitivity to interest rate changes.  For
example, if interest rates decline by 1%, the market
value of a portfolio with a duration of five years
would rise by approximately 5%.  Conversely, if
interest rates increase by 1%, the market value of the
portfolio would decline by approximately 5%.  The
longer the duration, the more susceptible the portfolio
will be to changes in interest rates.

As the Total Return Bond Fund's subadviser, Reams
attempts to maximize total return over a long-term
horizon through opportunistic investing in a broad
array of eligible securities.  The investment process
combines top-down interest rate management with bottom-
up bond selection, focusing on undervalued issues in
the fixed income market.  Reams employs a two-step
process in managing the Fund.  The first step is to
establish the portfolio's duration, or interest rate
sensitivity.  Reams determines whether the bond market
is under- or over-priced by comparing current real
interest rates (the nominal rate on the ten year bond
less Reams' estimate of inflation) to historical real
interest rates.  If the current real rate is higher
than historical norms, the market is considered
undervalued and Reams will manage portfolios with
duration greater than the market duration.  If the
current real rate is less than historical norms, the
market is considered overvalued and Reams will run
defensive portfolios.  Once Reams has determined an
overall market strategy, the second step is to select
the most attractive bonds for the Fund.  The portfolio
management team screens hundreds of issues to determine
how each will perform in various interest-rate
environments.  The team constructs these scenarios by
considering the outlook for interest rates, fundamental
credit analysis and option-adjusted spread analysis.
The team compares these investment opportunities and
assembles the Fund's portfolio from the best available
values.  Reams constantly monitors the expected returns
of the securities in the Fund versus those available in
the market and of other securities the firm is
considering for purchase.  Reams' strategy is to
replace securities that it feels are approaching fair
market value with those that, according to its
analysis, are significantly undervalued.

Implementation of Principal Investment Strategy - Total
Return Bond Fund

Fixed Income Securities.  The Total Return Bond Fund
may invest in a wide variety of fixed income
securities.  Issuers of fixed income securities have a
contractual obligation to pay interest at a specified
rate on specified dates and to repay principal on a
specified maturity date.  Certain securities (usually
intermediate- and long-term bonds) have provisions that
allow the issuer to redeem or "call" a bond before its
maturity.  Issuers are most likely to call such
securities during periods of falling interest rates.
As a result, the Fund may be required to invest the
unanticipated proceeds of the called security at lower
interest rates, which may cause the Fund's income to
decline.

Commercial paper generally is considered the shortest
form of fixed income security.  Notes whose original
maturities are two years or less are considered short-
term obligations.  The term "bond" generally refers to
securities with maturities longer than two years.
Bonds with maturities of three years or less are
considered short-term, bonds with maturities between
three and ten years are considered intermediate-term,
and bonds with maturities greater than ten years are
considered long-term.

Principal Risks:  In general, the longer the maturity
of a fixed income security, the higher its yield and
the greater its sensitivity to changes in interest
rates.  Conversely, the shorter the maturity, the lower
the yield but the greater the price stability.  The
values of fixed income securities also may be affected
by changes in the credit rating or financial condition
of their issuers.  Generally, the lower the credit
rating of a security, the higher the degree of risk as
to the

<PAGE>

payment of interest and return of principal.  To
compensate investors for taking on increased risk,
issuers deemed to be less creditworthy generally must
offer investors higher interest rates than issuers with
better credit ratings.

Non-Investment Grade Debt Securities (Junk Bonds).  The
Fund may invest up to 25% of its net assets in junk
bonds.  Junk bonds, while generally offering higher
yields than investment grade securities with similar
maturities, involve greater risks, including the
possibility of default or bankruptcy.  They are
regarded as predominantly speculative with respect to
the issuer's capacity to pay interest and repay
principal.  Although it is not precluded from doing so,
the Fund generally does not invest in junk bonds rated
below "BB" by S&P.

Principal Risks:  Junk bond securities tend to be more
sensitive to economic conditions than are higher-rated
securities.  As a result, they generally involve more
credit risk than securities in the higher-rated
categories.  During an economic downturn or a sustained
period of rising interest rates, highly leveraged
issuers of junk bond securities may experience
financial stress and may not have sufficient revenues
to meet their payment obligations.  The risk of loss
due to default by an issuer of these securities is
significantly greater than issuers of higher-rated
securities because such securities are generally
unsecured and are often subordinated to other
creditors. The Fund may have difficulty disposing of
certain junk bond securities because there may be a
thin trading market for such securities.  To the extent
a secondary trading market does exist, it is generally
not as liquid as the secondary market for higher-rated
securities.  Periods of economic uncertainty generally
result in increased volatility in the market prices of
these securities and thus in the Fund's net asset
value.

Mortgage- and Other Asset-Backed Securities.  The Fund
may invest in mortgage- and other asset-backed
securities.  Mortgage-backed securities represent
direct or indirect participation in mortgage loans
secured by real property, and include single- and multi-
class pass-through securities and collateralized
mortgage obligations.

Asset-backed securities have structural characteristics
similar to mortgage-backed securities.  However, the
underlying assets are not mortgage loans.  Instead,
they include assets such as motor vehicle installment
sales contracts, installment loan contracts, home
equity loans, leases of various types of property and
receivables from credit card issuers or other revolving
credit arrangements.

Principal Risks:  The yield characteristics of mortgage-
and asset-backed securities differ from those of
traditional debt obligations.  For example, interest
and principal payments are made more frequently on
mortgage- and asset-backed securities, usually monthly,
and principal may be prepaid at any time.  As a result,
if the Fund purchases these securities at a premium, a
prepayment rate that is faster than expected will
reduce yield to maturity, while a prepayment rate that
is slower than expected will increase yield to
maturity.  If the Fund purchases these securities at a
discount, a prepayment rate that is faster than
expected will increase yield to maturity, while a
prepayment rate that is slower than expected will
reduce yield to maturity.  Accelerated prepayments on
securities purchased at a premium also impose a risk of
loss of principal because the premium may not have been
fully amortized at the time the principal is prepaid in
full.  The market for privately issued mortgage- and
asset-backed securities is smaller and less liquid than
the market for government sponsored mortgage-backed
securities.

Principal Investment Strategy - Opportunity Fund

Under normal market conditions, the Opportunity Fund
will seek to achieve its investment objective by
investing at least 65% of its total assets in equity
securities of those companies with a market
capitalization of $1.5 billion or less at the time of
the Fund's investment.  The Fund will invest at least
80% of its net assets in equity securities.  These
securities include:  common stocks; preferred stocks;
warrants to purchase common stocks or preferred stocks;
depositary receipts; and securities convertible into
common or preferred stocks, such as convertible bonds
and debentures rated Baa or higher by Moody's or BBB or
higher by S&P, Duff & Phelp's, Inc. ("D&P") or Fitch.

As the Opportunity Fund's subadviser, Reams uses a
value-oriented discipline.  Reams evaluates the small-
cap market by using a number of valuation criteria,
including both current and historical measures, for
ratios comparing price to earnings, price to book value
and price to sales.  The portfolio management team then
constructs a focus list based in part on each company's
competitive position, capital structure, cash flow and
management.  The team then determines a target price
for the stock, thus providing a specific expected rate
of return.  The approximately 50 securities with the
highest expected rates of return would be among those
securities selected for the Fund's portfolio.  Reams
constructs a portfolio using a bottom-up analysis.  On
average, a security will be held by the Fund for
approximately 12 months.  Ultimately, securities will
be sold due to the emergence of superior alternatives.
A holding will become "inferior" if (i) it reaches
Reams' target price, thus lowering its expected rate of
return; (ii) it experiences a negative change in

<PAGE>

fundamentals, also lowering its expected return; or
(iii) higher ranking securities emerge based on their
expected rates of return.

Implementation of Principal Investment Strategy -
Opportunity Fund

Common Stocks and Other Equity Securities.  The
Opportunity Fund will invest at least 80% of its net
assets in common stocks and other equity securities.
Other equity securities may include depositary
receipts, preferred stocks, warrants to purchase common
and preferred stocks and securities convertible or
exchangeable into common or preferred stock.

Principal Risks:  Common stocks and other equity
securities generally increase or decrease in value
based on the earnings of a company and on general
industry and market conditions.  A fund that invests a
significant amount of its assets in common stocks and
other equity securities is likely to have greater
fluctuations in share price than a fund that invests a
significant portion of its assets in fixed income
securities.

Small Companies.  The Fund will normally invest at
least 65% of its total assets in small companies.
Small companies have a market capitalization of $1.5
billion or less at purchase.

Principal Risks:  While smaller companies may have the
potential for rapid growth, investments in smaller
companies often involve greater risks than investments
in larger, more established companies because smaller
companies may lack the management experience, financial
resources, product diversification and competitive
strengths of larger companies.  In addition, in many
instances the securities of smaller companies are
traded only over-the-counter or on a regional
securities exchange, and the frequency and volume of
their trading is substantially less than is typical of
larger companies.  Therefore, the securities of smaller
companies may be subject to greater and more abrupt
price fluctuations.  When making large sales, the Fund
may have to sell portfolio holdings at discounts from
quoted prices or may have to make a series of small
sales over an extended period of time due to the
trading volume of smaller company securities.  An
investment in the Opportunity Fund may be subject to
greater price fluctuations than an investment in a fund
that invests primarily in larger companies.

Temporary Strategies.  The Fund may invest up to 100%
of its total assets in cash and short-term fixed income
securities for temporary defensive purposes in response
to adverse market or economic conditions.  To the
extent the Fund engages in any of these temporary
strategies, the Fund may not achieve its investment
objective.

Principal Investment Strategy - Growth Fund

Under normal market conditions, the Growth Fund will
seek to achieve its investment objective by investing
at least 65% of its total assets in the equity
securities of companies with a market capitalization of
$1.5 billion or more at the time of the Fund's
investment.  The Fund will invest at least 80% of its
net assets in equity securities.  These securities
include:  common stocks; preferred stocks; warrants to
purchase common stocks or preferred stocks; depositary
receipts; and securities convertible into common or
preferred stocks, such as convertible bonds and
debentures rated Baa or higher by Moody's or BBB or
higher by S&P, D&P or Fitch.

As the Growth Fund's subadviser, Northern believes that
investors will pay more for a company the higher the
earnings growth rate and the longer the growth is
expected to continue.  Northern conducts bottom-up
research to identify and select growth companies that
have sustainable competitive advantages.  Northern
begins that stock selection process by generating a
focus list of 200 companies which have a market
capitalization greater than $1.5 billion, historical
earnings growth greater than the S&P 500 and which have
exhibited consistent earnings growth.  Northern's
analysts then conduct company specific analysis to
evaluate a company's near-term growth prospects and
determine a five-year earnings growth estimate for each
company on the focus list.  Northern's analysts then
look beyond the five-year time horizon to determine
whether the firm's growth is sustainable by determining
whether the company has a specific competitive
advantage in the marketplace.  Utilizing the near term
forecasts of growth and the determination of the
sustainability of that growth, the analysts can
determine a five-year expected return for each company.
Stocks in the universe are then ranked by their
expected return and portfolio managers construct the
Growth Fund's portfolio from the 40-50 most attractive
stocks based on expected return, subject to
diversification constraints.  Stocks are sold for any
of the following reasons:  successful realization of
price target; re-evaluation of investment thesis; or
identification of more attractive purchase candidates.
Northern's portfolio managers meet daily to discuss the
portfolio and to determine which securities will be
sold based on one or more of these reasons.

<PAGE>

Implementation of Principal Investment Strategy -
Growth Fund

Common Stocks and Other Equity Securities.  The Growth
Fund will invest at least 80% of its net assets in
common stocks and other equity securities.  Other
equity securities may include depositary receipts,
preferred stocks, warrants to purchase common and
preferred stocks and securities convertible or
exchangeable into common or preferred stock.

Principal Risks:  Common stocks and other equity
securities generally increase or decrease in value
based on the earnings of a company and on general
industry and market conditions.  A fund that invests a
significant amount of its assets in common stocks and
other equity securities is likely to have greater
fluctuations in share price than a fund that invests a
significant portion of its assets in fixed income
securities.

Principal Investment Strategy - Emerging Growth Fund

Under normal market conditions, the Emerging Growth
Fund will seek to achieve its investment objective by
investing at least 65% of its total assets in the
equity securities of companies with a market
capitalization of $2 billion or less and/or annual
revenues of $500 million or less at the time of the
Fund's investment.  The Fund will invest at least 85%
of its net assets in equity securities.  These
securities include:  common stocks; preferred stocks;
warrants to purchase common stocks or preferred stocks;
depository receipts; and securities convertible into
common or preferred stocks, such as convertible bonds
and debentures rated Baa or higher by Moody's or BBB or
higher by S&P, D&P or Fitch.

As the Emerging Growth Fund's subadviser, B&H starts
the stock selection process by establishing its
emerging growth universe, which encompasses
approximately 400 companies.  Using a database that
includes all publicly traded securities, B&H screens
for stocks with 15% historical and/or expected earnings
growth and sales of less than $500 million.  B&H
supplements its emerging growth universe with ideas
generated from various sources including internal
research, conferences and industry contacts.

B&H narrows the emerging growth universe to 125-150
companies that it believes are likely to sustain
earnings growth over the long term.  Analysts review
each company's market position, looking for leading or
increasing market share.  The stability of earnings and
cash flow is also analyzed.  Finally, B&H assesses the
relative attractiveness of companies in the universe
with measures such as sales to market cap and price to
earnings growth.

Once the emerging growth universe is narrowed to
establish a research list, the investment team conducts
fundamental, bottom-up analysis to identify the most
favorable investment prospects.  Internally B&H
evaluates corporate filings, such as annual and
quarterly reports, and reviews any street research on
the companies and their industries.  Visits to
corporations, interviews and conference calls with
management by the firm's analysts are critical factors
in confirming information and forming judgments.  B&H's
analysis encompasses corporate financial strength,
quality of management, product leadership, industry
dynamics and expected earnings growth.  A key to the
process is B&H's emphasis on high R&D productivity, as
characterized by a product line that not only alters
its industry but also makes its existing product line
obsolete.  Ultimately, the portfolio is constructed
from the most attractive 40-50 issues identified from
this process.

B&H will generally sell a security as a result of
deteriorating business fundamentals, overvaluation
based on a security's price earnings ratio relative to
its growth rate or a significant price spike.  In
addition, positions will generally be cut back when
they become greater than 5% of the Fund's portfolio.
B&H will generally hold a security for 12 to 24 months.

Implementation of Principal Investment Strategy -
Emerging Growth Fund

Common Stocks and Other Equity Securities.  The
Emerging Growth Fund will invest at least 85% of its
net assets in common stocks and other equity
securities.  Other equity securities may include
depositary receipts, preferred stocks, warrants to
purchase common and preferred stocks and securities
convertible or exchangeable into common or preferred
stock.

Principal Risks:  Common stocks and other equity
securities generally increase or decrease in value
based on the earnings of a company and on general
industry and market conditions.  A fund that invests a
significant amount of its assets in common stocks and
other equity securities is likely to have greater
fluctuations in share price than a fund that invests a
significant portion of its assets in fixed income
securities.

<PAGE>

Small Companies.  The Fund will invest a substantial
portion of its assets in to small-to-medium market
capitalization companies.  Such companies have a market
capitalization of $2 billion or less and/or annual
revenues of $500 million or less at the time of the
Fund's purchase.

Principal Risks:  While smaller companies may have the
potential for rapid growth, investments in smaller
companies often involve greater risks than investments
in larger, more established companies because smaller
companies may lack the management experience, financial
resources, product diversification and competitive
strengths of larger companies.  In addition, in many
instances the securities of smaller companies are
traded only over-the-counter or on a regional
securities exchange, and the frequency and volume of
their trading is substantially less than is typical of
larger companies.  Therefore, the securities of smaller
companies may be subject to greater and more abrupt
price fluctuations.  When making large sales, the Fund
may have to sell portfolio holdings at discounts from
quoted prices or may have to make a series of small
sales over an extended period of time due to the
trading volume of smaller company securities.  An
investment in the Fund may be subject to greater price
fluctuations than an investment in a fund that invests
primarily in larger companies.

Principal Investment Strategy - Investment Grade Bond
Fund

The Investment Grade Bond Fund will seek, under normal
market conditions, to achieve its investment objective
by investing in a diversified portfolio of investment
grade fixed income securities of varying maturities.
The Fund will invest at least 65% of its net assets in
bonds.  The Fund considers a bond to be any debt
instrument.  These instruments include:  short-term
fixed income securities; U.S. government securities;
corporate debt securities, including convertible
securities and corporate commercial paper; mortgage-
backed and other asset-backed securities; structured
notes and loan participations; bank certificates of
deposit, fixed time deposits and bankers' acceptances;
and repurchase agreements.

The Fund will invest in investment grade fixed income
securities, which include bonds rated in one of the
four highest rating categories by a nationally
recognized statistical rating organization, such as BBB
or higher by S&P.

The portfolio duration of the Fund will normally fall
between four and six years based on market conditions.
Duration is a measure of a fixed income security's
average life that reflects the present value of the
security's cash flow, and accordingly is a measure of
price sensitivity to interest rate changes.  For
example, if interest rates decline by 1%, the market
value of a portfolio with a duration of five years
would rise by approximately 5%.  Conversely, if
interest rates increase by 1%, the market value of the
portfolio would decline by approximately 5%.  The
longer the duration, the more susceptible the portfolio
will be to changes in interest rates.

As the Investment Grade Bond Fund's subadviser, Reams
attempts to maximize total return over a long-term
horizon through opportunistic investing in a broad
array of eligible securities.  The investment process
combines top-down interest rate management with bottom-
up bond selection, focusing on undervalued issues in
the fixed income market.  Reams employs a two-step
process in managing the Fund.  The first step is to
establish the portfolio's duration, or interest rate
sensitivity.  Reams determines whether the bond market
is under- or over-priced by comparing current real
interest rates (the nominal rate on the ten year bond
less Reams' estimate of inflation) to historical real
interest rates.  If the current real rate is higher
than historical norms, the market is considered
undervalued and Reams will manage portfolios with
duration greater than the market duration.  If the
current real rate is less than historical norms, the
market is considered overvalued and Reams will run
defensive portfolios.  Once Reams has determined an
overall market strategy, the second step is to select
the most attractive bonds for the Fund.  The portfolio
management team screens hundreds of issues to determine
how each will perform in various interest-rate
environments.  The team constructs these scenarios by
considering the outlook for interest rates, fundamental
credit analysis and option-adjusted spread analysis.
The team compares these investment opportunities and
assembles the Fund's portfolio from the best available
values.  Reams constantly monitors the expected returns
of the securities in the Fund versus those available in
the market and of other securities the firm is
considering for purchase.  Reams' strategy is to
replace securities that it feels are approaching fair
market value with those that, according to its
analysis, are significantly undervalued.

Implementation of Principal Investment Strategy -
Investment Grade Bond Fund

Fixed Income Securities.  The Investment Grade Bond
Fund may invest in a wide variety of investment grade
fixed income securities.  Issuers of fixed income
securities have a contractual obligation to pay
interest at a specified rate on specified dates and to
repay principal on a specified maturity date.  Certain
securities (usually intermediate- and long-term bonds)
have provisions that allow the issuer to redeem or
"call" a bond before its maturity.  Issuers are most
likely

<PAGE>

to call such securities during periods of
falling interest rates.  As a result, the Fund may be
required to invest the unanticipated proceeds of the
called security at lower interest rates, which may
cause the Fund's income to decline.

Commercial paper generally is considered the shortest
form of fixed income security.  Notes whose original
maturities are two years or less are considered short-
term obligations.  The term "bond" generally refers to
securities with maturities longer than two years.
Bonds with maturities of three years or less are
considered short-term, bonds with maturities between
three and ten years are considered intermediate-term,
and bonds with maturities greater than ten years are
considered long-term.

Principal Risks:  In general, the longer the maturity
of a fixed income security, the higher its yield and
the greater its sensitivity to changes in interest
rates.  Conversely, the shorter the maturity, the lower
the yield but the greater the price stability.  The
values of fixed income securities also may be affected
by changes in the credit rating or financial condition
of their issuers.  Generally, the lower the credit
rating of a security, the higher the degree of risk as
to the payment of interest and return of principal.  To
compensate investors for taking on increased risk,
issuers deemed to be less creditworthy generally must
offer investors higher interest rates than issuers with
better credit ratings.

Mortgage- and Other Asset-Backed Securities.  The Fund
may invest in mortgage- and other asset-backed
securities.  Mortgage-backed securities represent
direct or indirect participation in mortgage loans
secured by real property, and include single- and multi-
class pass-through securities and collateralized
mortgage obligations.

Asset-backed securities have structural characteristics
similar to mortgage-backed securities.  However, the
underlying assets are not mortgage loans.  Instead,
they include assets such as motor vehicle installment
sales contracts, installment loan contracts, home
equity loans, leases of various types of property and
receivables from credit card issuers or other revolving
credit arrangements.

Principal Risks:  The yield characteristics of mortgage-
and asset-backed securities differ from those of
traditional debt obligations.  For example, interest
and principal payments are made more frequently on
mortgage- and asset-backed securities, usually monthly,
and principal may be prepaid at any time.  As a result,
if the Fund purchases these securities at a premium, a
prepayment rate that is faster than expected will
reduce yield to maturity, while a prepayment rate that
is slower than expected will increase yield to
maturity.  If the Fund purchases these securities at a
discount, a prepayment rate that is faster than
expected will increase yield to maturity, while a
prepayment rate that is slower than expected will
reduce yield to maturity.  Accelerated prepayments on
securities purchased at a premium also impose a risk of
loss of principal because the premium may not have been
fully amortized at the time the principal is prepaid in
full.  The market for privately issued mortgage- and
asset-backed securities is smaller and less liquid than
the market for government sponsored mortgage-backed
securities.

Prior Performance of Reams, Northern and B&H

The following tables show the historical composite
performance data for all of Reams' private advisory
accounts which have investment objectives, policies,
strategies and risks substantially similar to the Total
Return Bond Fund, known as the Reams Fixed Income
Composite; the historical composite performance data
for all of Reams' private advisory accounts which have
investment objectives, policies, strategies and risks
substantially similar to the Opportunity Fund, known as
the Reams Small Capitalization Value Equity Composite;
the historical composite performance data for all of
Reams' private advisory accounts which have investment
objectives, policies, strategies and risks
substantially similar to the Investment Grade Bond
Fund, known as the Reams Investment Grade Fixed Income
Composite; the historical composite performance data
for all of Northern's private advisory accounts which
have investment objectives, policies, strategies and
risks substantially similar to the Growth Fund, known
as the NCM Equity Portfolio; and the historical
composite performance data for all of B&H's private
advisory accounts which have investment objectives,
policies, strategies and risks substantially similar to
the Emerging Growth Fund, known as the B&H Emerging
Growth Portfolio (collectively, the "Composites").

The Composites are not subject to the same types of
expenses to which the Funds are subject nor to the
diversification requirements, specific tax restrictions
and investment limitations imposed on the Funds by the
Internal Revenue Code of 1986, as amended and the
Investment Company Act of 1940, as amended,
respectively.  Consequently, the performance results
for the Composites could have been adversely affected
if the accounts included in the Composites had been
regulated under the federal security and tax laws.  The
data is provided to illustrate the past performance of
each subadviser in managing a substantially similar
portfolio as measured against a specific benchmark and
does not represent the performance of the Funds.  You
should not consider this performance data as an
indication of the future performance of the Funds or a
subadviser.

<PAGE>

All of the performance information has been calculated
in accordance with recommended standards of the
Association for Investment Management and Research
("AIMR"), retroactively applied to all time periods.
All returns presented were calculated on a total return
basis and include all dividends and interest, accrued
income, if any, and realized and unrealized gains and
losses.  All returns reflect the deduction of
investment advisory fees, brokerage commissions and
execution costs paid by the accounts included in the
Composites, without provision for federal or state
income taxes.  Cash and cash equivalents are included
in the performance returns.  No leveraged positions
were used.  Total return is calculated monthly in
accordance with the time weighted rate of return method
provided for by AIMR standards accounted for on a trade-
date and accrual basis.  The monthly returns are linked
to derive an annual total return.  AIMR standards for
calculation of total return differ from the standards
required by the SEC for calculation of average annual
total return.

With respect to the prior performance of Reams and
Northern, the Composite expenses are lower than the
respective Fund expenses.  Accordingly, if the Total
Return Bond, Opportunity and Growth Funds' expenses had
been deducted from the relevant Composite's returns,
the returns would be lower than those shown.  With
respect to the prior performance of B&H, the
Composite's expenses are higher than the Emerging
Growth Fund's expenses.

The investment results of the Reams Fixed Income
Composite, the Reams Small Capitalization Composite and
the NCM Equity Composite are Level 1 AIMR compliant.
The results of the Composites are not intended to
predict or suggest the future returns of the Funds.

Reams Asset Management Company, LLC

Reams Fixed Income Composite Performance History:  6/1/81-12/31/00(1)

                         Reams Fixed Income
                             Composite            Lehman Brothers
  Periods Ended 12/31/00    Total Return       Aggregate Bond Index(2)
          1 Year               ____%                   ____%
          5 Years              ____%                   ____%
         10 Years              ____%                   ____%
     From Inception(3)         ____%                   ____%
____________
(1)  For the Total Return Bond Fund's performance, see
     the return information under "The Frontegra Funds at a
     Glance."

(2)  The Lehman Brothers Aggregate Bond Index
     includes fixed rate debt issues rated investment
     grade or higher by Moody's, S&P or Fitch, in that
     order.  All issues have at least one year to maturity
     and an outstanding par value of at least $100
     million.  The index does not reflect investment
     management fees, brokerage commissions and other
     expenses associated with investing in fixed income
     securities.

(3)  The Composite commenced operations on June 1, 1981.


Average Annualized Return in Percent:  6/1/81-12/31/00

Reams Fixed Income Composite Performance           _____%
Lehman Brothers Aggregate Bond Index               _____%


Reams Small Capitalization Value Equity Composite
Performance History:  1/1/95-12/31/00(1)

                           Reams Small
                          Capitalization
                            Composite        Russell 2000     Russell 2000
Periods Ended 12/31/00     Total Return        Index(2)      Value Index(3)
       1 Year                  ____%             ____%           ____%
       5 Years                 ____%             ____%           ____%
   From Inception(4)           ____%             ____%           ____%

<PAGE>

__________
(1)  For the Opportunity Fund's performance, see the
     return information under "The Frontegra Funds at a
     Glance."

(2)  The Russell 2000 Index is an unmanaged index
     generally representative of the U.S. market for small
     domestic stocks.  The index does not reflect
     investment management fees, brokerage commissions and
     other expenses associated with investing in equity
     securities.

(3)  The Russell 2000 Value Index is comprised of
     those securities in the Russell 2000 Index which have
     lower price-to-book ratios and lower forecasted growth rates.

(4)  The Composite commenced operations on January 1, 1995.


Average Annualized Return in Percent:  1/1/95-12/31/00

Reams Small Capitalization Composite Performance     14.71%
Russell 2000 Index                                   15.18%
Russell 2000 Value Index                             13.83%

Reams Investment Grade Fixed Income Composite:  [date]-12/31/00(1)

                                  Reams Investment       Lehman Brothers
                                 Grade Fixed Income         Aggregate
     Periods Ended 12/31/00    Composite Total Return      Bond Index(2)
            1 Year                      ____%                  ____%
            5 Years                     ____%                  ____%
       From Inception(3)                ____%                  ____%
__________
(1)  Return information for the Investment Grade Bond
     Fund is not included in this Prospectus because it
     did not commence operations until the date of this
     Prospectus.

(2)  The Lehman Brothers Aggregate Bond Index
     includes fixed rate debt issues rated investment
     grade or higher by Moody's, S&P or Fitch, in that
     order.  All issues have at least one year to maturity
     and an outstanding par value of at least $100
     million.  The index does not reflect investment
     management fees, brokerage commissions and other
     expenses associated with investing in fixed income
     securities.

(3)  The Composite commenced operations on _______________.


Northern Capital Management, LLC

NCM Equity Composite Performance History:  1/1/91-12/31/00(1)

     Periods Ended    NCM Equity Composite
       12/31/00          Rate of Return       S&P 500(2)
        1 Year               23.97%            13.28%
        5 Years              21.69%            21.67%
    From Inception(3)        21.64%            18.92%
____________
(1)  For the Growth Fund's performance, see the
     return information under "The Frontegra Funds at a
     Glance."

(2)  The S&P 500 is an unmanaged index generally
     representative of the U.S. stock market.  The index
     does not reflect investment management fees,
     brokerage commissions and other expenses associated
     with investing in equity securities.

(3)  The Composite commenced operations on January 1, 1991.

<PAGE>

Average Annualized Return in Percent:  1/1/91-12/31/00

NCM Equity Composite Performance                    _____%
S&P 500                                             _____%


Berents & Hess Capital Management Incorporated

B&H Emerging Growth Composite Performance History:  12/31/95 - 12/31/00(1)

                                 B&H Emerging Growth        Russell 2000
     Periods Ended 12/31/00    Composite Rate of Return    Growth Index(2)
            1 Year                      ____%                   ____%
  5 Years and From Inception(3)         ____%                   ____%
____________
(1)  For the Emerging Growth Fund's performance, see
     the return information under "The Frontegra Funds at a
     Glance."

(2)  The Russell 2000 Growth Index is an unmanaged
     index generally representative of the U.S. market for
     small domestic growth stocks.  The index does not
     reflect investment management fees, brokerage
     commissions and other expenses associated with
     investing in equity securities.

(3)  The Composite commenced operations on December 31, 1995.


Average Annualized Return in Percent:  12/31/95 - 12/31/00

B&H Emerging Growth Composite Performance               _____%
Russell 2000 Growth Index                               _____%

<PAGE>

Financial Highlights

The financial highlights tables are intended to help you
understand each Fund's financial performance from its
commencement of operations to June 30, 2000.  Certain
information reflects financial results for a single Fund
share.  The total returns in the table represent the
rate that an investor would have earned (or lost) on an
investment in each Fund for the stated periods (assuming
reinvestment of all dividends and distributions).  This
information has been audited by Ernst & Young LLP, whose
report, along with the Funds' financial statements, is
included in the Funds' annual report, which is available
upon request.

<TABLE>
                              Six Months    Year    Eight Months    Year    November
   FRONTEGRA                    Ended      Ended       Ended       Ended    25, 1996(1)
  TOTAL RETURN                 December     June        June       October  to October
   BOND FUND                   31, 2000   30, 2000   30, 1999(2)  31, 1998  31, 1997
      <S>                         <C>        <C>        <C>          <C>       <C>

Net Asset Value,
 Beginning of Period                       $29.34     $31.38       $30.85    $30.00

INCOME FROM INVESTMENT
 OPERATIONS:
Net investment income                        1.90       1.29         1.75      1.37
Net realized and unrealized gain
 (loss) on investments                       0.02     (1.18)         0.59      0.70
                                             ----     ------         ----      ----
Total Income From Investment
 Operations                                  1.92       0.11         2.34      2.07
                                             ----     ------         ----      ----

LESS DISTRIBUTIONS PAID:
From net investment income                 (1.90)     (1.44)       (1.75)    (1.22)
From net realized gain on investments          -      (0.71)       (0.06)        -
                                           ------     ------       ------    ------
Total Distributions Paid                   (1.90)     (2.15)       (1.81)    (1.22)
                                           ------     ------       ------    ------

Net Asset Value, End of Period             $29.36     $29.34       $31.38    $30.85
                                           ======     ======       ======    ======

Total Return(3)                             6.78%      0.32%        7.79%     7.13%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period
 (in thousands)                           $70,435    $48,413      $48,457   $39,096
Ratio of expenses to average
 net assets(4)(5)                           0.43%      0.50%        0.50%     0.50%
Ratio of net investment income
 to average net assets(4)(5)                6.82%      6.37%        5.79%     6.02%
Portfolio turnover rate(3)                   438%        83%         131%      202%

</TABLE>
____________
(1)  Commencement of operations.

(2)  Effective June 30, 1999, the Company's fiscal
     year-end was changed from October 31 to June 30.

(3)  Not annualized for periods less than a full year.

(4)  Net of waivers and reimbursements by Frontegra.
     Without waivers and reimbursements of expenses, the
     ratio of expenses to average net assets would have
     been 0.71%, 0.82%, 0.78% and 1.27%, and the ratio of
     net investment income to average net assets would
     have been 6.54%, 6.05%, 5.51% and 5.25% for the
     periods ended June 30, 2000, June 30, 1999, October
     31, 1998 and October 31, 1997, respectively.

(5)  Annualized.

<PAGE>
<TABLE>

                            Six Months     Year    Eight Months    Year
                              Ended       Ended       Ended        Ended   July 31, 1997(1)
     FRONTEGRA               December      June        June       October     to October
  OPPORTUNITY FUND           31, 2000    30, 2000   30, 1999(2)  31, 1998      31, 1997
       <S>                      <C>         <C>        <C>          <C>           <C>

Net Asset Value, Beginning
 of Period                                $32.02     $27.93       $32.22        $30.00

INCOME (LOSS) FROM
 INVESTMENT OPERATIONS:
Net investment income                       0.27       0.07         0.26          0.04
Net realized and unrealized
 gain (loss) on investments               (2.44)       4.23       (4.52)          2.18
                                          ------       ----       ------          ----
Total Income (Loss) from
 Investment Operations                    (2.17)       4.30       (4.26)          2.22
                                          ------       ----       ------          ----

LESS DISTRIBUTIONS PAID:
From net investment income                (0.22)     (0.21)       (0.03)             -
From net realized gain on
 investments                              (1.42)         -            -              -
                                          ------     ------       ------          ----

Total Distributions Paid                  (1.64)     (0.21)       (0.03)             -
                                          ------     ------       ------          ----

Net Asset Value, End of Period            $28.21     $32.02       $27.93        $32.22
                                          ======     ======       ======        ======

Total Return(3)                          (6.67)%     15.49%     (13.24)%         7.40%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period
 (in thousands)                          $18,204    $17,211       $6,827        $5,900
Ratio of expenses to average
 net assets(4)(5)                          0.90%      0.90%        0.90%         0.90%
Ratio of net investment income
 to average net assets(4)(5)               0.97%      1.00%        0.92%         2.61%
Portfolio turnover rate(3)                   64%        38%          54%            9%

</TABLE>
____________
(1)  Commencement of operations.

(2)  Effective June 30, 1999, the Company changed
     its fiscal year-end from October 31 to June 30.

(3)  Not annualized for periods less than a full year.

(4)  Net of waivers and reimbursements by Frontegra.
     Without waivers and reimbursements of expenses, the
     ratio of expenses to average net assets would have
     been 1.44%, 1.73%, 2.53% and 12.02% and the ratio of
     net investment income (loss) to average net assets
     would have been 0.43%, 0.17%, (0.71)% and (8.51)%
     for the periods ended June 30, 2000, June 30, 1999,
     October 31, 1998 and October 31, 1997, respectively.

(5)  Annualized.


                             Six Months    Year   Eight Months
                               Ended      Ended      Ended     March 18, 1998(1)
    FRONTEGRA                 December     June       June        to October
   GROWTH FUND                31, 2000   30, 2000  30, 1999(2)     31, 1998

Net Asset Value, Beginning
 of Period                                $11.93     $9.29          $10.00

INCOME (LOSS) FROM INVESTMENT
 OPERATIONS:
Net investment income                          -(6)   0.01            0.01
Net realized and unrealized
 gain (loss) on investments                 1.82      2.64          (0.72)
                                            ----      ----          ------
Total Income (Loss) from
 Investment Operations                      1.82      2.65          (0.71)
                                            ----      ----          ------

LESS DISTRIBUTIONS PAID:
From net investment income                (0.01)    (0.01)              -
From net realized gain on investments     (0.05)        -               -
                                          ------    ------          ------

Total Distributions Paid                  (0.06)    (0.01)              -
                                          ------    ------          ------

Net Asset Value, End of Period            $13.69    $11.93           $9.29
                                          ======    ======          ======

Total Return(3)                           15.33%    28.58%         (7.10)%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period
 (in thousands)                          $16,258    $4,619          $2,343
Ratio of expenses to average
 net assets(4)(5)                          0.80%     0.80%           0.80%
Ratio of net investment income
 to average net assets(4)(5)               0.05%     0.16%           0.28%
Portfolio turnover rate(3)                  213%      106%             67%

____________
(1)  Commencement of operations.

(2)  Effective June 30, 1999, the Company changed
     its fiscal year-end from October 31 to June 30.

(3)  Not annualized for periods less than a full year.

(4)  Net of waivers and reimbursements by Frontegra.
     Without waivers and reimbursements of expenses, the
     ratio of expenses to average net assets would have
     been 1.89%, 4.52% and 9.23% and the ratio of net
     investment income (loss) to average net assets would
     have been (1.04)%, (3.56)% and (8.15)% for the
     periods ended June 30, 2000, June 30, 1999 and
     October 31, 1998, respectively.

(5)  Annualized.

(6)  Less than one cent per share.

<PAGE>

                                              Year Ended       Period Ended
FRONTEGRA EMERGING GROWTH FUND             December 31, 2000  June 30, 2000(1)

Net Asset Value, Beginning of Period                              $10.00

INCOME FROM INVESTMENT OPERATIONS:
Net investment income                                               0.01
Net realized and unrealized gain on investments                     0.22
                                                                    ----
Total Income from Investment Operations                             0.23
                                                                    ----

Net Asset Value, End of Period                                    $10.23
                                                                  ======

Total Return(2)                                                    2.30%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (in thousands)                            $658
Ratio of expenses to average net assets(3)(4)                      0.90%
Ratio of net investment income to average
 net assets(3)(4)                                                  0.27%
Portfolio turnover rate(2)                                           67%
____________
(1)  The Fund commenced operations on December 31, 1999.

(2)  Not annualized for periods less than a full year.

(3)  Net of waivers and reimbursements by Frontegra.
     Without waivers and reimbursements of expenses, the
     ratio of expenses to average net assets would have
     been 21.69% and the ratio of net investment loss to
     average net assets would have been (20.52)% for the
     period ended June 30, 2000.

(4)  Annualized.


Fund Management

Under the laws of the State of Maryland, the Board of
Directors of the Company (the "Board of Directors") is
responsible for managing the Company's business and
affairs.  The Board of Directors also oversees duties
required by applicable state and federal law.  The
Company has entered into an investment advisory
agreement with Frontegra dated October 30, 1996, as
amended as of February 1, 1998, December 31, 1999 and
January 31, 2001 (the "Investment Advisory Agreement"),
pursuant to which Frontegra supervises the management
of the Fund's investments and business affairs, subject
to the supervision of the Company's Board of Directors.
Frontegra has entered into subadvisory agreements with
each of the respective subadvisers under which Reams
serves as the Total Return Bond and Opportunity Funds'
portfolio manager, Northern serves as the Growth Fund's
portfolio manager and B&H serves as the Emerging Growth
Fund's portfolio manager.  Frontegra provides office
facilities for the Funds and pays the salaries, fees,
and expenses of all officers and directors of the Funds
who are interested persons of Frontegra.

Adviser.  The Company is managed by Frontegra, which
supervises the management of each Fund's portfolio by
the subadvisers and administers the Company's business
affairs.  Frontegra was organized in 1996 and is
located at 400 Skokie Boulevard, Suite 500, Northbrook,
Illinois 60062.  Mr. William D. Forsyth III and Mr.
Thomas J. Holmberg, Jr. each own 50% of Frontegra.
Under the Investment Advisory Agreement, the Total
Return Bond Fund compensates Frontegra at the annual
rate of 0.40% of the Fund's average daily net assets;
the Opportunity Fund compensates Frontegra at the
annual rate of 0.65% of the Fund's average daily net
assets; the Growth Fund compensates Frontegra at the
annual rate of 0.80% of the Fund's average daily net
assets; the Emerging Growth Fund compensates Frontegra
at the annual rate of 0.90% of the Fund's average daily
net assets and the Investment Grade Bond Fund
compensates Frontegra at the annual rate of 0.42% of
the Fund's average daily net assets.  Pursuant to
expense cap agreements most recently amended as of
October 27, 2000, Frontegra contractually agreed to
waive its management fee and/or reimburse a Fund's
operating expenses to the extent necessary to ensure
that the Total Return Bond Fund's total operating
expenses do not exceed 0.425% of the Fund's average
daily net assets; the Opportunity Fund's total
operating expenses do not exceed 0.90% of the Fund's
average daily assets; the Growth Fund's total operating
expenses do not exceed 0.80% of the Fund's average
daily net assets; and the Emerging Growth Fund's total
operating expenses do not exceed 0.90% of the Fund's
average daily net assets.  Pursuant to an expense cap
agreement dated January 31, 2001, Frontegra
contractually agreed to waive its management fee and/or
reimburse the Investment Grade Bond Fund's operating
expenses to the extent necessary to ensure that the
Fund's total operating expenses do not exceed 0.42% of
its average daily net assets.  The expense cap
agreements for the Total Return Bond, Opportunity,
Growth and Emerging Growth Funds will terminate on
December 31, 2001 and the expense cap agreement for the
Investment Grade Bond Fund will terminate on January
31, 2002, unless extended by the mutual agreement of the

<PAGE>

parties.  The expense cap agreements have the
effect of lowering the overall expense ratio for a Fund
and increasing the Fund's overall return to investors
during the time any such amounts are waived and/or
reimbursed.

Reams.  Reams operated as a corporation (Reams Asset
Management Company, Inc.) from its founding in 1981
until March 31, 1994, when it became an Indiana limited
liability company (LLC), with no change in principals,
employees or clients.  Reams is located at 227
Washington Street, Columbus, Indiana 47202-0727.  Under
the subadvisory agreement as amended August 2, 1999,
May 8, 2000 and [January 31, 2001], and with certain
exceptions described herein, Reams is compensated by
Frontegra for its investment advisory services at the
annual rate of 0.15% of the Total Return Bond Fund's
average daily net assets, 0.45% of the Opportunity
Fund's average daily net assets and 0.15% of the
Investment Grade Bond Fund's average daily net assets.
In recognition of the economies of scale that will be
gained by the Funds and Frontegra, and with the
exception of defined contribution or 401(k) investments
in the Funds, for initial investments of over $30
million in the Total Return Bond Fund and $15 million
in the Opportunity Fund, Frontegra will compensate
Reams an extra 0.10% of the average daily net assets of
such investments.  Reams provides continuous advice and
recommendations concerning the Funds' investments and
is responsible for selecting the broker-dealers who
execute the portfolio transactions.  In executing such
transactions, Reams seeks to obtain the best net
results for each Fund.  In addition to providing
investment advisory services to the Funds, Reams serves
as investment adviser to pension and profit-sharing
plans, and other institutional investors.  As of
September 30, 2000, Reams had approximately $7.7
billion under management, which includes fixed income
portfolios totaling approximately $7.4 billion and
equity portfolios totaling approximately $300 million.

Total Return Bond Fund Portfolio Managers.  The day-to-
day management responsibilities for the Total Return
Bond Fund's portfolio are primarily handled by a fixed
income portfolio management team which has been managed
primarily by Mr. Robert A. Crider and Mr. Mark M. Egan
since the Fund's inception.  Mr. Crider has been Senior
Vice President, Fixed Income Management, of Reams since
April 1994 and was Senior Vice President, Fixed Income
Management, of Reams Asset Management Company, Inc.
from 1981 until March 1994. Mr. Egan has been a
Portfolio Manager of Reams since April 1994 and was a
Portfolio Manager of Reams Asset Management Company,
Inc. from June 1990 until March 1994.  Mr. Egan was a
Portfolio Manager of National Investment Services,
until May 1990.  The fixed income portfolio managers
implement decisions on a team basis with respect to the
Fund's portfolio structure and issue selection.
Portfolio strategy is reviewed weekly by the entire
fixed income committee.

Opportunity Fund Portfolio Managers.  The day-to-day
management responsibilities for the Opportunity Fund's
portfolio are primarily handled by an equity portfolio
management team which has been managed primarily by
Mr. Fred W. Reams and Mr. David R. Milroy since the
Fund's inception.  Since September 1999, Mr. Reams has
been the Chairman of Reams.  Mr. Reams was President of
Reams from April 1994 until September 1999 and was
President of Reams Asset Management Company, Inc. from
its founding in 1981 until March 1994.  Mr. Milroy has
been Senior Vice President, Equity Management, of Reams
since April 1994, was Vice President and Senior Vice
President, Equity Management, of Reams Asset Management
Company, Inc. from June 1990 until March 1994.  Mr.
Milroy was a Portfolio Manager of Loomis, Sayles & Co.
from May 1985 until May 1990.  The equity portfolio
management team approves scenarios established for
individual securities submitted by each analyst and
makes the final buy and sell decisions.

Investment Grade Bond Fund Portfolio Managers.  The day-
to-day management responsibilities for the Investment
Grade Bond Fund's portfolio are primarily handled by a
fixed income portfolio management team which is managed
primarily by Mr. Crider and Mr. Egan.  Biographical
information for Mr. Crider and Mr. Egan is set forth
under "Total Return Bond Fund Portfolio Managers,"
above.  The fixed income portfolio managers implement
decisions on a team basis with respect to the Fund's
portfolio structure and issue selection.  Portfolio
strategy is reviewed weekly by the entire fixed income
committee.

Northern.  Northern is located at 8018 Excelsior Drive,
Suite 300, Madison, Wisconsin 53717.  Under the
subadvisory agreement, Northern is compensated by
Frontegra for its investment advisory services to the
Growth Fund at the annual rate of (i) 0.25% of the
Fund's average daily net assets prior to the first date
when the Fund's average daily net assets exceed $200
million and (ii) 0.30% of the Fund's average daily net
assets on and after the first date when the Fund's
average daily net assets exceed $200 million.  Northern
provides continuous advice and recommendations
concerning the Fund's investments and is responsible
for selecting the broker-dealers who execute the
portfolio transactions.  In executing such
transactions, Northern seeks to obtain the best net
results for the Fund.  In addition to providing
investment advisory services to the Fund, Northern
serves as investment adviser to pension and profit
sharing plans, institutional investors and private
accounts.  As of September 30, 2000, Northern had
approximately $1.5 billion under

<PAGE>

management.  Northern was previously organized as a
corporation.  Effective June 30, 2000, Northern
became a limited liability company due to a change in
its ownership structure.

Growth Fund Portfolio Managers.  The day-to-day
management responsibilities for the Growth Fund's
portfolio are primarily handled by Northern's portfolio
management team which has been managed primarily by Mr.
Daniel T. Murphy and Mr. Brian A. Hellmer since the
Fund's inception.  The Fund's overall investment
strategy and portfolio allocation and risk parameters
are determined by Northern's Investment Committee,
which consists of Stephen L. Hawk, Mr. Murphy and Mr.
Hellmer.  Mr. Hawk, Chairman of Northern, has been with
the firm since March 1983; Mr. Murphy, the President,
Chief Investment Officer, Portfolio Manager and a
Director of Northern, joined the firm in March 1995 and
was a Senior Investment Analyst at Brinson Partners,
Inc. from December 1989 to March 1995; Mr. Hellmer,
Senior Vice President and Director of Research of
Northern, joined the firm in April 1996 and was an
Investment Officer of Fleet Investment Advisors from
July 1989 to April 1996.  The portfolio management team
reviews and approves the analyst's recommendations and
makes the final buy and sell decisions.  The Investment
Committee reviews the Fund's portfolio on a weekly
basis.

B&H.  B&H is located at 99 Summer Street, Suite 1720,
Boston, Massachusetts  02119.  Under the subadvisory
agreement, B&H is compensated by Frontegra for its
investment advisory services to the Emerging Growth
Fund at the annual rate of 0.45% of the Fund's average
daily net assets.  B&H provides continuous advice and
recommendations concerning the Fund's investments and
is responsible for selecting the broker-dealers who
execute the portfolio transactions.  In executing such
transactions, B&H seeks to obtain the best net results
for the Fund.  While B&H has not previously provided
investment advice to a mutual fund, B&H serves as
investment adviser to pension and profit-sharing plans,
institutional investors and private accounts.  As of
September 30, 2000, B&H had approximately $200 million
under management.

Emerging   Growth   Fund  Portfolio  Managers.    B&H's
portfolio managers, Mr. Berents and Mr. Hess, primarily
handle  the day-to-day management responsibilities  for
the  Emerging  Growth Fund's portfolio.   Mr.  Berents,
Managing Director of B&H, has been with the firm  since
1984.   Mr.  Hess, Managing Director of B&H,  has  been
with  the  firm  since 1991.  The Fund's  portfolio  is
reviewed  whenever a securities transaction opportunity
arises  based  on the Fund's investment strategy.   The
portfolio  managers  make  the  final  buy   and   sell
decisions for the Fund.

Custodian, Transfer Agent and Administrator.  Firstar
Bank, N.A. acts as custodian of each Fund's assets.
Firstar Mutual Fund Services, LLC serves as transfer
agent for the Funds (the "Transfer Agent") and as the
Funds' administrator.  Firstar Bank, N.A. and Firstar
Mutual Fund Services, LLC are affiliated entities.

Your Account

How to Purchase Shares.  Shares of the Funds are sold
on a continuous basis at net asset value.  Each Fund's
net asset value 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.  Your purchase price will be the Fund's
net asset value next determined after the Fund receives
your request in proper form.  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.

Each Fund's minimum initial investment is $100,000.
Subsequent investments may be made by mail or wire with
a minimum subsequent investment of $1,000.  The Funds
reserve 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.

If you purchase shares of a Fund by check and request
the redemption of such shares within 15 days of the
initial purchase, payment of the redemption proceeds
may be delayed for up to 12 days in order to ensure
that the check has cleared.  This is a security
precaution only and does not affect your investment.

Initial Investment - Minimum $100,000.  You may
purchase shares of the Funds by completing an
application and mailing it along with a check or money
order payable to "Frontegra Funds, Inc." to:  Frontegra
Funds, Inc., c/o Firstar Mutual 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.
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 a Fund
as a result.  All applications to purchase shares of
the Funds 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.

<PAGE>

Alternatively, you may place an order to purchase
shares of the Funds through a broker-dealer.  Broker-
dealers may charge a transaction fee for placing orders
to purchase Fund shares.  It is the responsibility of
the broker-dealer to place the order with the Fund on a
timely basis.

In addition, you may purchase shares of the Funds by
wire.  To establish a new account by wire transfer,
please call the Transfer Agent at 1-888-825-2100.  The
Transfer Agent will assign an account number to you at
that time.  Funds should then be wired through the
Federal Reserve System as follows:

            Firstar Bank, N.A.
            ABA Number  042000013
            For credit to Firstar Mutual Fund Services, LLC
            Account Number  112-952-137
            For further credit to Frontegra Funds, Inc.
            (investor account number)
            (name or account registration)
            (Social Security or Taxpayer Identification Number)
            (identify Fund)

The Funds are not responsible for the consequences of
delays resulting from the banking or Federal Reserve
wire system.

Subsequent Investments - Minimum $1,000.  You may make
additions to your account in amounts of $1,000 or more
by mail or by wire.  When making an additional purchase
by mail, enclose a check payable to "Frontegra Funds,
Inc." along with the additional investment form
provided on the lower portion of your account
statement.  To make an additional purchase by wire,
please follow the instructions listed above.

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 net asset value next determined
after a Fund receives your request in proper form.
Once your redemption request is received in proper
form, the Fund normally will mail or wire your
redemption proceeds the next business day and, in any
event, no later than seven calendar days after receipt
of a redemption request.  However, the Funds may hold
payment of that portion of an investment which was made
by check that has not been collected.  In addition to
the redemption procedures described below, redemptions
may also be made through broker-dealers who may charge
a commission or other transaction fee.

Written Redemption.  To redeem shares in a Fund please
furnish a written, unconditional request to: Frontegra
Funds, Inc., c/o Firstar Mutual 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.  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
application.  However, you will be charged a $12
service fee for wire redemptions.  If the dollar amount
requested to be redeemed is greater than the current
value of your account, your entire account balance will
be redeemed.

Signature Guarantees.  Signature guarantees are
required for:  (i) redemption requests mailed or wired
to a person other than the registered owner(s) of the
shares, (ii) redemption requests mailed or wired to
other than the address of record and (iii) redemption
requests submitted within 30 days of an address change.
A signature guarantee may be obtained from any bank,
savings and loan association, credit union, brokerage
firm or other eligible guarantor institution.  A notary
public is not an acceptable guarantor.

Account Termination.  Your account may be terminated by
a Fund on not less than 30 days' notice if the value of
the shares in the account falls below $10,000 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.

<PAGE>

Exchange Privilege

You may exchange your shares in any Frontegra Fund for
shares in any other Frontegra Fund at any time by
written request.  The value of the shares to be
exchanged and the price of the shares being purchased
will be the net asset value next determined after
receipt of instructions for exchange in proper form.
An exchange from one Fund to another is treated the
same as an ordinary sale and purchase for federal
income tax purposes and you will realize a capital gain
or loss.  This is not a tax-free exchange.  Exchange
requests should be directed to: Frontegra Funds, Inc.,
c/o Firstar Mutual 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.  Exchange requests may be subject to
limitations, including those relating to frequency,
that may be established from time to time to ensure
that the exchanges do not disadvantage a 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.

Valuation of Fund Shares

The price of a Fund's shares is the Fund's net asset
value, which is calculated using the market price
method of valuation and is determined as of the close
of trading on each day the NYSE is open for business.
The NYSE is closed on New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.  In addition, if any of these holidays
falls on a Saturday, the NYSE will not be open for
trading on the preceding Friday, and when such holiday
falls on a Sunday, the NYSE will not be open for
trading on the succeeding Monday, unless unusual
business conditions exist, such as the ending of a
monthly or yearly period.

Tax-Sheltered Retirement Plans

The Company offers through its custodian, Firstar Bank,
N.A., various qualified retirement plans for adoption
by individuals and employers.  Participants in these
plans can accumulate shares of the Funds on a tax-
deferred basis.  Please call 1-888-825-2100 for a
current list of the plans offered.

Dividends, Capital Gain Distributions And Tax Treatment

For federal income tax purposes, all dividends and
distributions of net realized short-term capital gains
are taxable as ordinary income whether reinvested or
received in cash unless you are exempt from taxation or
entitled to a tax deferral.  Distributions paid by a
Fund from net realized long-term capital gains, whether
received in cash or reinvested in additional shares,
are taxable as a capital gain unless you are exempt
from taxation or entitled to a tax deferral.  The
capital gain holding period is determined by the length
of time the Fund has held the security and not the
length of time that you have held shares in the Fund.
Shareholders are informed annually as to the amount and
nature of all dividends and capital gains paid during
the prior year.  Such capital gains and dividends may
also be subject to state or local taxes.  If you are
not required to pay taxes on your income, you are
generally not required to pay federal income taxes on
the amounts distributed to you.

The Total Return Bond and Investment Grade Bond Funds
will usually distribute dividends quarterly and capital
gains annually in December.   The Opportunity, Growth
and Emerging Growth Funds will usually distribute
dividends and capital gains at least annually.  When a
dividend or capital gain is distributed, the Fund's net
asset value decreases by the amount of the payment.  If
you purchase shares shortly before a distribution, you
will, nonetheless, be subject to income taxes on the
distribution, even though the value of your investment
(plus cash received, if any) remains the same.  The
Total Return Bond and Investment Grade Bond Funds
expect that, because of their investment objectives,
their distributions will consist primarily of income.
The Opportunity, Growth and Emerging Growth Funds
expect that, because of their investment objectives,
their distributions will consist primarily of capital
gains.

All dividends or capital gain distributions will
automatically be reinvested in shares of the Fund at
the then prevailing net asset value unless an investor
specifically requests that either dividends or capital
gains or both be paid in cash.  The election to receive
dividends or reinvest them may be changed by writing
to:  Frontegra Funds, Inc., c/o Firstar Mutual 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.  Such notice must be received at least five
business days prior to the record date of any dividend
or capital gain distribution.

<PAGE>

If you do not furnish the Funds with your correct
Social Security Number or Taxpayer Identification
Number and/or a Fund receives notification from the
Internal Revenue Service requiring back-up withholding,
the Fund is required by federal law to withhold federal
income tax from your distributions and redemption
proceeds at a rate of 31%.

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, or local tax
considerations applicable to you.  You are urged to
consult your own tax adviser.

<PAGE>

DIRECTORS                             TRANSFER AGENT

William D. Forsyth III                Firstar Mutual Fund Services, LLC
Thomas J. Holmberg, Jr.               For overnight deliveries, use:
David L. Heald                        Frontegra Funds, Inc.
                                      c/o Firstar Mutual Fund Services, LLC
OFFICERS                              615 East Michigan Street, 3rd Floor
                                      Milwaukee, Wisconsin  53202
William D. Forsyth III
Thomas J. Holmberg, Jr.               For regular mail deliveries, use:
                                      Frontegra Funds, Inc.
INVESTMENT ADVISER                    c/o Firstar Mutual Fund Services, LLC
                                      P.O. Box 701
Frontegra Asset Management, Inc.      Milwaukee, Wisconsin  53201-0701
400 Skokie Boulevard, Suite 500
Northbrook, Illinois  60062           AUDITORS

SUB-ADVISERS                          Ernst & Young LLP
                                      Sears Tower
Reams Asset Management Company, LLC   233 S. Wacker Drive
227 Washington Street                 Chicago, Illinois  60606-6301
Columbus, Indiana  47202-0727
                                      LEGAL COUNSEL
Northern Capital Management, LLC
8018 Excelsior Drive, Suite 300       Godfrey & Kahn, S.C.
Madison, Wisconsin  53717             780 N. Water Street
                                      Milwaukee, Wisconsin  53202
Berents & Hess Capital Management
 Incorporated
99 Summer Street, Suite 1728
Boston, Massachusetts  02119

CUSTODIAN

Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin  53202

<PAGE>

Additional information regarding the Company and the
Funds is included in the Statement of Additional
Information ("SAI") which has been filed with the
Securities and Exchange Commission ("SEC") and is
incorporated in this Prospectus by reference.  Further
information about the Funds' investments is also
available in the Company's annual and semi-annual
reports to shareholders.  The Company's annual report
provides a discussion of the market conditions and
investment strategies that significantly affected the
Funds' performance during the last fiscal year.  You
may receive the Funds' SAI, annual report and semi-
annual report free of charge, request other information
about the Funds and make shareholder inquiries by
contacting the Company at the address below or by
calling, toll-free, 1-888-825-2100.

Information about the Funds (including the SAI) can be
reviewed and copied at the SEC's Public Reference Room
in Washington, D.C.  Please call the SEC at 1-202-942-
8090 for information relating to the operation of the
Public Reference Room.  Reports and other information
about the Funds 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:  [email protected], or by writing the
Public Reference Section of the SEC, Washington, D.C.
20549-0102.





                 Frontegra Funds, Inc.
         c/o Firstar Mutual Fund Services, LLC
     P.O. Box 701, Milwaukee, Wisconsin 53201-0701



    The Company's 1940 Act File Number is 811-7685.

<PAGE>

          STATEMENT OF ADDITIONAL INFORMATION

                 FRONTEGRA FUNDS, INC.
           Frontegra Total Return Bond Fund
              Frontegra Opportunity Fund
                 Frontegra Growth Fund
            Frontegra Emerging Growth Fund
         Frontegra Investment Grade Bond Fund

         c/o Firstar Mutual 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 Frontegra Funds, Inc.  (the
"Company")  dated  January  31,  2001.   Each  of   the
Frontegra  Total  Return Bond Fund (the  "Total  Return
Bond   Fund"),  the  Frontegra  Opportunity  Fund  (the
"Opportunity  Fund"), the Frontegra  Growth  Fund  (the
"Growth Fund"), the Frontegra Emerging Growth Fund (the
"Emerging  Growth  Fund") and the Frontegra  Investment
Grade Bond Fund (the "Investment Grade Bond Fund") is a
series  of  the  Company (individually, a  "Fund,"  and
collectively,  the  "Funds").   The  audited  financial
statements  for each Fund, except the Investment  Grade
Bond  Fund, for the fiscal period ended June  30,  2000
are  incorporated herein by reference to the  Company's
2000  Annual  Report.  A copy of the Prospectus  and/or
the 2000 Annual Report is available without charge upon
request  to  the  above address or toll-free  telephone
number.




This Statement of Additional Information is dated January 31, 2001.

<PAGE>

Table of Contents

Fund Organization                                                  1
Fund Policies:  Fundamental and Non-Fundamental                    1
Implementation of Investment Objective                             3
Directors and Officers                                            17
Code of Ethics                                                    18
Principal Shareholders                                            19
Investment Adviser                                                22
Fund Transactions and Brokerage                                   24
Custodian                                                         25
Transfer Agent and Dividend Disbursing Agent                      25
Administrator and Fund Accountant                                 25
Shareholder Meetings                                              25
Purchase and Pricing of Shares                                    26
Taxation of the Fund                                              26
Performance Information                                           26
Independent Auditors                                              28
Financial Statements                                              28

You  should  rely only on the information contained  in
this  SAI  and the Prospectus dated January  31,  2001.
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.

<PAGE>

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.

     The  Company  is authorized to issue  100,000,000,
$.01  par value shares of common stock, in addition  to
the  100,000,000, $.01 par value shares  of  the  Total
Return  Bond  Fund,  the 100,000,000,  $.01  par  value
shares  of the Opportunity Fund, the 100,000,000,  $.01
par  value  shares of the Growth Fund,  the  50,000,000
$.01  par value shares of the Emerging Growth Fund  and
the  50,000,000 $.01 par value shares of the Investment
Grade Bond Fund.  The assets belonging to each Fund are
held  separately by the custodian, Firstar 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.

     Each  share  of  common  stock,  irrespective   of
series,  is  entitled  to one vote  on  all  questions,
except that certain matters must be voted on separately
by the series of shares affected, and matters affecting
only  one  series are voted upon only by  that  series.
Shares  have non-cumulative voting rights, which  means
that  the holders of more than 50% of the shares voting
for  the  election of Directors can elect  all  of  the
Directors  if they choose to do so and, in such  event,
the holders of the remaining shares will not be able to
elect  any person or persons to the Board of Directors.
Each  share  of common stock is entitled to participate
in   dividends  and  capital  gains  distributions   as
determined  by the Board of Directors.  Each  share  is
entitled  to  the  residual assets  of  the  respective
series in the event of liquidation.

Fund Policies:  Fundamental and Non-Fundamental

     The  investment objective of the Total Return Bond
Fund  is a high level of total return, consistent  with
the  preservation of capital.  The investment objective
of  the Opportunity Fund is capital appreciation.   The
investment  objective of the Growth Fund  is  long-term
capital appreciation.  The investment objective of  the
Emerging Growth Fund is long-term capital appreciation.
The  investment objective of the Investment Grade  Bond
Fund   is   long-term   capital  appreciation.    These
investment  objectives  may  not  be  changed   without
shareholder approval.  Each Fund is diversified.

     The  following is a complete list of  each  Fund's
fundamental  investment  limitations  which  cannot  be
changed  without shareholder approval,  which  requires
the  approval of a majority of each Fund's  outstanding
voting securities.  As used herein, a "majority of each
Fund's  outstanding voting securities" means the lesser
of  (i)  67% of the shares of common stock  of  a  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.

     Each Fund:

     1.   May  not  with  respect to 75% of  its  total
          assets, purchase the securities of any issuer
          (except  securities issued or  guaranteed  by
          the  U.S.  government  or  its  agencies   or
          instrumentalities) if, as a result, (i)  more
          than  5% of the Fund's total assets would  be
          invested in the securities of that issuer  or
          (ii) the Fund would hold more than 10% of the
          outstanding voting securities of that issuer.

     2.   May (i) borrow money from banks and (ii) make
          other   investments  or   engage   in   other
          transactions permissible under the Investment
          Company  Act  of 1940 (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 Frontegra Funds or other  persons
          to the extent permitted by applicable law.

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

     4.   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 in connection with the purchase and sale
          of portfolio securities.

     5.   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

<PAGE>

          options,   futures   contracts,   or   other
          derivative instruments, or  from   investing
          in securities or other instruments backed by
          physical commodities).

     6.   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.

     7.   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.

     8.   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).

     9.   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  the  exception of the investment restriction
set out in item 2 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  Funds'  non-fundamental
operating policies which may be changed by the Board of
Directors  of  the Company (the "Board  of  Directors")
without shareholder approval.

     Each 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  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 which are impermissible pursuant
          to  Rule 4.5 under the Commodity Exchange Act
          and,  in  accordance with Rule 4.5, will  use
          futures  or  options on futures  transactions
          solely  for  bona  fide hedging  transactions
          (within the meaning of the Commodity Exchange
          Act),  provided, however, that the Fund  may,
          in    addition    to   bona   fide    hedging
          transactions,  use  futures  and  options  on
          futures transactions if the aggregate initial
          margin  and  premiums required  to  establish
          such positions, less the amount by which  any
          such  options  positions  are  in  the  money
          (within the meaning of the Commodity Exchange
          Act),  do  not  exceed 5% of the  Fund's  net
          assets.

     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.

<PAGE>

     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.

Implementation Of Investment Objective

     The    following   information   supplements   the
discussion   of   the  Funds'  investment   objectives,
policies,  and  techniques that are  described  in  the
Prospectus.

Illiquid Securities

     The Funds may invest in illiquid securities (i.e.,
securities  that  are  not  readily  marketable).   For
purposes   of  this  restriction,  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  of 1933, as amended  (the  "Securities
Act"),  and  repurchase agreements with  maturities  in
excess of seven days.  However, none of the Funds  will
acquire  illiquid  securities if,  as  a  result,  such
securities would comprise more than 15% of the value of
the  Fund's  net  assets.  The  Growth  Fund  does  not
currently  intend to invest more than  5%  of  its  net
assets  in  illiquid securities.  Rule 144A  securities
will be treated as illiquid securities, subject to  the
liquidity  guidelines.  The Board of Directors  or  its
delegate  has  the ultimate authority to determine,  to
the  extent  permissible under the  federal  securities
laws,  which  securities  are liquid  or  illiquid  for
purposes   of  this  15%  limitation.   The  Board   of
Directors  has  delegated  to  each  Fund's  respective
subadviser   the   day-to-day  determination   of   the
liquidity  of  any security, although it  has  retained
oversight   and   ultimate  responsibility   for   such
determinations.    Although  no  definitive   liquidity
criteria  are used, the Board of Directors has directed
each  subadviser  to look to such factors  as  (i)  the
nature  of  the  market for a security  (including  the
institutional private resale market), (ii) the terms of
certain  securities or other instruments  allowing  for
the  disposition to a third party or the issuer thereof
(e.g.,   certain  repurchase  obligations  and   demand
instruments),   (iii)   the  availability   of   market
quotations  (e.g., for securities quoted in the  PORTAL
system) and (iv) other permissible relevant factors.

     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, a 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 by the Board of Directors.  If, through
the   appreciation  of  restricted  securities  or  the
depreciation  of  unrestricted securities,  the  Growth
Fund should be in a position where more than 5% of  the
value  of  its  net  assets are  invested  in  illiquid
securities  and  the  Total  Return  Bond   Fund,   the
Opportunity  Fund,  the Emerging Growth  Fund  and  the
Investment  Grade  Bond Fund should be  in  a  position
where  more  than 15% of the value of their  respective
net   assets   are  invested  in  illiquid  securities,
including  restricted securities which are not  readily
marketable, the affected Fund will take such  steps  as
is deemed advisable, if any, to protect liquidity.

Short-Term Fixed Income Securities

     The  Total  Return Bond Fund and Investment  Grade
Bond  Fund  may invest without limitation in  cash  and
short-term  fixed income securities.   The  Opportunity
Fund  may invest up to 20% of its total assets in  cash
and  short-term fixed income securities for any purpose
and  up to 100% of its total assets may be invested  in
such instruments for temporary defensive purposes.  The
Growth Fund and the Emerging Growth Fund intend  to  be
fully  invested at all times and accordingly will  only
hold cash or short-term fixed income securities to meet
anticipated redemption requests, pending investment and
to  pay expenses which, in any case, generally will not
exceed  20% of total assets with respect to the  Growth
Fund  and  15%  of  total assets with  respect  to  the
Emerging Growth Fund.  The Growth Fund and the Emerging
Growth  Fund may, however, temporarily exceed this  20%
or  15%  limitation, as the case may be,  but  only  in
circumstances  pending investment and  only  for  short
periods  of  time.  Short-term fixed income  securities
are   defined   to  include  without  limitation,   the
following:

     1. U.S.  government  securities, including  bills,
        notes  and  bonds differing as to maturity  and
        rates  of interest, which are either issued  or
        guaranteed  by  the U.S. Treasury  or  by  U.S.
        government   agencies   or   instrumentalities.
        U.S.   government  agency  securities   include
        securities issued by:  (a) the Federal  Housing
        Administration,  Farmers  Home  Administration,
        Export-Import Bank of the United States,  Small
        Business   Administration  and  the  Government
        National     Mortgage    Association,     whose
        securities
<PAGE>

        are   supported   by   the  full   faith    and
        credit  of  the United States; (b) the  Federal
        Home  Loan  Banks, Federal Intermediate  Credit
        Banks   and  the  Tennessee  Valley  Authority,
        whose securities are supported by the right  of
        the  agency  to borrow from the U.S.  Treasury;
        (c)  the Federal National Mortgage Association,
        whose   securities   are   supported   by   the
        discretionary authority of the U.S.  government
        to  purchase certain obligations of the  agency
        or  instrumentality; and (d) the  Student  Loan
        Marketing  Association,  whose  securities  are
        supported only by its credit.  While  the  U.S.
        government provides financial support  to  such
        U.S.    government-sponsored    agencies     or
        instrumentalities, no assurance  can  be  given
        that  it always will do so since it is  not  so
        obligated  by  law.  The U.S.  government,  its
        agencies   and   instrumentalities    do    not
        guarantee  the market value of their securities
        and  consequently the value of such  securities
        may fluctuate.

     2. Certificates  of Deposit issued  against  funds
        deposited  in  a  bank  or  savings  and   loan
        association.   Such  certificates  are  for   a
        definite period of time, earn a specified  rate
        of  return and are normally negotiable. If such
        certificates  of  deposit  are  non-negotiable,
        they  will  be  considered illiquid  securities
        and  be  subject to each Fund's restriction  on
        investments  in illiquid securities.   Pursuant
        to  the  certificate  of  deposit,  the  issuer
        agrees   to  pay  the  amount  deposited   plus
        interest  to  the bearer of the certificate  on
        the  date  specified  thereon.   Under  current
        Federal     Deposit    Insurance    Corporation
        regulations, the maximum insurance  payable  as
        to  any one certificate of deposit is $100,000;
        therefore,  certificates of  deposit  purchased
        by a Fund may not be fully insured.

     3. Bankers'   acceptances  which  are   short-term
        credit  instruments used to finance  commercial
        transactions.   Generally, an acceptance  is  a
        time  draft  drawn on a bank by an exporter  or
        an  importer to obtain a stated amount of funds
        to  pay for specific merchandise.  The draft is
        then  "accepted"  by a bank  that,  in  effect,
        unconditionally  guarantees  to  pay  the  face
        value  of the instrument on its maturity  date.
        The   acceptance  may  then  be  held  by   the
        accepting  bank as an asset or it may  be  sold
        in  the  secondary market at the going rate  of
        interest for a specific maturity.

     4. Repurchase  agreements which involve  purchases
        of  debt securities.  In such an action, at the
        time   a   Fund  purchases  the  security,   it
        simultaneously agrees to resell  and  redeliver
        the   security   to   the  seller,   who   also
        simultaneously agrees to buy back the  security
        at  a  fixed  price and time.  This  assures  a
        predetermined  yield for the  Fund  during  its
        holding  period  since  the  resale  price   is
        always  greater  than the  purchase  price  and
        reflects  an  agreed-upon  market  rate.   Such
        actions  afford an opportunity for the Fund  to
        invest  temporarily available cash.  The  Funds
        may  enter into repurchase agreements only with
        respect  to obligations of the U.S. government,
        its      agencies     or     instrumentalities,
        certificates    of    deposit,    or    bankers
        acceptances  in  which the  Funds  may  invest.
        Repurchase  agreements may be considered  loans
        to    the   seller,   collateralized   by   the
        underlying securities.  The risk to  the  Funds
        is  limited to the ability of the seller to pay
        the  agreed-upon  sum on the  repurchase  date.
        In   the   event  of  default,  the  repurchase
        agreement  provides that the affected  Fund  is
        entitled  to  sell  the underlying  collateral.
        However,   if  the  value  of  the   collateral
        declines  after the agreement is entered  into,
        and  if  the seller defaults under a repurchase
        agreement  when  the value  of  the  underlying
        collateral  is less than the repurchase  price,
        the  Fund  could incur a loss of both principal
        and  interest.  Each Fund's subadviser monitors
        the  value  of the collateral at the  time  the
        transaction  is entered into and at  all  times
        during  the  term of the repurchase  agreement.
        The   subadviser  does  so  in  an  effort   to
        determine  that  the value  of  the  collateral
        always   equals  or  exceeds  the   agreed-upon
        repurchase  price to be paid to the  Fund.   If
        the  seller  were to be subject  to  a  federal
        bankruptcy proceeding, the ability  of  a  Fund
        to  liquidate the collateral could  be  delayed
        or  impaired  because of certain provisions  of
        the bankruptcy laws.

     5. Bank  time deposits, which are monies  kept  on
        deposit   with  banks  or  savings   and   loan
        associations for a stated period of time  at  a
        fixed   rate   of  interest.   There   may   be
        penalties  for  the  early withdrawal  of  such
        time  deposits,  in which case  the  yields  of
        these investments will be reduced.

     6. Commercial   paper   consists   of   short-term
        unsecured promissory notes, including  variable
        rate    master   demand   notes    issued    by
        corporations    to   finance   their    current
        operations.   Master demand  notes  are  direct
        lending  arrangements  between  a  Fund  and  a
        corporation.  There is no secondary market  for
        the  notes.   However, they are  redeemable  by
        the  Funds at any time.  Each Fund's subadviser
        will  consider the financial condition  of  the
        corporation  (e.g., earning  power,  cash  flow
        and  liquidity  ratios) and  will  continuously
        monitor  the corporation's ability to meet  all
        of  its financial obligations, because a Fund's
        liquidity  might be impaired if the corporation
        were  unable  to pay principal and interest  on
        demand.   Investments in commercial paper  will
        be  limited  to commercial paper rated  in  the
        two highest categories

<PAGE>

        by a major rating agency or  unrated commercial
        paper which is, in the  opinion  of   Frontegra
        Asset Management, Inc. (the  "Adviser")  or   a
        subadviser, of comparable quality.

     Short-term fixed income securities must  be  rated
at  least A or higher by S&P, Moody's Investors Service
("Moody's") or Fitch Investors Service, Inc.  ("Fitch")
or  A- or higher by Duff & Phelps, Inc. ("D&P").  These
securities (each of which has a stated maturity of  one
year or less from the date of purchase unless otherwise
indicated)   include:    U.S.  government   securities,
including  bills,  notes  and bonds,  differing  as  to
maturity and rate of interest, which are either  issued
or   guaranteed  by  the  U.S.  Treasury  or  by   U.S.
governmental     agencies     or     instrumentalities;
certificates of deposit issued against funds  deposited
in  a  U.S. bank or savings and loan association;  bank
time  deposits, which are monies kept on  deposit  with
U.S.  banks  or  savings and loan  associations  for  a
stated  period  of  time at a fixed rate  of  interest;
bankers'   acceptances  which  are  short-term   credit
instruments  used  to finance commercial  transactions;
commercial  paper  and commercial  paper  master  notes
(which  are demand instruments without a fixed maturity
bearing  interest  at rates which are  fixed  to  known
lending  rates  and  automatically adjusted  when  such
lending  rates  change) rated A-1  or  better  by  S&P,
Prime-1 or better by Moody's, Duff 2 or higher by  D&P,
or Fitch 2 or higher by Fitch; or repurchase agreements
entered  into only with respect to obligations  of  the
U.S.  government,  its  agencies or  instrumentalities.
The  Funds may also invest in the short-term investment
funds of their custodial bank.

Short Sales Against the Box

     When the Adviser or a subadviser believes that the
price of a particular security held by the Total Return
Bond, the Investment Grade Bond, the Growth or Emerging
Growth  Funds  may  decline, it may make  "short  sales
against  the box" to hedge the unrealized gain on  such
security.   Selling  short  against  the  box  involves
selling a security which the Fund owns for delivery  at
a specified date in the future.  The Total Return Bond,
Investment Grade Bond, Growth and Emerging Growth Funds
will  limit  their transactions in short sales  against
the box to 5% of their respective net assets.

Variable- or Floating-Rate Securities

     The  Total  Return  Bond Fund and  the  Investment
Grade Bond Fund may invest in securities which offer  a
variable-  or floating-rate of interest.  Variable-rate
securities provide for automatic establishment of a new
interest rate at fixed intervals (e.g., daily, monthly,
semi-annually,    etc.).    Floating-rate    securities
generally  provide  for  automatic  adjustment  of  the
interest  rate  whenever some specified  interest  rate
index  changes.   The  interest rate  on  variable-  or
floating-rate  securities is ordinarily  determined  by
reference to or is a percentage of a bank's prime rate,
the  90-day U.S. Treasury bill rate, the rate of return
on commercial paper or bank certificates of deposit, an
index  of  short-term  interest rates,  or  some  other
objective measure.

     Variable-  or floating-rate securities  frequently
include  a demand feature entitling the holder to  sell
the  securities to the issuer at par.  In  many  cases,
the  demand  feature can be exercised at  any  time  on
seven  days' notice; in other cases, the demand feature
is  exercisable  at any time on 30 days  notice  or  on
similar notice at intervals of not more than one  year.
Some  securities which do not have variable or floating
interest  rates  may be accompanied by  puts  producing
similar   results  and  price  characteristics.    When
considering the maturity of any instrument which may be
sold  or  put to the issuer or a third party, the  Fund
may  consider that instrument's maturity to be  shorter
than its stated maturity.

     Variable-rate  demand notes include master  demand
notes  which  are obligations that permit the  Fund  to
invest  fluctuating  amounts, which  may  change  daily
without   penalty,  pursuant  to  direct   arrangements
between  the  Fund, as lender, and the  borrower.   The
interest  rates on these notes fluctuate from  time  to
time.   The issuer of such obligations normally  has  a
corresponding right, after a given period, to prepay in
its  discretion the outstanding principal amount of the
obligations  plus  accrued interest  upon  a  specified
number   of  days'  notice  to  the  holders  of   such
obligations.   The  interest rate  on  a  floating-rate
demand  obligation  is based on a known  lending  rate,
such   as   a  bank's  prime  rate,  and  is   adjusted
automatically  each time such rate  is  adjusted.   The
interest  rate on a variable-rate demand obligation  is
adjusted    automatically   at   specified   intervals.
Frequently, such obligations are secured by letters  of
credit or other credit support arrangements provided by
banks.  Because  these obligations are  direct  lending
arrangements between the lender and borrower, it is not
contemplated  that such instruments will  generally  be
traded. There generally is not an established secondary
market   for  these  obligations,  although  they   are
redeemable  at  face value.  Accordingly,  where  these
obligations  are not secured by letters  of  credit  or
other credit support arrangements, the Fund's right  to
redeem  is dependent on the ability of the borrower  to
pay principal and interest on demand.

<PAGE>

     The  Total  Return  Bond Fund and  the  Investment
Grade  Bond Fund will not invest more than 15% of their
respective  net  assets in variable- and  floating-rate
demand  obligations that are not readily marketable  (a
variable- or floating-rate demand obligation  that  may
be  disposed of on not more than seven days notice will
be deemed readily marketable and will not be subject to
this  limitation).   In  addition,  each  variable-  or
floating-rate  obligation must meet the credit  quality
requirements applicable to all of a Fund's  investments
at the time of purchase.  When determining whether such
an   obligation   meets  each  Fund's  credit   quality
requirements,  the Fund may look to the credit  quality
of the financial guarantor providing a letter of credit
or other credit support arrangement.

     In  determining  its  weighted  average  portfolio
maturity,  each  Fund  will  consider  a  floating   or
variable rate security to have a maturity equal to  its
stated  maturity (or redemption date  if  it  has  been
called for redemption), except that it may consider (i)
variable  rate securities to have a maturity  equal  to
the period remaining until the next readjustment in the
interest rate, unless subject to a demand feature, (ii)
variable rate securities subject to a demand feature to
have  a  remaining maturity equal to the longer of  (a)
the  next readjustment in the interest rate or (b)  the
period  remaining until the principal can be  recovered
through  demand,  and  (iii) floating  rate  securities
subject to a demand feature to have a maturity equal to
the  period  remaining  until  the  principal  can   be
recovered  through demand. Variable and  floating  rate
securities  generally  are subject  to  less  principal
fluctuation  than  securities without these  attributes
since the securities usually trade at par following the
readjustment in the interest rate.

When-Issued Securities

     The  Total  Return  Bond Fund and  the  Investment
Grade   Bond  Fund  may  from  time  to  time  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,  the  settlement  date  occurs
within  45  days  of the purchase.  During  the  period
between the purchase and settlement, no payment is made
by the Fund to the issuer and no interest is accrued on
debt  securities or dividend income is earned on equity
securities.  When-issued securities involve a  risk  of
loss  if  the  value of the security  to  be  purchased
declines  prior  to the settlement date.   While  when-
issued  securities may be sold prior to the  settlement
date,  each  Fund  intends to purchase such  securities
with  the purpose of actually acquiring them.   At  the
time a Fund makes the commitment to purchase a security
on  a when-issued basis, it will record the transaction
and  reflect  the value of the security in  determining
its net asset value.  The Funds do not believe that net
asset value will be adversely affected by purchases  of
securities on a when-issued basis.

     The  Funds  will  maintain cash,  U.S.  government
securities  and  liquid securities equal  in  value  to
commitments    for   when-issued   securities.     Such
segregated  securities  either  will  mature   or,   if
necessary,  be  sold on or before the settlement  date.
When  the time comes to pay for when-issued securities,
each Fund will meet its obligations from then available
cash  flow, sale of the securities held in the separate
account, described above, sale of other securities  or,
although  it would not normally expect to do  so,  from
the  sale  of  the  when-issued  securities  themselves
(which  may have a market value greater or less than  a
Fund's payment obligation).

Investment Grade Debt Obligations

     Investment  grade debt obligations  include:   (i)
U.S. government securities; (ii) commercial paper rated
in  one  of the three highest rating categories  (e.g.,
A-2 or higher by S&P); (iii) short-term notes rated  in
one  of the three highest rating categories (e.g., SP-2
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.

Non-Investment Grade Debt Securities (Junk Bonds)

     The Total Return Bond Fund may invest up to 25% of
its net assets in junk bonds.  While generally offering
higher  yields  than investment grade  securities  with
similar    maturities,   non-investment   grade    debt
securities   involve  greater  risks,   including   the
possibility  of  default  or  bankruptcy.    They   are
regarded  as predominantly speculative with respect  to
the   issuer's  capacity  to  pay  interest  and  repay
principal.    The   special  risk   considerations   in
connection  with  investments in these  securities  are
discussed  below.   Refer  to  the  Appendix  of   this
Statement of Additional Information for a discussion of
securities ratings.

<PAGE>

     Effect  of  Interest Rates and  Economic  Changes.
The  junk bond market is relatively new and its  growth
has paralleled a long economic expansion.  As a result,
it  is  not  clear  how  this market  may  withstand  a
prolonged  recession  or economic  downturn.   Such  an
economic downturn could severely disrupt the market for
and adversely affect the value of such securities.

     All    interest-bearing    securities    typically
experience appreciation when interest rates decline and
depreciation  when  interest rates  rise.   The  market
values   of  junk  bond  securities  tend  to   reflect
individual  corporate developments to a greater  extent
than  do higher rated securities, which react primarily
to fluctuations in the general level of interest rates.
Junk bond securities also tend to be more sensitive  to
economic  conditions than are higher-rated  securities.
As  a  result, they generally involve more credit risks
than securities in the higher-rated categories.  During
an  economic downturn or a sustained period  of  rising
interest  rates, highly leveraged issuers of junk  bond
securities may experience financial stress and may  not
have   sufficient  revenues  to  meet   their   payment
obligations.   The risk of loss due to  default  by  an
issuer  of  these  securities is significantly  greater
than  issuers  of higher-rated securities because  such
securities  are  generally  unsecured  and  are   often
subordinated  to  other  creditors.   Further,  if  the
issuer of a junk bond security defaulted, a Fund  might
incur additional expenses to seek recovery.  Periods of
economic  uncertainty and changes would also  generally
result in increased volatility in the market prices  of
these  securities  and  thus in the  Fund's  net  asset
value.

     Payment   Expectations.   Junk   bond   securities
typically   contain  redemption,  call  or   prepayment
provisions  which permit the issuer of such  securities
containing such provisions to redeem the securities  at
its  discretion.   During periods of  falling  interest
rates, issuers of these securities are likely to redeem
or  prepay the securities and refinance them with  debt
securities  with a lower interest rate.  To the  extent
an  issuer  is  able  to refinance the  securities,  or
otherwise redeem them, the Fund may have to replace the
securities with a lower yielding security, which  could
result in a lower return for the Fund.

     Credit  Ratings.  Credit ratings issued by credit-
rating  agencies evaluate the safety of  principal  and
interest  payments of rated securities.  They  do  not,
however,  evaluate the market value risk of  junk  bond
securities  and,  therefore may not fully  reflect  the
true  risks  of  an  investment.  In  addition,  credit
rating agencies may or may not make timely changes in a
rating  to  reflect changes in the economy  or  in  the
condition of the issuer that affect the market value of
the  security.  Consequently, credit ratings  are  used
only  as a preliminary indicator of investment quality.
Investments  in  junk  bond  securities  will  be  more
dependent  on  the  subadviser's credit  analysis  than
would  be the case with investments in investment-grade
debt securities.  The subadviser employs its own credit
research  and  analysis,  which  includes  a  study  of
existing  debt, capital structure, ability  to  service
debt and to pay dividends, the issuer's sensitivity  to
economic  conditions,  its operating  history  and  the
current  trend of earnings.  The subadviser continually
monitors the Fund's investments and carefully evaluates
whether to dispose of or to retain junk bond securities
whose  credit  ratings  or  credit  quality  may   have
changed.

     Liquidity  and  Valuation.   The  Fund  may   have
difficulty  disposing of certain junk  bond  securities
because  there  may be a thin trading market  for  such
securities.   Because not all dealers maintain  markets
in  all  junk  bond securities there is no  established
retail  secondary market for many of these  securities.
The Fund anticipates that such securities could be sold
only  to  a  limited number of dealers or institutional
investors.   To  the extent a secondary trading  market
does  exist,  it  is generally not  as  liquid  as  the
secondary market for higher-rated securities.  The lack
of a liquid secondary market may have an adverse impact
on  the  market price of the security.  The lack  of  a
liquid secondary market for certain securities may also
make  it more difficult for the Fund to obtain accurate
market  quotations  for purposes of valuing  the  Fund.
Market quotations are generally available on many  junk
bond  issues only from a limited number of dealers  and
may not necessarily represent firm bids of such dealers
or  prices  for actual sales.  During periods  of  thin
trading,  the  spread between bid and asked  prices  is
likely to increase significantly.  In addition, adverse
publicity  and  investor perceptions,  whether  or  not
based  on fundamental analysis, may decrease the values
and liquidity of junk bond securities, especially in  a
thinly traded market.

Debt Obligations-General

     The  debt  obligations that the Total Return  Bond
Fund  and the Investment Grade Bond Fund may invest  in
include:   (i)  corporate  debt  securities,  including
bonds,  debentures, and notes; (ii)  bank  obligations,
such  as  certificates of deposit, banker's acceptances
and  time  deposits  of  domestic  and  foreign  banks,
domestic  savings  associations and their  subsidiaries
and  branches  (in  amounts in excess  of  the  current
$100,000 per account insurance coverage provided by the
Federal    Deposit   Insurance   Corporation);    (iii)
commercial  paper  (including  variable-amount   master
demand

<PAGE>

notes);   (iv)  repurchase   agreements;    (v)    loan
interests;  (vi)  foreign debt  obligations  issued  by
foreign issuers traded either in foreign markets or  in
domestic  markets  through depositary  receipts;  (vii)
convertible  securities - 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;  (viii) preferred stocks - 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; (ix) U.S. government
securities;     (x)     mortgage-backed     securities,
collateralized   mortgage   obligations   and   similar
securities; and (xi) municipal obligations.

Corporate Debt Securities

     The  Total  Return  Bond Fund and  the  Investment
Grade   Bond   Fund  may  invest  in   corporate   debt
securities.    Corporate   debt   securities    include
investment  grade  and non-investment  grade  corporate
bonds,  debentures, notes and other  similar  corporate
debt  instruments,  including  convertible  securities.
Corporate debt securities may be acquired with warrants
attached.   Income producing corporate debt  securities
may  also  include  forms  of preferred  or  preference
stock.   The  rate  of  interest on  a  corporate  debt
security  may be fixed, floating or variable,  and  may
vary  inversely with respect to a reference rate.   See
"Variable and Floating Rate Securities" above.

Mortgage- and Other Asset-Backed Securities

     The  Total  Return  Bond Fund and  the  Investment
Grade Bond Fund may invest in mortgage- and other asset-
backed    securities.     Mortgage-backed    securities
represent direct or indirect participation in,  or  are
secured by and payable from, mortgage loans secured  by
real property, and include single- and multi-class pass-
through    securities   and   collateralized   mortgage
obligations.    Such  securities  may  be   issued   or
guaranteed    by    U.S.   government    agencies    or
instrumentalities  or  by  private  issuers,  generally
originators   in  mortgage  loans,  including   savings
associations,   mortgage  bankers,  commercial   banks,
investment   bankers  and  special   purpose   entities
(collectively,   "private  lenders").   Mortgage-backed
securities  issued by private lenders may be  supported
by  pools  of  mortgage loans or other  mortgage-backed
securities  that are directly or indirectly  guaranteed
by  the  U.S.  government or one  of  its  agencies  or
instrumentalities,  or they may be issued  without  any
governmental  guarantee  of  the  underlying   mortgage
assets  but  with some form of non-governmental  credit
enhancement.

     Asset-backed     securities    have     structural
characteristics similar to mortgage-backed  securities.
However,  the  underlying  assets  are  not  first-lien
mortgage  loans  or interests therein.   Instead,  they
include assets such as motor vehicle installment  sales
contracts,  installment  loan  contracts,  home  equity
loans,   leases  of  various  types  of  property   and
receivables from credit card issuers or other revolving
credit  arrangements.   Payments  or  distributions  of
principal  and interest on asset-backed securities  may
be  supported  by non-governmental credit  enhancements
similar  to those utilized in connection with mortgage-
backed securities.

     The  yield characteristics of mortgage- and asset-
backed securities differ from those of traditional debt
obligations.  Among the principal differences are  that
interest   and   principal  payments  are   made   more
frequently  on  mortgage- and asset-backed  securities,
usually  monthly, and that principal may be prepaid  at
any time because the underlying mortgage loans or other
assets  generally may be prepaid at  any  time.   As  a
result,  if  a  Fund purchases these  securities  at  a
premium, a prepayment rate that is faster than expected
will  reduce yield to maturity, while a prepayment rate
that  is  slower than expected will have  the  opposite
effect   of   increasing   the   yield   to   maturity.
Conversely, if a Fund purchases these securities  at  a
discount,  a  prepayment  rate  that  is  faster   than
expected  will  increase yield  to  maturity,  while  a
prepayment  rate  that  is slower  than  expected  will
reduce  yield to maturity.  Accelerated prepayments  on
securities purchased by a Fund at a premium also impose
a risk of loss of principal because the premium may not
have been fully amortized at the time the principal  is
prepaid  in  full.   The  market for  privately  issued
mortgage-  and asset-backed securities is  smaller  and
less  liquid  than the market for government  sponsored
mortgage-backed securities.

     Each  Fund  may  invest in stripped  mortgage-  or
asset-backed   securities   which   receive   differing
proportions of the interest and principal payments from
the  underlying  assets.   The  market  value  of  such
securities  generally is more sensitive to  changes  in
prepayment  and interest rates than is  the  case  with
traditional mortgage- and asset-backed securities,  and
in  some  cases  the  market  value  may  be  extremely
volatile.  With respect to certain stripped securities,
such  as  interest only and principal only  classes,  a
rate  of  prepayment  that is  faster  or  slower  than
anticipated may result in a Fund failing to recover all
or  a  portion  of  its  investment,  even  though  the
securities are rated investment grade.

<PAGE>

Loan Interests

     The  Total  Return  Bond Fund and  the  Investment
Grade   Bond  Fund  may  invest  its  assets  in   loan
interests,  which are interests in amounts  owed  by  a
corporate, governmental or other borrower to lenders or
lending syndicates.  Loan interests purchased by a Fund
may  have a maturity of any number of days or years and
may be secured or unsecured.  Loan interests, which may
take  the  form  of  interests in, assignments  of,  or
novations  of  a loan, may be acquired  from  U.S.  and
foreign  banks, insurance companies, finance  companies
or other financial institutions that have made loans or
are  members of a lending syndicate or from the holders
of  loan interests.  Loan interests involve the risk of
loss  in  the  case  of default or  bankruptcy  of  the
borrower  and, in the case of participation  interests,
involve a risk of insolvency of the agent lending  bank
or  other  financial intermediary.  Loan interests  are
not  rated  by  any  nationally recognized  statistical
rating  organization, and are, at present, not  readily
marketable   and   may   be  subject   to   contractual
restrictions on resale.

Zero-Coupon, Step-Coupon and Pay-In-Kind Securities

     The  Total  Return  Bond Fund and  the  Investment
Grade  Bond Fund may invest in zero-coupon, step-coupon
and  pay-in-kind securities.  These securities are debt
securities  that  do  not make  regular  cash  interest
payments.   Zero-coupon and step-coupon securities  are
sold  at  a deep discount to their face value.  Pay-in-
kind  securities pay interest through the  issuance  of
additional securities.  Because these securities do not
pay  current  cash income, their price can be  volatile
when interest rates fluctuate.  Federal income tax  law
requires  the  holders of zero-coupon, step-coupon  and
pay-in-kind securities to include in income  each  year
the  portion of the original issue discount (or  deemed
discount)  and other non-cash income on such securities
accrued  during  that year.  In order  to  qualify  for
treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"),
and  avoid  excise  tax,  a Fund  may  be  required  to
distribute  a  portion  of such  discount  and  may  be
required  to  dispose  of  other  portfolio  securities
(which  may occur in periods of adverse market  prices)
in  order  to  generate cash to meet these distribution
requirements.

Reverse Repurchase Agreements and Mortgage Dollar Rolls

     The  Total  Return  Bond Fund and  the  Investment
Grade  Bond  Fund  may  engage  in  reverse  repurchase
agreements   to  facilitate  portfolio   liquidity   (a
practice  common  in the mutual fund industry)  or  for
arbitrage   transactions.   In  a  reverse   repurchase
agreement, a Fund would sell a security and enter  into
an  agreement  to repurchase the security at  specified
future date and price.  Each Fund generally retains the
right  to  interest  and  principal  payments  on   the
security.   Since  a Fund receives cash  upon  entering
into   a  reverse  repurchase  agreement,  it  may   be
considered  a  borrowing and therefore,  subject  to  a
Fund's   fundamental  investment  restrictions.    When
required  by SEC guidelines, each Fund will  set  aside
permissible  liquid assets in a segregated  account  to
secure its obligation to repurchase the security.

     The  Funds  also  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.  When required  by
SEC  guidelines,  a  Fund will  set  aside  permissible
liquid  assets  in a segregated account to  secure  its
obligation for the forward commitment to buy  mortgage-
backed  securities.  Mortgage dollar roll  transactions
may be considered a borrowing by a Fund.

     The  reverse  repurchase agreements  and  mortgage
dollar  rolls entered into by each Fund may be used  as
arbitrage transactions in which a Fund will maintain an
offsetting   position   in   investment   grade    debt
obligations or repurchase agreements that mature on  or
before  the  settlement date of  the  related  mortgage
dollar  roll or reverse repurchase agreement.  Since  a
Fund  will  receive  interest  on  the  securities   or
repurchase   agreements  in  which   it   invests   the
transaction  proceeds,  the  transactions  may  involve
leverage.

Foreign Securities and Currencies

     The  Total  Return Bond, Opportunity,  Growth  and
Emerging  Growth Funds may invest directly  in  foreign
securities.   Investments  in  securities  of   foreign
issuers  involve  risks which are in  addition  to  the
usual  risks inherent in domestic investment.  In  many
countries  there is less publicly available information
about  issuers  than is available in

<PAGE>

the reports andratings 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.   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.

     Because most foreign securities are denominated in
non-U.S.  currencies, the investment performance  of  a
Fund  could be affected by changes in foreign  currency
exchange  rates to some extent.  The value of a  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.

     In  addition,  the Total Return Bond, Opportunity,
Growth and Emerging Growth Funds 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.

Hedging Strategies

     General  Description of Hedging  Strategies.   The
Funds  may  engage  in  hedging  activities,  including
options,  futures contracts (sometimes referred  to  as
"futures") and options on futures contracts to  attempt
to hedge a Fund's holdings.

     Hedging  instruments on securities  generally  are
used  to  hedge against price movements in one or  more
particular  securities positions that a  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 a Fund has invested or expects to invest.  The
use  of  hedging instruments is subject  to  applicable
regulations  of the Securities and Exchange  Commission
(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, a Fund's  ability
to  use  hedging  instruments will be  limited  by  tax
considerations.

     General   Limitations  on  Futures   and   Options
Transactions.   The  Company  has  filed  a  notice  of
eligibility  for exclusion from the definition  of  the
term  "commodity pool operator" with the CFTC  and  the
National Futures Association, which regulate trading in
the  futures markets.  Pursuant to Section 4.5  of  the
regulations  under  the  Commodity  Exchange  Act  (the
"CEA"),  the  notice  of  eligibility  for  the   Funds
includes  the  representation that the Funds  will  use
futures  contracts and related options solely for  bona
fide  hedging  purposes  within  the  meaning  of  CFTC
regulations,  provided that the Funds  may  hold  other
positions in futures contracts and related options that
do  not fall within the definition of bona fide hedging
transactions   (i.e.,  for  speculative  purposes)   if
aggregate initial margins and premiums paid,  less  the
amount  by which any such option positions are  in  the
money (within the meaning of the CEA), do not exceed 5%
of  the  net asset value of the respective  Funds.   In
addition,  none  of the Funds will enter  into  futures
contracts and options transactions if more than 50%  of
its net assets would be committed to such instruments.

     The  foregoing  limitations  are  not  fundamental
policies  of  the  Funds  and may  be  changed  without
shareholder  approval  as regulatory  agencies  permit.
Various  exchanges  and  regulatory  authorities   have
undertaken  reviews of options and futures  trading  in
light of market volatility.  Among the possible actions
that have been presented are proposals to adopt new  or
more  stringent  daily  price  fluctuation  limits  for
futures  and  options  transactions  and  proposals  to
increase  the margin requirements for various types  of
futures transactions.

     Asset  Coverage for Futures and Options Positions.
Each  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 and, if the guidelines so require,  will  set
aside cash and/or other permissible liquid assets in  a
segregated  custodial

<PAGE>

account in the amount prescribed.  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.  Each 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 options
and  call  options on various stock indexes.   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 Standard & Poor's 500 or  the
Value  Line Composite Index or a narrower market index,
such as the Standard & Poor's 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,  the  American Stock  Exchange,  the  Pacific
Stock Exchange, and the Philadelphia Stock Exchange.

     A  Fund's use of stock index options is subject to
certain  risks.  Successful use by the Funds of options
on  stock indexes will be subject to the ability of the
subadviser 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,  a  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 a Fund.   Inasmuch
as   a   Fund's  securities  will  not  duplicate   the
components  of an index, the correlation  will  not  be
perfect.   Consequently, each 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 a 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  a  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  a  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 a 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.
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 Funds.

     Federal Tax Treatment of Options.  Certain  option
transactions  have special tax results for  the  Funds.
Expiration  of  a call option written by  a  Fund  will
result  in short-term capital gain.  If the call option
is exercised, the Fund will realize a gain or loss from
the  sale of the security covering the call option and,
in  determining  such gain or loss, the option  premium
will be included in the proceeds of the sale.

<PAGE>

     If  a  Fund  writes options other than  "qualified
covered  call options," as defined in Section  1092  of
the Code, or purchases puts, any losses on such options
transactions,  to  the extent they do  not  exceed  the
unrealized   gains  on  the  securities  covering   the
options,   may  be  subject  to  deferral   until   the
securities covering the options have been sold.

     A  "nonequity  option"  includes  an  option  with
respect  to  any  group of stocks or a stock  index  if
there  is  in  effect a designation by the  CFTC  of  a
contract  market for a contract based on such group  of
stocks  or  indexes.   For example,  options  involving
stock indexes such as the Standard & Poor's 500 and 100
indexes would be "nonequity options" within the meaning
of  Code  Section  1256.  In the case  of  transactions
involving "nonequity options," the Funds will treat any
gain  or  loss arising from the lapse, closing  out  or
exercise  of  such positions as 60% long-term  and  40%
short-term capital gain or loss as required by  Section
1256 of the Code.  In addition, such positions must  be
marked-to-market  as of the last business  day  of  the
year,  and gain or loss must be recognized for  federal
income tax purposes in accordance with the 60%/40% rule
discussed above even though the position has  not  been
terminated.

     Futures  Contracts.   The  Funds  may  enter  into
futures contracts (hereinafter referred to as "Futures"
or  "Futures Contracts"), including index and  interest
rate 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  Funds  or  for  other  purposes
permissible  under  the CEA.  Each 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  Funds
will  not  enter  into  Futures  Contracts  which   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.  An  interest
rate  futures contract provides for the future sale  by
one  party and purchase by another party of a specified
amount  of a specific financial instrument (e.g.,  debt
security)  for a specified price at a designated  date,
time, and place.  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 Funds will be able to enter  into  an
offsetting  transaction with respect  to  a  particular
Futures  Contract at a particular time.  If  the  Funds
are  not  able to enter into an offsetting transaction,
the  Funds 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  each  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  is  intended  to
ensure  the Fund's performance of 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, each Fund will mark  to  market  the
current value of its open Futures Contracts.  The Funds
expect   to  earn  interest  income  on  their   margin
deposits.

     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

<PAGE>

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, a
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 Funds seek to close out a
Futures  position.   The Funds  would  continue  to  be
required to meet margin requirements until the position
is  closed,  possibly resulting in  a  decline  in  the
Funds'  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  Standard &  Poor's  500  Index,  the
Standard & Poor's 100 Index, the NASDAQ 100 Index,  the
Value  Line  Composite Index and  the  New  York  Stock
Exchange Composite Index.

     Options  on Futures.  The Funds may also  purchase
or  write put and call options on Futures Contracts and
enter  into closing transactions with respect  to  such
options  to terminate an existing position.  A  futures
option  gives the holder the right, in return  for  the
premium paid, to assume a long position (call) or short
position  (put)  in a Futures Contract at  a  specified
exercise  price prior to the expiration of the  option.
Upon  exercise of a call option, the holder acquires  a
long position in the Futures Contract and the writer is
assigned the opposite short position.  In the case of a
put option, the opposite is true.  Prior to exercise or
expiration, a futures option may be closed  out  by  an
offsetting purchase or sale of a futures option of  the
same series.

     The Funds may use options on Futures Contracts  in
connection  with hedging strategies.  Generally,  these
strategies would be employed under the same market  and
market sector conditions in which the Funds use put and
call options on securities or indexes.  The purchase of
put  options on Futures Contracts is analogous  to  the
purchase  of  puts on securities or indexes  so  as  to
hedge  the Funds' securities holdings against the  risk
of  declining  market prices.  The writing  of  a  call
option  or the purchasing of a put option on a  Futures
Contract  constitutes a partial hedge against declining
prices  of  the  securities which are deliverable  upon
exercise of the Futures Contract.  If the futures price
at  expiration of a written call option  is  below  the
exercise price, the Fund will retain the full amount of
the  option  premium  which provides  a  partial  hedge
against  any  decline  that may have  occurred  in  the
Fund's  holdings of securities.  If the  futures  price
when  the  option  is exercised is above  the  exercise
price,  however, the Fund will incur a loss, which  may
be  offset, in whole or in part, by the increase in the
value  of  the  securities held by the Fund  that  were
being  hedged.   Writing a put option or  purchasing  a
call  option on a Futures Contract serves as a  partial
hedge   against  an  increase  in  the  value  of   the
securities the Fund intends to acquire.

     Foreign Currency - Related Derivative Strategies -
Special   Considerations.   The  Total   Return   Bond,
Opportunity,  Growth  and  Emerging  Growth  Funds  may
purchase and sell foreign currency on a spot basis, and
may use currency-related derivative instruments such as
options  on  foreign  currencies,  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  Funds 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.   A  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

<PAGE>

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,  a  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.
The  Fund  also  might use currency-related  derivative
instruments  when  a  subadviser  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  a  Fund.   Furthermore, currency-related derivative
instruments may be used for short hedges - for example,
a  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,  a  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 a  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  a
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 Funds 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, a 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  a  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, a 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.

     Settlement  of  transactions  in  currency-related
derivative instruments might be required to take  place
within  the  country  issuing the underlying  currency.
Thus,  a  Fund  might be required  to  accept  or  make
delivery of the underlying

<PAGE>

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 a 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, a 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, a 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.

     Permissible foreign currency options will  include
options  traded primarily in the OTC market.   Although
options  on foreign currencies are traded primarily  in
the  OTC  market, the Funds will normally  purchase  or
sell  OTC options on foreign currency only when  it  is
believed that a liquid secondary market will exist  for
a particular option at any specific time.

     When  required by the SEC guidelines, a Fund  will
set  aside  permissible  liquid  assets  in  segregated
accounts  or  otherwise cover its potential obligations
under currency-related derivative instruments.  To  the
extent a 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 a 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.

     A  Fund's  dealing in currency-related  derivative
instruments   will   generally  be   limited   to   the
transactions  described  above.   However,  the   Funds
reserve  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 a 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.

Foreign Investment Companies

     Some  of the securities in which the Total  Return
Bond,  Opportunity,  Growth and Emerging  Growth  Funds
invest  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,  a
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.

Depositary Receipts

     The  Opportunity, Growth and Emerging Growth Funds
may   invest   in  foreign  securities  by   purchasing
depositary   receipts,  including  American  Depositary
Receipts  ("ADRs")  and  European  Depositary  Receipts
("EDRs")   or   other   securities   convertible   into
securities  or  issuers  based  in  foreign  countries.
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  EDRs,  in  bearer
form,  may be denominated in other currencies  and  are
designed for use in European securities markets.   ADRs
are  receipts typically issued by a U.S. bank or  trust
company   evidencing  ownership   of   the   underlying
securities.   EDRs are European receipts  evidencing  a
similar  arrangement.   For  purposes  of  each  Fund's
investment policies, ADRs and EDRs are deemed  to  have
the  same  classification as the underlying  securities
they  represent.   Thus,  an ADR  or  EDR  representing
ownership  of  common stock will be treated  as  common
stock.

<PAGE>

     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 distribution,
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
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.

Lending of Portfolio Securities

     Each  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  Funds  do   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 Funds 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
Funds 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  Funds  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  a
Fund's interest.

Repurchase Agreements

     The  Funds  may  enter into repurchase  agreements
with   certain  banks  or  non-bank  dealers.    In   a
repurchase  agreement, a 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 subadviser  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.   The
Funds may, under certain circumstances, deem repurchase
agreements collateralized by U.S. government securities
to be investments in U.S. government securities.

Portfolio Turnover

     The  portfolio turnover rate for the Total  Return
Bond  Fund  was 438% for the year ended June 30,  2000,
83% for the period ended June 30, 1999 and 131% for the
year  ended  October  31,  1998.   The  high  portfolio
turnover rate for fiscal 2000 was due primarily  to  an
increase  in  the  Fund's assets, along  with  somewhat
higher  trading due to the increase volatility  in  the
fixed income markets.

<PAGE>

Directors and Officers

     Under the laws of the State of Maryland, the Board
of Directors of the Company is responsible for managing
the  Company's  business and  affairs.   The  Board  of
Directors  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.  Each director  who
is  deemed  an "interested person," as defined  in  the
1940 Act, is indicated by an asterisk.

     *William  D. Forsyth III, Co-President, Treasurer,
     Assistant Secretary and a Director of the Company.

     Mr.  Forsyth, age 36, received his B.S. in Finance
     from  the University of Illinois in 1986  and  his
     M.B.A.  from  the University of Chicago  in  1988.
     Mr. Forsyth has served as Co-President, Treasurer,
     Assistant Secretary and a Director of the  Adviser
     since May 1996.  From July 1993 until the present,
     Mr.  Forsyth  has  also served  as  a  Partner  of
     Frontier  Partners,  Inc., a  consulting/marketing
     firm.   From  April  1987  until  June  1993,  Mr.
     Forsyth  served as a Partner of Brinson  Partners,
     Inc.,  an  investment advisor, and from June  1986
     until April 1987, he served as a product marketing
     representative  of Harris Trust  &  Savings  Bank.
     Mr. Forsyth received his CFA designation in 1991.

     *Thomas J. Holmberg, Jr., Co-President, Secretary,
     Assistant Treasurer and a Director of the Company.

     Mr.  Holmberg,  age  42,  received  his  B.A.   in
     Economics from the College of William and Mary  in
     1980  and  his  M.P.P.M. from Yale  University  in
     1987.   Mr.  Holmberg has served as  Co-President,
     Secretary,  Assistant Treasurer and a Director  of
     the  Adviser since May 1996.  From July 1993 until
     the  present, Mr. Holmberg has also  served  as  a
     Partner    of   Frontier   Partners,    Inc.,    a
     consulting/marketing  firm.   From  February  1989
     until  July 1993, Mr. Holmberg served as a Partner
     of,  and  Account  Manager for, Brinson  Partners,
     Inc., an investment advisor.  From July 1987 until
     January  1989, Mr. Holmberg served as an associate
     in the fixed income sales area of Goldman, Sachs &
     Co.  Mr. Holmberg received his CFA designation  in
     1991.

     David L. Heald, a Director of the Company.

     Mr.  Heald,  age 56, received his B.A. in  English
     from  Denison University in 1966 and his J.D. from
     Vanderbilt University School of Law in 1969.   Mr.
     Heald  has  been  a principal and  a  Director  of
     Consulting Fiduciaries, Inc. ("CFI"), a registered
     investment  adviser, since August  of  1994.   CFI
     provides   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 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.

     The  address  of Mr. Forsyth and Mr.  Holmberg  is
Frontegra  Asset  Management, Inc., 400  Skokie  Blvd.,
Suite  500,  Northbrook, Illinois 60062.   Mr.  Heald's
address  is  400  Skokie Blvd., Suite 260,  Northbrook,
Illinois 60062.

     As  of January 1, 2001, officers and directors  of
the  Company owned [223] shares of common stock of  the
Total  Return  Bond  Fund [(0.01%)],  [196]  shares  of
common  stock of the Opportunity Fund [(0.03%),]  [410]
shares of common stock of the Growth Fund [(0.03%)] and
[29,119] shares of common stock of the Emerging  Growth
Fund [(45.21%)].  Directors and officers of the Company
who   are  also  officers,  directors,  employees,   or
shareholders  of  the  Adviser  do  not   receive   any
remuneration from the Funds for serving as directors or
officers.

<PAGE>

     The  following table provides information relating
to  compensation paid to directors of the  Company  for
their  services as such for the fiscal year ended  June
30, 2000:

Name                     Cash Compensation(1)  Other Compensation    Total

David L. Heald                 $6,250                 $ 0           $6,250

All directors as a group
 (3 persons)                   $6,250                 $ 0           $6,250
______________
(1)  When  the  Company's assets exceed   $500,000,000,
     the  disinterested director will receive   $20,000
     for that  fiscal  year  and each subsequent fiscal
     year.  The  Board intends to hold  four   meetings
     during fiscal 2001.  The Funds do not   anticipate
     having assets that exceed $500,000,000 during such
     time.  The disinterested director may invest   his
     compensation in shares of the Funds.


Code of Ethics

     The  Funds  and Frontegra have adopted a  Code  of
Ethics effective as of October 1, 1996, as amended June
15, 1998 and March 1, 2000 (the "Code of Ethics") under
Rule 17j-1 of the 1940 Act.  The Code of Ethics governs
all  "Access Persons" of the Funds and Frontegra.   The
Code  of  Ethics  is  based  upon  the  principle  that
directors,  officers and employees  of  the  Funds  and
Frontegra  have a fiduciary duty to place the interests
of each Fund's shareholders above their own.

     The term "Access Person" means (1) any director or
officer of the Funds or Frontegra; (2) any employee  of
the  Funds  or  Frontegra or any company in  a  control
relationship  to  the  Funds  or  Frontegra,   who   in
connection with his or her regular functions or duties,
makes,   participates   in,  or   obtains   information
regarding  the  purchase or sale of a security  by  the
Funds,  or whose functions relate to the making of  any
recommendations  with  respect  to  such  purchases  or
sales;   and  (3)  any  natural  person  in  a  control
relationship  to  the  Funds or Frontegra  who  obtains
information  concerning  recommendations  made  to  the
Funds with regard to the purchase or sale of a security
by  the  Funds.  "Access Person" does not  include  any
person  subject to a subadviser's Code  of  Ethics,  as
discussed  below.   The Code of Ethics  permits  Access
Persons  to  buy  or  sell  securities  for  their  own
accounts, including securities that may be purchased or
held  by  the  Funds, subject to certain  restrictions.
The  Code of Ethics requires Access Persons to preclear
most  transactions.   It also requires  Access  Persons
(other  than  independent directors of  the  Funds)  to
report   transactions  to  the  Funds'   administrator,
Firstar  Mutual  Fund Services, LLC.  Moreover,  Access
Persons (other than independent directors of the Funds)
are  required,  on  an annual basis,  to  disclose  all
securities holdings.

     The  Code of Ethics prohibits Access Persons  from
purchasing  or  selling  securities  that   the   Funds
purchased or sold or Frontegra considered purchasing or
selling during the 15-day period immediately before  or
after the Access Person's transaction unless the Access
Person  executes  both the purchase and  sale  of  such
security at the same or lower price as that received by
the  applicable Fund.  The Code of Ethics places  other
limitations on the acquisition of securities by  Access
Persons  (other  than  independent  directors  of   the
Funds),  such as prohibiting the purchase of securities
in  an  initial  public offering  and  restricting  the
purchase of private placement securities.

     Reams   has  adopted  a  Code  of  Ethics  revised
effective  as  of  August  1,  2000  that  governs  all
employees, Managers and Members of Reams (collectively,
"Reams  Employees").  The Code of Ethics permits  Reams
Employees to invest in securities, including securities
that may be purchased or held by the Funds, subject  to
certain restrictions.  The Code of Ethics requires  all
Reams Employees to preclear most transactions.  It also
prohibits  Reams Employees from purchasing  or  selling
any  security within three days of a trade by Reams  in
such  security on behalf of any advisory client, unless
the  transaction is executed at the same or worse price
as  that received by the advisory client.  The Code  of
Ethics  requires Reams Employees to submit initial  and
annual   securities  holdings  reports  and   quarterly
transaction  reports.  The Code of Ethics places  other
limitations on the acquisition of securities  by  Reams
Employees,   such  as  prohibiting  the   purchase   of
securities   in   an   initial  public   offering   and
restricting   the   purchase   of   private   placement
securities.

     Northern has adopted a Code of Ethics effective as
of   January 31, 1998, as amended August 25, 2000, that
governs  all  of  its employees.  The  Code  of  Ethics
permits  employees to invest in securities, subject  to
certain  restrictions.  The Code  of  Ethics  prohibits
employees from purchasing or selling any security  that
is  being actively considered for purchase or  sale  by
Northern  or is being purchased or sold by  any  client
portfolio of Northern.  All employees must preclear all
transactions, and submit initial and annual  securities
holdings reports and quarterly

<PAGE>

transaction reports.  The Code of Ethics places   other
limitations  on  the  acquisition   of   securities  by
employees,   such   as   prohibiting  the  purchase  of
securities   in   an    initial  public  offering   and
restricting  the  purchase  of    private     placement
securities.

     B&H  has adopted a Code of Ethics effective as  of
August  25,  2000 that governs all "Access Persons"  of
B&H.   "Access  Person"  includes  all  directors   and
officers of B&H and all employees who participate in or
obtain  information  regarding purchases  or  sales  of
securities on behalf of advisory clients.  The Code  of
Ethics  permits Access Persons to invest in securities,
including securities that may be purchased or  held  by
the  Funds, subject to certain restrictions.  The  Code
of  Ethics prohibits Access Persons from purchasing  or
selling  any security that B&H purchased on  behalf  of
any  advisory  client or B&H considered  purchasing  or
selling during the two-day period immediately before or
after  the  Access Person's transaction.  The  Code  of
Ethics  requires Access Persons to submit  initial  and
annual   securities  holdings  reports  and   quarterly
transaction  reports.  The Code of Ethics places  other
limitations on the acquisition of securities by  Access
Persons, such as prohibiting the purchase of securities
in  an  initial  public offering  and  restricting  the
purchase of private placement securities.

Principal Shareholders

     As of January 1, 2001, the following persons owned
of  record or are known by the Company to own of record
or beneficially 5% or more of the outstanding shares of
each Fund:

     [need to update]

    Name and Address                    Fund           No. Shares   Percentage

Jerry Branson and Paul         Total Return Bond Fund  542,250.352    18.30%
 Hopkins, Trustees
IBEW Local 461 Pension Fund
1661 Landmark Road
Aurora, Illinois 60506

Rotary International           Total Return Bond Fund  529,824.377    17.88%
1560 Sherman Avenue
Suite FI100
Evanston, Illinois 60201

Retirement Allowance           Total Return Bond Fund  516,798.814    17.44%
Committee of the Green
 Bus Lines Inc.
Employees Retirement Fund
165-25 147th Avenue
Jamaica, New York 11434

Union Planters Bank, Trustee   Total Return Bond Fund  333,830.456    11.26%
BGO Southern Illinois Hospital
1301 Walnut Street
Post Office Box 1389
Murphysboro, IllinoiS 62966-1389

Wendel & Co.                   Total Return Bond Fund  324,411.381    10.95%
Account #200229
c/o The Bank of New York
Mutual Fund Reorg. Dept.
Wall Street
Post Office Box 1066
New York, New York 10268-1066

<PAGE>

    Name and Address                    Fund           No. Shares   Percentage
Bankers Trust Company,         Total Return Bond Fund  216,048.369     7.29%
 Trustee
F/B/O Culver Educational
 Foundation
Mike Bloebaum
MS 7200
648 Grassmere Park Road
Nashville, Tennessee 37211

Wendel & Co.                   Total Return Bond Fund  195,086.386    6.58%
Account #200226
c/o The Bank of New York
Mutual Fund Reorg. Dept.
Post Office Box 1066
New York, New York 10268-1066

First National Bank, Co-       Total Return Bond Fund  155,296.027   5.24%
 Trustee
San Diego County Theatrical
Pension Trust Fund
Post Office Box 84389
San Diego, California 92138-4389

IBEW Local 117 Pension Fund    Opportunity Fund        215,774.516  33.73%
c/o TIC International Corp.
James Schreiber
6525 Centurion Drive
Lansing, Michigan 48917-9275

Culver Educational Foundation  Opportunity Fund        144,695.604  22.62%
1300 Academy Road
Post Office Box 156
Culver, Indiana 46511-1234

David B. McKinney and          Opportunity Fund        112,907.050  17.65%
 Robert Crider, Trustees
Reams  Asset  Management Co., LLC
Employees Profit Sharing Plan
227 Washington Street
Columbus, Indiana 47201-6741

IBEW Local 9 and Line          Opportunity Fund         53,649.275   8.39%
 Clearance Contractors
 Pension Fund
c/o James Gallery
OBA Midwest Ltd.
8160 S. Cass Avenue
Darien, Illinois 60561-5013

G. Segal, H. Silverstone and   Opportunity Fund         42,804.968   6.69%
 B. Schneidewind, Trustees
Euromarkets Designs Inc.
Profit Sharing Trust
725 Landwehr Road
Northbrook, Illinois 60062-2349

<PAGE>

    Name and Address                    Fund           No. Shares   Percentage

Madison Psychiatric            Growth Fund             262,815.415  21.75%
 Association
Unitized Plan
U/A/D May 17 99
801 Pennsylvania Ave.
Kansas City, Missouri 64105-1307

Richland Medical Center        Growth Fund             225,533.029  18.66%
P/S Equity Option
c/o Citizens Bank
101 N. Washington Avenue
Saginaw, Michigan 48607-1206

Mitra & Co.                    Growth Fund              94,881.406   7.85%
1000 North Water Street
Milwaukee, Wisconsin 53202-6648

Madison Psychiatric            Growth Fund              79,407.103   6.57%
 Association
Profit Sharing Plan
U/A/D May 17 99
801 Pennsylvania Avenue
Kansas City, Missouri 64105-1307

Madison Orthodontics           Growth Fund              73,154.966   6.05%
Equity Option
5605 Odana Road
Madison, Wisconsin 53719-1207

Edward L. Samek and            Emerging Growth Fund     25,951.557  40.29%
 Ellan S. Citron, Trustees
U/W/O Richard E. Samek
FBO Edward L. Samek
609 St. Davids Avenue
Saint Davids, Pennsylvania 19087-4414

Firstar Bank, N.A.             Emerging Growth Fund     22,150.568  34.39%
William D. Forsyth III
IRA Rollover
279 Linden Street
Winnetka, Illinois 60093-3826

Thomas J. Holmberg, Jr.        Emerging Growth Fund      6,808.027  10.57%
489 Willow Road
Winnetka, Illinois 60093-4140

Keith Bruch and Julie Bruch    Emerging Growth Fund      5,700.741   8.85%
4108 N. Kennicott Avenue
Arlington Heights, Illinois 60004-1366

     As  of  January  31,  2001, [no  person]  owned  a
controlling  interest  (i.e., more  than  25%)  in  the
Company.    However,  IBEW  Local  117   Pension   Fund
beneficially  owned  a  controlling  interest  in   the
Opportunity  Fund  and Edward L.  Samek  and  Ellan  S.
Citron, Trustees, U/W/O Richard E. Samek FBO Edward  L.
Samek,  and  William D. Forsyth III IRA  Rollover  each
beneficially  owned  a  controlling  interest  in   the
Emerging  Growth  Fund.  [update] Shareholders  with  a
controlling interest could affect the outcome of  proxy
voting or the direction of management of the Company.

<PAGE>

Investment Adviser

     Frontegra  Asset Management, Inc. (the  "Adviser")
is the investment adviser to the Funds.  Mr. William D.
Forsyth  III and Mr. Thomas J. Holmberg, Jr.  each  own
50%  of the Adviser.  Mr. Forsyth and Mr. Holmberg  are
co-presidents  of the Company.  A brief description  of
the  Funds' investment advisory agreements is set forth
in the Prospectus under "Fund Management."

     The advisory agreement between the Adviser and the
Funds is dated October 30, 1996, while the amendment to
add  the  Growth Fund is dated as of February 1,  1998,
the  amendment to add the Emerging Growth Fund is dated
as  of  December 31, 1999 and the amendment to add  the
Investment  Grade Bond Fund is dated as of January  31,
2001   (the   "Advisory  Agreement").    The   Advisory
Agreement  has  an initial term of two years  (with  an
October  30,  1996, a February 1, 1998, a December  31,
1999  or a January 31, 2001 starting point, as the case
may  be) and is required to be approved annually by the
Board  of  Directors of the Company or  by  vote  of  a
majority  of  each  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 disinterested director, cast in person at
a  meeting  called for the purpose of  voting  on  such
approval.   The  Advisory Agreement was  most  recently
approved  by  the  vote of the Company's  disinterested
director on August 15, 2000.  The Advisory Agreement as
it  relates  to  the Total Return Bond and  Opportunity
Funds was most recently approved by the shareholders of
the Total Return Bond and the Opportunity Funds on July
28,  1999.  The amendment to the Advisory Agreement  to
add  the  Growth Fund was approved by the disinterested
director  on December 15, 1997.  The amendment  to  the
Advisory Agreement to add the Emerging Growth Fund  was
approved by the disinterested director on November  16,
1999.   The amendment to the Advisory Agreement to  add
the  Investment  Grade Bond Fund was  approved  by  the
disinterested  director  on  November  6,   2000.   The
Advisory Agreement is terminable without penalty, on 60
days'  written notice by the Board of Directors of  the
Company,  by vote of a majority of each of  the  Fund's
outstanding  voting securities or by the  Adviser,  and
will  terminate  automatically  in  the  event  of  its
assignment.

     Pursuant   to  an  expense  cap  agreement   dated
February 26, 1999, as most recently amended October 27,
2000,  between the Adviser and the Total  Return  Bond,
Opportunity  and  Growth Funds, the Adviser  agreed  to
waive  its management fee and/or reimburse each  Fund's
operating  expenses to the extent necessary  to  ensure
that  the  Total  Return  Bond Fund's  total  operating
expenses  do  not exceed 0.425% of that Fund's  average
daily   net   assets,  the  Opportunity  Fund's   total
operating  expenses do not exceed 0.90% of that  Fund's
average  daily net assets and the Growth  Fund's  total
operating  expenses do not exceed 0.80% of that  Fund's
average  daily net assets.  Pursuant to an expense  cap
agreement  dated  December 31, 1999, as  most  recently
amended  October 27, 2000, between the Adviser and  the
Emerging  Growth Fund, the Adviser has agreed to  waive
its management fee and/or reimburse the Emerging Growth
Fund's  operating expenses to the extent  necessary  to
ensure  that the Emerging Growth Fund's total operating
expenses  do  not exceed 0.90% of that  Fund's  average
daily net assets.  Pursuant to an expense cap agreement
dated  January  31, 2001 between the  Adviser  and  the
Investment Grade Bond Fund, the Adviser has  agreed  to
waive   its   management  fee  and/or   reimburse   the
Investment Grade Bond Fund's operating expenses to  the
extent  necessary  to ensure that the Investment  Grade
Bond  Fund's  total operating expenses  do  not  exceed
0.42%  of  that Fund's average daily net  assets.   The
expense  cap  agreements  for the  Total  Return  Bond,
Opportunity,  Growth  and Emerging  Growth  Funds  will
terminate  on  December 31, 2001 and  the  expense  cap
agreement  for  the  Investment Grade  Bond  Fund  will
terminate  on January 31, 2002 unless extended  by  the
Adviser and the Funds.

     Under  the  terms of the Advisory  Agreement,  the
Adviser   supervises  the  management  of  the   Funds'
investments  and  business  affairs,  subject  to   the
supervision  of the Company's Board of  Directors.   At
its  expense, the Adviser provides office space and all
necessary  office facilities, equipment  and  personnel
for  servicing  the  investments  of  the  Funds.    As
compensation  for  its services, the  Opportunity  Fund
pays  to  the  Adviser a monthly advisory  fee  at  the
annual  rate  of 0.65% of the average daily  net  asset
value  of the Fund, the Total Return Bond Fund pays  to
the  Adviser a monthly advisory fee at the annual  rate
of  0.40% of the average daily net asset value  of  the
Fund,  the  Growth Fund pays to the Adviser  a  monthly
advisory fee at the annual rate of 0.80% of the average
daily  net asset value of the Fund, the Emerging Growth
Fund pays to the Adviser a monthly advisory fee at  the
annual  rate  of 0.90% of the average daily  net  asset
value  of  the Fund and the Investment Grade Bond  Fund
pays  to  the  Adviser a monthly advisory  fee  at  the
annual  rate  of 0.42% of the average daily  net  asset
value  of the Fund.  For the fiscal year ended  October
31,  1998,  the fiscal period ended June 30, 1999,  and
the  period from July 1, 1999 through August  1,  1999,
the  Adviser  agreed  to waive its management  fee  and
reimburse  the operating expenses of the  Total  Return
Bond  Fund to the extent necessary to ensure  that  the
operating  expenses of the Total Return Bond  Fund  did
not  exceed  0.50%  of  the Fund's  average  daily  net
assets.  For the period August 2, 1999 through June 30,
2000, the Adviser agreed to

<PAGE>

waive          its          management              fee
and  reimburse  the  operating expenses  of  the  Total
Return Bond Fund to the extent necessary to ensure that
the  operating expenses of the Total Return  Bond  Fund
did  not exceed 0.425% of the Fund's average daily  net
assets.   For the fiscal year ended October  31,  1998,
the  fiscal period ended June 30, 1999, and the  fiscal
year  ended June 30, 2000, the Adviser agreed to  waive
its  management  fee  and/or  reimburse  the  operating
expenses   of  the  Opportunity  Fund  to  the   extent
necessary  to ensure that the total operating  expenses
of  the  Opportunity Fund did not exceed 0.90%  of  the
Fund's  average  daily  net  assets.   For  the  fiscal
periods ended October 31, 1998, June 30, 1999 and  June
30,  2000,  the Adviser agreed to waive its  management
fee  and/or  reimburse the operating  expenses  of  the
Growth Fund to the extent necessary to ensure that  the
total  operating expenses of the Growth  Fund  did  not
exceed  0.80% of the Fund's average daily  net  assets.
For  the period ended June 30, 2000, the Adviser agreed
to waive its management fee and reimburse the operating
expenses  of  the Emerging Growth Fund  to  the  extent
necessary to ensure that the operating expenses of  the
Emerging Growth Fund did not exceed 0.90% of the Fund's
average  daily  net assets. The expense cap  agreements
provide   that   the   Adviser  will   continue   these
waiver/reimbursement policies until December 31, 2001.

     For  the  fiscal year ended October 31, 1998,  the
eight month fiscal period ended June 30, 1999, and  the
fiscal  year ended June 30, 2000, the Adviser  received
$55,268, $26,184 and $67,821 from the Total Return Bond
Fund, respectively, for its services under the Advisory
Agreement.  For the fiscal year ended October 31, 1998,
the  eight month fiscal period ended June 30, 1999, and
the  fiscal  year  ended  June 30,  2000,  the  Adviser
received $0, $0 and $17,441 from the Opportunity  Fund,
respectively,  for  its  services  under  the  Advisory
Agreement.   The  amounts received by the  Adviser  for
such  services would have been $186,149,  $128,483  and
$220,948  for the Total Return Bond Fund, respectively,
and  $47,155, $54,105 and $103,318 for the  Opportunity
Fund, respectively, had the Adviser not waived all or a
portion  of its fees for the fiscal year ended  October
31, 1998, the fiscal period ended June 30, 1999 and the
fiscal year ended June 30, 2000.  For the fiscal period
from  March  18,  1998 to October 31, 1998,  the  eight
month  fiscal period ended June 30, 1999 and the fiscal
year  ended June 30, 2000, the Adviser received $0 from
the  Growth  Fund for its services under  the  Advisory
Agreement for each period.  The amounts received by the
Adviser  for  such services for the Growth  Fund  would
have  been  $7,231, $18,609 and $93,423,  respectively,
had  the Adviser not waived all of its fees during  the
fiscal  periods ended October 31, 1998, June  30,  1999
and  the  fiscal  year ended June 30,  2000.   For  the
period  ended  June 30, 2000, the Adviser  received  $0
from the Emerging Growth Fund.  The amount received  by
the  Adviser  for such services would have been  $2,554
had  the  Adviser not waived all of its  fees  for  the
period  ended June 30, 2000.  The organizational  costs
of  the Total Return Bond Fund and the Opportunity Fund
were advanced by the Adviser and will be reimbursed  by
the  Funds  over a period of not more than  60  months.
The organizational costs were approximately $38,000 for
the   Total  Return  Bond  Fund  and  $40,000  for  the
Opportunity Fund.

     The  Advisory  Agreement requires the  Adviser  to
reimburse the Funds in the event that the expenses  and
charges  payable  by  the Funds  in  any  fiscal  year,
including   the  advisory  fee  but  excluding   taxes,
interest,  brokerage  commissions,  and  similar  fees,
exceed  those set forth in any statutory or  regulatory
formula,  if  any,  prescribed by any  state  in  which
shares  of  the Funds are registered.  Such  excess  is
determined by valuations made as of the close  of  each
business day of the year.  Reimbursement of expenses in
excess of the applicable limitation will be made  on  a
monthly  basis  and  will  be  paid  to  the  Funds  by
reduction  of  the  Adviser's  fee,  subject  to  later
adjustment,  month by month, for the remainder  of  the
Funds' fiscal year.

     The  Adviser  has entered into an  agreement  with
Reams  Asset  Management Company, LLC  ("Reams")  under
which  Reams  serves  as the subadviser  of  the  Total
Return  Bond,  Opportunity and  Investment  Grade  Bond
Funds   and,  subject  to  the  Adviser's  supervision,
manages  the  portfolio assets of  the  Funds.   (Reams
operated  as  a  corporation  (Reams  Asset  Management
Company,  Inc.) from its founding in 1981  until  March
31,  1994,  when it became an Indiana limited liability
company  (LLC), with no change in principals, employees
or  clients.)   Under this agreement, and with  certain
exceptions  described herein, Reams is  compensated  by
the Adviser for its investment advisory services at the
annual  rate of 0.45% of the Opportunity Fund's average
daily net assets, 0.15% of the Total Return Bond Fund's
average  daily  net assets and 0.15% of the  Investment
Grade  Bond  Fund's  average  daily  net  assets.    In
recognition  of  the economies of scale  that  will  be
gained  by  such Funds and the Adviser,  and  with  the
exception of defined contribution or 401(k) investments
in  such  Funds, for initial investments  of  over  $15
million in the Opportunity Fund and $30 million in  the
Total  Return  Bond Fund, the Adviser  will  compensate
Reams an extra 0.10% of the average daily net assets of
such   investments.    Frontier  Partners,   Inc.,   an
affiliate  of  the  Adviser,  acts  as  a  third  party
solicitor  on behalf of Reams and has a 2.2%  nonvoting
ownership  interest in Reams.  Mr. Mark  M.  Egan  owns
units  representing a majority of the voting rights  of
Reams.

<PAGE>

     The  Adviser  has also entered into  an  agreement
with  Northern  Capital  Management,  LLC  ("Northern")
under  which Northern serves as the subadviser  of  the
Growth  Fund and, subject to the Adviser's supervision,
manages the Growth Fund's portfolio assets.  Under this
agreement,  Northern is compensated for its  investment
advisory  services at the annual rate of (i)  0.25%  of
the Growth Fund's average daily net assets prior to the
first  date  when the Growth Fund's average  daily  net
assets exceed $200 million and (ii) 0.30% of the Growth
Fund's average daily net assets on and after the  first
date  when  the Fund's average daily net assets  exceed
$200  million.   Old Mutual plc, a United Kingdom-based
financial services group, owns 80% of Northern.

     The  Adviser  has also entered into  an  agreement
with  Berents  & Hess Capital Management, Inc.  ("B&H")
under  which B&H acts as the subadviser of the Emerging
Growth  Fund and, subject to the Adviser's supervision,
manages  the  Emerging Growth Fund's portfolio  assets.
Under this agreement, B&H is compensated by the Adviser
for its investment advisory services at the annual rate
of  0.45%  of the Emerging Growth Fund's average  daily
net  assets.  Mr. Charles N. Berents, Jr. owns  46%  of
the  voting stock of B&H and Mr. Herbert P.  Hess  owns
54%  of  the  voting stock of B&H.  Frontier  Partners,
Inc.,  an  affiliate of the Adviser, acts  as  a  third
party solicitor on behalf of B&H.

Fund Transactions and Brokerage

     Reams,  Northern  and B&H (the "Subadvisers")  are
responsible  for  decisions to buy and sell  securities
for  the  Funds  and for the placement  of  the  Funds'
securities business, the negotiation of the commissions
to  be paid on such transactions and the allocation  of
portfolio   brokerage  and  principal  business.    The
Subadvisers  seek  the  best  execution  at  the   best
security   price   available  with  respect   to   each
transaction,  in  light  of  the  overall  quality   of
brokerage  and  research  services  provided   to   the
Subadvisers or the Funds.  The best price to the  Funds
means  the  best net price without regard  to  the  mix
between purchase or sale price and commission, if  any.
Purchases  may be made from underwriters, dealers  and,
on  occasion, the issuers.  Commissions will be paid on
the  Funds'  futures  and  options  transactions.   The
purchase  price of portfolio securities purchased  from
an  underwriter  or  dealer  may  include  underwriting
commissions and dealer spreads.  The Funds may pay mark-
ups  on  principal transactions.  In selecting  broker-
dealers and in negotiating commissions, the Subadvisers
consider  the  firm's reliability, the quality  of  its
execution  services  on  a  continuing  basis  and  its
financial  condition.  Brokerage will not be  allocated
based on the sale of a Fund's shares.

     The  Total  Return  Bond  Fund  did  not  pay  any
brokerage commissions for the fiscal year ended October
31, 1998, the fiscal period ended June 30, 1999 and the
fiscal year ended June 30, 2000.  The Opportunity  Fund
paid   $27,546,  $25,449  and  $29,425   in   brokerage
commissions for the fiscal year ended October 31, 1998,
the  fiscal  period ended June 30, 1999 and the  fiscal
year  ended  June 30, 2000, respectively.   The  Growth
Fund  paid  $4,350,  $8,210 and  $49,904  in  brokerage
commissions  for the fiscal periods ended  October  31,
1998  and June 30, 1999 and the fiscal year ended  June
30,  2000, respectively.  The greater dollar amount  of
brokerage  commissions paid by the Growth  Fund  during
fiscal  2000 as compared to the previous fiscal periods
was  due primarily to an increase in Fund assets.   The
Emerging   Growth   Fund  paid  $1,027   in   brokerage
commissions for the fiscal period ended June 30,  2000.
The   Investment  Grade  Bond  Fund  did  not  commence
operations until 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, the  Subadvisers  consider
investment  and market information and other  research,
such    as   economic,   securities   and   performance
measurement research provided by such brokers  and  the
quality   and   reliability  of   brokerage   services,
including   execution   capability,   performance   and
financial responsibility.  Accordingly, the commissions
charged  by  any  such broker may be greater  than  the
amount  another  firm might charge if  the  Subadvisers
determine  in  good  faith  that  the  amount  of  such
commissions is reasonable in relation to the  value  of
the   research   information  and  brokerage   services
provided  by such broker to the Funds.  The Subadvisers
believe that the research information received in  this
manner   provides   the   Funds   with   benefits    by
supplementing the research otherwise available  to  the
Funds.   The Subadvisory Agreements provide  that  such
higher commissions will not be paid by the

<PAGE>

Funds                                            unless
(a)  the  Subadvisers determine in good faith that  the
amount  is  reasonable in relation to the  services  in
terms of the particular transaction or in terms of  the
Subadvisers' 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 Agreements;  and
(c)  in  the  opinion  of  the Subadvisers,  the  total
commissions  paid  by the Funds will be  reasonable  in
relation  to  the benefits to the Funds over  the  long
term.   The investment advisory fees paid by the  Funds
under  the  Advisory Agreement are  not  reduced  as  a
result   of   the  Subadvisers'  receipt  of   research
services.

     The  Subadvisers place portfolio transactions  for
other  advisory  accounts managed by  the  Subadvisers.
Research services furnished by firms through which  the
Funds effect their securities transactions may be  used
by  the Subadvisers in servicing all of their accounts;
not all of such services may be used by the Subadvisers
in  connection with the Funds.  The Subadvisers believe
it  is  not possible to measure separately the benefits
from   research  services  to  each  of  the   accounts
(including  the  Funds) 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,  the  Subadvisers believe such  costs  to  the
Funds  will  not  be disproportionate to  the  benefits
received  by  the  Funds  on a continuing  basis.   The
Subadvisers  seek  to  allocate portfolio  transactions
equitably  whenever concurrent decisions  are  made  to
purchase  or  sell securities by the Funds 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 Funds.   In  making  such
allocations   between  the  Fund  and  other   advisory
accounts,   the   main  factors   considered   by   the
Subadvisers  are the respective investment  objectives,
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.

Custodian

     As  custodian of the Funds' assets, Firstar  Bank,
N.A.,  615  E.  Michigan Street,  Milwaukee,  Wisconsin
53202,  has custody of all securities and cash of  each
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 and Dividend Disbursing Agent

     Firstar Mutual Fund Services, LLC, 615 E. Michigan
Street,  Third  Floor, Milwaukee, Wisconsin  53202,  an
affiliate of Firstar Bank, N.A., acts as transfer agent
and   dividend-disbursing  agent  for  the  Funds  (the
"Transfer  Agent").  The Transfer Agent is  compensated
based  on  an  annual fee per open account  of  $14.00,
subject to minimum annual fees of $8,000 per Fund until
a  Fund exceeds 150 accounts, at which time the minimum
annual fee will increase to $12,000 per Fund.  There is
a  fee of $10,000 per year for each additional fund  or
class.

Administrator and Fund Accountant

     The  Transfer  Agent also provides  administrative
and  fund accounting services to the Funds pursuant  to
separate Administration and Fund Accounting Agreements.
Under  these Agreements, the Transfer Agent  calculates
the  daily  net asset value of each 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,  the
Transfer  Agent receives from the Fund, a fee, computed
daily  and payable monthly based on each Fund's average
net  assets  at the annual rate of 0.14 of  1%  on  the
first  $50 million, 0.01 of 1% on the next $450 million
and  0.03 of 1% on the average net assets in excess  of
$500  million, subject to an annual minimum of $48,000,
plus out-of-pocket expenses.  For the fiscal year ended
October  31, 1998 and the fiscal period ended June  30,
1999, Sunstone Financial Group, Inc. ("Sunstone"),  the
Funds'  prior  administrator,  received  $174,170   and
$132,415,  respectively, under  an  Administration  and
Fund   Accounting  Agreement  between  the  Funds   and
Sunstone.  For the fiscal year ended June 30, 2000, the
Transfer Agent received $215,556 for such services.

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

<PAGE>

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.

Purchase and Pricing of Shares

     Shares of each Fund are sold on a continuous basis
at  each Fund's net asset value.  As set forth  in  the
Prospectus  under  "Valuation  of  Fund  Shares,"  each
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.  Each Fund  is  not
required  to  calculate its net  asset  value  on  days
during  which that 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  a  pricing  service   that
utilizes  electronic  data  processing  techniques   to
determine values for normal institutional-sized trading
units   of  debt  securities  without  regard  to   the
existence  of sale or bid prices when such  values  are
believed  by Reams to reflect more accurately the  fair
market value of such securities; otherwise, actual sale
or bid prices are used.  Common stocks and other equity-
type  securities are valued at the last trade price  on
the  national  securities exchange or Nasdaq  on  which
such   securities   are  primarily   traded;   however,
securities traded on a national securities exchange  or
Nasdaq for which there were no transactions on a  given
day  or  securities not listed on a national securities
exchange  or Nasdaq are valued at the most  recent  bid
prices.   Other  exchange-traded securities  (generally
foreign  securities)  will be valued  based  on  market
quotations.

Taxation of the Fund

     Each  Fund  intends  to  qualify  annually  as   a
"regulated  investment company" under Subchapter  M  of
the  Code,  and if so qualified will not be liable  for
federal  income  taxes  to  the  extent  earnings   are
distributed  to shareholders on a timely basis.   As  a
result  of  being a regulated investment  company,  net
capital  gain that the Funds distribute to shareholders
will  retain  their original capital gain character  in
the shareholders' individual tax returns.  In the event
a  Fund  fails  to  qualify as a "regulated  investment
company,"  it will be treated as a regular  corporation
for  federal  income  tax purposes.   Accordingly,  the
disqualifying  Fund would be subject to federal  income
taxes  and  any distributions that it makes   would  be
taxable  and  non-deductible by the Fund.   This  would
increase  the  cost  of  investing  in  such  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 Funds will distribute to shareholders at least
annually,  any  net  capital  gains  which  have   been
recognized  for federal income tax purposes  (including
unrealized gains at the end of the Fund's fiscal year).
Such  distributions will be combined with distributions
of  capital  gains and shareholders will be advised  of
the nature of the payments.

     Each Fund will be treated as a separate entity for
federal income tax purposes since the Tax Reform Act of
1986  requires that all portfolios of a series fund  be
treated as separate taxpayers.

     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  or  local  tax considerations  applicable  to  a
particular  investor.  Investors are urged  to  consult
their own tax advisors.

Performance Information

     The Funds' historical performance or return may be
shown  in  the  form  of  various performance  figures,
including average annual total return, total return and
cumulative   total  return.   The  Funds'   performance
figures  are based upon historical results and are  not
necessarily   representative  of  future   performance.
Factors   affecting  the  Funds'  performance   include
general  market  conditions,  operating  expenses   and
investment management.

<PAGE>

Total Return

     Average  annual  total  return  and  total  return
figures   measure   both  the  net  investment   income
generated  by,  and  the effect  of  any  realized  and
unrealized   appreciation  or  depreciation   of,   the
underlying  investments in each Fund over  a  specified
period  of  time,  assuming  the  reinvestment  of  all
dividends  and  distributions.   Average  annual  total
return  figures are annualized and therefore  represent
the average annual percentage change over the specified
period.   Total  return figures are not annualized  and
therefore represent the aggregate percentage or  dollar
value change over the period.

     The  average annual total return of each  Fund  is
computed by finding the average annual compounded rates
of  return  over  the  periods that  would  equate  the
initial amount invested to the ending redeemable value,
according to the following formula:

                     P(1+T)n = ERV
          P     =    a hypothetical initial payment of $1,000.
          T     =    average annual total return.
          n     =    number of years.
          ERV   =    ending redeemable value of a
                     hypothetical $1,000 payment made at
                     the beginning of the stated periods at
                     the end of the stated periods.

     Performance for a specific period is calculated by
first  taking  an  investment (assumed  to  be  $1,000)
("initial investment") in a Fund's shares on the  first
day  of the period and computing the "ending value"  of
that  investment at the end of the period.   The  total
return percentage is then determined by subtracting the
initial  investment from the ending value and  dividing
the  remainder by the initial investment and expressing
the  result  as a percentage.  The calculation  assumes
that  all income and capital gains dividends paid by  a
Fund have been reinvested at the net asset value of the
Fund  on  the  reinvestment dates  during  the  period.
Total  return may also be shown as the increased dollar
value of the hypothetical investment over the period.

     Cumulative  total  return  represents  the  simple
change  in value of an investment over a stated  period
and  may  be  quoted as a percentage  or  as  a  dollar
amount.   Total returns may be broken down  into  their
components  of  income and capital  (including  capital
gains   and  changes  in  share  price)  in  order   to
illustrate  the relationship between these factors  and
their contributions to total return.

     The  total  return  for  the  Total  Return  Bond,
Opportunity and Growth Funds for the fiscal year  ended
June   30,   2000  was  6.78%,  (6.67)%   and   15.33%,
respectively.  The total return for the Emerging Growth
Fund  for  the six month fiscal period ended  June  30,
2000 was 2.30%.  The Investment Grade Bond Fund was not
available for investment until the date of this SAI.

Yield

     The  Total  Return Bond and Investment Grade  Bond
Funds'   yield  is  computed  in  accordance   with   a
standardized  method prescribed by rules  of  the  SEC.
Under  that method, the current yield quotation  for  a
Fund  is  based on a one month or 30-day  period.   The
yield is computed by dividing the net investment income
per  share earned during the 30-day or one month period
by the maximum offering price per share on the last day
of the period, according to the following formula:


     Where: a =  dividends and interest earned
                 during the period.
            b =  expenses accrued for the period (net of
                 reimbursements).
            c =  the average daily number of shares
                 outstanding during the period that were
                 entitled to receive dividends.
            d =  the maximum offering price per share on
                 the last day of the period.

     The  30-day yield for the Total Return  Bond  Fund
for  the  six month period ended December 31, 2000  was
__%.   The 30-day yield for the Total Return Bond  Fund
before  waivers and reimbursements for  the  six  month
period ended December 31, 2000 was __%.  The Investment
Grade  Bond Fund was not available for investment until
the date of this SAI.

<PAGE>

Volatility

     Occasionally statistics may be used to  specify  a
Fund's  volatility or risk.  Measures of volatility  or
risk  are generally used to compare a Fund's net  asset
value  or performance relative to a market index.   One
measure  of volatility is beta.  Beta is the volatility
of  a  fund relative to the total market as represented
by  the  S&P  500.  A beta of more than 1.00  indicates
volatility greater than the market, and a beta of  less
than  1.00  indicates volatility less than the  market.
Another  measure  of  volatility or  risk  is  standard
deviation.   Standard  deviation  is  used  to  measure
variability  of net asset value or total return  around
an  average,  over  a specified period  of  time.   The
premise  is  that  greater volatility connotes  greater
risk undertaken in achieving performance.

Comparisons

     From  time  to time, in marketing and  other  Fund
literature,  the Funds' performance may be compared  to
the performance of other mutual funds in general or  to
the  performance  of particular types of  mutual  funds
with   similar   investment  goals,   as   tracked   by
independent  organizations.  Among these organizations,
Lipper  Analytical Services, Inc. ("Lipper"), a  widely
used independent research firm which ranks mutual funds
by  overall  performance,  investment  objectives,  and
assets,  may be cited.  Lipper performance figures  are
based  on  changes in net asset value, with all  income
and   capital   gains   dividends   reinvested.    Such
calculations  do not include the effect  of  any  sales
charges  imposed  by other funds.  The  Funds  will  be
compared  to  Lipper's appropriate fund category,  that
is, by fund objective and portfolio holdings.

     The Funds' performance may also be compared to the
performance of other mutual funds by Morningstar, Inc.,
which  ranks funds on the basis of historical risk  and
total  return.  Morningstar's rankings range from  five
stars  (highest)  to  one star (lowest)  and  represent
Morningstar's assessment of the historical  risk  level
and total return of a fund as a weighted average for 3,
5  and  10 year periods.  Rankings are not absolute  or
necessarily predictive of future performance.

     Evaluations   of   Fund   performance   made    by
independent  sources may also be used in advertisements
concerning   the  Funds,  including  reprints   of   or
selections  from,  editorials  or  articles  about  the
Funds.  Sources for Fund performance and articles about
the  Funds  may  include publications  such  as  Money,
Forbes,  Kiplinger's, Financial World,  Business  Week,
U.S.  News  and World Report, the Wall Street  Journal,
Barron's and a variety of investment newsletters.

     The  Funds may compare their performance to a wide
variety  of indices and measures of inflation including
the  S&P  500,  the  NASDAQ Over-the-Counter  Composite
Index,  the Russell 2000 Index, the Russell 1000 Growth
Index  and the Lehman Aggregate Bond Index.  There  are
differences  and  similarities between the  investments
that  the  Funds  may  purchase  for  their  respective
portfolios  and  the  investments  measured  by   these
indices.

     Investors   may   want  to  compare   the   Funds'
performance to that of certificates of deposit  offered
by    banks    and   other   depositary   institutions.
Certificates  of  deposit may offer fixed  or  variable
interest rates and principal is guaranteed and  may  be
insured.   Withdrawal of the deposits prior to maturity
normally  will be subject to a penalty.  Rates  offered
by  banks and other depositary institutions are subject
to   change  at  any  time  specified  by  the  issuing
institution.   Investors  may  also  want  to   compare
performance of the Funds to that of money market funds.
Money market fund yields will fluctuate and shares  are
not insured, but share values usually remain stable.

Independent Auditors

     Ernst  & Young LLP, Sears Tower, 233 South  Wacker
Drive,  Chicago, IL 60606-6301, have been  selected  as
the  independent auditors for the Funds.  Ernst & Young
will  audit  and report on the Funds' annual  financial
statements, review certain regulatory reports  and  the
Funds'  federal income tax returns, and  perform  other
professional,  accounting auditing,  tax  and  advisory
services when engaged to do so by the Funds.

Financial Statements

     The  following audited financial statements of the
Funds  are  incorporated herein by  reference  to  each
Fund's Annual Report to Shareholders as filed with  the
SEC on September 7, 2000:

<PAGE>

Total Return Bond Fund

     (a)     Schedule  of Investments as  of  June  30, 2000.

     (b)     Statement of Assets and Liabilities as  of June 30, 2000.

     (c)     Statement of Operations for the year ended June 30, 2000.

     (d)     Statement of Changes in Net Assets for the
             year  ended  June 30, 2000 and  for  the  period
             from November 1, 1998 to June 30, 1999.

     (e)     Financial  Highlights for the  year  ended
             June  30,  2000 and for the period from November
             1, 1998 to June 30, 1999.

     (f)     Notes to Financial Statements.

     (g)     Report of Independent Auditors dated  July 28, 2000.

Opportunity Fund

     (a)     Schedule of Investments as of June 30, 2000.

     (b)     Statement  of Assets and Liabilities  as  of June 30, 2000.

     (c)     Statement of Operations for the  year  ended June 30, 2000.

     (d)     Statement of Changes in Net Assets for the
             year  ended  June 30, 2000 and  for  the  period
             from November 1, 1998 to June 30, 1999.

     (e)     Financial  Highlights for the  year  ended
             June  30,  2000 and for the period from November
             1, 1998 to June 30, 1999.

     (f)     Notes to Financial Statements.

     (g)     Report of Independent Auditors dated July 28, 2000.

Growth Fund

     (a)     Schedule of Investments as of June 30, 2000.

     (b)     Statement  of Assets and Liabilities  as  of June 30, 2000.

     (c)     Statement of Operations for the year ended June 30, 2000.

     (d)     Statement of Changes in Net Assets for the
             year  ended  June 30, 2000 and  for  the  period
             from November 1, 1998 to June 30, 1999.

     (e)     Financial  Highlights for the  year  ended
             June  30,  2000 and for the period from November
             1, 1998 to June 30, 1999.

     (f)     Notes to Financial Statements.

     (g)     Report of Independent Auditors dated July 28, 2000.

Emerging Growth Fund

     (a)     Schedule of Investments as of June 30, 2000.

<PAGE>

     (b)     Statement of Assets and Liabilities as of June 30, 2000.

     (c)     Statement of Operations for the period  from
             December 31, 1999 (commencement of operations) to June 30, 2000.

     (d)     Statement of Changes in Net Assets for the period
             from December 31, 1999 (commencement of operations) to
             June 30, 2000.

     (e)     Financial Highlights for the period from December
             31, 1999 (commencement of operations) to June 30, 2000.

     (f)     Notes to Financial Statements.

     (g)     Report of Independent Auditors dated July 28, 2000.

<PAGE>

                       APPENDIX

                  SHORT-TERM RATINGS

   Standard & Poor's Short-Term Debt Credit Ratings


     A  Standard  & Poor's credit rating is  a  current
opinion  of  the  creditworthiness of an  obligor  with
respect  to a specific financial obligation, a specific
class  of financial obligations or a specific financial
program.     It    takes    into   consideration    the
creditworthiness of guarantors, insurers or other forms
of  credit enhancement on the obligation and takes into
account  the  currency  in  which  the  obligation   is
denominated.  The credit rating is not a recommendation
to  purchase,  sell  or  hold a  financial  obligation,
inasmuch  as it does not comment as to market price  or
suitability for a particular investor.

     Credit  ratings  are based on current  information
furnished  by  the obligors or obtained by  Standard  &
Poor's   from  other  sources  it  considers  reliable.
Standard  &  Poor's  does  not  perform  an  audit   in
connection with any credit rating and may, on occasion,
rely   on  unaudited  financial  information.    Credit
ratings  may  be changed, suspended or withdrawn  as  a
result  of  changes  in,  or  unavailability  of,  such
information, or based on other circumstances.

     Short-term ratings are generally assigned to those
obligations  considered  short-term  in  the   relevant
market.    In   the  U.S.,  for  example,  that   means
obligations with an original maturity of no  more  than
365   days-including  commercial   paper.    Short-term
ratings  are also used to indicate the creditworthiness
of an obligor with respect to put features on long-term
obligations.  The result is a dual rating, in which the
short-term   rating  addresses  the  put  feature,   in
addition to the usual long-term rating.

     Ratings   are   graded  into  several  categories,
ranging  from `A-1' for the highest quality obligations
to  `D'  for  the  lowest.   These  categories  are  as
follows:

     A-1  A  short-term obligation rated `A-1' is rated
          in the highest category by Standard & Poor's.
          The  obligor's capacity to meet its financial
          commitment  on  the  obligation  is   strong.
          Within this category, certain obligations are
          designated  with  a  plus  sign  (+).    This
          indicates that the obligor's capacity to meet
          its financial commitment on these obligations
          is extremely strong.

     A-2  A   short-term  obligation  rated   `A-2'  is
          somewhat  more  susceptible  to  the  adverse
          effects  of  changes  in  circumstances   and
          economic   conditions  than  obligations   in
          higher   rating  categories.   However,   the
          obligor's  capacity  to  meet  its  financial
          commitment on the obligation is satisfactory.

     A-3  A  short-term obligation rated `A-3' exhibits
          adequate   protection  parameters.   However,
          adverse   economic  conditions  or   changing
          circumstances are more likely to  lead  to  a
          weakened capacity of the obligor to meet  its
          financial commitment on the obligation.

     B    A short-term obligation rated `B' is regarded
          as     having     significant     speculative
          characteristics.  The obligor  currently  has
          the capacity to meet its financial commitment
          on  the  obligation; however, it faces  major
          ongoing uncertainties which could lead to the
          obligor's  inadequate capacity  to  meet  its
          financial commitment on the obligation.

     C    A   short-term   obligation  rated   `C'   is
          currently  vulnerable to  nonpayment  and  is
          dependent  upon favorable business, financial
          and  economic conditions for the  obligor  to
          meet   its   financial  commitment   on   the
          obligation.

     D    A  short-term  obligation  rated  `D'  is  in
          payment default.  The `D' rating category  is
          used  when payments on an obligation are  not
          made  on  the date due even if the applicable
          grace period has not expired, unless Standard
          &  Poor's believes that such payments will be
          made  during  such  grace  period.   The  `D'
          rating also will be used upon the filing of a
          bankruptcy  petition  or  the  taking  of   a
          similar  action if payments on an  obligation
          are jeopardized.

<PAGE>

            Moody's Short-Term Debt Ratings

     Moody's  short-term debt ratings are  opinions  on
the  ability of issuers to repay punctually senior debt
obligations.   These  obligations  have   an   original
maturity  not  exceeding  one year,  unless  explicitly
noted.     Moody's    ratings   are    opinions,    not
recommendations to buy or sell, and their  accuracy  is
not guaranteed.

     Moody's  employs the following three designations,
all  judged  to  be investment grade, to  indicate  the
relative repayment ability of rated issuers:

PRIME-1   Issuers   rated   `Prime-1'  (or   supporting
          institutions)  have  a superior  ability  for
          repayment    of   senior   short-term    debt
          obligations.   Prime-1 repaying ability  will
          often  be  evidenced by many of the following
          characteristics:

          *    Leading market positions in well-established industries.

          *    High rates of return on funds employed.

          *    Conservative capitalization structure with
               moderate reliance on debt and ample asset protection.

          *    Broad margins in earnings coverage of fixed
               financial charges and high internal cash generation.

          *    Well-established access to a range of financial
               markets and assured sources of alternate liquidity.

PRIME-2   Issuers   rated   `Prime-2'  (or   supporting
          institutions)  have  a  strong  ability   for
          repayment    of   senior   short-term    debt
          obligations.  This will normally be evidenced
          by  many of the characteristics cited  above,
          but  to a lesser degree.  Earnings trends and
          coverage  ratios, while sound,  may  be  more
          subject    to    variation.    Capitalization
          characteristics, while still appropriate, may
          be  more  affected  by  external  conditions.
          Ample alternate liquidity is maintained.

PRIME-3   Issuers   rated   `Prime-3'  (or   supporting
          institutions) have an acceptable ability  for
          repayment  of  senior short-term obligations.
          The  effect  of industry characteristics  and
          market  compositions may be more  pronounced.
          Variability in earnings and profitability may
          result  in  changes  in  the  level  of  debt
          protection   measurements  and  may   require
          relatively high financial leverage.  Adequate
          alternate liquidity is maintained.

NOT PRIME Issuers rated `Not Prime' do not fall  within
          any of the Prime rating categories.

Fitch IBCA International Short-Term Debt Credit Ratings

     Fitch IBCA's international debt credit ratings are
applied  to  the spectrum of corporate, structured  and
public   finance.   They  cover  sovereign   (including
supranational   and  subnational),   financial,   bank,
insurance   and  other  corporate  entities   and   the
securities they issue, as well as municipal  and  other
public   finance   entities,   securities   backed   by
receivables    or    other   financial    assets    and
counterparties.  When applied to an entity, these short-
term  ratings assess its general creditworthiness on  a
senior  basis.   When  applied to specific  issues  and
programs, these ratings take into account the  relative
preferential position of the holder of the security and
reflect  the terms, conditions and covenants  attaching
to that security.

     International credit ratings assess  the  capacity
to meet foreign currency or local currency commitments.
Both  "foreign  currency" and "local currency"  ratings
are  internationally comparable assessments.  The local
currency  rating  measures the probability  of  payment
within  the  relevant  sovereign state's  currency  and
jurisdiction and therefore, unlike the foreign currency
rating,  does  not take account of the  possibility  of
foreign   exchange  controls  limiting  transfer   into
foreign currency.

     A  short-term  rating has a time horizon  of  less
than  12  months for most obligations, or up  to  three
years  for  U.S.  public finance securities,  and  thus
places  greater emphasis on the liquidity necessary  to
meet financial commitments in a timely manner.

<PAGE>

     F-1  Highest   credit  quality.    Indicates   the
          strongest  capacity  for  timely  payment  of
          financial commitments; may have an added  "+"
          to  denote  any  exceptionally strong  credit
          feature.

     F-2  Good credit quality.  A satisfactory capacity
          for  timely payment of financial commitments,
          but  the margin of safety is not as great  as
          in the case of the higher ratings.

     F-3  Fair credit quality.  The capacity for timely
          payment of financial commitments is adequate;
          however,  near  term  adverse  changes  could
          result   in  a  reduction  to  non-investment
          grade.

     B    Speculative.   Minimal  capacity  for  timely
          payment   of   financial  commitments,   plus
          vulnerability to near term adverse changes in
          financial and economic conditions.

     C    High   default  risk.   Default  is  a   real
          possibility.  Capacity for meeting  financial
          commitments   is   solely  reliant   upon   a
          sustained,  favorable business  and  economic
          environment.

     D    Default.  Denotes actual or imminent  payment
          default.

      Duff & Phelps, Inc. Short-Term Debt Ratings

     Duff  &  Phelps  Credit Ratings'  short-term  debt
ratings are consistent with the rating criteria used by
money  market participants.  The ratings apply  to  all
obligations   with  maturities  of  under   one   year,
including  commercial paper, the uninsured  portion  of
certificates  of deposit, unsecured bank loans,  master
notes,  bankers  acceptances,  irrevocable  letters  of
credit and current maturities of long-term debt.  Asset-
backed commercial paper is also rated according to this
scale.

     Emphasis  is placed on liquidity which is  defined
as  not  only cash from operations, but also access  to
alternative  sources of funds including  trade  credit,
bank  lines  and  the  capital markets.   An  important
consideration is the level of an obligor's reliance  on
short-term funds on an ongoing basis.

     The distinguishing feature of Duff & Phelps Credit
Ratings'  short-term debt ratings is the refinement  of
the  traditional `1' category.  The majority of  short-
term debt issuers carry the highest rating, yet quality
differences  exist within that tier.  As a consequence,
Duff & Phelps Credit Rating has incorporated gradations
of  `1+'  (one  plus) and `1-` (one  minus)  to  assist
investors in recognizing those differences.

     These ratings are recognized by the SEC for broker-
dealer  requirements, specifically capital  computation
guidelines.   These  ratings meet Department  of  Labor
ERISA  guidelines governing pension and profit  sharing
investments.   State  regulators  also  recognize   the
ratings  of  Duff & Phelps Credit Rating for  insurance
company investment portfolios.

Rating Scale:  Definition

          High Grade

D-1+      Highest certainty of timely payment.  Short-
          term liquidity, including internal operating
          factors and/or access to alternative sources
          of funds, is outstanding, and safety is just
          below risk-free U.S. Treasury short-term
          obligations.

D-1       Very high certainty of timely payment.
          Liquidity factors are excellent and supported
          by good fundamental protection factors.  Risk
          factors are minor.

D-1-      High certainty of timely payment.  Liquidity
          factors are strong and supported by good
          fundamental protection factors.  Risk factors
          are very small.

          Good Grade

D-2       Good certainty of timely payment.  Liquidity
          factors and company fundamentals are sound.
          Although ongoing funding needs may enlarge
          total financing requirements, access to
          capital markets is good.  Risk factors are
          small.

<PAGE>

          Satisfactory Grade

D-3       Satisfactory liquidity and other protection
          factors qualify issue as to investment grade.
          Risk factors are larger and subject to more
          variation. Nevertheless, timely payment is
          expected.

          Non-investment Grade

D-4       Speculative investment characteristics.
          Liquidity is not sufficient to insure against
          disruption in debt service.  Operating
          factors and market access may be subject to a
          high degree of variation.

          Default

D-5       Issuer failed to meet scheduled principal
          and/or interest payments.

                   LONG-TERM RATINGS

    Standard & Poor's Long-Term Debt Credit Ratings

     A  Standard  & Poor's credit rating is  a  current
opinion  on  the  creditworthiness of an  obligor  with
respect  to a specific financial obligation, a specific
class  of financial obligations or a specific financial
program.     It    takes    into   consideration    the
creditworthiness of guarantors, insurers or other forms
of  credit enhancement on the obligation and takes into
account  the  currency  in  which  the  obligation   is
denominated.  The credit rating is not a recommendation
to  purchase,  sell  or  hold a  financial  obligation,
inasmuch  as it does not comment as to market price  or
suitability for a particular investor.

     Credit  ratings  are based on current  information
furnished  by  the obligors or obtained by  Standard  &
Poor's   from  other  sources  it  considers  reliable.
Standard  &  Poor's  does  not  perform  an  audit   in
connection with any credit rating and may, on occasion,
rely   on  unaudited  financial  information.    Credit
ratings  may  be changed, suspended or withdrawn  as  a
result  of  changes  in,  or  unavailability  of,  such
information, or based on other circumstances.

     Credit  ratings are based, in varying degrees,  on
the  following  considerations:   (1)   likelihood   of
payment-capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance
with  the terms of the obligation;  (2)  nature of  and
provisions  of  the  obligation;  and  (3)   protection
afforded  by, and relative position of, the  obligation
in  the  event of bankruptcy, reorganization  or  other
arrangement under the laws of bankruptcy and other laws
affecting creditors' rights.

     The  rating definitions are expressed in terms  of
default   risk.   As  such,  they  pertain  to   senior
obligations  of  an  entity.   Junior  obligations  are
typically  rated  lower  than  senior  obligations,  to
reflect  the  lower  priority  in  bankruptcy.    (Such
differentiation applies when an entity has both  senior
and  subordinated  obligations, secured  and  unsecured
obligations,  or operating company and holding  company
obligations.) Accordingly, in the case of junior  debt,
the  rating  may not conform exactly with the  category
definition.

     AAA  An  obligation  rated `AAA' has  the  highest
          rating  assigned by Standard &  Poor's.   The
          obligor's  capacity  to  meet  its  financial
          commitment  on  the obligation  is  EXTREMELY
          STRONG.

     AA   An  obligation  rated `AA' differs  from  the
          highest  rated  obligations  only  in   small
          degree.   The obligor's capacity to meet  its
          financial  commitment on  the  obligation  is
          VERY STRONG.

     A    An  obligation  rated `A'  is  somewhat  more
          susceptible to the adverse effects of changes
          in circumstances and economic conditions than
          obligations   in  higher  rated   categories.
          However,  the obligor's capacity to meet  its
          financial  commitment on  the  obligation  is
          still STRONG.

     BBB  An  obligation rated `BBB' exhibits  ADEQUATE
          protection   parameters.   However,   adverse
          economic conditions or changing circumstances
          are   more  likely  to  lead  to  a  weakened
          capacity of the obligor to meet its financial
          commitment on the obligation.

<PAGE>

     Obligations rated `BB', `B', `CCC, `CC',  and  `C'
are   regarded   as   having  significant   speculative
characteristics.  `BB' indicates the  least  degree  of
speculation   and   `C'   the  highest.    While   such
obligations   will   likely  have  some   quality   and
protective characteristics, these may be outweighed  by
large  uncertainties  or  major  exposures  to  adverse
conditions.

     BB   An  obligation rated `BB' is LESS  VULNERABLE
          to  nonpayment than other speculative issues.
          However, it faces major ongoing uncertainties
          or exposure to adverse business, financial or
          economic conditions which could lead  to  the
          obligor's  inadequate capacity  to  meet  its
          financial commitment on the obligation.

     B    An obligation rated `B' is MORE VULNERABLE to
          nonpayment than obligations rated  `BB',  but
          the  obligor  currently has the  capacity  to
          meet   its   financial  commitment   on   the
          obligation.   Adverse business, financial  or
          economic  conditions will likely  impair  the
          obligor's capacity or willingness to meet its
          financial commitment on the obligation.

     CCC  An   obligation  rated  `CCC'  is   CURRENTLY
          VULNERABLE  to nonpayment, and  is  dependent
          upon   favorable  business,   financial   and
          economic conditions for the obligor  to  meet
          its  financial commitment on the  obligation.
          In  the  event of adverse business, financial
          or  economic conditions, the obligor  is  not
          likely  to  have  the capacity  to  meet  its
          financial commitment on the obligation.

     CC   An  obligation rated `CC' is CURRENTLY HIGHLY
          VULNERABLE to nonpayment.

     C    The  `C'  rating  may  be  used  to  cover  a
          situation  where  a bankruptcy  petition  has
          been  filed or similar action has been taken,
          but  payments  on this obligation  are  being
          continued.

     D    An   obligation  rated  `D'  is  in   payment
          default.   The  `D' rating category  is  used
          when  payments on an obligation are not  made
          on  the date due even if the applicable grace
          period  has  not expired, unless  Standard  &
          Poor's  believes that such payments  will  be
          made  during  such  grace  period.   The  `D'
          rating also will be used upon the filing of a
          bankruptcy  petition  or  the  taking  of   a
          similar  action if payments on an  obligation
          are jeopardized.

     Plus  (+) or minus (-):  The ratings from `AA'  to
`CCC'  may  be modified by the addition of  a  plus  or
minus  sign to show relative standing within the  major
rating categories.

            Moody's Long-Term Debt Ratings

     Aaa  Bonds which are rated `Aaa' are judged to  be
          of the best quality.  They carry the smallest
          degree  of  investment risk and are generally
          referred   to  as  "gilt  edged."    Interest
          payments  are protected by a large or  by  an
          exceptionally stable margin and principal  is
          secure.    While   the   various   protective
          elements  are likely to change, such  changes
          as  can  be  visualized are most unlikely  to
          impair  the fundamentally strong position  of
          such issues.

     Aa   Bonds  which are rated `Aa' are judged to  be
          of  high  quality by all standards.  Together
          with  the  Aaa group they comprise  what  are
          generally  known as high-grade  bonds.   They
          are  rated lower than the best bonds  because
          margins of protection may not be as large  as
          in   Aaa   securities   or   fluctuation   of
          protective   elements  may  be   of   greater
          amplitude  or  there may  be  other  elements
          present which make the long-term risk  appear
          somewhat larger than Aaa securities.

     A    Bonds  which  are  rated  `A'  possess   many
          favorable investment attributes and are to be
          considered as upper-medium-grade obligations.
          Factors  giving  security  to  principal  and
          interest   are   considered   adequate,   but
          elements  may  be  present  which  suggest  a
          susceptibility to impairment some time in the
          future.

     Baa  Bonds which are rated `Baa' are considered as
          medium-grade  obligations  (i.e.,  they   are
          neither highly protected nor poorly secured).
          Interest   payments  and  principal  security
          appear  adequate for the present but  certain
          protective elements may be lacking or may  be
          characteristically unreliable over any  great
          length  of time.  Such bonds lack outstanding
          investment characteristics and in  fact  have
          speculative characteristics as well.

<PAGE>

     Ba   Bonds which are rated `Ba' are judged to have
          speculative elements; their future cannot  be
          considered   as  well-assured.    Often   the
          protection of interest and principal payments
          may  be  very moderate, and thereby not  well
          safeguarded  during both good and  bad  times
          over  the  future.  Uncertainty  of  position
          characterizes bonds in this class.

     B    Bonds  which  are  rated `B'  generally  lack
          characteristics of the desirable  investment.
          Assurance of interest and principal  payments
          or  of  maintenance  of other  terms  of  the
          contract over any long period of time may  be
          small.

     Caa  Bonds  which  are  rated `Caa'  are  of  poor
          standing.   Such issues may be in default  or
          there may be present elements of danger  with
          respect to principal or interest.

     Ca   Bonds   which   are  rated   `Ca'   represent
          obligations which are speculative in  a  high
          degree.  Such issues are often in default  or
          have other marked shortcomings.

     C    Bonds  which  are rated `C'  are  the  lowest
          rated class of bonds, and issues so rated can
          be   regarded   as   having  extremely   poor
          prospects   of   ever  attaining   any   real
          investment standing.

      Moody's applies numerical modifiers 1, 2 and 3 in
each  generic  rating classification from `Aa'  through
`B.'   The  modifier  1 indicates that  the  obligation
ranks in the higher end of its generic rating category;
the  modifier 2 indicates a mid-range ranking; and  the
modifier 3 indicates a ranking in the lower end of that
generic rating category.

Fitch IBCA International Long-Term Debt Credit Ratings

     Fitch IBCA's international debt credit ratings are
applied  to  the spectrum of corporate, structured  and
public   finance.   They  cover  sovereign   (including
supranational   and  subnational),   financial,   bank,
insurance   and  other  corporate  entities   and   the
securities they issue, as well as municipal  and  other
public   finance   entities,   securities   backed   by
receivables    or    other   financial    assets    and
counterparties.  When applied to an entity, these long-
term  ratings assess its general creditworthiness on  a
senior  basis.   When  applied to specific  issues  and
programs, these ratings take into account the  relative
preferential position of the holder of the security and
reflect  the terms, conditions and covenants  attaching
to that security.

     International credit ratings assess  the  capacity
to meet foreign currency or local currency commitments.
Both  "foreign  currency" and "local currency"  ratings
are  internationally comparable assessments.  The local
currency  rating  measures the probability  of  payment
within  the  relevant  sovereign state's  currency  and
jurisdiction and therefore, unlike the foreign currency
rating,  does  not take account of the  possibility  of
foreign   exchange  controls  limiting  transfer   into
foreign currency.

                   Investment Grade

     AAA       Highest  credit quality.  `AAA'  ratings
               denote  the lowest expectation of credit
               risk.  They are assigned only in case of
               exceptionally strong capacity for timely
               payment of financial commitments.   This
               capacity  is  highly  unlikely   to   be
               adversely    affected   by   foreseeable
               events.

     AA        Very  high credit quality.  `AA' ratings
               denote  a very low expectation of credit
               risk.    They   indicate   very   strong
               capacity for timely payment of financial
               commitments.   This  capacity   is   not
               significantly vulnerable to  foreseeable
               events.

     A         High credit quality.  `A' ratings denote
               a  low expectation of credit risk.   The
               capacity for timely payment of financial
               commitments is considered strong.   This
               capacity  may,  nevertheless,  be   more
               vulnerable  to  changes in circumstances
               or  in  economic conditions than is  the
               case for higher ratings.

     BBB       Good   credit  quality.   `BBB'  ratings
               indicate that there is currently  a  low
               expectation   of   credit   risk.    The
               capacity for timely payment of financial
               commitments is considered adequate,  but
               adverse changes in circumstances and  in
               economic  conditions are more likely  to
               impair  this  capacity.   This  is   the
               lowest investment grade category.

<PAGE>

                   Speculative Grade

     BB        Speculative.  `BB' ratings indicate that
               there  is  a possibility of credit  risk
               developing, particularly as  the  result
               of  adverse  economic change over  time;
               however,     business    or    financial
               alternatives may be available  to  allow
               financial commitments to be met.

     B         Highly    speculative.    `B'    ratings
               indicate that significant credit risk is
               present, but a limited margin of  safety
               remains.    Financial  commitments   are
               currently  being met; however,  capacity
               for continued payment is contingent upon
               a   sustained,  favorable  business  and
               economic environment.

   CCC, CC, C  High default risk.  Default     is     a
               real  possibility.  Capacity for meeting
               financial commitments is solely  reliant
               upon  sustained, favorable  business  or
               economic  developments.  A  `CC'  rating
               indicates  that  default  of  some  kind
               appears  probable.  `C'  ratings  signal
               imminent default.

 DDD, DD and D Default.   Securities      are       not
               meeting  current  obligations  and   are
               extremely speculative.  `DDD' designates
               the  highest  potential for recovery  of
               amounts  outstanding on  any  securities
               involved.   For  U.S.  corporates,   for
               example,    `DD'   indicates    expected
               recovery   of   50%  -   90%   of   such
               outstandings,   and   `D'   the   lowest
               recovery potential, i.e. below 50%.

      Duff & Phelps, Inc. Long-Term Debt Ratings

     These  ratings represent a summary opinion of  the
issuer's   long-term   fundamental   quality.    Rating
determination is based on qualitative and  quantitative
factors  which may vary according to the basic economic
and financial characteristics of each industry and each
issuer.  Important considerations are vulnerability  to
economic  cycles  as  well as  risks  related  to  such
factors  as competition, government action, regulation,
technological   obsolescence,   demand   shifts,   cost
structure  and  management depth  and  expertise.   The
projected viability of the obligor at the trough of the
cycle is a critical determination.

     Each rating also takes into account the legal form
of   the   security   (e.g.,  first   mortgage   bonds,
subordinated debt, preferred stock, etc.).  The  extent
of  rating  dispersion  among the  various  classes  of
securities  is determined by several factors  including
relative  weightings of the different security  classes
in  the  capital structure, the overall credit strength
of the issuer and the nature of covenant protection.

     The  Credit Rating Committee formally reviews  all
ratings   once   per  quarter  (more   frequently,   if
necessary).   Ratings of `BBB-` and higher fall  within
the  definition  of  investment  grade  securities,  as
defined  by bank and insurance supervisory authorities.
Structured finance issues, including real estate, asset-
backed  and mortgage-backed financings, use  this  same
rating  scale.   Duff  &  Phelps Credit  Rating  claims
paying  ability ratings of insurance companies use  the
same  scale with minor modification in the definitions.
Thus,  an  investor can compare the credit  quality  of
investment    alternatives   across   industries    and
structural types.  A "Cash Flow Rating" (as  noted  for
specific   ratings)  addresses  the   likelihood   that
aggregate  principal and interest will equal or  exceed
the rated amount under appropriate stress conditions.

Rating Scale   Definition



AAA       Highest credit quality.  The risk factors are
          negligible, being only slightly more
          than for risk-free U.S. Treasury debt.


AA+       High credit quality.  Protection factors are
AA        strong.  Risk is modest but may
AA-       vary  slightly from time to time because  of
          economic conditions.

<PAGE>

A+         Protection factors are average but adequate.
A          However, risk factors are more
A-         variable and greater in periods of  economic
           stress.


BBB+       Below-average protection factors  but  still
BBB        considered sufficient for prudent
BBB-       investment.  Considerable variability in risk
           during economic cycles.


BB+        Below investment grade but deemed likely  to
BB         meet obligations when due.
BB-        Present  or prospective financial protection
           factors fluctuate according to
           industry  conditions  or  company  fortunes.
           Overall quality may move up or
           down frequently within this category.


B+         Below  investment grade and possessing  risk
B          that obligations will not be met
B-         when due.  Financial protection factors will
           fluctuate widely according to
           economic cycles, industry conditions  and/or
           company fortunes.  Potential
           exists  for frequent changes in  the  rating
           within this category or into a higher
           or lower rating grade.


CCC        Well  below  investment  grade  securities.
           Considerable uncertainty exists as to
           timely  payment  of principal,  interest  or
           preferred dividends.
           Protection factors are narrow and risk can be
           substantial with unfavorable
           economic/industry  conditions,  and/or  with
           unfavorable company developments.


DD         Defaulted debt obligations.  Issuer failed to
           meet scheduled principal and/or
           interest payments.


DP         Preferred stock with dividend arrearages.

<PAGE>

                        PART C

                   OTHER INFORMATION

Item 23.  Exhibits

          See "Exhibit Index."

Item 24.  Persons Controlled by or under Common Control
          with Registrant

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

Item 25.  Indemnification

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

              ARTICLE VI INDEMNIFICATION

          The Corporation shall indemnify (a) its
     Directors and officers, 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 of 1940, as amended, 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.

Item  26.  Business and Other Connections of Investment
           Adviser

          Besides serving as the investment adviser  to
     the   Funds,  Frontegra  Asset  Management,   Inc.
     ("Frontegra") is not currently and has not  during
     the  past  two fiscal years engaged in  any  other
     business, profession, vocation or employment of  a
     substantial  nature.   Information  regarding  the
     business  and  other  connections  of  Frontegra's
     directors  and officers is hereby incorporated  by
     reference  to  the  information  contained   under
     "Directors  and  Officers"  in  the  Statement  of
     Additional Information.

Item 27.  Principal Underwriters

     (a)  None

     (b)  None

     (c)  None

Item 28.  Location of Accounts and Records

          All   accounts,  books  or  other   documents
     required to be maintained by section 31(a) of  the
     Investment  Company  Act of  1940  and  the  rules
     promulgated  thereunder are in the  possession  of
     Frontegra  Asset  Management,  Inc.,  Registrant's
     investment  adviser,  at  Registrant's   corporate
     offices,  except  records held and  maintained  by
     Firstar   Bank,  N.A.  and  Firstar  Mutual   Fund
     Services  LLC, 615 E. Michigan Street,  Milwaukee,
     Wisconsin 53202, relating to the former's function
     as custodian and the latter's function as transfer
     agent, administrator and fund accountant.

Item 29.  Management Services

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

<PAGE>

Item 30.  Undertakings.

          Registrant undertakes to furnish each  person
          to  whom  a  prospectus or statement of additional
          information  is  delivered  with  a  copy  of  the
          Registrant's  latest semi-annual or annual  report
          to shareholders, upon request and without charge.
<PAGE>

                      SIGNATURES

     Pursuant to the requirements of the Securities Act
of  1933  and the Investment Company Act of  1940,  the
Registrant certifies that it has duly caused this Post-
Effective   Amendment  No.  11  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  15th  day  of
November, 2000.

                              FRONTEGRA FUNDS, INC. (Registrant)


                              By: /s/ William D. Forsyth III
                                  ------------------------------------
                                  William D. Forsyth III
                                  Co-President


     Pursuant to the requirements of the Securities Act
of  1933, this Post-Effective Amendment No. 11  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     Co-President and a Director   November 15, 2000
----------------------------
William D. Forsyth III


/s/ Thomas J. Holmberg, Jr.    Co-President and a Director   November 15, 2000
----------------------------
Thomas J. Holmberg, Jr.


/s/ David L. Heald             Director                      November 15, 2000
----------------------------
David L. Heald

<PAGE>

                     EXHIBIT INDEX

Exhibit No.    Exhibit

 (a.1) Registrant's Articles of Incorporation(1)

 (a.2) Articles Supplementary to the Registrant's
       Articles of Incorporation dated
       January 14, 1998(2)

 (a.3) Articles Supplementary to the Registrant's
       Articles of Incorporation dated November
       16, 1999(3)

 (a.4) Articles Supplementary to the Registrant's
       Articles of Incorporation dated January 26,
       2001(7)

 (b)   Registrant's By-Laws(1)

 (c)   None

 (d.1) Investment Advisory Agreement dated October 30,
       1996(4)

 (d.2) Exhibit C dated as of February 1, 1998 to the
       Investment Advisory Agreement(2)

 (d.3) Exhibit D dated as of December 31, 1999 to the
       Investment Advisory Agreement(3)

 (d.4) Exhibit E dated as of January 31, 2001 to the
       Investment Advisory Agreement(7)

 (d.5) Subadvisory Agreement between Frontegra and
       Reams dated August 2, 1999, as amended May 8,
       2000(5)

 (d.6) Subadvisory Agreement between Frontegra and
       Northern dated as of November 30, 2000(7)

 (d.7) Subadvisory Agreement between Frontegra and B&H
       dated as of December 31, 1999(3)

 (d.8) Expense Cap/Reimbursement Agreement between
       Frontegra and Frontegra Funds, Inc. dated as of
       February 26, 1999, as amended August 2, 1999(3)

 (d.9) Amendment to Expense Cap/Reimbursement
       Agreement between Frontegra and Frontegra
       Funds, Inc. dated as of December 31, 1999(3)

(d.10) Amendment to Expense Cap/Reimbursement
       Agreement between Frontegra and Frontegra
       Funds, Inc. dated as of October 27, 2000(6)

(d.11) Expense Cap/Reimbursement Agreement
       between Frontegra and the Frontegra Emerging
       Growth Fund dated as of December 31, 1999(3)

(d.12) Amendment to Expense Cap/Reimbursement
       Agreement between Frontegra and the Frontegra
       Emerging Growth Fund dated as of October 27,
       2000(6)

(d.13) Expense Cap/Reimbursement Agreement
       between Frontegra and the Frontegra Investment
       Grade Bond Fund dated as of January 31, 2001(7)

 (e)   None

 (f)   None

 (g.1) Custodian Servicing Agreement(3)

 (g.2) Exhibit A to Custodian Servicing Agreement(7)

 (h.1) Transfer Agent Servicing Agreement(3)

 (h.2) Fund Administration Servicing Agreement(3)

 (h.3) Fund Accounting Servicing Agreement(3)

 (h.4) Exhibit A to Transfer Agent Servicing
       Agreement(7)

 (h.5) Exhibit A to Fund Administration Servicing
       Agreement(7)

 (h.6) Exhibit A to Fund Accounting Servicing
       Agreement(7)

<PAGE>

Exhibit No.    Exhibit

 (i.1) Opinion and Consent of Godfrey & Kahn, S.C.
       dated October 10, 1996(4)

 (i.2) Opinion and Consent of Godfrey & Kahn, S.C.
       dated January 27, 1998(2)

 (i.3) Opinion and Consent of Godfrey & Kahn, S.C.
       dated December 15, 1999(3)

 (i.4) Opinion and Consent of Godfrey & Kahn, S.C.
       dated January __, 2001(7)

 (j)   Consent of Ernst & Young LLP(7)

 (k)   None

 (l)   Initial Subscription Agreements(4)

 (m)   None

 (n)   None

 (o)   Reserved

 (p.1) Code of Ethics for Access Persons of Frontegra
       Funds, Inc. and Frontegra Asset Management,
       Inc., Effective as of October 1, 1996, as
       amended June 15, 1998 and March 1, 2000(5)

 (p.2) Code of Ethics for Access Persons of Reams
       Asset Management Company, LLC(5)

 (p.3) Code of Ethics for Access Persons of Northern
       Capital Management, LLC(5)

 (p.4) Code of Ethics for Access Persons of Berents &
       Hess Capital Management Incorporated(5)


_____________________
(1)  Incorporated by reference to Registrant's
     Form N-1A as filed with the Commission on July 2, 1996.

(2)  Incorporated by reference to Registrant's Form
     N-1A as filed with the Commission on January 28, 1998.

(3)  Incorporated by reference to Registrant's Form N-1A as
     filed with the Commission on December 17, 1999.

(4)  Incorporated by reference to Registrant's Form
     N-1A as filed with the Commission on October 11, 1996.

(5)  Incorporated by reference to Registrant's Form
     N-1A as filed with the Commission on August 28, 2000.

(6)  Incorporated by reference to Registrant's Form
     N-1A as filed with the Commission on October 26, 2000.

(7)  To be filed by amendment.




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