Exhibit p.4
CODE OF ETHICS
For Access Persons of
Berents & Hess Capital Management, Inc.
Effective as August 25, 2000
I. DEFINITIONS
A. "Act" means the Investment Company Act of
1940, as amended.
B. "Access person" means any director, officer
or advisory person of the Advisor.
C. "Advisor" means Berents & Hess Capital
Management, Inc.
D. "Advisory Client" means any client (including
both investment companies and managed
accounts) for which the Advisor (i) serves as
investment advisor or subadvisor, (ii)
renders investment advice, or (iii) makes
investment decisions.
E. "Advisory person" means: (i) any employee of
the Advisor (or of any company in a control
relationship to the Advisor), 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 on behalf of any Advisory Client,
or whose functions relate to the making of
any recommendations with respect to such
purchases or sales; and (ii) any natural
person in a control relationship to the
Advisor who obtains information concerning
recommendations made to any Advisory Client
with regard to the purchase or sale of a
security by the Advisory Client.
F. A security is "being considered for purchase
or sale" when a recommendation to purchase or
sell a security has been made and
communicated and, with respect to the person
making the recommendation, when such person
seriously considers making such a
recommendation.
G. "Beneficial ownership" shall be interpreted
in the same manner as it would be in
determining whether a person is subject to
the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated
thereunder, except that the determination of
direct or indirect beneficial ownership shall
apply to all securities which an access
person has or acquires.
H. "Compliance Officer" means the individual
designated as such by the Board of Directors
of the Advisor.
I. "Control" shall have the same meaning as that
set forth in Section 2(a)(9) of the Act.
<PAGE>
J. "Investment Personnel" means (i) any employee
of the Advisor (or of any company in a
control relationship to the Advisor) who, in
connection with his or her regular functions
or duties, makes or participates in making
recommendations regarding the purchase or
sale of securities on behalf of any Advisory
Client; or (ii) any natural person who
controls the Advisor and who obtains
information concerning recommendations made
to any Advisory Client regarding the purchase
or sale of securities by the Advisory Client.
K. "Purchase or sale of a security" includes,
among other things, the writing of an option
to purchase or sell a security.
L. "Security" shall have the meaning set forth
in Section 2(a)(36) of the Act, except that
it shall not include shares of registered
open-end investment companies, direct
obligations of the Government of the United
States, high quality short-term debt
instruments, bankers' acceptances, bank
certificates of deposit and commercial paper.
II. GENERAL FIDUCIARY PRINCIPLES
In addition to the specific principles enunciated in
this Code of Ethics, all access persons shall be
governed by the following general fiduciary
principles:
A. The duty at all times to place the interests of
shareholders above all others;
B. The requirement that all personal securities trans
actions be conducted consistent with this Code of
Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an
individual's position of trust and responsibility; and
C. The fundamental standard that no access person
should take inappropriate advantage of their position
with the Advisor.
III. EXEMPTED TRANSACTIONS
The prohibitions of Section IV of this Code of
Ethics shall not apply to:
(1) Purchases or sales effected in any account
over which the access person has no direct or
indirect influence or control;
(2) Purchases or sales of securities which are
not eligible for purchase or sale by Advisory
Client accounts;
(3) Purchases or sales which are non-volitional
on the part of the access person;
(4) Purchases which are part of an automatic
dividend reinvestment plan;
<PAGE>
(5) Purchases effected upon the exercise of
rights issued by an issuer pro rata to all
holders of a class of its securities, to the
extent such rights were acquired from such
issuer, and sales of such rights so acquired;
and
(6) Purchases or sales which receive the prior
approval of the Compliance Officer because
(i) they are not harmful to any Advisory
Client; (ii) would be very unlikely to affect
a highly institutional market; or (iii)
clearly are not related economically to
securities to be purchased, sold or held by
an Advisory Client.
IV. PROHIBITED ACTIVITIES
A. No access person shall purchase or sell,
directly or indirectly, any security in which
he or she has, or by reason of such
transaction acquires, any direct or indirect
beneficial ownership and which he or she
knows or should have known that during the
two-day period immediately before or after
the access person's transaction, the Advisor
purchased or sold the security on behalf of
any Advisory Client or the Advisor considered
purchasing or selling the security on behalf
of any Advisory Client.
B. No person who meets the definition of
Investment Personnel shall acquire any
securities in an initial public offering.
C. No person who meets the definition of
Investment Personnel shall acquire securities
pursuant to a private placement without prior
approval from the Advisor's Board of
Directors. In determining whether approval
should be granted, the Board of Directors
should consider:
(1) whether the investment opportunity
should be reserved for the Advisor's
clients; and
(2) whether the opportunity is being offered
to an individual by virtue of his or her
position with the Advisor.
The Advisor must maintain a record of any
decision, and the reasons supporting the
decision, to approve the acquisition by
Investment Personnel for at least five years
after the end of the fiscal year in which the
approval is granted. In the event approval
is granted, the access person must disclose
the investment when he or she plays a
material role in the Advisor's subsequent
consideration of an investment in the issuer.
In such circumstances, the Advisor's decision
to purchase securities of the issuer will be
subject to an independent review by
Investment Personnel with no personal
interest in the issuer.
D. No access person shall receive any gift or
other thing of more than de minimis value
from any person or entity that does business
with or on behalf of the Advisor on behalf of
any Advisory Client.
<PAGE>
E. No access person shall serve on the board of
directors of a publicly traded company
without prior authorization from the
Advisor's Board of Directors based upon a
determination that the board service would
not be inconsistent with the interests of the
Advisor and its clients. In the event the
board service is authorized, access persons
serving as directors must be isolated from
those making investment decisions regarding
that security through a "Chinese wall."
V. REPORTING
A. Except for the transactions set forth in
Section III, all securities transactions in
which an access person has a direct or
indirect beneficial ownership interest will
be monitored by the Compliance Officer.
B. Every access person shall report to the
Compliance Officer the information described
in Section V(D) of this Code of Ethics with
respect to the transactions in any security
in which such access person has, or by reason
of such transaction acquires, any direct or
indirect beneficial ownership in the
security.
C. Every access person shall report to the
Compliance Officer the information described
in Section V(D) of this Code of Ethics even
if such access person has no personal
securities transactions to report for the
reporting period.
D. Every report required to be made by this Code
of Ethics shall be made not later than ten
(10) calendar days after the end of the
calendar quarter in which the transaction to
which the report relates was effected, and
shall contain the following information:
(1) The date of the transaction, the title, the
interest rate and maturity date (if applicable), and
the number of shares, and the principal amount of each
security involved;
(2) The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or disposition);
(3) The price of the security at which the transaction
was effected; and
(4) The name of the broker, dealer or bank with or
through whom the transaction was effected.
The determination date for timely compliance
with this Section V(D) is the date the report
is received by the Compliance Officer, which
date must be recorded on the report.
E. Any report filed pursuant to this Code of
Ethics may contain a statement that the
report shall not be construed as an admission
by the person making such report that he or
she has any direct or indirect beneficial
ownership in the security to which the report
relates.
<PAGE>
F. Every access person shall disclose to the
Compliance Officer all personal securities
holdings: (i) within ten (10) days of such
person's commencement of employment and (ii)
in an annual report which reflects such
person's securities holdings as of December
31st. Such annual report must be received by
the Compliance Officer no later than January
30th of each year.
G. The Compliance Officer shall review all
reports required to be submitted pursuant to
this Section V to determine compliance with
the personal trading restrictions in this
Code of Ethics.
VI. COMPLIANCE WITH THE CODE OF ETHICS
A. The Compliance Officer shall maintain a list
of all access persons and shall notify all
access persons of their reporting obligations
under this Code of Ethics.
B. All access persons shall certify annually
that:
(1) They have read and understand the Code
of Ethics and recognize that they are
subject thereto; and
(2) They have complied with the requirements
of the Code of Ethics and disclosed or
reported all personal securities
transactions required to be disclosed or
reported pursuant to the Code.
C. The Compliance Officer shall prepare a
quarterly report to the Board of Directors of
the Advisor which shall:
(1) Summarize existing procedures concerning
personal investing, if necessary;
(2) Identify any violations requiring
remedial action during the past quarter;
and
(3) Identify any recommended changes in
existing restrictions or procedures
based upon the Advisor's experience
under its Code of Ethics, evolving
industry practices, or developments in
laws or regulations.
D. The quarterly reports shall be summarized in
an annual report to the Board of Directors of
Frontegra Funds, Inc. and to the Board of
Directors of any other investment company
Advisory Client and shall include a
certification from the Advisor stating that
it has adopted procedures reasonably
necessary to prevent its access persons from
violating this Code of Ethics.
<PAGE>
VII. CONFIDENTIALITY
No employee shall divulge to any person, government
agency, firm or corporation, during the term of
employment, or any time thereafter, any business
information not then generally available in the
public domain, relating to the business or the
operations of the Advisor regardless of whether
such information was conceived by the employee or
by others, including without limitation, the names
of any clients of the Advisor, or any business
operations or trade secrets which the Advisor
imparts to employees or which the access person may
conceive. Furthermore, no employee shall, on such
person's own behalf or on behalf of anyone else,
directly or indirectly, approach or render service
to any existing Advisory Client should such
person's employment be terminated.
VIII. INSIDER INFORMATION
Having and using material non-public information
concerning public corporations is illegal, whether
for an Advisory Client, a personal account, or by
passing it on to someone else. If any employee
thinks they possess inside information, they should
immediately notify an officer of the Advisor
verbally or in writing. The officers of the
Advisor will then decide on an appropriate course
of action.
IX. SANCTIONS
Upon discovering a violation of this Code of
Ethics, the Board of Directors of the Advisor may
impose such sanctions as it deems appropriate,
including, among other sanctions, a letter of
censure or suspension, or termination of the
employment of the violator. The Advisor's Board of
Directors will be promptly informed of any serious
violations of this Code of Ethics.
<PAGE>
Appendix 1
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Code of
Ethics dated August 25, 2000 and represent:
1. In accordance with Section V of the Code of
Ethics, I will report all securities transactions in
which I have a beneficial interest, except for
transactions exempt from reporting under Section III of
the Code of Ethics.
2. I will comply with the Code of Ethics in all
other respects.
_________________________________
Access Person Signature
________________________________
Print Name
Dated:____________________
<PAGE>
Appendix 2
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE
OF ETHICS
I certify that during the past year:
1. In accordance with Section V of the Code of
Ethics, I have reported all securities transactions in
which I have a beneficial interest except for
transactions exempt from reporting under Section III of
the Code of Ethics and except to the extent disclosed
on an attached schedule.
2. I have complied with the Code of Ethics in all
other respects.
3. I have read and understand the Code of Ethics
and recognize that I am subject to the Code of Ethics.
_________________________________
Access Person Signature
_________________________________
Print Name
Dated:____________________
