Exhibit 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
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 Company or the
Advisor.
C. "Administrator" means Firstar Mutual Fund
Services, LLC. Prior to September 2, 1999,
Administrator meant Sunstone Financial Group,
Inc.
D. "Advisor" means Frontegra Asset Management,
Inc.
E. "Advisory person" means: (i) any employee of
the Company or the Advisor (or of any company
in a control relationship to the Company or
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
by the Company, 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 Company or the Advisor who obtains
information concerning recommendations made
to the Company with regard to the purchase or
sale of a security by the Company. Advisory
person does not include any person subject to
a Sub-advisor's Code of Ethics.
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.
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H. "Company" means Frontegra Funds, Inc.
I. "Control" shall have the same meaning as that
set forth in Section 2(a)(9) of the Act.
J. "Disinterested director" means a director of
the Company who is not an "interested person"
of the Company within the meaning of Section
2(a)(19) of the Act.
K. "Investment personnel" means (i) any employee
of the Company or the Advisor (or of any
company in a control relationship to the
Company or 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 by the Company; (ii) any
natural person who controls the Company or
the Advisor and who obtains information
concerning recommendations made to the
Company regarding the purchase or sale of
securities by the Company.
L. "Purchase or sale of a security" includes,
among other things, the writing of an option
to purchase or sell a security.
M. "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, commercial paper,
and such other money market instruments
designated by the Company's Board of
Directors.
N. "Sub-advisor" includes Reams Asset Management
Company, LLC, Northern Capital Management
Incorporated and Berents & Hess Capital
Management Incorporated.
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
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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 Company or Advisor.
III. EXEMPTED TRANSACTIONS
The prohibitions of Section V 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 the
Company;
(3) Purchases or sales which are non-volitional
on the part of either the access person or
the Company;
(4) Purchases which are part of an automatic
dividend reinvestment plan;
(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 a Co-President of the Company
because they are only remotely potentially
harmful to the Company because the purchases
or sales would be very unlikely to affect a
highly institutional market, or because they
clearly are not related economically to the
securities to be purchased, sold or held by
the Company.
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IV. POLICY ON SECURITY OWNERSHIP
In addition to the prohibitions contained in Section
V hereof, it is the general policy of the Company
that no access person shall have any direct or
indirect beneficial ownership of any security which
is also owned by the Company. Upon the discovery by
the Company or any access person that an access
person has direct or indirect beneficial ownership
of a security which is also owned by the Company,
such access person shall promptly report such fact
to a Co-President of the Company, and the Co-
President will determine on a case-by-case basis
what action, if any, should be taken by the access
person with respect to the security. If the Co-
President determines that any significant conflict
of interest or potential conflict of interest exists
as a result of such ownership the access person may
be required to divest himself or herself of such
ownership. This policy enumerated in this Section
IV shall not apply to disinterested directors.
V. 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 15-
day period immediately before or after the
access person's transaction, the Company
purchased or sold the security or the Company
or Advisor considered purchasing or selling
the security. However, an access person may
purchase or sell the same securities as the
Company provided the access person executes
both the purchase and the sale of such
securities at the same or worse price as that
received by the Company. An access person
may sell a previously held position in a
security until the security is purchased by
the Company. At the time the Company
purchases the security and as long as the
Company holds the security, the access person
must refrain from selling such security until
all positions in the security have been
liquidated by the Company, except with the
prior written approval of the Compliance
Officer.
With the exception of the Company's disinterested
directors:
B. No person who meets the definition of
investment personnel shall acquire any
securities in an initial public offering.
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C. No person who meets the definition of
Investment Personnel shall acquire securities
pursuant to a private placement without prior
approval from the Company'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 Company and
its shareholders; and
(2) whether the opportunity is being offered
to an individual by virtue of his or her
position with the Company.
The Company 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 Company's subsequent
consideration of an investment in the issuer.
In such circumstances, the Company'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 Company.
E. No access person shall serve on the board of
directors of a publicly traded company
without prior authorization from the
Company's Board of Directors based upon a
determination that the board service would
not be inconsistent with the interests of the
Company and its shareholders. In the event
the board service is authorized, access
persons serving as directors must be isolated
from those making investment decisions
through a "Chinese wall."
F. No access person shall enter an order for a
personal securities transaction without first
obtaining the approval of the Compliance
Officer or his designee. The Compliance
Officer shall obtain approval for personal
securities transactions from a Co-President.
Before effecting such a transaction, the
person shall notify the Compliance Officer or
his designee of the proposed transaction,
including the amount of the transaction and
the security involved. After appropriate
inquiry by the Compliance Officer or his
designee of each Subadvisor, the Compliance
Officer or his designee shall determine
whether such transaction is consistent with
this Code of Ethics and shall promptly
communicate to the person making such request
any determination that the transaction is
inconsistent with this Code.
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Transaction clearances may be obtained only
on the day of the proposed purchase or sale of
the security. The Compliance Officer or his
designee shall maintain and make available
written records of all actions taken under
this Section V(F).
VI. 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 Company's Administrator.
B. With the exception of disinterested
directors, every access person shall report
to the Administrator the information
described in Section VI(E) 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. With the exception of disinterested
directors, every access person shall report
to the Administrator the information
described in Section VI(E) of this Code of
Ethics even if such access person has no
personal securities transactions to report
for the reporting period.
D. A disinterested director of the Company need
only report a transaction in a security if
such director knew or, in the ordinary course
of fulfilling his or her official duties as a
director of the Company, should have known
that, during the 15-day period immediately
before or after the date of the transaction
by the director, such security was purchased
or sold by the Company or was being
considered for purchase or sale by the
Company or Advisor.
E. 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
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(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 VI(E) is the date the
report is received by the Administrator,
which date must be recorded on the report.
F. 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.
G. With the exception of disinterested
directors, every access person shall direct
his or her brokers to supply to the
Administrator, on a timely basis, duplicate
copies of all personal securities
transactions and copies of periodic
statements for all securities accounts.
H. With the exception of disinterested
directors, every access person shall disclose
to the Compliance Officer and the
Administrator 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 June 30th.
Such annual report must be received by the
Administrator and Compliance Officer no later
than July 31st of each year.
VII. COMPLIANCE WITH THE CODE OF ETHICS
A. 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.
B. The Administrator, in conjunction with the
Company's legal counsel, shall prepare a
quarterly report to the Company's Board of
Directors which shall:
(1) Summarize existing procedures concerning
personal investing, if necessary;
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(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 Company's experience
under its Code of Ethics, evolving
industry practices, or developments in
laws or regulations.
C. The quarterly reports shall be summarized in
an annual report to the Company's Board of
Directors and shall include a certification
from the Company and the Advisor stating that
the respective entity has adopted procedures
reasonably necessary to prevent its access
persons from violating this Code of Ethics.
VIII. SANCTIONS
Upon discovering a violation of this Code of Ethics,
the Board of Directors of the Company 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 Company's Board of Directors will be
promptly informed of any serious violations of this
Code of Ethics.
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Appendix 1
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Code of
Ethics dated October 1, 1996, as amended June 8, 1998
and March 1, 2000 and represent:
1. In accordance with Section VI 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:____________________
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Appendix 2
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS
I certify that during the past year:
1. In accordance with Section VI 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:____________________
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FRONTEGRA ASSET MANAGEMENT, INC.
FRONTEGRA FUNDS, INC.
TRADE AUTHORIZATION REQUEST FORM
1. Name of Access Person:
2. If different than (1), name of person in
whose account the trade will occur:
3. Relationship of (2) to (1):
4. Name of Security:
5. Maximum number of shares or units to
be purchased or sold or amount of bond:
6. Check if applicable:Purchase ____ Market Order ____
Sale ____ Limit Order ____ (Limit Order Price: )
7. In connection with the foregoing transaction, I hereby
make the following representations and warranties:
(a) I do not possess any material nonpublic information
regarding the security or the issuer of the security.
(b) To my knowledge:
(1) The securities [are / are not] (circle one)
held by any investment company managed by
Frontegra Asset Management.
(2) There are no outstanding purchase or sell
orders for this security by any investment
company managed by Frontegra Asset Management; and
(3) None of the securities are actively being
considered for purchase or sale by any investment
company managed by Frontegra Asset Management.
(c) The securities are not being acquired in an initial
public offering.
(d) The securities are not being acquired in a private
placement.
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(e) I have read the Frontegra Asset Management Code of
Ethics within the prior 12 months and believe
that the proposed trade fully complies with the requirements
of the Code.
___________________________ _____________________________
Access Person Signature Print Name
CERTIFICATION OF ACCESS PERSON DESIGNEE (if applicable)
The undersigned hereby certifies that the above-named
access person (a) directly instructed me to complete this
Form on his or her behalf, (b) to the best of my knowledge,
was out of the office at the time of such instruction and has
not returned, and (c) confirmed to me that the information
and representations contained in this form are accurate.
__________________________ ______________________
Access Person Designee Print Name
-------------------------------------------------------------
Clearance/Review Decision: Date: / / Time:
Spoke with _________________ at Reams Asset Management on ____/_____/____ at
_________________ AM/PM and/or __________________________ at
Northern Capital Management on ____/____/____ at ____________________
AM/PM and/or________________________ at Berents & Hess Capital Management on
____/____/____ at ______________ AM/PM
The proposed transaction is: APPROVED / DISAPPROVED _____________________
(initials of reviewer)
Comments/notes:
[White Copy: Compliance Officer; Yellow Copy: Access Person]
