FRONTIER FUNDS INC, 485BPOS, 1996-01-05

FRONTIER FUNDS INC
485BPOS, 1996-01-05

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<PAGE> 1

As filed with the Securities and Exchange Commission on January 5, 1996

Registration Nos. 33-43616
811-6449

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. 6 X
---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---

POST-EFFECTIVE AMENDMENT No. 6

(Check appropriate box or boxes)

FRONTIER FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

101 West Wisconsin Avenue, Pewaukee, WI 53072-3433
(Address or Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 414-691-1196

It is proposed that this filing will become effective on January 5, 1996
pursuant to paragraph (b) of Rule 485.

CSC-Lawyers Incorporating Service, 100 Light Street, 6th Floor, Baltimore, MD
21202
--------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
As soon as practical after the effective date
of this Registration Statement

--------------

Pursuant to the provisions of Rule 24f-2(a)(1) under the Investment Company Act
of 1940, registrant hereby elects to register an indefinite number of
securities under the Securities Act of 1933. Registrant has filed a Rule 24f-2
Notice within six months of the fiscal year ended September 30, 1995.

- - -------------------------------------------------------------------------------

<PAGE> 2

FRONTIER FUNDS, INC.

Prospectus January 5, 1996

FREEDOM INVESTORS CORP.
Investment Advisor

FREEDOM INVESTORS CORP.
Distributor

TABLE OF CONTENTS
Page

Table of Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 6

Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . 7

Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Investment Objective, Policies and Risk Considerations . . . . . . . . 9

Other Investment Techniques. . . . . . . . . . . . . . . . . . . . . . 11

Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . 13

Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Investment Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . 18

Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . 20

General Information. . . . . . . . . . . . . . . . . . . . . . . . . . 21

__________________

No dealer, salesman or other person has been authorized to give any information
or to make any representation other than those contained in this Prospectus,
and if given or made, such information or representation may not be relied upon
as being authorized by the Fund, the Advisor, the Distributor or any affiliate
thereof. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy in any state to any person to whom it is
unlawful to make such offer in such state.

2
<PAGE> 3

FRONTIER FUNDS, INC.

CROSS REFERENCE SHEET

(as required by Rule 495)

<TABLE>
<CAPTION>
N-1A Item No. Location
- - ------------- --------

PART A Prospectus Caption
------------------
<S> <C> <C>
Item l. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Table of Fees and
Expenses; and
Prospectus Summary
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . . . . . . Cover Page;
Summary; and Investment
Objective, Policies and
Risk Considerations
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . General Information;
and Management
of the Fund;
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . . . General Information;
Dividends,
Distributions and
Taxes; and Information for
Stockholders
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . . Purchase of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . Redemption of Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . . Legal Proceedings

<CAPTION>
PART B Statement of Additional Information Caption
-------------------------------------------
<S> <C> <C>
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 12. General Information and History . . . . . . . . . . . . . . . . . Not Applicable
Item 13. Investment Objectives and Policies . . . . . . . . . . . . . . . . Basic Investment
Techniques; and Investment
Restrictions
Item 14. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . The Advisor; and Directors and
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Officers
Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . Directors and Officers
Item 16. Investment Advisory and Other Services . . . . . . . . . . . . . . The Advisor; The Distributor
Item 17. Brokerage Allocation and Other Practices . . . . . . . . . . . . . Portfolio Transactions and
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brokerage
Item 18. Capital Stock and Other Securities . . . . . . . . . . . . . . . . Prospectus-General Information;
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . and Determination of Net Asset
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Value
</TABLE>

3
<PAGE> 4

<TABLE>
<S> <C> <C>
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . . . . . . . . . . . . Prospectus-Purchase of Shares:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemption of Shares
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends, Distributions and Taxes
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . Prospectus-Purchase of Shares; The
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributor
Item 22. Calculations of Performance Data . . . . . . . . . . . . . . . . . Investment Performance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Information
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

4
<PAGE> 5

FRONTIER FUNDS, INC.
101 West Wisconsin Avenue, Pewaukee, Wisconsin 53072-3433
Telephone: 414-691-1196

________________________________________________________________________________

PROSPECTUS

JANUARY 5, 1996

The Equity Fund Portfolio (the "Equity Fund") is a separate class or series of
Frontier Funds, Inc. ("Frontier"), a Maryland Corporation, incorporated on
October 24, 1991, and registered as an open-ended, diversified, management
investment company under the Investment Company Act of 1940, whose investment
objective is capital appreciation on its assets. The Equity Fund seeks to
achieve its investment objective by investing primarily in the equity
securities of growth-oriented companies with market values at the time of
investment of greater than $10 million, which the Equity Fund's investment
advisor believes are likely to have growth in revenue and/or earnings and
potential for above-average capital appreciation. The minimum initial
investment is $1,000. Subsequent investments will be a minimum of $50. (See
"Purchase of Shares.") For further information, contact the Equity Fund, at
the address or telephone number shown above.

---------------------

This Prospectus sets forth concisely the information about the Equity Fund a
prospective investor should know before investing in the Equity Fund. A
Statement of Additional Information, dated January 5, 1996 (the "Additional
Statement"), containing additional information about the Equity Fund has been
filed with the Securities and Exchange Commission and is incorporated by
reference into this Prospectus. For a free copy, write or call the Equity Fund
at the telephone number or address set forth above.

---------------------

This Prospectus should be retained
by investors for future reference.

---------------------

________________________________________________________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

5
<PAGE> 6

TABLE OF FEES AND EXPENSES

<TABLE>
<CAPTION>
STOCKHOLDER TRANSACTION EXPENSES:
<S> <C>
Maximum Sales Load Imposed on Purchases....................................8%
Maximum Sales Load Imposed on Reinvested Dividends.........................None
Deferred Sales Load .......................................................None
Redemption Fees........................................................... None
Exchange Fee.............................................................. None

ANNUAL EQUITY FUND OPERATING EXPENSES (as a percentage of average net assets):

Management Fees (a) (after waiver)........................................ 0%
12b-1 Expenses............................................................ NONE

Other Expenses (b)........................................................ 7.08%

Total Equity Fund Operating Expenses (after waiver and expense
reimbursements).................................................. 7.08%

</TABLE>

EXAMPLE:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>

You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period (c) $99 $136 $172 $255

</TABLE>

(a) The Advisor, has agreed to waive payment of its 1% management fee by the
Equity Fund for the previous fiscal year ending September 30, 1995 and the
Advisor may continue to waive payment of its 1% management fee for the
present fiscal year ending September 30, 1996. If the 1% management fee
had been paid in the fiscal year ended September 30, 1995, the Equity
Fund's total operating expenses would have been 8.08% The Advisor, also at
its discretion, may pay any additional expenses of the Equity Fund above
the Management Fee of 1% it deems necessary and appropriate for the
operation of the Equity Fund. The Equity Fund may reimburse the Advisor
for such additional expenses in excess of 1% as the Board of Directors of
Frontier deem appropriate and in accordance with applicable law as long as
those expenses do not exceed the most restrictive state expense
limitations.

(b) Such expenses may include the rental cost of office space for Equity Fund
personnel, the cost of net asset value calculation, custodian and transfer
agency fees, administrator fees and other customary Equity Fund expenses.
Freedom Investors Corp. ("Investors"), has entered into an agreement with
Frontier, pursuant to which Investors will pay all organization expenses
incurred by the Equity Fund. Investors agrees that the Equity Fund shall
have no obligation to reimburse or repay Investors for any organizational
expenses previously paid by it or to be paid by it.

The amounts listed in this example should not be considered as representative
of future expenses and actual expenses may be greater or less than those
indicated. Moreover, while the example assumes a 5% annual return, the Equity
Fund's actual performance will vary and may result in an actual return greater
or less than 5%.

The foregoing table is to assist you in understanding the various direct and
indirect costs and expenses that an investor in the Equity Fund would bear.
Except as reduced by the amount of its expense reimbursement obligations, the
management fee of the Advisor, whose address is the same as the Equity Fund's,
would be an annual fee of 1% of the average daily net assets of the Equity
Fund.

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<PAGE> 7

Financial Highlights

The following Financial Highlights for a share of beneficial interest
outstanding throughout the period shown has been audited by Arthur Andersen,
independent accounts, whose unqualified report on the financial statements
which incorporate this information appears in the Statement of Additional
Information. This table should be read in conjunction with the financial
statements and notes thereto which are contained in the Statement of Additional
Information.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
9/30/95 9/30/94 9/30/93 9/30/92
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of the Period $7.59 $8.68 $9.39 $10.00*

Income from investment operations:

Net investment income (loss) (.47) (.77) (1.12) (1.11)

Net gains or losses on securities (both realized and unrealized) .94 .13 .41 .50
------ ------ ----- -----

Total from investment operation .47 (.64) (.71) (.61)

Less distributions:

Dividends (from net investment income) -- (.27) -- --

Distributions (from capital gains) -- (.18) -- --

Total distributions -- (.45) -- --

Net Asset Value, End of the Period $8.06 $7.59 $8.68 $9.39
====== ====== ===== =====

Total Return*** (6.19)% (7.23)% (7.56)% (12.17)%**

Ratios/Supplemental Data

Net Assets, End of the Period (000's) 1,557 1,188 1,079 332

Ratio of Total Expenses to Average Net Assets 8.08%** 9.61% 14.51% 35.05%**

Ratio of Net Expenses to Average Net Assets 7.08%** 9.55% 13.51% 24.02%**

Ratio of Net Investment Loss to Average Net Assets (7.06)%** (9.40)% (12.36)% (23.10)%**

Portfolio Turnover Rate 100.80% 121.48% 84.66% 0%
</TABLE>

* The period of April 1, 1992 (commencement of operations) through September
30, 1992.

** Annualized.

*** Excluding sales charges.

7
<PAGE> 8

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus:

THE FUND: The Equity Fund is a separate class or series of Frontier
Funds, Inc., a Maryland Corporation, incorporated on October 24, 1991, and
registered as an open-ended, diversified, load, management investment company
under the Investment Company Act of 1940.

INVESTMENT OBJECTIVE: The Equity Fund's investment objective is to
seek capital appreciation on its assets. The Equity Fund will seek to achieve
this objective by investing primarily in equity securities of growth-oriented
companies with total market values at the time of investment of greater than
$10 million which the Equity Fund's investment advisor believes are likely to
have growth in revenues and/or earnings and potential for above average capital
appreciation. Although the Equity Fund may invest up to 25% of its total
assets in nonconvertible debt securities and may use various special investment
techniques, under normal market conditions, the Equity Fund will invest at
least 75% of its total assets in the equity securities of companies described
above. For purposes of this investment policy, equity securities are defined
as: common stocks, preferred stocks, warrants, convertible bonds and
convertible debentures. See "Investment Objectives, Policies and Risk
Considerations" and "Other Investment Techniques."

There is no assurance that the Equity Fund will achieve its
investment objective. The investment objective of the Equity Fund and its
investment restrictions described in the Additional Statement are fundamental
and may not be changed without stockholder approval. Its other investment
policies may be changed by the Board of Directors without stockholder approval.

MANAGEMENT AND FEES: Freedom Investors Corp. (the "Advisor") serves
as the Equity Fund's investment advisor and is compensated for its services and
its related expenses at an annual rate of 1.00% of the Equity Fund's average
daily net assets. This fee is higher than that paid by some mutual funds but
is comparable to other mutual funds which seek capital appreciation. The
Equity Fund is the first investment company the Advisor has managed. See
"Investment Risks" on page 18. Freedom Investors Corp. (the "Distributor"),
will act as distributor for Equity Fund shares.

HOW TO PURCHASE SHARES: Shares of the Equity Fund may be purchased
through certain registered broker-dealers and from American Data Services, Inc.
Transfer Agent for the Equity Fund ("Transfer Agent"), at the public offering
price per share next determined after receipt of an order by either a
registered broker-dealer or the Equity Fund's Transfer Agent, in proper form
with accompanying check or other bank wire payment arrangements satisfactory to
the Equity Fund. The minimum initial investment is $1,000. Subsequent
investments will be a minimum of $50. Investments through an Individual
Retirement Account or other retirement plans, however, have different
requirements. See "Purchase of Shares" and "Retirement Plans."

HOW TO SELL SHARES: Shares of the Equity Fund may be redeemed
through certain registered broker-dealers and the Transfer Agent by the
stockholder at any time at the net asset value per share next determined after
the redemption request is received by either a registered broker-dealer or the
Transfer Agent in proper form. See "Redemption of Shares."

DIVIDENDS AND REINVESTMENT: Each dividend and capital gains
distribution, if any, declared by the Equity Fund on its outstanding shares
will, unless a stockholder elects otherwise, be paid on the payment date in
additional shares of the Equity Fund having an aggregate net asset value as of
the ex-dividend date of such dividend or distribution equal to the cash amount
of such distribution. An election may be changed by notifying the Equity Fund
in writing at any time prior to the record date for a particular dividend or
distribution. There are no sales or other charges in connection with the
reinvestment of dividends and capital gains distributions. There is

8
<PAGE> 9

no fixed dividend rate, and there can be no assurance that the Equity Fund will
pay any dividends or realize any capital gains. However, the Equity Fund
currently intends to pay dividends and capital gains distributions, if any, on
an annual basis. See "Dividends, Distributions and Taxes."

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

The Equity Fund's investment objective is to seek capital appreciation on its
assets by investing primarily in the equity securities of growth- oriented
companies with total market values at the time of investment of greater than
$10 million which the Advisor believes are likely to have growth in revenues
and earnings and potential for above average capital appreciation. Although
the Equity Fund may invest up to 25% of its total assets in nonconvertible debt
securities and may use various special investment techniques, under normal
market conditions, the Equity Fund will invest at least 75% of its total assets
in the equity securities of companies described above. For purposes of this
investment policy, equity securities are defined as: common stocks, preferred
stocks, warrants, convertible bonds and convertible debentures. The Equity
Fund will not permit loans to be made to affiliates of the Equity Fund.

Equity Securities

Common stocks represent the residual ownership interest in the issuer and are
entitled to the income and increase in the value of the assets and business of
the entity after all of its obligations and preferences or preferred stocks are
satisfied. Common stocks generally have voting rights. Common stocks
fluctuate in price in response to many factors including historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rate, investor perceptions and market liquidity.

Equity securities also include preferred stock (whether or not convertible into
common stock) and debt securities convertible into or exchangeable for common
or preferred stock. Preferred stock has a preference over common stock in
liquidation (and generally dividends as well) but is subordinated to the
liabilities of the issuer in all respects. As a general rule the market value
of preferred stock with a fixed dividend rate and no conversion element varies
inversely with interest rates and perceived credit risk, while the market price
of convertible preferred stock generally also reflects some element of
conversion value. Because preferred stock is junior to debt securities and
other obligations of the issuer, deterioration in the credit quality of the
issuer will cause greater changes in the value of a preferred stock than in a
more senior debt security with similar stated yield characteristics. Debt
securities that are convertible into or exchangeable for preferred or common
stock are liabilities of the issuer but are generally subordinated to more
senior debt securities of the issuer. Although such securities also generally
reflect an element of conversion value, their market value also varies with
interest rates and perceived credit risk.

Growth-oriented companies, as described above, offer a greater potential for
capital appreciation. Growth-oriented companies usually have new products or
technologies, new distribution methods, rapid changes in industry conditions
due to regulatory or other developments, changes in management or similar
characteristics that may result not only in the expected growth in revenues but
in an accelerated or above average rate of earnings growth, which would usually
be reflected in capital appreciation. In addition, because they may not be
actively followed by stock analysts, the market may overlook favorable trends
in particular growth companies, and then adjust its valuation more quickly once
investor interest is gained. Growth companies may also be subject to a
valuation catalyst such as increased investor attention, takeover efforts or a
change in management.

The Advisor believes that opportunities for capital appreciation may also be
found in the preferred stock and convertible securities of growth- oriented
companies. This is particularly true in the case of companies that have
performed below expectations at the time the preferred stock or convertible
security was issued. If the company's performance has been poor enough, its
preferred stock and convertible debt securities will trade more like the common
stock than like a fixed income security and may result in above average
appreciation once it becomes apparent that performance is improving. Even if
the credit quality of the company is not in question, the market price of the
convertible security will often reflect little or no element of conversion
value if the price of its common stock has fallen substantially below the
conversion price. This leads to the possibility of capital appreciation if the

9
<PAGE> 10

price of the common stock recovers. Although the Advisor believes that capital
appreciation opportunities may be found in these securities, it does not expect
them to constitute a major portion of the Equity Fund's portfolio. Preferred
stocks and convertible securities are also fixed income securities and
accordingly have many of the same characteristics and risks as nonconvertible
debt securities described below.

Nonconvertible Debt Securities

Under normal market conditions, the Equity Fund may invest up to 25% of its
assets in nonconvertible debt securities. For purposes of this investment
policy, nonconvertible debt securities are defined as: (1) Corporate Bonds,
both rated and unrated, unrated bonds are more speculative in nature than rated
bonds; (2) Government Securities which include securities of, or guaranteed
by, the U.S. Government, its agencies or instrumentalities; (3) Commercial
Paper which include commercial paper of companies rated A-1 or A-2 by Standard
& Poor's Corporation ("S&P") or rated P-1 or P-2 by Moody's Investors Service,
Inc. ("Moody's"). Fixed income securities rated, at the time of investment,
less than BBB by Standard & Poor's Corporation ("S&P") or Baa by Moody's or
which are unrated but of comparable quality in the judgment of the Advisor, are
not investment grade and are viewed by the rating agencies as being
predominantly speculative in character and are characterized by substantial
risk concerning payments of interest and principal, sensitivity to economic
conditions and changes in interest rates, as well as by market price volatility
and/or relative lack of secondary market trading, among other risks.

The market values of fixed income securities generally fall when interest rates
rise and, conversely, rise when interest rates fall. The Advisor would want to
take advantage of rising bond prices. Lower rated and unrated fixed income
securities tend to reflect short term corporate and market developments to a
greater extent than higher rated fixed income securities, which react primarily
to fluctuations in the general level of interest rates. These lower rated or
unrated securities generally have higher yields, but as a result of factors
such as reduced creditworthiness of issuers, increased risk of default and a
more limited and less liquid secondary market, are subject to greater
volatility and risk of loss of income and principal than are higher rated
securities. The Advisor will attempt to reduce such risk through portfolio
diversification, credit analysis, and attention to trends in the economy,
industries and financial markets.

Investing in lower rated securities, which are often known as "junk bonds,"
entail certain risks which should be considered by investors contemplating an
investment in the Equity Fund. Those risks include the following:

Youth and Volatility of the High-Yield Market

Although the market for high-yield bonds has been in existence for many years,
including periods of economic downturns, the high-yield market grew rapidly
during the long economic expansion which took place in the United States during
the 1980s. During that economic expansion, the use of high-yield debt
securities to fund highly leveraged corporate acquisitions and restructurings
increased dramatically. As a result, the high-yield market grew substantially
during that economic expansion. In its present size and form, the high-yield
market has not weathered a protracted recession. Although experts disagree on
the impact such a stagnant or recessionary period would have on the high-yield
market, some analysts believe such an economic downturn would severely disrupt
the market for high-yield bonds, would adversely affect the value of
outstanding bonds and would adversely affect the ability of high-yield issuers
to repay principal and interest. Those analysts cite recent volatility in the
high-yield market as evidence for their position. It is likely that protracted
periods of economic uncertainty would result in increased volatility in the
market prices of high-yield bonds, an increase in the number of high-yield bond
defaults and corresponding volatility in the Equity Fund's net value.

Redemptions

If, as a result of volatility in the high-yield market or other factors, the
Equity Fund experiences substantial net redemptions of the Equity Fund's shares
for a sustained period of time (i.e., more shares of the Equity Fund are
redeemed than are purchased), the Equity Fund may be required to sell
securities without regard to the investment merits of the securities to be
sold. If the Equity Fund sells a substantial number of securities to generate
proceeds for redemptions, the asset base of the Equity Fund will decrease and
the Equity Fund's expense ratio may increase.

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<PAGE> 11

Liquidity and Valuation

The secondary market for high-yield securities is currently dominated by
institutional investors, including mutual funds, savings and loan institutions
and other financial institutions. There is generally no established retail
secondary market for high-yield securities. As a result, the secondary market
for high-yield securities is more limited and less liquid than other secondary
securities markets. The high-yield secondary market is particularly
susceptible to liquidity problems when the institutions which dominate it
temporarily cease buying bonds for regulatory, financial or other reasons, such
as the recent savings and loan crisis. A less liquid secondary market makes it
more difficult for the Equity Fund to obtain precise valuations of the
high-yield securities in its portfolio. During periods involving such
liquidity problems, judgment plays a greater role in valuing high-yield
securities than is normally the case. The secondary market for high yield
securities is also generally considered to be more likely to be disrupted by
adverse publicity and investor perceptions than the more established secondary
securities markets. The Equity Fund's privately placed high-yield securities
may be particularly susceptible to the liquidity and valuation risks outlined
above.

Legislative Action and Proposals

There are a variety of legislative actions which have recently been taken or
which are currently being considered by the United States Congress which could
adversely affect the market for high-yield bonds. For example, one proposal
seeks to eliminate or reduce the deductibility of interest paid on high-yield
bonds used to finance corporate acquisitions. Also, recently enacted
legislation has, with some exceptions, generally prohibited federally-insured
savings and loan institutions from investing in high-yield securities. These
and other legislative actions could result in further tightening of the
secondary market for high-yield issues, could reduce the number of new
high-yield securities being issued and could make it more difficult for the
Equity Fund to attain its investment objective.

Zero Coupon Bonds and Payment-In-Kind Bonds

Although the Equity Fund may not generally purchase a substantial amount of
zero coupon bonds or payment-in-kind ("PIK") bonds, from time to time the
Equity Fund may acquire zero coupon bonds and, to a lesser extent, PIK bonds.
Zero coupon bonds and PIK bonds are generally considered to be more
interest-sensitive than income bearing bonds, to be more speculative than
interest bearing bonds, and to have certain tax consequences which could, under
certain circumstances, be adverse to the Equity Fund. For example, the Equity
Fund accrues, and is required to distribute to stockholders, income on its zero
coupon bonds. However, the Equity Fund may not receive the cash associated
with this income until the bonds are sold or mature. If the Equity Fund did
not have sufficient cash to make the required distribution of accrued income,
the Equity Fund could be required to sell other securities in its portfolio or
to borrow to generate the cash required.

If the Advisor believes that stocks in general are overvalued, or that interest
rates may rise substantially, or that the general economic environment may be
deteriorating, the Advisor may assume a temporary defensive position and may
invest up to 100% of the Equity Fund's assets in high quality commercial paper
and U.S. government securities such as U.S. Treasury Bills and U.S. Treasury
Notes. If the Advisor assumes a temporary defensive position, the Equity Fund,
at that time, may not follow the investment objectives as stated in this
Prospectus.

OTHER INVESTMENT TECHNIQUES

Foreign Securities

The Equity Fund may invest up to 25% of its total assets in the securities of
non-U.S. issuers. These investments involve certain risks not ordinarily
associated with investments in securities of domestic issuers. These risks
include fluctuations in foreign exchange rates, future political and economic
developments, and the possible imposition of exchange controls or other foreign
governmental laws or restrictions. In addition, with respect to

11
<PAGE> 12

certain countries, there is the possibility of expropriation of assets,
confiscatory taxation, political or social instability or diplomatic
developments which could adversely affect investments in those countries.

There may be less publicly available information about a foreign company than
about a U.S. company, and foreign companies may not be subject to accounting,
auditing and financial reporting standards and requirements comparable to or as
uniform as those of U.S. companies. Non-U.S. securities markets, while
growing in volume, have, for the most part, substantially less volume than U.S.
markets, and securities of many foreign companies are less liquid and their
prices more volatile than securities of comparable U.S. companies. Transaction
costs of investing in non-U.S. securities markets are generally higher than in
the U.S. There is generally less government supervision and regulation of
exchanges, brokers and issuers than there is in the U.S. The Equity Fund might
have greater difficulty taking appropriate legal action in non- U.S. courts.
Non-U.S. markets also have different clearance and settlement procedures which
in some markets have at times failed to keep pace with the volume of
transactions, thereby creating substantial delays and settlement failures that
could adversely affect the Equity Fund's performance.

Dividend and interest income from non-U.S. securities will generally be subject
to withholding taxes by the country in which the issuer is located and may not
be recoverable by the Equity Fund or the investor.

Corporate Reorganizations

The Equity Fund may invest without limit in securities for which a tender or
exchange offer has been made or announced and in securities of companies for
which a merger, consolidation, liquidation or similar reorganization proposal
has been announced if, in the judgment of the Advisor, there is a reasonable
prospect of capital appreciation significantly greater than the added portfolio
turnover expenses inherent in the short term nature of such transactions. The
principal risk is that such offers or proposals may not be consummated within
the time and under the terms contemplated at the time of the investment, in
which case, unless such offers or proposals are replaced by equivalent or
increased offers or proposals which are consummated, the Equity Fund may
sustain a loss. For further information on such investments, see "Basic
Investment Techniques" in the Additional Statement.

Warrants and Rights

The Equity Fund may invest up to 5% of its total assets in warrants or rights
(other than those acquired in units or attached to other securities) which
entitle the holder to buy equity securities at a specific price during or at
the end of a specific period of time. The Equity Fund will not invest more
than 2% of its total assets in warrants or rights which are not listed on the
New York or American Stock Exchanges.

Securities purchased under a forward commitment are subject to market
fluctuation, and no interest (or dividends) accrues to the Equity Fund prior to
the settlement date. The Equity Fund will segregate with its Custodian, the
Star Bank, N.A., located at the Star Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202 (the "Custodian"), cash or liquid high-grade debt
securities in an aggregate amount at least equal to the amount of its
outstanding forward commitments.

When Issued, Delayed Delivery Securities and Forward Commitments

The Equity Fund may enter into forward commitments for the purchase or sale of
securities, including on a "when issued" or "delayed delivery" basis in excess
of customary settlement periods for the type of security involved. In some
cases, a forward commitment may be conditioned upon the occurrence of a
subsequent event, such as approval and consummation of a merger, corporate
reorganization or debt restructuring, i.e., a when and if issued security.
When such transactions are negotiated, the price is fixed at the time of the
commitment, with payment and delivery taking place in the future, generally a
month or more after the date of the commitment. While the Equity Fund will
only enter into a forward commitment with the intention of actually acquiring
the security, the Equity Fund may sell the security before the settlement date
if it is deemed advisable.

12
<PAGE> 13

Loans of Portfolio Securities

To increase income, the Equity Fund may lend its portfolio securities to
registered securities broker-dealers or financial institutions if: (1) the loan
is collateralized in accordance with applicable regulatory requirements (2) the
loan is subject to termination by the Equity Fund at any time, (3) the Equity
Fund receives reasonable interest or fee payments on the loan, (4) the Equity
Fund is able to exercise all voting rights with respect to the loaned
securities and (5) the loan will not cause the value of all loaned securities
to exceed 33% of the value of the Equity Fund's assets. Although the Equity
Fund has no current intention to do so, it may also enter into repurchase
agreements which are considered to be loans collateralized by the underlying
securities.

If the borrower fails to maintain the requisite amount of collateral, the loan
automatically terminates and the Equity Fund could use the collateral to
replace the securities while holding the borrower liable for any excess of
replacement cost over the value of the collateral. As with any extension of
credit, there are risks of delay in recovery and in some cases even loss of
rights in collateral should the borrower of the securities fail financially.

Borrowing

The Equity Fund may not borrow money except for (1) short-term credits from
banks as may be necessary for the clearance of portfolio transactions, and (2)
borrowings from banks for temporary or emergency purposes, including the
meeting of redemption requests, which would otherwise require the untimely
disposition of its portfolio securities. Borrowing for any purpose including
redemptions or reverse repurchase agreements may not, in the aggregate, exceed
5% of assets after giving effect to the borrowing and borrowing for purposes
other than meeting redemptions may not exceed 5% of the value of the Equity
Fund's assets after giving effect to the borrowing. The Equity Fund will not
make additional investments when borrowings exceed 5% of assets. The Equity
Fund may mortgage, pledge or hypothecate assets to secure such borrowings.

Portfolio Turnover

The investment policies of the Equity Fund may lead to frequent changes in
investments, particularly in periods of rapidly fluctuating interest or
currency exchange rates. The portfolio turnover may be higher than that of
other investment companies. It is not the intention of the Equity Fund nor the
advisor to engage in short-term trading. A higher portfolio turnover rate may
result in higher expenses and certain tax consequences. While it is impossible
to predict with certainty the portfolio turnover, the Advisor expects that the
annual turnover rate of the Equity Fund will not exceed 100%.

Portfolio turnover generally involves some expense to the Equity Fund,
including brokerage commissions or dealer mark-ups and other transaction costs
on the sale of securities and reinvestment in other securities. Rapid turnover
makes it more difficult for the Equity Fund to qualify as a pass-through entity
for federal tax purposes in view of a requirement that the Equity Fund obtain
less than 30% of its gross income in any tax year from gains on the sale of
securities held less than three months. The portfolio turnover rate is
computed by dividing the lesser of the amount of the securities purchased or
securities sold by the average monthly value of securities owned during the
year (excluding securities whose maturities at acquisition were one year or
less).

MANAGEMENT OF THE FUND

The Advisor

Frontier's Board of Directors (who, with its officers, are described in the
Additional Statement) has overall responsibility for the management of the
Equity Fund. The Board of Directors decides upon matters of general policy and
reviews the actions of Freedom Investors Corp., the Distributor and the
Advisor, which is a Wisconsin corporation formed in 1988 by James R. Fay ("Mr.
Fay"), the President. The Advisor is located at 101 West Wisconsin Avenue,
Pewaukee, Wisconsin 53702-3433. The Advisor is a registered Investment Advisor
with the Securities and Exchange Commission. Mr. Fay, President of the
Advisor, is the person who is primarily responsible for the day-to-day
management of the Equity Fund Portfolio. Neither the Advisor nor Mr. Fay has

13
<PAGE> 14

advised any other Mutual Fund. The principal occupation of Mr. Fay during the
last five years has been his role as President of Freedom Financial, Inc.,
Freedom Investors Corp. and Frontier Funds. Pursuant to an Investment Advisory
Agreement with Frontier, the Advisor under the supervision of Frontier's Board
of Directors, provides a continuous investment program for the Equity Fund's
portfolio; provides investment research and makes and executes recommendations
for the purchase and sale of securities. As compensation for its services and
the related expenses borne by the Advisor, the Equity Fund pays the Advisor a
fee, computed daily and payable monthly, equal, on an annual basis, to 1.00% of
the Equity Fund's average daily net assets, which is higher than that paid by
some mutual funds but is comparable to other mutual funds which seek capital
appreciation. The Advisor, at its own discretion, may pay any additional
expenses of the Equity Fund above the management fee of 1% it deems necessary
and appropriate for the operation of the Equity Fund. The Equity Fund may
reimburse the Advisor for any additional expenses in excess of 1% as the Board
of Directors of Frontier deems appropriate and in accordance with applicable
law.

In addition to the fees of the Advisor, the Equity Fund is responsible for the
payment of all its other expenses incurred in the operation of the Equity Fund,
which include, among other things, expenses for legal and independent
accountant's services, costs of printing all materials sent to stockholders,
charges of the Custodian, the Transfer Agent and any persons hired by the
Equity Fund, Securities and Exchange Commission fees, fees and expenses of
unaffiliated directors, accounting and printing costs, the Equity Fund's pro
rata portion of membership fees in trade organizations, fidelity bond coverage
for the Equity Fund's officers and employees, interest, brokerage and other
trading costs, taxes, expenses of qualifying the Equity Fund for sale in
various jurisdictions, expenses of personnel performing stockholder servicing
functions, litigation and other extraordinary or nonrecurring expenses and
other expenses properly payable by the Equity Fund.

All brokerage commissions paid by Frontier for the purchase and sale of assets
of the Equity Fund will be paid to non-affiliated broker/dealers.

The net asset value per share as of September 30, 1995 was $8.06 representing
an increase of $.47 per share, which represents a total return of 6.19%. The
Fund maintained its investment strategy consistent with the stated investment
objectives and limitations. This strategy has resulted in a net gain on
investments.

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENTS
IN THE FRONTIER FUNDS, INC., EQUITY FUND PORTFOLIO
AND THE S&P 500.

Average Annual Total Return:
Year 4 = 6.19%

<TABLE>
<CAPTION> Frontier Funds S&P
Equity Portfolio 500
---------------- ---------
<S> <C> <C>
4/1/92 $10,000 $10,000

9/30/95 7,866 14,996

</TABLE>

14
<PAGE> 15

The Administrator

Frontier has entered into an Administrative Services Agreement ("Administrative
Agreement") with American Data Services, Inc. (the "Administrator"), whose
principal offices are located at 755 New York Avenue, Huntington, New York
11743. Pursuant to the Administrative Agreement, the Administrator coordinates
the administrative services necessary for the Equity Fund's operations between
the Equity Fund's Custodian, Transfer Agent, legal counsel and independent
accountants. These administrative services do not include the investment
advisory and portfolio management services of the Advisor. For these services
and the related expenses borne by the Administrator, the Equity Fund pays the
Administrator a fee computed daily and payable monthly, at the greater of
$2,000 or based upon the total assets of the Equity Fund, at a rate of 1/12th
of 0.10% on the first $75 million of the average total monthly assets, 0.05% on
the next $100 million of the average total monthly assets and 0.03% on the
average total assets excess of $175 million monthly. All fees quoted above
will be discounted 15% for the initial term of the Administrative Agreement.
The initial term of the Administrative Agreement is three (3) years. In
addition, the Equity Fund will reimburse the Administrator its reasonable
out-of-pocket expenses for travel, in connection with travel requested by the
Equity Fund or the Equity Fund's Advisor which, together with the services to
be rendered and both parties retain the right unilaterally to terminate the
arrangement on not less than 60 days' notice.

PURCHASE OF SHARES

Shares of the Equity Fund may be purchased through certain registered
broker-dealers and from the Transfer Agent for the Equity Fund, at the public
offering price per share next determined which is equal to their net asset
value plus a sales charge. The minimum initial investment is $1,000.
Subsequent investments will be a minimum of $50. Investments through an
Individual Retirement Account or other retirement plans, however, have
different requirements (see "Retirement Plans").

Shares purchased through registered broker-dealers are sold at the public
offering price per share as described above next determined after receipt of an
order by a registered broker-dealer. For residents of the State of Nebraska,
the Equity Fund will only accept orders from broker-dealers registered in the
State of Nebraska. Shares purchased through the Transfer Agent, are sold at
the public offering price per share next determined after receipt of an order
by the Transfer Agent in proper form with accompanying check or bank wire
payment arrangements satisfactory to the Equity Fund. Although most
stockholders elect not to receive stock certificates, certificates for whole
shares only can be obtained on specific written request to the Transfer Agent.

Prospectuses, sales material and applications may be obtained from the
Distributor. The Equity Fund and its Distributor reserve the right in their
sole discretion (1) to suspend the offerings of the Equity Fund's shares and
(2) to reject purchase orders when, in the judgment of the Equity Fund's
management, such rejection is in the best interest of the Equity Fund.

The net asset value per share of the Equity Fund is determined as of the close
of the regular session of the New York Stock Exchange, which is generally 4
p.m., New York City time, on each day that trading is conducted on the New York
Stock Exchange by dividing the value of the Equity Fund's net assets (i.e., the
value of its securities and other assets less its liabilities, including
expenses payable or accrued but excluding capital stock and surplus) by the
number of shares outstanding at the time the determination is made.

In the calculation of the Equity Fund's net asset value: (1) a portfolio
security listed or traded on the New York or American Stock Exchanges or quoted
by National Association of Securities Dealers Automated Quotations, Inc.
("NASDAQ") is valued at its last sale price on that exchange (if there were no
sales that day, the security is valued at the closing bid); (2) all other
portfolio securities for which over-the-counter market quotations are readily
available are valued at the latest bid quotation; and (3) when market
quotations are not readily available, portfolio securities are valued at their
fair value as determined in good faith under procedures established by and
under the general supervision of the Equity Fund's directors (valuation of debt
securities for which market prices of securities which are comparable in
coupon, rating and maturity or an appropriate matrix utilizing similar
factors).

15
<PAGE> 16

Portfolio securities for which market quotations are readily available are
valued at market value as determined by the last quoted sale price prior to the
valuation time on the valuation date in the case of securities traded on
securities exchanges or other markets for which such information is available.
Other readily marketable securities are valued at the latest available bid
price for such securities prior to the valuation time. All other assets are
valued at fair value as determined by or under the supervision of the Board of
Directors of Frontier. See "Determination of Net Asset Value" in the
Additional Statement.

<TABLE>
<CAPTION>
Discount or Commission
Sales Charge As % Sales Charge As % to Dealers as % of
Initial Sales Charge of Net Amount Invested of the Public Offering Price Offering Price
-------------------- ---------------------- --------------------------- -------------------------
<S> <C> <C> <C>
Amount of Purchase
- - ------------------
Less than $5,000,000 8.7% 8% 7.5%
$5,000,000 and over 0% 0% 0%
</TABLE>

Mail

To make an initial purchase by mail, send a completed subscription order form
with a check for the amount of the investment payable to "Frontier Funds, Inc.,
Equity Fund," to: Frontier Funds, Inc., 101 West Wisconsin Avenue, Pewaukee,
Wisconsin 53072-3433 or Star Bank, N.A., via mail: Frontier Funds, Inc., Equity
Fund, Location 0222, Cincinnati, Ohio 45264-0222; via Federal Express: Star
Bank, N.A., Frontier Funds, Inc., Equity Fund, 425 Walnut Street, M.L., 6118,
Cincinnati, Ohio 45202.

Subsequent purchases do not require a completed application and can be made by
(1) mailing a check to the same address noted above or by (2) bank wire, as
indicated below. The exact name and number of the stockholder's account should
be clearly indicated.

Checks will be accepted if drawn in U.S. currency on a domestic bank for less
than $100,000. U.S. dollar checks drawn against a non-U.S. bank may be subject
to collection delays and will be accepted only upon actual receipt of funds by
the Transfer Agent. Bank collection fees may apply.

Bank Wire

To purchase shares of the Equity Fund using the wire system for transmittal of
money among banks, an investor should first telephone the Transfer Agent for
the Equity Fund, at 1-800-231-2901 to obtain a new account number. The
investor should then instruct a Federal Reserve System member bank to wire
Funds to:

Star Bank, N.A.
ABA # 042-00001-3
Frontier Funds, Inc., Equity Fund
Acct. # 8512162
For Further Credit to:

Account Name (Your Name)
Personal Account No. of (Your Frontier Funds, Inc., Account Number)

For initial purchases, the investor should promptly complete and mail the
subscription order form to the address shown above for mail purchases. There
may be a charge by your bank for transmitting the money by bank wire but
Transfer Agent does not charge investors in the Equity Fund for the receipt of
wire transfers. If you are planning to wire Funds, it is suggested that you
instruct your bank early in the day so the wire transfer can be accomplished
the same day.

16
<PAGE> 17

Personal Delivery

Deliver a check made payable to "Frontier Funds, Inc., Equity Fund" along with
a completed subscription order form to: Frontier Funds, Inc., 101 West
Wisconsin Avenue, Pewaukee, Wisconsin 53072-3433 or Star Bank, N.A., Mutual
Fund Custody Unit, 425 Walnut Street, Sixth Floor, Cincinnati, Ohio 45202.

Automatic Investment Plan

The Equity Fund offers an automatic monthly investment plan, details of which
can be obtained from the Distributor. There is a $1,000 minimum initial
investment for accounts establishing an automatic investment plan.

Systematic Withdrawal Plan

The Equity Fund offers a systematic withdrawal program for stockholders whereby
they can authorize an automatic redemption on a monthly, quarterly or annual
basis. To be eligible for the Systematic Withdrawal Plan, a stockholder must
have an Equity Fund account value of $10,000 or more. Details can be obtained
from the Distributor.

Other Investors

No minimum initial investment is required for officers, directors or full-time
employees of the Equity Fund, the Advisor, the Distributor or their affiliates,
registered representatives with sales agreements, certain broker-dealers,
including members of the "immediate family" of such individuals and retirement
plans and trusts for their benefit, and shares may be purchased by the
above-mentioned at net asset value. The term "immediate family" refers to
spouses, children and grandchildren (adopted or natural), parents,
grandparents, siblings, a spouse's siblings, a sibling's spouse and a sibling's
children.

Reduced Sales Charges

A reduction of sales charge rates may be obtained as follows:

Right of Accumulation

The Right of Accumulation refers to the waiving of the sales charge assessed on
purchases of shares by single purchasers at the point at which such purchases
aggregate $5,000,000, provided that all previously purchased shares are still
held by the purchaser. A "single purchaser" (as defined below) is not subject
to any sales charge under the following example: if a previous purchase
currently valued in the amount of $1,000,000 had been made subject to a sales
charge and the shares are still held, a current purchase of $4,000,000 will
qualify for a 0% sales charge. The reduced sales charge is applicable only to
current purchases.

The term "single purchaser" refers to (1) an individual, (2) an individual and
spouse purchasing shares of the Equity Fund for their own account or for trust
or custodial accounts for their minor children, or (3) a trustee or other
fiduciary purchasing for any one trust, estate, or fiduciary account (including
a pension, profit sharing or other employee benefit trust created pursuant to a
plan qualified under Sections 401 or 403 of the Internal Revenue Code (the
"Code") but not for a group formed to acquire shares). To be entitled to a
reduced sales charge for shares already owned, the investor must notify the
Distributor or the Transfer Agent at the time of the purchase that he or she
wishes to take advantage of such entitlement, and give the numbers of his or
her accounts, and those accounts held in the name of his or her spouse or for
minor children, the age of any such child and the specific relationship of each
such person to the investor.

17
<PAGE> 18

Letter of Intent

By initially investing at least $1,000 and submitting an executed Letter of
Intent to the Distributor at the time of initial investment, a "single
purchaser" may make purchases of shares of the Equity Fund during a 13-month
period at the reduced sales charge rates applicable to the aggregate amount of
the intended purchases stated in the Letter.

INVESTMENT RISKS

The Advisor has not previously provided advisory services to an investment
company. Consequently, the advisor will be continuing to develop its
investment analysis systems contemporaneous with providing investment advice
to the Equity Fund.

All investments, including those in mutual funds, have risks. No investment is
suitable for all investors. The Equity Fund is designed for long term
investors who can accept the fluctuations in portfolio value and other risks
associated with seeking to maximize capital appreciation through investment in
securities. There can be no assurance that the Equity Fund will achieve its
objective.

The Equity Fund diversifies its securities holdings to reduce risk. Although
risk cannot be eliminated, diversification reduces the impact of any single
investment. The Equity Fund may invest in both large and small companies.
Investments in small companies involve greater risk than is customarily
associated with more established companies. Smaller companies often have
limited product lines, markets, management personnel, research and/or financial
resources. The securities of small companies, which may be thinly capitalized,
may have more limited marketability and be subject to more abrupt or erratic
market movements than securities of larger companies or the market averages in
general.

The Equity Fund is a start-up management investment company and may be merged,
sold or liquidated, at the discretion of its Board of Directors, if its net
assets are less than $1 million after two years of operation pursuant to SEC
Section 3.09(3), Wisconsin Administrative Code.

Any investment by the Equity Fund in medium or long term interest bearing
obligations has the risk of principal fluctuation due to changing interest
rates and the ability of the issuer to repay the obligation at maturity.
Certain risk factors are also associated with other investment practices of the
Equity Fund (none of which is expected to involve more than 25% of the Equity
Fund's net assets), including investing in debt securities and investing in
foreign securities. Although the Equity Fund does not purchase securities with
a view of rapid turnover, there are no limitations on the length of time
portfolio securities must be held. The Equity Fund's portfolio turnover rate
is not expected to exceed 100%. A high rate of portfolio turnover may result
in increased transaction expenses and the realization of capital gains and
losses. The Equity Fund's Advisor has not previously served as an advisor to a
mutual fund.

REDEMPTION OF SHARES

Upon receipt by the Transfer Agent of a redemption request in proper form as
described below in the next paragraph, shares of the Equity Fund will be
redeemed at their next determined net asset value (see "Purchase of Shares for
Determination of Net Asset Value"). Redemption requests received after the
time as of which the Equity Fund's net asset value is determined on a
particular day will be redeemed at the net asset value of the Equity Fund
determined on the next day that net asset value is determined. In the early
stages of the Equity Fund, a significant redemption could adversely affect the
net asset value of the Equity Fund. Checks for redemption process will
normally be mailed to the stockholder's address of record within seven days,
but will not be mailed until all checks in payment for the purchase of the
shares to be redeemed have been honored, which may take up to 15 days. The
proceeds of a redemption may be more or less than the amount invested and,
therefore, a redemption may result in gain or loss for income tax purposes.
Redemptions of $5,000 or more require a signature guarantee. Redemption
requests in proper form may be made by letter to the Transfer Agent,
specifying: (1) the name of the Equity Fund, (2) the dollar amount or number
of shares to be redeemed and (3) the account number. The letter must be signed

18
<PAGE> 19

in exactly the same way the account is registered (if there is more than one
owner of the shares, all must sign) and, if any certificates for the shares to
be redeemed are outstanding, presentation of such certificates properly
endorsed is also required. Signatures on a redemption request that is going to
other than the address of record or is made payable to other than the
registered owner(s) must be guaranteed in a manner acceptable to the Transfer
Agent. Other redemption restrictions may apply depending upon the type of
account. Please contact the Transfer Agent for information on other redemption
restrictions. Stockholders may also redeem Equity Fund shares through certain
registered broker-dealers at the net asset value next determined after receipt
of the order in proper form by the broker-dealer, who have made arrangements
with the Equity Fund permitting them to redeem shares by proper written form
and who may charge stockholders a fee for this service.

Further documentation, such as copies of corporate resolutions and instruments
of authority, are normally requested from corporations, administrators,
executors, personal representatives, trustees or custodians to evidence the
authority of the person or entity making the redemption request.

The Equity Fund may suspend the right of redemption or postpone the date of
payment for more than seven days during any period when (1) trading on the New
York Stock Exchange is restricted or the Exchange is closed, other than
customary weekend and holiday closings; (2) the Securities and Exchange
Commission has by order permitted such suspension or (3) an emergency, as
defined by rules of the Securities and Exchange Commission, exists making
disposal of portfolio investments or determination of the value of the net
assets of the Equity Fund not reasonably practicable.

To minimize expenses, the Equity Fund reserves the right to involuntarily
redeem, upon not less than 30 days notice, all shares of the Equity Fund in an
account (other than an IRA) which has a value below $500. However, a
stockholder will be allowed to make additional investments prior to the date
fixed for redemption to avoid liquidation of the account.

RETIREMENT PLANS

The Equity Fund has available a form of Individual Retirement Account ("IRA")
for investment in Equity Fund shares which may be obtained from the
Distributor. The minimum investment required to open an IRA for investment in
shares of the Equity Fund is $1,000 for an individual except that both the
individual and his or her spouse may establish separate IRAs if their combined
investment is $1,250. There is no minimum for additional investment in an IRA
account.

Investors who are self-employed may purchase shares of the Equity Fund through
tax deductible contributions to retirement plans for self-employed persons,
known as Keogh or H.R. 10 plans. The Equity Fund does not currently act as
Sponsor for such plans.

Equity Fund shares may also be a suitable investment for other types of
qualified pension or profit sharing plans which are employer-sponsored,
including deferred compensation or salary reduction plans known as 401(k) Plans
which give participants the right to defer portions of their compensation for
investment on a tax deferred basis until distributions are made from the plans.
The minimum initial investment for an individual under such plans is $50.00 and
a $50.00 minimum for additional investments. Under the Internal Revenue Code
of 1986 (the "Code"), individuals may make wholly or partly tax deductible IRA
contributions of up to $2,000 annually, depending on whether they are active
participants in an employer-sponsored retirement plan and on their income
level. However, dividends and distributions held in the account are not taxed
until withdrawn in accordance with the provisions of the Code. An individual
with a non-working spouse may establish a separate IRA for the spouse under the
same conditions and contribute a maximum of $2,250 annually to either or both
IRAs provided that no more than $2,000 may be contributed to the IRA of either
spouse.

Investors should be aware that they may be subject to penalties or additional
tax on contributions or withdrawals from IRAs or other retirement plans which
are not permitted by the applicable provisions of the Internal Revenue Code.
Persons desiring information concerning investments through IRA accounts or
other retirement plans should write or telephone the Distributor.

19
<PAGE> 20

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each dividend and capital gains distribution, if any, declared by the Equity
Fund on its outstanding shares will, unless the stockholder elects otherwise,
be paid on the payment date fixed by the Board of Directors in additional
shares of the Equity Fund having an aggregate net asset value as to the
ex-dividend date of such dividend or distribution equal to the cash amount of
such distribution. An election to receive dividends and distributions may be
changed by notifying the Equity Fund in writing at any time prior to the record
date for a particular dividend or distribution. There are no sales or other
charges in connection with the reinvestment of dividends and capital gains
distributions. There is no fixed dividend rate, and there can be no assurance
that the Equity Fund will pay any dividends or realize any capital gains.
However, the Equity Fund currently intends to pay dividends and capital gains
distributions, if any, on an annual basis.

The Equity Fund intends to qualify for tax treatment as a "Regulated Investment
Company" under subchapter M of the Internal Revenue Code in order to be
relieved of Federal income tax on that part of its net investment income and
realized capital gains which it pays out to its stockholders. In order to
qualify as a Regulated Investment Company and to avoid payment of taxes at the
fund level, the Equity Fund will distribute substantially all of the net
ordinary income and net capital gains to its stockholders as described above.

The Equity Fund must meet the Code's diversification requirement that, at the
end of each calendar quarter, no more than 25% of the Fund's assets may be
invested in securities of a single issuer and at least 50% of the assets of the
Equity Fund must be invested in cash, cash items, receivables, U.S. Government
Securities, securities of other regulated investment companies and securities
of other issuers limited with respect to any one issuer to not more than 5% of
the assets of the Equity Fund. The Equity Fund (i) must also derive at least
90% of its annual gross income from certain specified sources and (ii) may not
derive 30% or more of its annual gross income from the disposition of
securities (or foreign currency positions not directly related to the Equity
Fund's principal business of investing in securities) held for less than three
months. The U.S. Treasury Department is authorized to promulgate regulations
under which certain foreign currency gains realized by the Equity Fund may no
longer be regarded as qualifying income under the 90% requirement.

All distributions, other than long-term capital gain distributions and
exempt-interest dividends, are taxable as ordinary income. Distributions of
long-term capital gains, if designated as such by the Equity Fund, are taxable
as such, regardless of how long the stockholder has owned shares in the Equity
Fund. If a stockholder disposes of shares at a loss before having held the
shares for longer than six months, such loss will be treated as a long-term
capital loss to the extent a stockholder has received a long-term capital gains
dividend on the shares. Equity Fund distributions are taxable whether
distributed to stockholders in cash or additional shares. However, many
tax-exempt entities may not be subject to tax on Equity Fund distributions.

The Code generally requires the Equity Fund to distribute, prior to December 31
in each year without regard to its fiscal year end, 98% of its ordinary income
for that year and 98% of the capital gain net income, if any, realized in the
one-year period ending on October 31 in that year. Distributions declared and
payable to stockholders of record in October, November or December and paid in
January will be treated for Federal income tax purposes as if received by the
stockholder in December. To the extent that the distribution requirement for a
calendar year is not met, a 4% nondeductible excise tax on the undistributed
amount would be assessed against the Equity Fund.

The Transfer Agent will send stockholders and the Internal Revenue Service an
annual statement detailing federal tax information, including information about
dividends and distributions (both taxable and tax-exempt) paid to stockholders
during the preceding year. This statement should be kept as a permanent
record. A fee may be charged for any duplicate information requested.

Before investing in the Equity Fund individuals are advised to check the
consequences of local and state tax laws, and the consequences for any
retirement plan offering tax benefits.

20
<PAGE> 21

GENERAL INFORMATION

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Equity Fund is a separate class or series of stock of Frontier Funds, Inc.,
a Maryland corporation ("Frontier"), incorporated on October 24, 1991, and
registered as an open-ended, diversified, load, management investment company
under the Investment Company Act of 1940. The authorized capital stock
consists of 200,000,000 shares of common stock having a par value of ($.01) per
share. Frontier's Board of Directors is authorized to divide the unissued
shares into one or more classes of common stock (which may be referred to as
Portfolios, Funds or series), each class representing a separate, additional
Fund portfolio, and to fix the number of shares in any such class. The board
has initially designated one class or series of common stock to be known as
"The Equity Fund Portfolio," and has allocated 80,000,000 of the common shares
to this class.

Shares of all classes will have identical voting rights, except where by law,
certain matters must be approved by a majority of the shares of the affected
class. Each share of any class of shares when issued has equal dividend,
liquidation and voting rights within the class for which it was issued and each
fractional share has those rights in proportion to the percentage that the
fractional share represents of a whole share. Shares will be voted in the
aggregate.

There are no conversion or preemptive rights in connection with any shares of
the Equity Fund. All shares, when issued in accordance with the terms of the
offering, will be fully paid and nonassessable. Shares will be redeemed at net
asset value, at the option of the stockholder.

The Equity Fund sends semiannual and annual reports to all of its stockholders
which include a list of portfolio securities and the Equity Fund's financial
statements which shall be audited annually.

The shares of the Equity Fund have noncumulative voting rights which means that
the holders of more than 50% of the shares can elect 100% of the directors if
the holders choose to do so, and, in that event, the holders of the remaining
shares will not be able to elect any person or persons to the Board of
Directors. Unless specifically requested in writing to the Transfer Agent by
an investor who is a stockholder of record, the Equity Fund does not issue
certificates evidencing Equity Fund shares.

Frontier will hold annual stockholder meetings only in the years in which
directors are required to be elected. Special meetings of the stockholders
will be held for the consideration of proposals requiring stockholder approval
by law, such as changing fundamental policies or upon the written request of
25% of the Equity Fund's outstanding shares. The directors will promptly call
a meeting of stockholders to consider the removal of a director or directors
when requested to do so by the holders of not less than 10% of the outstanding
shares and that stockholders will receive communication assistance in
connection with calling such a meeting.

The initial purchase of capital stock of the Equity Fund ("Initial Capital
Stock") was made on March 9, 1992, by Freedom Financial, Inc., a Wisconsin
corporation ("Freedom"), which is the parent company of the Advisor of the
Equity Fund. Freedom has disclosed to the Equity Fund its intention to redeem
the Initial Capital Stock on or before April 18, 1992, as permitted by law.

STOCKHOLDER APPROVAL

Other than elections of directors, which is by plurality, any matter for which
stockholder approval is required by the General Corporation Law of Maryland and
the Investment Company Act of 1940, requires the affirmative vote of at least a
"majority" (as defined by the Investment Company Act of 1940) of the
outstanding voting securities of the Equity Fund of Frontier at a meeting
called for the purpose of considering such approval. A majority of the Equity
Fund's outstanding securities is the lesser of (1) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
present in person or by proxy or (2) more than 50% of the outstanding shares.

21
<PAGE> 22

LEGAL PROCEEDINGS

Their are currently no pending material legal proceedings against the Equity
Fund, Frontier Funds, Inc., Freedom Investors Corp., the Equity Fund's
Investment Advisor and Distributor and Freedom Financial, Inc., the Advisor's
parent corporation.

PERFORMANCE INFORMATION

The Equity Fund may furnish data about its investment performance in
advertisements, sales literature and reports to stockholders. "Total return"
represents the annual percentage change in value of $1,000 invested at the
maximum public offering price for the one and five year periods and the life of
the Equity Fund through the most recent calendar quarter, assuming reinvestment
of all dividends and distributions. Quotations of "yield" will be based on the
investment income per share earned during the particular 30 day period, less
expenses accrued during the period, with the remainder being divided by the
maximum offering price per share on the last day of such period. The Equity
Fund may also furnish total return and yield calculations for other periods
and/or based on investments at various sales charge levels or net asset values.
Any performance data which is based on the Equity Fund's net asset value per
share would be reduced if a sales charge were taken into account.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Star Bank, N.A., is the Custodian for the Equity Fund's cash and securities.
The Custodian is located at the Star Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202. American Data Services, Inc. performs the Transfer
Agent and Stockholder Services on behalf of the Equity Fund and is located at
755 New York Avenue, Huntington, New York 11743. Also, the Transfer Agent and
Custodian do not assist in and are not responsible for investment decisions
involving assets of the Equity Fund.

INDEPENDENT ACCOUNTANTS

Arthur Andersen & Co., has been appointed independent accountants for the
Equity Fund.

INFORMATION FOR STOCKHOLDERS

All stockholder inquiries regarding administrative procedures including the
purchase and redemption of shares should be directed to the Distributor,
Freedom Investors Corp., 101 West Wisconsin Avenue, Pewaukee, Wisconsin
53072-3433. For assistance, call 414-691-1196.

This Prospectus omits certain information contained in the Registration
Statement filed with the Securities and Exchange Commission. Copies of the
Registration Statement, including items omitted herein, may be obtained from
the Commission by paying the charges prescribed under its rules and
regulations. The Statement of Additional Information included in such
Registration Statement may be obtained without charge from the Equity Fund or
its Distributor.

22
<PAGE> 23

FRONTIER FUNDS, INC.

101 WEST WISCONSIN AVENUE
PEWAUKEE, WISCONSIN 53072-3433
Telephone: 414-691-1196

STATEMENT OF ADDITIONAL INFORMATION

January 5, 1996

This Statement of Additional Information ("Additional Statement")
relates to The Equity Fund Portfolio (the "Equity Fund") which is a separate
class or series of Frontier Funds, Inc. ("Frontier"), a Maryland corporation
registered as an open ended, diversified, load, management investment company
under the Investment Company Act of 1940 (the "1940 Act"), and is not a
prospectus and is only authorized for distribution when preceded or accompanied
by the Equity Fund's Prospectus dated January 5, 1996, as supplemented from
time to time (the "Prospectus"). This Statement of Additional Information
contains additional and more detailed information than set forth in the
Prospectus and should be read in conjunction with the Prospectus, additional
copies of which may be obtained without charge by writing or telephoning the
Equity Fund at the address and telephone number as set forth above.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Investment Objective, Policies and Risk Considerations . . . . . . . . . . . . . . . . . 24

Basic Investment Techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Management of The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Capital Stock and Other Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Purchase and Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Investment Performance Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

23
<PAGE> 24

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

BASIC INVESTMENT TECHNIQUES

Securities Subject to Reorganization

The Equity Fund may invest in securities for which a tender or exchange offer
has been made or announced and in securities of companies for which a merger,
consolidation, liquidation or reorganization proposal has been announced if, in
the judgment of Freedom Investors Corp. (the "Advisor"), there is a reasonable
prospect of capital appreciation significantly greater than the brokerage and
other transaction expenses involved.

In general, securities which are the subject of such an offer or proposal sell
at a premium to their historic market price immediately prior to the
announcement of the offer or may also discount what the stated or appraised
value of the security would be if the contemplated transaction were approved or
consummated. Such investments may be advantageous when the discount
significantly overstates the risk of the contingencies involved; significantly
undervalues the securities, assets or cash to be received by stockholders of
the prospective portfolio company as a result of the contemplated transaction;
or fails adequately to recognize the possibility that the offer or proposal may
be replaced or superseded by an offer or proposal of greater value. The
evaluation of such consistencies requires unusually broad knowledge and
experience on the part of the Advisor which must appraise not only the value of
the issuer and its component businesses, as well as the assets or securities to
be received as a result of the contemplated transaction but also the financial
resources and business motivation of the offeror and the dynamics and business
climate when the offer or proposal is in process. In making these investments,
the Equity Fund will not violate any of its investment restrictions including
the requirement that: (a) as to 75% of its total assets, it will not invest
more than 5% of its total assets in the securities of any one issuer, and (b)
it will not invest more than 25% of its total assets in any one industry.
Since such investments are ordinarily short-term in nature, they will tend to
increase the turnover ratio of the Equity Funds, thereby increasing its
brokerage and other transaction expenses, as well as make it more difficult for
the Equity Fund to meet the test for favorable tax treatment as a "Regulated
Investment Company" under Subchapter M of the Internal Revenue Code of 1986
(the "Code") (see "Dividends, Distributions and Taxes" in the Prospectus). The
Advisor intends to select investments of the type described which, in its view,
have a reasonable prospect of capital appreciation which is significant in
relation to both risk involved and the potential of available alternative
investments, as well as to monitor the effect of such investments on the tax
qualifications test of the Code.

Nonconvertible Debt Securities

Under normal market conditions, the Equity Fund may invest up to 25% of its
assets in nonconvertible debt securities. For purposes of this investment
policy, nonconvertible debt securities are defined as: (1) Corporate Bonds,
both rated and unrated (unrated bonds are more speculative in nature than rated
bonds); (2) Government Securities which include securities of, or guaranteed
by, the U.S. Government, its agencies or instrumentalities; (3) Commercial
Paper which include commercial paper of companies rated A-1 or A-2 by Standard
& Poor's Corporation ("S&P") or rated P-1 or P-2 by Moody's Investors Service,
Inc. ("Moody's"). Fixed income securities rated, at the time of investment,
less than BBB by Standard & Poor's Corporation ("S&P") or Baa by Moody's or
which are unrated but of comparable quality in the judgment of the Advisor, are
not investment grade and are viewed by the rating agencies as being
predominantly speculative in character and are characterized by substantial

24
<PAGE> 25

risk concerning payments of interest and principal, sensitivity to economic
conditions and changes in interest rates, as well as by market price volatility
and/or relative lack of secondary market trading, among other risks.

If the Advisor believes that stocks in general are overvalued, or that interest
rates may rise substantially, or that the general economic environment may be
deteriorating, the Advisor may assume a temporary defensive position and may
invest up to 100% of the Equity Fund's assets in high quality commercial paper
and short term U.S. government securities such as Treasury Bills and Treasury
Notes.

Warrants and Rights

When Issued, Delayed Delivery Securities and Forward Commitments

The Equity Fund may enter into forward commitments for the purchase or sale of
securities, including on a "when issued" or "delayed delivery" basis in excess
of customary settlement periods for the type of security involved. In some
cases, a forward commitment may be conditioned upon the occurrence of a
subsequent event, such as approval and consummation of a merger, corporate
reorganization or debt restructuring, i.e., a when, as and if issued security.
When such transactions are negotiated, the price is fixed at the time of the
commitment, with payment and delivery taking place in the future, generally a
month or more after the date of the commitment. While the Equity Fund will
only enter into a forward commitment with the intention of actually acquiring
the security, the Equity Fund may sell the security before the settlement date
if it is deemed advisable.

Borrowing

The Equity Fund may not borrow money except for (1) short-term credits from
banks as may be necessary for the clearance of portfolio transactions, and (2)
borrowings from banks for temporary or emergency purposes, including the
meeting of redemption requests, which would otherwise require the untimely
disposition of its portfolio securities. Borrowing for any purpose including
redemptions may not, in the aggregate, exceed 5% of assets after giving effect
to the borrowing and borrowing for purposes other than meeting redemptions may
not exceed 5% of the value of the Equity Fund's assets after giving effect to
the borrowing. The Equity Fund will not make additional investments when
borrowings exceed 5% of assets. The Equity Fund may mortgage, pledge or
hypothecate assets to secure such borrowings.

25
<PAGE> 26

Loans of Portfolio Securities

To increase income, the Equity Fund may lend its portfolio securities to
securities broker-dealers or financial institutions if: (1) the loan is
collateralized in accordance with applicable regulatory requirements (2) the
loan is subject to termination by the Equity Fund at any time, (3) the Equity
Fund receives reasonable interest or fee payments on the loan, (4) the Equity
Fund is able to exercise all voting rights with respect to the loaned
securities and (5) the loan will not cause the value of all loaned securities
to exceed 33% of the value of the Equity Fund's assets.

MANAGEMENT OF THE FUND

The Advisor

The Advisor, Freedom Investors Corp., is a Wisconsin corporation with principal
offices located at 101 West Wisconsin Avenue, Pewaukee, Wisconsin 53072-3433.
The Advisor is a wholly-owned subsidiary of Freedom Financial, Inc., a
Wisconsin corporation, incorporated on September 25, 1985. Freedom Financial,
Inc.'s main business is acting as a holding company, but does derive
approximately 5% of its revenues from the sale of life insurance. James R. Fay
("Mr. Fay") is the majority stockholder of Freedom Financial, Inc. and serves
as its President, as well as President of the Advisor.

Pursuant to an Investment Advisory Agreement (the "Agreement"), which was
unanimously approved by Frontier's initial directors who are not a party to the
Agreement nor interested persons, on February 12, 1992, and by Freedom
Financial, Inc., the sole initial stockholder of the Equity Fund, on March 9,
1992, the Advisor furnishes a continuous investment program for the Equity
Fund's portfolio, makes the day-to-day investment decisions for the Equity
Fund, arranges the portfolio transactions for the Equity Fund and generally
manages the Equity Fund's investments in accordance with the stated policies of
the Equity Fund, subject to the general supervision of the Board of Directors
of Frontier.

The Agreement provides that absent willful misfeasance, bad faith, gross
negligence or reckless disregard of its duty, the Advisor and its employees,
officers, directors and controlling persons are not liable to the Equity Fund
or any of its investors for any act or omission by the Advisor or for any error
of judgment or for losses sustained by the Equity Fund. The Agreement in no
way restricts the Advisor from acting as advisor to others.

The Agreement is terminable without penalty by Frontier on not more than 60
days' written notice when authorized by the directors of Frontier, by the
holders of a majority, as defined in the 1940 Act, of the outstanding shares of
the Equity Fund, or by the Advisor. The Agreement will automatically terminate
in the event of its assignment, as defined in the 1940 Act, and rules
thereunder except to the extent otherwise provided by order of the Securities
and Exchange Commission or any rule under the 1940 Act and except to the extent
the 1940 Act no longer provides for automatic termination, in which case the
approval of a majority of the disinterested directors is required for any
"assignment." The Agreement provides that, unless terminated, it will remain in
effect until two years from the date of its execution and from year to year
thereafter, so long as continuance of the Agreement is approved annually by the
Board of Directors of the Frontier, or the stockholders of the Equity Fund and
in either case, by a majority vote of the directors who are not parties to the
Agreement or "interested persons" of any such person, as defined in the 1940
Act cast in person at a meeting called specifically for the purpose of voting
on the continuance of the Agreement.

The Agreement also provides that the Advisor is obligated to reimburse to the
Equity Fund any amount up to the amount of its advisory fee, 1% of the average
daily net asset value of the Equity Fund, by which its aggregate expenses,
including advisory fees payable to the Advisor (but excluding interest, taxes,
brokerage commissions, extraordinary expenses and any other expenses not
subject to the applicable expense limitation), during the portion of any fiscal
year in which the Agreement is in effect, exceed the most restrictive expense
limitation imposed by the securities law of any jurisdiction in which the
shares of the Equity Fund are registered or qualified for sale. Such
limitation is currently believed to be 2.5% of the first $30 million of average
net assets, 2% of the next $70 million of average net assets and 1.5% of
average net assets in excess of $100 million. For purposes of this

26
<PAGE> 27

expense limitation, Equity Fund expenses are accrued monthly and the monthly
fee otherwise payable to the Advisor is postponed to the extent that the
includable Equity Fund expenses exceed the proportionate amount of such
limitation to date. The Advisor, at its own discretion, may pay any additional
expenses of the Equity Fund above the management fee of 1% it deems necessary
and appropriate for the operation of the Equity Fund. The Equity Fund may
reimburse the Advisor for any additional expenses in excess of 1% as the Board
of Directors of Frontier deem appropriate and in accordance with applicable
law.

The Administrator

Frontier has entered into an Administrative Services Agreement with American
Data Services, Inc. whose principal offices are located at 755 New York Avenue,
Huntington, New York 11743 (the "Administrator"), pursuant to which the
Administrator will coordinate administrative services necessary for the Equity
Fund's operations, between the Equity Fund's Custodian and Transfer Agent,
legal counsel and independent accountants. These administrative services do
not include the investment advisory and portfolio management services provided
by the Advisor. For such services and the related expenses borne by the
Administrator, the Fund pays a fee computed daily and payable monthly based
upon a percent of the average net assets of the Fund as described in the
Prospectus (See Management of the Fund) which, together with the services to be
rendered, both parties retain the right unilaterally to terminate the
arrangement on not less than 60 days' notice.

The Distributor

Frontier has entered into a Distribution Agreement with Freedom Investors Corp.
(the "Distributor"), a Wisconsin corporation, having its principal offices
located at 101 West Wisconsin Avenue, Pewaukee, Wisconsin 53072-3433. The
Distributor acts as agent of the Equity Fund for the continuous offering of its
shares on a best-efforts basis.

The Distribution Agreement is terminable by the Distributor or Frontier at any
time without penalty on not more than 60 nor less than 30 days' written notice,
provided that termination by Frontier must be directed or approved by the Board
of Directors of Frontier, by the votes of the holders of a majority of the
outstanding securities of the Equity Fund or by written consent of a majority
of the directors who are not "interested persons" as defined in the 1940 Act of
Frontier or the Distributor. The Distribution Agreement will automatically
terminate in the event of its assignment, as defined in the 1940 Act. The
Distribution Agreement provides that, unless terminated, it will remain in
effect one year from the date it is executed and from year to year thereafter,
so long as continuance of the Distribution Agreement is approved annually by
Frontier's Board of Directors or by a majority of the outstanding voting
securities of the Equity Fund, and in either case, by a majority of the
directors who are not interested persons of Frontier or the Distributor.

Directors and Officers

The directors and executive officers of Frontier, their principal business
occupations during the past five years and their affiliations, if any, with the
Advisor are shown below. Directors deemed to be "interested persons" of
Frontier for purposes of the 1940 Act are indicated by an asterisk.

<TABLE>
<CAPTION>
Principal Occupation During
Name and Address Position(s) held with Registrant Last Five Years
---------------- -------------------------------- ---------------
<S> <C> <C>
*James Russell Fay President, Treasurer and Director President, Freedom Investors Corp.
101 West Wisconsin Ave. and Freedom Financial, Inc.;
Pewaukee, WI 53072-3433 Branch Manager, Dreher &
Associates
</TABLE>

27
<PAGE> 28

<TABLE>
<CAPTION>
Principal Occupation During
Name and Address Position(s) held with Registrant Last Five Years
---------------- -------------------------------- ---------------
<S> <C> <C>
*William Thomas Duero Vice President, Secretary and Vice President, Freedom Investors
101 West Wisconsin Ave. Director Corp. and previously for Freedom
Pewaukee, WI 53072-3433 Financial, Inc.; Assistant
Manager, Handy Andy; Registered
Representative, Dreher &
Associates; Purchasing Agent,
Wickes Lumber

Kenneth Wayne Coshun Director Registered Pharmacist and owner of
224 Lake Street Lake Pharmacy of Pewaukee, Inc.,
Pewaukee, WI 53072-3433 Pewaukee, Wisconsin

Scott Wayne Hanson Director President, Moll & Hanson Builders,
N56 W30983 County Highway K Inc. Construction Contractor;
Hartland, WI 53029 Carpenter Foreman, Dakota
Construction

Jeffrey Scott Ackley, CPA Director Owner/Accountant, Ackley
101 West Wisconsin Ave. Associates CPAs;
Pewaukee, WI 53072 Tax Manager, Regal Ware;
Senior Tax Accountant, Ernst &
Whinney
</TABLE>

Both Mr. Fay and Mr. Duero hold officer and/or director positions with Freedom
Investors Corp., the Equity Funds' Investment Advisor and Distributor.

The officers and directors of Frontier as a group, own less than 1% of the
shares of stock of the Equity Fund.

As of the effective date of the Registration Statement, the initial
shareholder, Freedom Financial, Inc., owned all of the Equity Fund's
outstanding voting securities.

Frontier pays each director who is not an employee of the Advisor or an
affiliated company an annual fee of $1,000 and $500 for each meeting of the
Board of Directors attended by the director, and reimburses directors for
certain travel and other out-of-pocket expenses incurred by them in connection
with attending such meetings. Directors and officers of Frontier who are
employed by the Advisor or an affiliated company receive no compensation or
expense reimbursement from Frontier.

INVESTMENT RESTRICTIONS

The Equity Fund's investment objective and the following investment
restrictions are fundamental and cannot be changed without the approval of the
holders of a majority of the Equity Fund's outstanding voting securities
(defined in the 1940 Act as the lesser of (a) more than 50% of the outstanding
shares or (b) 67% or more of the shares represented at a meeting at which more
than 50% of the outstanding shares are represented). All other investment
policies or practices are considered by the Equity Fund not to be fundamental
and accordingly may be changed without stockholder approval. If a percentage
restriction on investment or use of assets set forth below is adhered to at the
time a transaction is effected, later changes in percentage resulting from
changing market values or total assets of the Equity Fund will not be
considered a deviation from policy. The Equity Fund may not:

(1) with respect to 75% of its total assets, invest more than 5% of
the value of its total assets (taken at market value at time of
purchase) in the outstanding securities of any one issuer or own

28
<PAGE> 29
more than 10% of the outstanding voting securities of any one
issuer, in each case other than securities issued or guaranteed by
the U.S. Government or any agency or instrumentality thereof;

(2) invest 25% or more of the value of its total assets in any one
industry;

(3) issue senior securities (including borrowing money, including on
margin if margin securities are owned and through entering into
reverse repurchase agreements) in excess of 5% of its total assets
(including the amount of senior securities issued but excluding any
liabilities and indebtedness not constituting senior securities)
except that the Equity Fund may borrow up to an additional 5% of its
total assets for temporary purposes; or pledge its assets other than
to secure such issuances or in connection with hedging transactions,
short sales, when-issued and forward commitment transactions and
similar investment strategies. The Equity Fund's obligations under
the foregoing types of transactions and investment strategies are not
treated as senior securities;

(4) make loans of money or property to any person, except through
loans of portfolio securities, the purchase of fixed income
securities consistent with the Equity Fund's investment objective and
policies or the acquisition of securities subject to repurchase
agreements;

(5) underwrite the securities of other issuers, except to the extent
that in connection with the disposition of portfolio securities or
the sale of its own shares the Equity Fund may be deemed to be an
underwriter;

(6) invest for the purpose of exercising control over management of
any company;

(7) purchase real estate or interests therein other than
mortgage-backed securities and similar instruments;

(8) purchase or sell commodities or commodity contracts;

(9) invest more than 5% of its total assets in restricted and
illiquid securities and security units that may not be offered or
sold to the public without registration under the Securities Act of
1933;

(10) make any short sale of securities, excluding short selling
against the box;

(11) invest more than 5% of its total assets in the securities
of unseasoned issuers, to include equity securities of issuers which
are not readily marketable;

(12) invest in puts, calls, straddles, spreads, and any
combination thereof;

(13) invest in oil, gas, or other mineral exploration or
development programs; or

(14) invest more than 10% of its total assets in the securities
of one or more investment companies or in one or more real estate
investment trusts.

In order to permit the sale of the Equity Fund's shares in certain states, the
Equity Fund may make commitments more restrictive than the investment policies
and limitations described above. Should the Equity Fund determine that any
such commitment is no longer in the best interests of the Equity Fund, it will
revoke the commitment by terminating sales of its shares in the state involved.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisor is authorized on behalf of the Equity Fund to employ brokers to
effect the purchase or sale of portfolio securities with the objective of
obtaining prompt, efficient and reliable execution and clearance of such
transactions

29
<PAGE> 30

at the most favorable price obtainable ("best execution") at reasonable
expense. Transactions in securities other than those for which a securities
exchange is the principal market are generally done through a principal market
maker. However such transactions may be effected through a brokerage firm and
a commission paid whenever it appears that the broker can obtain a more
favorable overall price. All brokerage commissions paid by the Equity Fund
will be paid to non-affiliated brokers. In general, there may be no stated
commission in the case of securities traded on the over-the-counter markets,
but the prices of those securities may include undisclosed commissions or
markups. The Equity Fund also expects that securities will be purchased at
times in underwritten offerings where the price includes a fixed amount of
compensation generally referred to as the underwriter's concession or discount.

The Advisor may in the future act as Advisor to others. It is the practice of
the Advisor to cause purchase and sale transactions to be allocated among the
Equity Fund and others whose assets they manage in such manner as it deems
equitable. In making such allocations among the Equity Fund and other client
accounts, the main factors considered are the respective investment objectives,
the relative size of portfolio holdings of the same or comparable securities,
the availability of cash for investment, the size of investment commitments
generally held and the opinions of the persons responsible for managing the
portfolios of the Equity Fund and other client accounts.

The policy of the Equity Fund regarding purchases and sales of securities for
its portfolio is that primary consideration will be given to obtaining the most
favorable prices and efficient execution of transactions. In seeking to
implement the Equity Fund's policies, the Advisor effects transactions with
those brokers and dealers who the Advisor believes provide the most favorable
prices and are capable of providing efficient executions. If the Advisor
believes such price and execution are obtainable from more than one broker or
dealer, it may give consideration to placing portfolio transactions with those
brokers and dealers who also furnish research and other services to the Equity
Fund or the Advisor of the type described in section 28(e) of the Securities
Exchange Act of 1934. In doing so, the Equity Fund may also pay higher
commission rates than the lowest available when the Advisor believes it is
reasonable to do so in light of the value of the brokerage and research
services provided by the broker effecting the transaction. Such services may
include, but are not limited to, any one or more of the following: information
as to the availability of securities for purchase or sale; statistical or
factual information or opinions pertaining to investment wire services; and
appraisals or evaluations of portfolio securities.

CAPITAL STOCK AND OTHER SECURITIES

The Capital Stock of the Equity Fund is summarized in the prospectus under
"General Information."

PURCHASE AND REDEMPTION OF SHARES

The procedures for purchasing shares of the Equity Fund are summarized in the
prospectus under "Purchase of Shares" and the procedures for redemption of
shares are summarized in the prospectus under "Redemption of Shares."

The Equity Fund will redeem shares solely in cash up to the lesser of $250,000
or 1% of the net asset value during any 90 day period for any one stockholder.
The Equity Fund reserves the right to pay other redemptions, either total or
partial, by a distribution in kind of readily marketable securities (instead of
cash) from the Equity Funds' Portfolio. The securities distributed in such a
distribution would be valued at the same amount as that assigned to them in
calculating the net asset value for the shares being redeemed. If a
stockholder receives a distribution in kind, he or she should expect to incur
transaction costs when he or she converts the securities to cash.

Cancellation of purchase orders for Equity Fund shares (as, for example, when
checks submitted to purchase shares are returned unpaid) cause a loss to be
incurred when the net asset value of the Equity Fund shares on the date of
cancellation is less than the original date of purchase. The investor is
responsible for such loss and the Equity Fund may reimburse itself or the
Distributor for such loss by automatically redeeming shares from any account
registered in that stockholder's name, or by seeking other redress.

30
<PAGE> 31

Freedom Financial, Inc., a Wisconsin corporation and the initial stockholder of
the Equity Fund, has indicated its intention to redeem its initial capital
investment in the Equity Fund on or before April 18, 1992. In the early stages
of the Equity Fund, a significant redemption could adversely affect the net
asset value of the Equity Fund.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Equity Fund is determined once daily as of
the close of business of the regular trading session of the New York Stock
Exchange, normally 4 p.m. New York time, on each day that the New York Stock
Exchange is open and on each other day in which there is a sufficient degree of
trading in the Equity Fund's investments to affect the net asset value, except
that the net asset value may not be computed on a day on which no orders to
purchase, or tenders to sell or redeem, Equity Fund shares have been received,
by taking the value of all assets of the Equity Fund, subtracting its
liabilities, dividing by the number of shares outstanding and adjusting to the
nearest cent. The New York Stock Exchange currently observes the following
holidays: New Year's Day; President's Day; Good Friday; Memorial Day;
Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.

In the calculation of the Equity Fund's net asset value: (1) a portfolio
security listed or traded on the New York or American Stock Exchanges or quoted
by National Association of Securities Dealers Automated Quotations, Inc.
("NASDAQ") is valued at its last sale price on that exchange; (2) all other
portfolio securities for which over-the-counter market quotations are readily
available are valued at the latest bid quotation; and (3) when market
quotations are not readily available, portfolio securities are valued at their
fair value as determined in good faith under procedures established by and
under the general supervision of the Equity Fund's directors (valuation of debt
securities for which market prices of securities which are comparable in
coupon, rating and maturity or an appropriate matrix utilizing similar
factors).

Short-term debt securities are valued at amortized cost, unless the directors
determine such does not reflect the securities' fair value, in which case these
securities will be valued at their fair value as determined by the directors.

DIVIDENDS, DISTRIBUTIONS AND TAXES

GENERAL

The Equity Fund intends to qualify as a regulated investment company under
Subchapter M of the Code and generally intends to take all other action
required to insure that little or no federal income or excise taxes will be
payable by the fund. If so qualified, the Equity Fund will not be subject to
federal income tax on its net investment income and net short-term capital
gains, if any, realized during any fiscal year in which it distributes such
income and capital gains to its stockholders.

The Equity Fund will determine either to distribute or to retain all or part of
any net long-term capital gains in any year for reinvestment. If any such
gains are retained, the Equity Fund will be subject to a tax of 34% of such
amount. In that event, the Equity Fund expects to designate the retained
amount as undistributed capital gains in a notice to its stockholders, each of
whom (1) will be required to include in income for tax purposes as long-term
capital gains, its share of such undistributed amount; (2) will be entitled to
credit its proportionate share of the tax paid by the Equity Fund against its
federal income tax liability and to claim the Equity Fund to the extent the
credit exceeds such liability; and (3) will increase its basis in its shares of
the Equity Fund by an amount equal to 66% of the amount of undistributed
capital gains included in such stockholder's gross income.

Under the Code, amounts not distributed on a timely basis in accordance with
distribution requirements are subject to a nondeductible 4% excise tax. To
avoid the tax, the Equity Fund must distribute, during each calendar year, an
amount equal to, at the minimum, the sum of (1) 98% of its ordinary income (not
taking into account any capital gains or losses) for the calendar year; (2) 98%
of its capital gains in excess of its capital losses for the 12-month period
ending on October 31 of the calendar year; and (3) all ordinary income and net
capital gains for previous years that were not previously distributed. A
distribution will be treated as paid during the calendar year if it is paid
during the calendar year or declared by the Equity Fund in October, November or
December of the year,

31
<PAGE> 32

payable to stockholders of record on a date during such month and paid by the
Equity Fund during January of the following year. Any such distributions paid
during January of the following year will be deemed to be received on December
31 of the year the distributions are declared, rather than when the
distributions are received.

Gains or losses on the sales of securities by the Equity Fund will be long-term
capital gains or losses if the securities have been held by the Equity Fund for
more than 12 months. Gains or losses on the sale of securities held for 12
months or less will be short-term capital gains or losses.

DISTRIBUTIONS

Distributions of investment company taxable income (which includes taxable
interest income and the excess of net short-term capital gains over long-term
capital losses) are taxable to a U.S. stockholder as ordinary income, whether
paid in cash or shares. Dividends paid by the Equity Fund will qualify for the
70% deduction for dividends received by corporations to the extent the Equity
Fund's income consists of qualified dividends received from U.S. corporations.
Distributions of net capital gains (which consist of the excess of long-term
capital gains over net short-term capital losses), if any, are taxable as
long-term capital gains, whether paid in cash or in shares, regardless of how
long the stockholder has held the Equity Fund's shares, and are not eligible
for the dividends received deduction. Stockholders receiving distributions in
the form of newly issued shares will have a basis in such shares of the Equity
Fund equal to the fair market value of such shares on the distribution date.
If the net asset value of shares is reduced below a stockholder's cost as a
result of a distribution by the Equity Fund of current or accumulated earnings
and profits, such distribution will be taxable even though it represents a
return of invested capital. The price of shares purchased at this time may
reflect the amount of the forthcoming distribution. Those purchasing just
prior to a distribution will receive a distribution which will nevertheless be
taxable to them.

SALES OF SHARES

Upon a sale or exchange of his or her shares, a stockholder will realize a
taxable gain or loss depending upon his or her basis in the shares. Such gain
or loss will be treated as capital gain or loss if the shares have been held
for more than one year. Any loss realized on a sale or exchange will be
disallowed to the extent the shares disposed of are replaced within a period of
61 days beginning 30 days before and ending 30 days after the shares are
disposed of.

In such case, the basis of the shares acquired will be adjusted to reflect the
disallowed loss. Any loss realized by a stockholder on the sale of Equity
Fund shares held by the stockholder for six months or less will be treated for
tax purposes as a long-term capital loss to the extent of any distributions of
net capital gains received by the stockholder with respect to such shares.

BACKUP WITHHOLDING

The Equity Fund may be required to withhold federal income tax at the rate of
20% of all taxable distributions payable to stockholders who fail to provide
the Equity Fund with their correct taxpayer identification number or to make
required certifications or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Backup withholding is not
an additional tax. Any amounts withheld may be credited against a
stockholder's federal income tax liability.

FOREIGN WITHHOLDING TAXES

Income received by the Equity Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount of the Equity Fund's assets to be invested in various
countries is not known. Because the Equity Fund will not have more than 50% of
its total assets invested in securities of foreign governments or corporations,
the Equity Fund will not be entitled to "pass-through" to stockholders as a
credit against their U.S. income tax liability the amount of

32
<PAGE> 33

foreign taxes paid by the Equity Fund. Stockholders are urged to consult their
attorneys or tax advisors regarding specific questions as to federal, state or
local taxes.

Frontier reserves the right to offer investors a range of investment
opportunities by providing a choice of investments in various portfolios and,
consequently, the right to create and issue a number of different series shares
each of which relate to the assets of the separate portfolios. In such case
the shares of each series would participate equally in the earnings, dividends
and assets of a particular portfolio and would vote separately to approve
management agreements or changes in investment policies. However, shares of
all series would vote together in the election or selection of directors,
principal underwriters and accountants and on any proposed material amendment
to Frontier's Certificate of Incorporation. For federal tax purposes, each
"fund" of a series is treated as a separate corporation.

Upon liquidation of Frontier or any series, stockholders of the affected series
would be entitled to share pro rata in the net assets of their respective
series available for distribution to such stockholders.

INVESTMENT PERFORMANCE INFORMATION

Quotations of yield will be based on the investment income per share earned
during a particular 30-day (or one month) period, less expenses accrued during
the period ("net investment income") and will be computed by dividing net
investment income by the maximum offering price per share on the last day of
the period, according to the following formula:

6
YIELD = 2[ (a - b + 1) - 1]
-----
cd

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 and d =
the maximum offering price per share on the last day of the period.

Quotations of total return will reflect only the performance of a hypothetical
investment in the Equity Fund during the particular time period shown. The
Equity Fund's total return and current yield may vary from time to time
depending on market conditions, the compositions of the Equity Fund's portfolio
and operating expenses. These factors and possible differences in the methods
used in calculating yield should be considered when comparing the Equity Fund's
current yield to yields published for other investment companies and other
investment vehicles. Total return and yield should also be considered relative
to changes in the value of the Equity Fund's shares and the risks associated
with the Equity Fund's investment objectives and policies. At any time in the
future, total returns and yields may be higher or lower than past total returns
and yields and there can be no assurance that any historical return or yield
will continue.

33
<PAGE> 34

From time to time, evaluations of performance are made by independent sources
that may be used in advertisements concerning the Equity Fund. These sources
include, but not limited to: Lipper Analytical Services, Weisenberger
Investment Company Service, Barrons, Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Personal Investor, Sylvia Porter's Personal
Finance, Bank Rate Monitor and The Wall Street Journal.

In connection with communicating its yield or total return to current or
prospective stockholders, the Equity Fund may also compare these figures to the
performance of other mutual funds tracked by mutual fund rating services or to
other unmanaged indexes which may assume reinvestment of dividends but
generally do not reflect deductions for administrative and management costs.

Quotations of the Equity Fund's total return will represent the average annual
compounded rate of return of a hypothetical investment in the Equity Fund over
periods of one, five and ten years (up to the life of the Equity Fund), and are
calculated pursuant to the following formula:

n
P (1 + T) = ERV

(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years and ERV = the redeemable value at the end
of the period of a $1,000 payment made at the beginning of the period). All
total return figures will reflect the deduction of Equity Fund expenses (net of
certain expenses reimbursed by the Advisor) on an annual basis and will assume
that all dividends and distributions are reinvested and will deduct the maximum
sales charge, if any is imposed.

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

List all financial statements and exhibits as part of the
Registration Statement.

(a) Financial Statements:

Included in Part A of the Registration Statement:
Table of Fees and Expenses
Selected Per Share Data and Ratios

The following documents are attached as Appendix B of the
Registration Statement:

Report of Independent Accountants
Statement of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statement
Selected Per Share Data and Ratios

Schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are omitted
because they are not required under the related instructions, they are
inapplicable, or the required information is presented in the financial
statements or notes thereto.

(b) Exhibits:

(l) Articles of Incorporation**
(2) By-Laws**
(3) Not Applicable

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<PAGE> 35

(4) Form of Stock Certificate of The Equity
Fund Portfolio of Frontier Funds, Inc.**
(5) Investment Advisory Agreement with
Freedom Investors Corp. for Frontier
Funds, Inc.**
(6) Distribution Agreement**
(7) Not Applicable
(8) Form of Custody Agreement**
(9) Form of Shareholder Servicing Agent Agreement,
**Fund Accounting Services Agreement**,
Selected Dealers Agreement**, Administrative
Services Agreement,** Organization Expense
Agreement and IRA Custodial Account Agreement**
and Disclosure Statement
(10) Opinion and Consent of Counsel**
(11) Consent of Independent Accountants**
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable

** Filed previously by Amendment.

Item 25. Persons Controlled by or Under Common Control with Registrant.

Insofar as the following have substantially identical Boards of
Directors, they may be deemed with Registrant to be under common control:
Freedom Financial, Inc., a Wisconsin corporation, is a holding Company owned
approximately 92% by James Russell Fay. Freedom Financial, Inc., owns 100% of
the outstanding stock of Freedom Investors Corp., which is a Wisconsin
corporation and the Equity Fund's Advisor and Distributor. Mr. Fay is an
officer and a director of both corporations. Mr. Duero is an officer and a
director of Freedom Investors Corp.

Item 26. Number of Holders of Securities.

As of September 30, 1995, the approximate number of holders was:

<TABLE>
<CAPTION>
(1) (2)

Title of Class Number of Record Holders
-------------- ------------------------
<S> <C>
Equity Fund Portfolio 144
</TABLE>

Item 27. Indemnification.

The basic effect of the respective indemnification provisions of the
Registrant's Certificate of Incorporation and By-Laws and section 2-418 of the
General Corporation Law of Maryland is to indemnify each officer and director
of both the Registrant and Freedom Investors Corp., to the full extent
permitted under the General Laws of the State of Maryland, except that such
indemnity shall not protect any such person against any liability to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant and the Advisor and Distributor pursuant to the
foregoing provisions or otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the 1940 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the

35
<PAGE> 36

payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant and the principal underwriter in
connection with the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such director, officer or controlling person
or the Advisor and Distributor in connection with the shares being registered,
the Registrant will, unless, in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of
such issue.

Item 28. Business and Other Connections of Investment Advisor.

See "Management of the Equity Fund" in the Prospectus and
"Directors and Officers" in the Statement of Additional Information, as well as
the Advisor's current Form ADV, which is each incorporated herein by reference.

Item 29. Principal Underwriters.

(a) The Distributor, Freedom Investors Corp., is not a
Distributor or underwriter for any other investment company at this time.
Occasionally, the Distributor could be considered an underwriter or distributor
for other investment companies when other distributors of other investment
companies pay the Distributor, 100% of the sales charge on the other
unaffiliated investment companies.

(b) The information required with respect to the directors and
executive officers of the Distributor is the same as is set forth under the
heading "Directors and Officers" in the Statement of Additional Information
with the exception that Mr. Coshun, Mr. Hanson and Mr. Ackley are not officers
or directors of the Distributor.

Item 30. Location of Accounts and Records.

All accounts, books and other documents required to be
maintained and preserved by section 31(a) of the Investment Company Act of 1940
and the rules thereunder will be maintained at the offices of the Equity Fund's
Transfer Agent located at 755 New York Avenue, Huntington, New York 11743 or at
the offices of the Advisor, located at 101 West Wisconsin Avenue, Pewaukee,
Wisconsin 53072-3433.

Item 31. Management Services.

The Registrant is not a party to any management-related service
contract not discussed in Part A or Part B hereof.

Item 32. Undertakings.

(a) The Registrant will file an amendment to this Registration
Statement containing certified financial statements showing the initial capital
received before accepting subscriptions from any persons in excess of 25 if
Registrant proposes to raise its initial capital pursuant to section 14(a)(3)
of the 1940 Act.

(b) Registrant will file a post-effective amendment containing
unaudited financial statements for Frontier Funds, Inc. within four to six
months from the effective date.

(c) Registrant undertakes to call a meeting of public
shareholders within 16 months of the effective date to provide for (i)
election of directors; (ii) approval of the Agreement; and (iii) ratification
of the selection of independent public accountants.

36
<PAGE> 37

(d) Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the question of the removal of a director or directors
when requested in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares and in connection with such meeting to comply
with the provisions of section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.

37
<PAGE> 38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Village of Pewaukee, and State of Wisconsin on the 5th
day of January, 1996.

The undersigned does hereby certify that Post-Effective Amendment No.
6 does hereby meet all of the requirements for effectiveness pursuant to
Section 485(b) of the Securities Act of 1933.

FRONTIER FUNDS, INC.

BY James Russell Fay, President
-----------------------------------------
James Russell Fay, President

ON BEHALF OF THE BOARD OF DIRECTORS
PURSUANT TO POWER OF ATTORNEY GRANTED IN
PRE-EFFECTIVE AMENDMENT NO. 2

BY James Russell Fay, President
-----------------------------------------
James Russell Fay, President

Board of Directors:

James R. Fay
Kenneth W. Coshun
James S. Ackley
William T. Duero
Scott W. Hanson

38
<PAGE> 39

SCHEDULE OF EXHIBITS TO FORM N-lA

<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
(1) Articles of Incorporation

(2) By-Laws

(3) Not Applicable

(4) Form of Stock Certificate of The Equity Fund Portfolio of Frontier
Funds, Inc.
(5) Form of Investment Advisory Agreement with Freedom Investors Corp. for
Frontier Funds, Inc.
(6) Form of Distribution Agreement

(7) Not Applicable

(8) Form of Custody Agreement

(9) Form of Shareholder Servicing Agent Agreement, Fund Accounting Service
Agreement, Selected Dealers Agreement, Administrative Services Agreement,
Organization Expense Agreement and IRS Custodial Account Agreement and
Disclosure Statement

(10) Opinion and Consent of Counsel

(11) Consent of Independent Accountant

(12) Not Applicable

(13) Not Applicable

(14) Not Applicable

(15) Not Applicable

(16) Not Applicable
</TABLE>

39
<PAGE> 40

APPENDIX A TO STATEMENT OF ADDITIONAL INFORMATION

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S ("MOODY'S") CORPORATE BOND
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 edge." 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 as 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 made the long-term risks appear somewhat larger than in 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 sometime 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. 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 there may be 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.

Note: Moody's may apply numerical modifiers, 1, 2 and 3 in each
generic rating classification from Aa through B in its corporate bond rating
system. The modifier 1 indicates that the security ranks in higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S ("S&P'S") CORPORATE DEBT RATINGS

AAA: Debt rated AAA has the highest rating assigned by S&P's.
Capacity to pay interest and repay principal is extremely strong. AA: Debt
rated AA has a very strong capacity to pay interest and repay principal and
differs from the highest rated issues only in small degree. A: Debt rated A
has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than debt in higher rated categories. BBB: Debt rated
BBB is regarded as having adequate capacity to pay interest and repay
principal. Whereas it normally exhibits protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in this category
than for debt in higher rated categories. BB, B, CCC, CC, C: Debt rated BBB,
B, CCC, CC and C is regarded, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in accordance with the
terms of the obligation. BB indicates the lowest degree of speculation and C
the highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions. CL: The rating
Cl is reserved for income bonds on which no interest is being paid. D: Debt
rated D is in payment default. The D rating category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P's believes that such
payments will be

40
<PAGE> 41

made during such grace period. The D rating also will be used upon the filing
of a bankruptcy petition if debt service payments 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.

DESCRIPTION OF MOODY'S PREFERRED STOCK RATINGS

AAA: An issue which is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least
risk of dividend impairment within the universe of preferred stocks. AA: An
issue which is rated aa is considered a high-grade preferred stock. This
rating indicates that there is reasonable assurance that earnings and asset
protection will remain relatively well maintained in the foreseeable future.
A: An issue which is rated a is considered to be an upper medium grade
preferred stock. While risks are judged to be somewhat greater than in the aaa
and aa classifications, earnings and asset protection are nevertheless expected
to be maintained at adequate levels. BAA: An issue which is rated baa is
considered to be medium grade, neither highly protected nor poorly secured.
Earnings and asset protection appear adequate at present, but may be
questionable over great length of time. BA: An issue which is rated ba is
considered to have speculative elements and its future cannot be considered
well assured. Earnings and asset protection may be very moderate and not well
safeguarded during adverse periods. Uncertainty of position characterizes
preferred stocks in this class. B: An issue which is rated b generally lacks
the characteristics of a desirable investment. Assurance of dividend payments
and maintenance of other terms of the issue over any long period of time may be
small. CAA: An issue which is rated caa is likely to be in arrears on
dividend payments. This rating designation does not purport to indicate the
future status of payment. CA: An issue which is rated ca is speculative in a
high degree and is likely to be in arrears on dividends with the little
likelihood of eventual payment. C: This is the lowest rated class of
preferred or preference stock. Issues so rated can be regarded as having
extremely poor prospects of ever attaining any real investment standing.

Note: Moody's may apply numerical modifiers 1, 2 and 3 in each
rating classification from "aa" through "b" in its preferred stock rating
system. The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

DESCRIPTION OF S&P'S PREFERRED STOCK RATINGS

AAA: This is the highest rating that may be assigned by S&P's to a
preferred stock issue and indicates an extremely strong capacity to pay the
preferred stock obligations. AA: A preferred stock issue rated AA also
qualifies as a high-quality fixed income security. The capacity to pay
preferred stock obligations is very strong, although not as overwhelming as for
issues rated AAA. A: An issue rated A is backed by a sound capacity to pay
the preferred stock obligations, although it is somewhat more susceptible to
the adverse effect of changes in circumstances and economic conditions. BBB:
An issue rated BBB is regarded as backed by an adequate capacity to pay the
preferred stock obligations. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a preferred stock in
this category than for issues in the A category. BB, B, CCC: Preferred stock
rated BB, B and CCC are regarded on balance as predominantly speculative with
respect to the issuer's capacity to pay preferred stock obligations. BB
indicates the lowest degree of speculation and CCC the highest degree of
speculation. While such issues will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. CC: The rating CC is reserved for a
preferred stock in arrears on dividends or sinking Equity Fund payments but
that is a non-paying issue with the issuer in default on debt instruments.

PLUS (+) OR MINUS (-): The ratings from "AA" to "B" may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories.