AMERIPRIME FUNDS, 485BPOS, 1999-11-01

AMERIPRIME FUNDS
485BPOS, 1999-11-01

Previous: AMERIPRIME FUNDS, 497, 1999-11-01

Next: FIRST TRUST COMBINED SERIES 263, 497J, 1999-11-01

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
--

Pre-Effective Amendment No. / /
------- --
Post-Effective Amendment No. 31 /X/
------ ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 32 /X /
----- --
(Check appropriate box or boxes.)

AmeriPrime Funds - File Nos. 33-96826 and 811-9096
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092

(Address of Principal Executive Offices) Zip Code

Registrant's Telephone Number, including Area Code: (817) 431-2197

Kenneth Trumpfheller, 1793 Kingswood Dr., Suite 200, Southlake, TX 76092
(Name and Address of Agent for Service)

With copy to:

Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

CORNERSTONE MVP FUND

PROSPECTUS

NOVEMBER 1, 1999

INVESTMENT OBJECTIVE:
Long term capital appreciation

132 West Main Street
Aspen, Colorado 81611

(877) 687-7859

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

10080 10/22/99 1:28 PM

<PAGE>

TABLE OF CONTENTS

PAGE

ABOUT THE FUND

COSTS OF INVESTING IN THE FUND

HOW TO BUY SHARES

HOW TO REDEEM SHARES

THE PRICE OF SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

MANAGEMENT OF THE FUND

OTHER INFORMATION ABOUT INVESTMENTS

YEAR 2000 ISSUE

FINANCIAL HIGHLIGHTS

<PAGE>

ABOUT THE FUND

INVESTMENT OBJECTIVE

The investment objective of the Cornerstone MVP Fund is long term capital
appreciation.

PRINCIPAL STRATEGIES

The Fund's investment advisor, Cornerstone Investment Management, LLC,
selects stocks that it believes offer superior prospects for growth and are
reasonably valued. The advisor screens over 9,000 U.S. and foreign companies for
"MVP" characteristics:

o Momentum (positive price momentum), using moving average prices;

o Valuation, using analysis of price multiples; and

o Performance, using revenue growth rates, earnings stability and forecast
earnings growth.

Stocks that pass the advisor's initial screening are considered as candidates
for the Fund. The advisor further analyzes the companies for strength of
management and performance outlook, and integrates the selected stocks into a
diversified portfolio in accordance with the advisor's sector weightings.

The Fund invests primarily in U.S. equity securities of medium and
large capitalization companies (those with a market capitalization of $1 billion
or more). The Fund may also invest in comparable stocks of foreign companies by
purchasing American Depositary Receipts ("ADRs"). An ADR is a U.S. dollar
denominated certificate that evidences ownership of shares of a foreign company.
ADRs are alternatives to the direct purchase of the underlying foreign stock.

To the extent consistent with meeting the Fund's objective, the advisor
strives to enhance the tax efficiency of the Fund by selling securities with tax
losses in order to offset capital gains, holding securities long enough to avoid
short term capital gains, and keeping turnover reasonably low.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o COMPANY RISK. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the Fund's
portfolio.

o MARKET RISK. Overall stock market risks may also affect the value of the
Fund. Factors such as domestic economic growth and market conditions,
interest rate levels, and political events affect the securities markets.

o VOLATILITY RISK. Common stocks tend to be more volatile than other
investment choices. The value of an individual company can be more volatile
than the market as a whole. This volatility affects the value of the Fund's
shares.

o FOREIGN RISK To the extent the Fund invests in ADRs, changes in foreign
economies and political climates are more likely to affect the Fund than a
mutual fund that invests exclusively in U.S. companies.

o The Fund is not a complete investment program.

o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

GENERAL

The investment objective of the Fund may be changed without shareholder
approval.

From time to time, the Fund may take temporary defensive positions that
are inconsistent with the Fund's principal investment strategies in attempting
to respond to adverse market, economic, political, or other conditions. For
example, the Fund may hold all or a portion of its assets in money market
instruments, securities of other no-load mutual funds or repurchase agreements.
If the Fund invests in shares of another mutual fund, the shareholders of the
Fund will indirectly pay additional management fees. As a result of engaging in
these temporary measures, the Fund may not achieve its investment objective. The
Fund may also invest in such instruments at any time to maintain liquidity or
pending selection of investments in accordance with its policies.

<PAGE>

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o Long term investors seeking a fund with a growth investment strategy o
Investors willing to accept price fluctuations in their investment o Investors
who can tolerate the risks associated with common stock investments

HOW THE FUND HAS PERFORMED

Although past performance of a fund is no guarantee of how it will
perform in the future, historical performance may give you some indication of
the risk of investing in the fund because it demonstrates how its returns have
varied over time. The past performance information that would otherwise appear
in this prospectus has been omitted because the Fund is recently organized and
has a limited performance history.

COSTS OF INVESTING IN THE FUND

The tables describe the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases ...........................NONE
Maximum Deferred Sales Charge (Load)........................................NONE
Redemption Fee (as a percentage of amount redeemed, if applicable)..........NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Management Fees............................................................1.10%
Distribution (12b-1) Fees...................................................NONE
Other Expenses...........................................................[0.00%]
Total Annual Fund Operating Expenses.....................................[1.10]%

Expense Example:

The example below is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The example uses
the same assumptions as other mutual fund prospectuses: a $10,000 initial
investment for the time periods indicated, reinvestment of dividends and
distributions, 5% annual total return, constant operating expenses, and sale of
all shares at the end of each time period. Although your actual expenses may be
different, based on these assumptions your costs will be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ -------- ------- --------

<PAGE>

HOW TO BUY SHARES

The minimum initial investment in the Fund is $10,000 ($2,000 for
qualified retirement plans) and minimum subsequent investments are $500. These
minimums may be waived by the advisor for accounts participating in an automatic
investment program. If your investment is aggregated into an omnibus account
established by an investment advisor, broker or other intermediary, the account
minimums apply to the omnibus account, not to your individual investment. If you
purchase or redeem shares through a broker/dealer or another intermediary, you
may be charged a fee by that intermediary.

INITIAL PURCHASE

BY CHARLES SCHWAB- You may make a purchase through Charles Schwab & Co. by
contacting your Charles Schwab representative at (800) 435-4000. The Cornerstone
MVP Fund ticker symbol is CMVPX. There may be a nominal transaction charge for
purchases.

BY MAIL- You may make a direct initial investment by following these steps: o
complete and sign the investment application form which accompanies this
Prospectus; o write a check (subject to the minimum amounts) made payable to the
Fund; o mail the application and check to:

U.S. Mail: Overnight:
Cornerstone MVP Fund Cornerstone MVP Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204

BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at
(877)-687-7859 to set up your account and obtain an account number. You should
be prepared at that time to provide the information on the application. Then,
provide your bank with the following information for purposes of wiring your
investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Cornerstone MVP Fund
D.D.A.# 488922428
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)

You must mail a signed application to Firstar Bank, N.A, the Fund's
custodian, at the above address in order to complete your initial wire purchase.
Wire orders will be accepted only on a day on which the Fund, custodian and
transfer agent are open for business. A wire purchase will not be considered
made until the wired money is received and the purchase is accepted by the Fund.
Any delays which may occur in wiring money, including delays which may occur in
processing by the banks, are not the responsibility of the Fund or the transfer
agent. There is presently no fee for the receipt of wired funds, but the Fund
may charge shareholders for this service in the future.

ADDITIONAL INVESTMENTS

You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain:

-your name -the name of your account(s)
-your account number(s) -a check made payable to Cornerstone MVP Fund

Checks should be sent to the Cornerstone MVP Fund at the address listed above. A
bank wire should be sent as outlined above.

<PAGE>

AUTOMATIC INVESTMENT PLAN

You may make regular investments in the Fund with an Automatic
Investment Plan by completing the appropriate section of the account application
and attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $50 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.

TAX SHELTERED RETIREMENT PLANS

Since the Fund is oriented to longer-term investments, the Fund may be
an appropriate investment medium for tax-sheltered retirement plans, including:
individual retirement plans (IRAs); simplified employee pensions (SEPs); 401(k)
plans; qualified corporate pension and profit-sharing plans (for employees); tax
deferred investment plans (for employees of public school systems and certain
types of charitable organizations); and other qualified retirement plans. You
should contact the Fund's transfer agent for the procedure to open an IRA or SEP
plan, as well as more specific information regarding these retirement plan
options. Please consult with an attorney or tax advisor regarding these plans.
You must pay custodial fees for your IRA by redemption of sufficient shares of
the Fund from the IRA unless you pay the fees directly to the IRA custodian.
Call the Fund's transfer agent about the IRA custodial fees.

OTHER PURCHASE INFORMATION

You may exchange securities that you own for shares of the Fund,
provided the securities meet the Fund's investment criteria and the Fund's
advisor deems them to be a desirable investment for the Fund. Any exchange will
be a taxable event and you may incur certain transaction costs relating to the
exchange. You may contact the Fund's transfer agent at 877-687-7859 for more
information.

The Fund may limit the amount of purchases and to refuse to sell to any
person. If your check or wire does not clear, you will be responsible for any
loss incurred by the Fund. If you are already a shareholder, the Fund can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.

HOW TO REDEEM SHARES

You may receive redemption payments by check or federal wire transfer.
The proceeds may be more or less than the purchase price of your shares,
depending on the market value of the Fund's securities at the time of your
redemption. Presently there is no charge for wire redemptions; however, the Fund
may charge for this service in the future. Any charges for wire redemptions will
be deducted from your Fund account by redemption of shares. If you redeem your
shares through a broker/dealer or other institution, you may be charged a fee by
that institution.

BY MAIL - You may redeem any part of your account in the Fund at no charge
by mail. Your request should be addressed to:

Cornerstone MVP Fund
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, IN 46204

Your request for a redemption must include your letter of instruction,
including the Fund name, account number, account name(s), the address, and the
dollar amount or number of shares you wish to redeem. This request must be
signed by all registered share owner(s) in the exact name(s) and any special
capacity in which they are registered. The Fund may require that signatures be
guaranteed by a bank or member firm of a national securities exchange. Signature
guarantees are for the protection of shareholders. At the discretion of the Fund
or the Fund's transfer agent, a shareholder, prior to redemption, may be
required to furnish additional legal documents to insure proper authorization.

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at 877-687-7859. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

The Fund or the transfer agent may terminate the telephone redemption
and exchange procedures at any time. During periods of extreme market activity,
it is possible that shareholders may encounter some difficulty in telephoning
the Fund, although neither the Fund nor the transfer agent has ever experienced
difficulties in receiving and in a timely fashion responding to telephone
requests for redemptions or exchanges. If you are unable to reach the Fund by
telephone, you may request a redemption or exchange by mail.

ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the Fund's transfer agent at 877-687-7859. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing, or under any emergency circumstances (as
determined by the Securities and Exchange Commission) the Fund may suspend
redemptions or postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund the right may require you to redeem all of your shares in the
Fund on 30 days' written notice if the value of your shares in the Fund is less
than $2,000 due to redemption, or such other minimum amount as the Fund may
determine from time to time. An involuntary redemption constitutes a sale. You
should consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

THE PRICE OF SHARES

The price you pay for your shares is based on the Fund's net asset
value per share (NAV). The NAV is calculated at the close of trading (normally
4:00 p.m. Eastern time) on each day the New York Stock Exchange is open for
business (the Stock Exchange is closed on weekends, Federal holidays and Good
Friday). The NAV is calculated by dividing the value of the Fund's total assets
(including interest and dividends accrued but not yet received) minus
liabilities (including accrued expenses) by the total number of shares
outstanding.

The Fund's assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued at their fair
value.

Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. The Fund typically distributes
substantially all of its net investment income in the form of dividends and
taxable capital gains to its shareholders on an annual basis. These
distributions are automatically reinvested in the Fund unless you request cash
distributions on your application or through a written request. The Fund expects
that its distributions will consist primarily of [long term capital gains].

Early each year, the Fund will mail to you a statement setting forth
the federal income tax information for all distributions made during the
previous year. If you do not provide your taxpayer identification number, your
account will be subject to backup withholding.

The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax advisor about your
investment.

MANAGEMENT OF THE FUND

Cornerstone Investment Management, L.L.P. 132 W. Main Street, Aspen,
Colorado serves as investment advisor to the Fund. The advisor determines the
securities to be held or sold by the Fund, and the portion of the Fund's assets
to be held uninvested. Cornerstone Investment Management, L.L.P., founded in
1997, currently manages over $__ million in assets, including separately managed
accounts which include stocks, bonds, mutual funds, and options for high net
worth individuals, families and trusts.] Christopher S. Ryan is President and
Managing Partner of the advisor, and has been responsible for the day-to-day
management of the Fund's portfolio since its inception. Mr. Ryan is a graduate
of the University of Colorado-Boulder (B.S. Finance, M.S. Accounting), and began
his investment career with Merrill Lynch in 1984. He worked for Deloitte &
Touche Emerging Business Services Group from 1989 until 1992, as a Senior Equity
Valuation Analyst with Ernst & Young Valuation Services Group from 1992 until
1994, and Vice President and Senior Portfolio Manager with NationsBank Private
Client Group from 1994 until he founded the Advisor in 1997. Chris Ryan is both
a Chartered Financial Analyst (CFA) and a Certified Public Accountant (CPA).

During the fiscal year ended June 30, 1999, the Fund paid the advisor a
fee equal to [1.10%] of its average daily net assets.

YEAR 2000 ISSUE

Like other mutual funds, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by the Fund's advisor or the Fund's various service
providers do not properly process and calculate date-related information and
data from and after January 1, 2000.

This is commonly known as the "Year 2000 Issue."

The Fund's advisor has taken steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to computer systems that
are used and to obtain reasonable assurances that comparable steps are being
taken by the Funds' major service providers. At this time, however, there can be
no assurance that these steps will be sufficient to avoid any adverse impact on
the Fund. In addition, the Fund's advisor cannot make any assurances that the
Year 2000 Issue will not affect the companies in which the Fund invests or
worldwide markets and economies.

FINANCIAL HIGHLIGHTS

The following table is intended to help you better understand the
Fund's financial performance since its inception. Certain information reflects
financial results for a single Fund share. The total returns represent the rate
you would have earned (or lost) on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial statements, are included in the Fund's annual report, which is
available upon request. CORNERSTONE MVP FUND FINANCIAL HIGHLIGHTS FOR THE PERIOD
DECEMBER 31, 1998

(COMMENCEMENT OF OPERATIONS) TO JUNE 30, 1999

SELECTED PER SHARE DATA

Net asset value, beginning of period $ 10.00

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

Income from investment operations

Net investment income (loss) 0.00
Net realized and unrealized gain (loss) 0.73

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

Total from investment operations 0.73

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

Net asset value, end of period $ 10.73

===============

TOTAL RETURN (b) 7.30%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000) $13,593
Ratio of expenses to average net assets 1.10% (a)

Ratio of expenses to average net assets
before reimbursement 1.13% (a)
Ratio of net investment income (loss) to
average net assets (0.05)% (a)
Ratio of net investment income (loss) to

average net assets before reimbursement (0.07)% (a)
Portfolio turnover rate 162.54% (a)

(a) Annualized

(b) For periods of less than a full year, total returns are not annualized.

<PAGE>

[BACK COVER PAGE]

Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations.
Shareholder reports contain management's discussion of market conditions,
investment strategies and performance results as of the Fund's latest
semi-annual or annual fiscal year end.

Call the Fund at (877)-687-7859 to request free copies of the SAI and
the Fund's annual and semi-annual reports, to request other information about
the Fund and to make shareholder inquiries.

You may also obtain information about the Fund (including the SAI and
other reports) from the Securities and Exchange Commission on their Internet
site at http://www.sec.gov or at their Public Reference Room in Washington, D.C.
Call the SEC at 800-SEC-0330 for room hours and operation. You may also obtain
fund information by sending a written request and duplicating fee to the Public
Reference Section of the SEC, Washington, D.C. 20549-6609.

Investment Company Act #811-9096

<PAGE>

GJMB GROWTH FUND

PROSPECTUS

NOVEMBER 1, 1999

INVESTMENT OBJECTIVE:
Long term capital appreciation

310 East Colorado Boulevard
Suite 802
Pasadena, California 91191

(888) 912-4562

9413 8/16/99 8:57 AM

<PAGE>

TABLE OF CONTENTS

PAGE

ABOUT THE FUND

COSTS OF INVESTING IN THE FUND

HOW TO BUY SHARES

HOW TO REDEEM SHARES

THE PRICE OF SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

MANAGEMENT OF THE FUND

YEAR 2000 ISSUE

FINANCIAL STATEMENTS

<PAGE>

ABOUT THE FUND

INVESTMENT OBJECTIVE

The investment objective of the GJMB Growth Fund is long term capital
appreciation.

PRINCIPAL STRATEGIES

The Fund invests primarily in equity securities of U.S. companies with the
following characteristics:

o Market capitalization in excess of $5 billion
o Seasoned businesses with an extensive financial track records
o Consistent and predictable earnings growth
o Industry leaders with strong brand recognition
o Experienced and proven management teams

The Fund may also invest in comparable stocks of foreign companies by
purchasing American Depositary Receipts ("ADRs"). An ADR is a U.S. dollar
denominated certificate that evidences ownership of shares of a foreign company.
They

are alternatives to the direct purchase of the underlying foreign stock.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o COMPANY RISK. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the Fund's
portfolio.

o NON-DIVERSIFICATION RISK. [As a non-diversified fund, the Fund's portfolio
may at times focus on a limited number of companies and will be subject to
substantially more investment risk and potential for volatility than a
diversified fund.]

o FOREIGN RISK. To the extent the Fund invests in ADRs, changes in foreign
economies and political climates are more likely to affect the Fund than a
mutual fund that invests exclusively in U.S. companies.

o The Fund is not a complete investment program.

o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

GENERAL

The investment objective of the Fund may be changed without shareholder
approval.

<PAGE>

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o Long term investors seeking a fund with a growth investment strategy

o Investors willing to accept price fluctuations in their investment

o Investors who can tolerate the risks associated with common stock
investments

HOW THE FUND HAS PERFORMED

COSTS OF INVESTING IN THE FUND

The tables describe the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases ...........................NONE
Maximum Deferred Sales Charge (Load)........................................NONE
Redemption Fee..............................................................NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Management Fees..........................................................[1.20%]
Distribution (12b-1) Fees...................................................NONE
Other Expenses.............................................................[ ]
Total Annual Fund Operating Expenses.......................................[ ]

Expense Example:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

<PAGE>

HOW TO BUY SHARES

The minimum initial investment in the Fund is $200,000 and minimum
subsequent investments are $20,000. If your investment is aggregated into an
omnibus account established by an investment advisor, broker or other
intermediary, the account minimums apply to the omnibus account, not to your
individual investment. The investment minimums may be waived for clients of the
Fund's advisor. If you purchase or redeem shares through a broker/dealer or
another intermediary, you may be charged a fee by that intermediary.

INITIAL PURCHASE

U.S. Mail: Overnight:
GJMB Growth Fund GJMB Growth Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204

BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at
(888)-912-4562 to set up your account and obtain an account number. You should
be prepared at that time to provide the information on the application. Then,
provide your bank with the following information for purposes of wiring your
investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: GJMB Growth Fund
Account Name _________________(write in shareholder name) For the
Account # ______________(write in account number) D.D.A.# 488922436

ADDITIONAL INVESTMENTS

You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain:

-your name -the name of your account(s)
-your account number(s) -a check made payable to GJMB Growth Fund

Checks should be sent to the GJMB Growth Fund at the address listed above. A
bank wire should be sent as outlined above.

TAX SHELTERED RETIREMENT PLANS

Since the Fund is oriented to longer-term investments, the Fund may be
an appropriate investment for tax-sheltered retirement plans, including:
individual retirement plans (IRAs); simplified employee pensions (SEPs); 401(k)
plans; qualified corporate pension and profit-sharing plans (for employees); tax
deferred investment plans (for employees of public school systems and certain
types of charitable organizations); and other qualified retirement plans. You
should contact the Fund's transfer agent for the procedure to open an IRA or SEP
plan, as well as more specific information regarding these retirement plan
options. Please consult with an attorney or tax advisor regarding these plans.
You must pay custodial fees for your IRA by redemption of sufficient shares of
the Fund from the IRA unless you pay the fees directly to the IRA custodian.
Call the Fund's transfer agent about the IRA custodial fees.

OTHER PURCHASE INFORMATION

HOW TO REDEEM SHARES

BY MAIL - You may redeem any part of your account in the Fund at no charge
by mail. Your request should be addressed to:

U.S. Mail: Overnight:
GJMB Growth Fund GJMB Growth Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 N. Pennsylvania St.
Indianapolis, IN 46206-6110 Indianapolis, IN 46204

Your request for a redemption must include:
o Fund name and account number
o account name(s) and the address
o dollar amount or number of shares you wish to redeem

This request must be signed by all registered share owner(s) in the exact
name(s) and any special capacity in which they are registered. The Fund may
require that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or the Fund's transfer agent, you
may be required to furnish additional legal documents to insure proper
authorization.

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at (888)-912-4562. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the Fund's transfer agent at (888)-912-4562.
Redemptions specifying a certain date or share price cannot be accepted and will
be returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing, or under any emergency circumstances (as
determined by the Securities and Exchange Commission) the Fund may suspend
redemptions or postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund the right may require you to redeem all of your shares in the
Fund on 30 days' written notice if the value of your shares in the Fund is less
than $200,000 due to redemption, or such other minimum amount as the Fund may
determine from time to time. An involuntary redemption constitutes a sale. You
should consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

THE PRICE OF SHARES

Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

DIVIDENDS, DISTRIBUTIONS AND TAXES

TAXES. In general, selling shares of the Fund and receiving
distributions (whether reinvested or taken in cash) are taxable events.
Depending on the purchase price and the sale price, you may have a gain or a
loss on any shares sold. Any tax liabilities generated by your transactions or
by receiving distributions are your responsibility. Because distributions of
long term capital gains are subject to capital gains taxes, regardless of how
long you have owned your shares, you may want to avoid making a substantial
investment when a Fund is about to make a long term capital gains distribution.
Early each year, the Fund will mail to you a statement setting forth the federal
income tax information for all distributions made during the previous year. If
you do not provide your taxpayer identification number, your account will be
subject to backup withholding.

MANAGEMENT OF THE FUND

The Fund's investment advisor is Gamble, Jones Morphy & Bent, 301 East
Colorado Boulevard, Suite 802, Pasadena, California 91101. The advisor is
responsible for the selection and on-going monitoring of the securities in the
Fund's investment portfolio and managing the Funds' business affairs. The firm
became a registered investment adviser in 1956 and was reorganized as a
California corporation in 1990. As of June 30, 1999, the firm manages over $1.3
billion for individuals, trusts and pension plans. The investment decisions for
the Fund are made by the executive committee of the advisor, which is primarily
responsible for the day-to-day management of the Fund's portfolio.

During the fiscal year ended June 30, 1999, the Fund paid the advisor a
fee equal to [1.20%] of its average daily net assets.

YEAR 2000 ISSUE

This is commonly known as the "Year 2000 Issue."

<PAGE>

FINANCIAL HIGHLIGHTS

GJMB GROWTH FUND

FINANCIAL HIGHLIGHTS FOR THE PERIOD DECEMBER 31, 1998
(COMMENCEMENT OF OPERATIONS) TO JUNE 30, 1999

SELECTED PER SHARE DATA

Net asset value, beginning of period $ 10.00

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

Income from investment operations

Net investment income 0.02
Net realized and unrealized gain 1.00

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

Total from investment operations 1.02

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

Net asset value, end of period $ 11.02

===============

TOTAL RETURN (b) 10.20%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000) $6,502
Ratio of expenses to average net assets 1.20% (a)

Ratio of expenses to average net assets

before reimbursement 1.25% (a)
Ratio of net investment income to
average net assets 0.34% (a)
Ratio of net investment income to
average net assets before reimbursement 0.28% (a)
Portfolio turnover rate 24.26% (a)

(a) Annualized

(b) For periods of less than a full year, total returns are not annualized.

<PAGE>

[BACK COVER PAGE]

Call the Fund at 888-912-4562 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.

Investment Company Act #811-9096

<PAGE>

THE JUMPER STRATEGIC ADVANTAGE FUND

PROSPECTUS

NOVEMBER 1, 1999

One Union Square
Suite 505

Chattanooga, TN 37402
(888)-879-5723

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

9479 8/18/99 3:43 PM

<PAGE>

TABLE OF CONTENTS

ABOUT THE FUND

COSTS OF INVESTING IN THE FUND

HOW TO BUY SHARES

HOW TO REDEEM SHARES

PRICE OF SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

MANAGEMENT OF THE FUND

YEAR 2000 ISSUE

FINANCIAL HIGHLIGHTS

<PAGE>

ABOUT THE FUND

INVESTMENT OBJECTIVE

The investment objective of The Jumper Strategic Advantage Fund is to
provide current income with a low amount of share price fluctuation.

PRINCIPAL STRATEGIES

The Fund invests primarily in a broad range of investment grade fixed
income securities, including bonds, notes, convertible securities,
mortgage-backed and asset-backed securities, domestic and foreign corporate and
government securities, municipal securities, zero coupon bonds and short term
obligations, such as commercial paper and repurchase agreements. The adviser
typically selects fixed income securities with maturities of 3 years or less,
and the Fund's average maturity will usually be one year or less. The Fund will
normally invest at least 65% of its assets in investment grade fixed income
securities. The Fund may also invest in fixed income securities rated below
investment grade.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o Interest rate risk: The value of your investment may decrease when interest
rates rise.

o Credit risk: The issuer of the fixed income security may not be able to
make interest and principal payments when due. If that happens, the Fund's
share price would fall and its income distributions would decrease.

o Prepayment risk: During periods of declining interest rates, prepayment of
loans underlying mortgage-backed and asset-backed securities usually
accelerates. Prepayment may shorten the effective maturities of these
securities and the Fund may have to reinvest at a lower interest rate.

o High yield bonds: To the extent the Fund invests in lower quality bonds,
including high yield bonds (commonly referred to as junk bonds), the Fund
will be subject to greater interest rate risk and credit risk.

o Liquidity risk: An economic downturn or period of rising interest rates
could adversely affect the high yield bond market and reduce the Fund's
ability to sell its high yield bonds. This could cause the Fund's share
price to fall.

o The Fund is not a money market fund. As with any mutual fund investment,
the Fund's returns will vary and you could lose money.

o The Fund is not a complete investment program.

GENERAL

The investment objective of the Fund may be changed without shareholder
approval.

From time to time, the Fund may invest in money market instruments,
securities of other no-load mutual funds or repurchase agreements to maintain
liquidity or pending selection of investments in accordance with its policies.
If the Fund invests in shares of another mutual fund, the shareholders of the
Fund will indirectly pay additional management fees.

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for

o investors seeking a yield exceeding that earned by money market funds

o investors seeking to diversify their holdings with bonds and other fixed
income securities

o investors willing to accept price fluctuations in their investments.

<PAGE>

HOW THE FUND HAS PERFORMED

COSTS OF INVESTING IN THE FUND

The tables describe the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES INVESTOR INSTITUTIONAL
-------- -------------
(fees paid directly from your investment) CLASS CLASS
----- -----
Maximum Sales Charge (Load) Imposed on Purchases NONE NONE
Maximum Deferred Sales Charge (Load) NONE NONE
Redemption Fee NONE NONE

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee 0.75% 0.75%
Distribution and/or Service (12b-1) Fees 0.25% NONE
Other Expenses [0.00% 0.00%]
Total Annual Fund Operating Expenses 1.00% 0.75%

Expense Example:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ -------- -------- --------
INVESTOR CLASS

INSTITUTIONAL CLASS

<PAGE>

HOW TO BUY SHARES

The minimum initial investment for Investor Class shares is $5,000
($2,000 for IRAs and other retirement plans). The minimum initial investment for
Institutional Class shares is $5 million. The minimum subsequent investment for
either Class is $100. If your investment is aggregated into an omnibus account
established by an investment advisor, broker or other intermediary, the account
minimums apply to the omnibus account, not to your individual investment. If you
purchase or redeem shares through a broker/dealer or another intermediary, you
may be charged a fee by that intermediary.

INITIAL PURCHASE

U.S. Mail: Overnight:
The Jumper Strategic The Jumper Strategic
Advantage Fund Advantage Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204

BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (888)
879-5723 to set up your account and obtain an account number. You should be
prepared at that time to provide the information on the application. Then,
provide your bank with the following information for purposes of wiring your
investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: The Jumper Strategic Advantage Fund
D.D.A.# 488920992
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)

DISTRIBUTION PLAN

The Investor class has adopted a plan under Rule 12b-1 that
allows the Fund to pay for certain distribution and promotion expenses related
to marketing Investor Class shares. The expenses paid by the Fund pursuant to
the Plan shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed in any fiscal year 0.25% of the average daily net asset
value of the Investor Class shares. Payments for distribution activities may be
made directly by the Fund, or the Fund's investment advisor and distributor may
pay such expenses and obtain reimbursement from the Trust. Because these fees
are paid out of the Fund's assets on an on going basis, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges.

ADDITIONAL INVESTMENTS

You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain:

-your name -the name of your account(s)

-your account number(s) -a check made payable to The Jumper
Strategic Advantage Fund

Checks should be sent to The Jumper Strategic Advantage Fund at the address
listed above. A bank wire should be sent as outlined above.

TAX SHELTERED RETIREMENT PLANS

OTHER PURCHASE INFORMATION

The advisor may waive the minimum initial investment amount. The
minimum initial investment amount will be waived for the following investors:

o Banks, bank or broker-affiliated trust departments and savings and loan
associations, in their fiduciary capacity or for their own accounts. To the
extent permitted by regulatory authorities, a bank trust department may
charge fees to clients for whose account it purchases shares.

o Federal and state credit unions.

o Investors purchasing through a broker dealer or other financial institution
authorized by the Fund's distributor to hold shares in an omnibus account.
Investors may be charged a fee by the broker/dealer or other financial
institution for this service.

o Investors purchasing through certain broker/dealer wrap fee investment
programs.

o Broker-dealers who have a sales agreement with the Fund's distributor, and
their registered personnel and employees, including members of the
immediate families of such registered personnel and employees.

o Trustees, directors, officers and employees of the Trust, the Advisor and
service providers to the Trust, including members of the immediate family
of such individuals and employee benefit plans established by such
entities.

o Clients of the Advisor, including members of the immediate family of such
individuals.

When purchasing shares, specify which Class you are purchasing. All
purchase orders that fail to specify a Class will automatically be invested in
Investor Class shares. The differing expenses applicable to the different
classes of the Fund's shares may affect the performance of those classes.
Broker/dealers and others entitled to receive compensation for selling or
servicing Fund shares may receive more with respect to one class than another.
The Board of Trustees of the Trust does not anticipate that there will be any
conflicts among the interests of the holders of the different classes of Fund
shares. On an ongoing basis, the Board will consider whether any such conflict
exists and, if so, take appropriate action.

HOW TO REDEEM SHARES

BY MAIL - You may redeem any part of your account in the Fund at no charge
by mail. Your request should be addressed to:

U.S. Mail: The Jumper Strategic Advantage Fund
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, IN 46206-6110

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at (888) 879-5723. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the Fund's transfer agent at (888) 879-5723.
Redemptions specifying a certain date or share price cannot be accepted and will
be returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing, or under any emergency circumstances (as
determined by the Securities and Exchange Commission) the Fund may suspend
redemptions or postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund the right may require you to redeem all of your shares in the
Fund on 30 days' written notice if the value of your shares in the Fund is less
than $[5,000] due to redemption, or such other minimum amount as the Fund may
determine from time to time. An involuntary redemption constitutes a sale. You
should consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

PRICE OF SHARES

The Fund's assets are valued primarily on market quotations, where
available. Securities for which current market quotations are not readily
available, including the current market value of underlying funds, are valued at
fair value as determined in good faith by procedures approved by the Funds'
board of trustees. Short-term investments maturing in sixty days or less are
valued at amortized cost, which approximates fair market value.

Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. The Fund typically [declares substantially
all of its net investment income as dividends to its shareholders on a daily
basis and pays such dividends monthly]. The Fund typically distributes its net
long term capital gains and its net short term capital gains at least once a
year. These distributions are automatically reinvested in the Fund unless you
request cash distributions on your application or through a written request. The
Fund expects that its distributions will consist primarily of [dividends]
[capital gains].

MANAGEMENT OF THE FUND

The Jumper Group, Inc., One Union Square, Suite 505, Chattanooga, TN
374032 serves as investment advisor to the Fund. The advisor provides
fixed-income management for both taxable and tax-exempt clients, and currently
manages approximately $__ million in assets. Jay Colton Jumper has been
primarily responsible for the day-to-day management of the Fund's portfolio
since its inception in 1998. Mr. Jumper has served as Chairman and President of
the advisor since 1994. Mr. Jumper served with SunTrust Banks from 1988 to 1994
as Senior Trust Investment Officer.

During the fiscal year ended June 30, 1999 the Fund paid the Advisor a
fee equal to [0.75]% of its average daily net assets.

YEAR 2000 ISSUE

This is commonly known as the "Year 2000 Issue."

<PAGE>

FINANCIAL HIGHLIGHTS

JUMPER STRATEGIC ADVANTAGE FUND

FINANCIAL HIGHLIGHTS FOR THE PERIOD OCTOBER 26, 1998
(COMMENCEMENT OF OPERATIONS) TO JUNE 30, 1999

SELECTED PER SHARE DATA

Net asset value, beginning of period $ 2.00

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

Income from investment operations

Net investment income 0.05
Net realized and unrealized gain (loss) (0.04)

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

Total from investment operations 0.01

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

Less distributions

from net investment income (0.05)

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

Net asset value, end of period $ 1.96

===============

TOTAL RETURN (b) 0.51%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000) $2,429
Ratio of expenses to average net assets 0.75% (a)

Ratio of expenses to average net assets

before reimbursement 0.85% (a)
Ratio of net investment income to
average net assets 3.89% (a)
Ratio of net investment income to
average net assets before reimbursement 3.79% (a)
Portfolio turnover rate 255.18% (a)

(a) Annualized

(b) For periods of less than a full year, total returns are not annualized.

<PAGE>

[BACK COVER PAGE]

Call the Fund at 888-879-5723 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.

Investment Company Act #811-9096

<PAGE>

IMS CAPITAL VALUE FUND

PROSPECTUS

NOVEMBER 1, 1999

INVESTMENT OBJECTIVE:

Long-term growth

10159 S.E. Sunnyside Road
Suite 330
Portland, Oregon 97015

(800) 934-5550

9503 8/25/99 10:56 AM

<PAGE>

TABLE OF CONTENTS

PAGE

ABOUT THE FUND

COSTS OF INVESTING IN THE FUND

HOW TO BUY SHARES

HOW TO REDEEM SHARES

THE PRICE OF SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

MANAGEMENT OF THE FUND

YEAR 2000 ISSUE

FINANCIAL STATEMENTS

<PAGE>

ABOUT THE FUND

INVESTMENT OBJECTIVE

The investment objective of the IMS Capital Value Fund is long-term
growth.

PRINCIPAL STRATEGIES

The Fund invests primarily in common stocks of U.S. companies. The
Fund's investment advisor, IMS Capital Management, Inc., applies a
value-oriented investment philosophy designed to reduce risk and enhance
potential returns. The advisor strives to maximize potential returns by
purchasing companies at historically low prices, when they are temporarily out
of favor and showing signs of positive business momentum. The advisor seeks to
reduce risk through diversification and by focusing on large, high quality,
dividend-paying companies.

The advisor will select either growth or value stocks that are trading
significantly below their previous highs, if such securities are also determined
by the advisor to be trading at substantial discounts from their intrinsic
values. The companies selected generally will be highly visible, household names
that trade on the New York Stock Exchange and that historically have had market
capitalizations of at least five billion dollars. These well-capitalized,
globally-diversified companies generally have the resources to weather negative
business conditions successfully and provide both growth and stability.

The advisor believes that investors tend to overreact to short-term
negative events, which can in turn create undervalued security prices. For this
reason, the advisor applies a patient approach to stock selection. Through a
careful process of company research and analysis, the advisor selects companies
for potential purchase based on various criteria. The advisor's strategy
includes: o Monitoring companies until a combination of events or market
conditions cause the stock to decline to the

advisor's target buy price.

o Purchasing a company only after a determination that investing in the
security is timely given the nature of the decline.

o Emphasizing securities with improving business momentum, securities with a
high potential for gain upon return to historical levels, securities
trading at a discount to the advisor's estimation of the company's fair
market value (based on projected future cash flow, balance sheet
characteristics, and future earnings), and securities trading at the low
end of their historical fundamental valuation ranges based on current
financial ratios such as price-to-cash flow, price-to-book value and
price-to-earnings.

By owning a diversified collection of large U.S. companies that, as a
group, have already experienced a "correction" (i.e., as a group are generally
trading at 30% or more below historical levels), the advisor believes that the
Fund may weather "bear" (down) markets more favorably than other funds with
similar investment objectives.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o COMPANY RISK. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the Fund's
portfolio. The value of an individual company can be more volatile than the
market as a whole.

o The Fund is not a complete investment program.

o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

o
GENERAL

The investment objective of the Fund may be changed without shareholder
approval.

IS THE FUND RIGHT FOR YOU?

Because of its diversified, large company focus, the Fund is designed to be a
"core holding" within a typical investor's asset mix. The advisor typically
holds companies for three to five years at a time, and therefore believes that
the Fund may not be appropriate for those with shorter time horizons.

The Fund may be suitable for:

o Long-term investors seeking a fund with a value investment strategy o
Investors willing to accept price fluctuations in their investment o Investors
who can tolerate the risks associated with common stock investments

HOW THE FUND HAS PERFORMED

The bar chart shows changes in the Fund's returns since the Fund's
inception. The table shows how the Fund's average annual total returns compare
over time to those of a broad-based securities market index.

Insert bar chart with the following data points*:
(Total return as of December 31)

1997...............(__)%
1998...............(__)%

*The Fund's year-to-date return as of September 30, 1999 was (__)%

During the period shown, the highest return for a quarter was (__)% (Q_,
199_); and the lowest return was (__)% (Q_, 199_).

AVERAGE ANNUAL TOTAL RETURNS:

One YearSince Inception

The Fund (___)% (___)%

COSTS OF INVESTING IN THE FUND

The tables describe the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases ...........................NONE
Maximum Deferred Sales Charge (Load)........................................NONE
Redemption Fee..............................................................NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Management Fees (after fee waiver).........................................1.__%
Distribution (12b-1) Fees...................................................NONE
Other Expenses* (after reimbursement)......................................0.__%
Total Annual Fund Operating Expenses.......................................1.__%
Expense Reimbursement......................................................0.__%
Total Annual Fund Operating Expenses* (after fee waiver and reimbursement).1.__%

* Show net expenses and describe expense reimbursement if reimbursement is
contractually required

Expense Example:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
----- -------- ------- --------

<PAGE>

HOW TO BUY SHARES

The minimum initial investment in the Fund is $5,000 ($2,000 for IRAs)
and minimum subsequent investments are $100. These minimums may be waived by the
Advisor for accounts participating in an automatic investment program. If your
investment is aggregated into an omnibus account established by an investment
advisor, broker or other intermediary, the account minimums apply to the omnibus
account, not to your individual investment. If you purchase or redeem shares
through a broker/dealer or another intermediary, you may be charged a fee by
that intermediary.

INITIAL PURCHASE

U.S. Mail: Overnight:
IMS Capital Value Fund IMS Capital Value Fund
c/o American Data Services, Inc. c/o American Data Services,Inc.
P.O. Box 5536 Hauppauge Corporate Center
Hauppauge, New York 11788-0132 150 Motor Parkway
Hauppauge, New York 11788

BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call IMS Capital Management, Inc. the Fund's transfer agent at (800)
934-5550 to set up your account and obtain an account number. You should be
prepared at that time to provide the information on the application. Then,
provide your bank with the following information for purposes of wiring your
investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: IMS Capital Value Fund
D.D.A.# 485777197
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)

<PAGE>

ADDITIONAL INVESTMENTS

You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain:

-your name -the name of your account(s)
-your account number(s) -a check made payable to IMS Capital Value Fund

Checks should be sent to the IMS Capital Value Fund at the address listed above.
A bank wire should be sent as outlined above.

AUTOMATIC INVESTMENT PLAN

You may make regular investments in the Fund with an Automatic
Investment Plan by completing the appropriate section of the account application
and attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $100 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.

TAX SHELTERED RETIREMENT PLANS

OTHER PURCHASE INFORMATION

<PAGE>

HOW TO REDEEM SHARES

BY MAIL - You may redeem any part of your account in the Fund at no charge
by mail. Your request should be addressed to:

IMS Capital Value Fund
c/o American Data Services, Inc.
P.O. Box 5536
Hauppauge, New York 11788-0132

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at (800) 934-5550. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the Fund's transfer agent at (800) 934-5550.
Redemptions specifying a certain date or share price cannot be accepted and will
be returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing, or under any emergency circumstances (as
determined by the Securities and Exchange Commission) the Fund may suspend
redemptions or postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$5,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

THE PRICE OF SHARES

Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. The Fund typically distributes
substantially all of its net investment income in the form of dividends to its
shareholders on an annual basis. These distributions are automatically
reinvested in the Fund unless you request cash distributions on your application
or through a written request. The Fund expects that its distributions will
consist primarily of [long-term capital gains].

MANAGEMENT OF THE FUND

IMS Capital Management, Inc., 10159 S.E. Sunnyside Road, Suite 330,
Portland, Oregon 97015 serves as investment advisor to the Fund. IMS Capital
Management, Inc. is an independent investment advisory firm that has practiced a
large company, value-oriented, contrarian style of management for a select group
of clients since 1988. The advisor currently manages accounts for institutional
clients, retirement plans, families, trusts and small businesses, both taxable
and non-taxable. Carl W. Marker has been primarily responsible for the
day-to-day management of the Fund's portfolio since its inception. Mr. Marker
has served as the advisor's chairman, president and primary portfolio manager
since 1988, and began privately managing individual common stocks in 1981. Mr.
Marker, who graduated from the University of Oregon, previously worked for
divisions of both General Motors and Mercedes-Benz as a financial systems
analyst before founding IMS Capital Management, Inc. [Mr. Marker is regularly
quoted by the press and has appeared in SMART MONEY magazine, the WALL STREET
JOURNAL, and several other publications, and has been a repeated guest on the
PBS television program, Serious MONEY and the NIGHTLY BUSINESS REPORT.]

During the fiscal year ended June 30, 1999, the Fund paid the advisor a
fee equal to [1.59]% of its average daily net assets.

THE ADVISOR'S PERFORMANCE SUMMARY

The advisor has been managing equity accounts for its clients since
1988. The performance of the accounts with investment objectives, policies and
strategies substantially similar to those of the Fund appears below. The data is
provided to illustrate past performance of the advisor in managing such
accounts, as compared to the ValueLine Index. The persons responsible for the
performance below are the same as those responsible for the investment
management of the Fund.

The performance of the accounts managed by the advisor does not
represent the historical performance of the Fund and should not be considered
indicative of future performance of the Fund. Results may differ because of,
among other things, differences in brokerage commissions, account expenses,
including management fees, the size of positions taken in relation to account
size and diversification of securities, timing of purchases and sales,
availability of cash for new investments and the private character of accounts
compared with the public character of the Fund. In addition, the managed
accounts are not subject to certain investment limitations, diversification
requirements, and other restrictions imposed by the Investment Company Act and
the Internal Revenue Code which, if applicable, may have adversely affected the
performance results of the managed accounts. The results for different periods
may vary.

IMS CAPITAL MANAGEMENT PERFORMANCE SUMMARY
[GRAPH SHOWING GROWTH OF $10,000 INVESTMENT FROM JANUARY 1, 1991 TO
DECEMBER 31, 1998]
......... IMS CAPITAL VALUELINE
......... MANAGEMENT INDEX

1991 $14,103 $13,883
1992 $18,620 $15,986
1993 $23,236 $18,877
1994 $23,124 $18,739
1995 $26,366 $23,599
1996 $33,327 $28,267
1997 $35,693 $36,310
1998 $40,450 $38,423

GROWTH OF $10,000 INVESTED JANUARY 1, 1991 TO DECEMBER 31, 1998

FUND IMS CAPITAL VALUELINE
MANAGEMENT INDEX

AVERAGE
ANNUAL
RETURN**

One year 13.24% 13.33% 5.82%
Since Fund Inception
(8/5/96) 13.15% N/A 19.19%
Five years N/A 12.58% 15.26%
Since Managed Account Inception
(12/31/90) N/A 19.21% 18.31%

* THE ADVISOR'S TOTAL RETURNS BY YEAR WERE AS FOLLOWS: 1991 41.03%, 1992
32.03%, 1993 24.79%, 1994 0.48%, 1995 14.02%, 1996 26.3%, 1997 7.05%, 1998
13.33%. THE ADVISOR'S PERFORMANCE FIGURES REFLECT THE USE OF TIME-WEIGHTED CASH
FLOWS AND DOLLAR-WEIGHTED AVERAGE ANNUALIZED TOTAL RETURNS FOR THE ADVISOR'S
EQUITY ACCOUNTS HAVING OBJECTIVES SIMILAR TO THE FUND. THE COMPOSITE INCLUDES
ALL FEE-PAYING, DISCRETIONARY, INDIVIDUAL STOCK PORTFOLIOS ABOVE $10,000. OTHER
ACCOUNTS OF THE ADVISOR ARE EXCLUDED FROM THE COMPOSITE BECAUSE THE NATURE OF
THOSE ACCOUNTS MAKE THEM INAPPROPRIATE FOR PURPOSES OF COMPARISON. IN ADDITION,
PERFORMANCE OF ACCOUNTS PRIOR TO 1991 IS EXCLUDED FOR THE SAME REASON. IN 1988,
NO ACCOUNT SATISFIED THE ADVISOR'S CRITERIA FOR INCLUSION IN THE COMPOSITE. IN
1989 AND 1990, THE AGGREGATE ASSETS IN THE QUALIFYING ACCOUNTS WERE TOO SMALL TO
PROVIDE DIVERSIFICATION COMPARABLE TO THAT OF A DIVERSIFIED MUTUAL FUND, AND
THEREFORE THE ADVISOR BELIEVES INCLUSION OF PERFORMANCE FOR THOSE YEARS WOULD BE
MISLEADING. PERFORMANCE FIGURES REFLECTED ARE NET OF ALL EXPENSES, INCLUDING
TRANSACTION COSTS, COMMISSIONS AND MANAGEMENT FEES. RESULTS DO NOT INCLUDE THE
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. COMPLETE PERFORMANCE PRESENTATION
NOTES ARE AVAILABLE ON REQUEST.

THE VALUELINE INDEX RETURNS BY YEAR WERE AS FOLLOWS: 1991 38.83%, 1992
15.15%, 1993 18.08%, 1994 -0.73%, 1995 25.94%, 1996 19.78%, 1997 28.45%, 1998
5.82%. THE VALUELINE INDEX IS A WIDELY RECOGNIZED, UNMANAGED INDEX OF MARKET
ACTIVITY BASED UPON THE AGGREGATE, EQUALLY WEIGHTED PERFORMANCE OF APPROXIMATELY
1,600 PUBLICLY TRADED COMMON STOCKS. THE VALUELINE INDEX RETURNS REFLECT CHANGES
IN MARKET PRICES ADJUSTED FOR DIVIDENDS, DISTRIBUTIONS AND STOCK SPLITS. RETURNS
FOR THE VALUELINE INDEX DO NOT ASSUME THE REINVESTMENT OF DIVIDENDS AND CAPITAL
GAINS AND DO NOT REFLECT THE DEDUCTION OF TRANSACTION COSTS OR EXPENSES,
INCLUDING MANAGEMENT FEES.

** AVERAGE ANNUAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1998 FOR THE
MANAGED ACCOUNTS AND VALUELINE ARE CALCULATED USING CALCULATIONS WHICH DIFFER
FROM THE STANDARDIZED SEC CALCULATION.

<PAGE>

YEAR 2000 ISSUE

This is commonly known as the "Year 2000 Issue."

FINANCIAL HIGHLIGHTS

IMS CAPITAL VALUE FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<S> <C> <C> <C> <C>
EIGHT MONTHS PERIOD
ENDED ENDED
JUNE 30, YEARS ENDED OCTOBER 31, OCTOBER 31,
---------- ------------------------ -----------
1999 1998 1997 1996 (C)
---------- ------- -------- ------------

SELECTED PER SHARE DATA

Net asset value, beginning of period $ 11.28 $ 12.06 $ 10.76 $ 10.00
------------ ------------ ------------- ---------------
------------ ------------ ------------- ---------------

Income from investment operations:
Net investment income (loss) - (0.06) (0.08) (0.01)
------------ ----------- -------------- ---------------
Net realized and unrealized gain 3.28 0.12 1.38 0.77
------------ ----------- -------------- ---------------

Total from investment operations 3.28 0.06 1.30 0.76
----------- ---------- ------------- ----------------

Less Distributions

From net investment income - (0.03) - -
----------- ----------- ---------------- --------------

From net realized gain - (0.81) - -
----------- ----------- ---------------- --------------

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

Total Distributions
- (0.84) - -

----------- ----------- ---------------- --------------
=========== =========== ================ ==============

Net asset value, end of period $ 14.56 $ 11.28 $ 12.06 $ 10.76
=========== =========== ================ ==============
=========== =========== ================ ==============

TOTAL RETURN (b) 29.08% 2.27% 12.08% 7.60%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000) $ 11,608 $11,524 $9,932 $4,741
Ratio of expenses to average net assets 1.59% (a) 1.73% 1.97% 1.84% (a)
Ratio of expenses to average net assets
before reimbursement 2.17% (a) 2.34% 2.54% 3.92% (a)
Ratio of net investment income (loss) to
average net assets (0.04)% (a) (0.53)% (0.64)% (0.25)% (a)
Ratio of net investment income (loss) to
average net assets before reimbursement (0.62)% (a) (1.14)% (1.20)% (2.32)% (a)
Portfolio turnover rate 68.16% (a) 81.74% 34.76% 3.56% (a)
</TABLE>

(a) Annualized

(b) For periods of less than a full year, total returns are not annualized. (c)
August 5, 1996 (commencement of operations) to October 31, 1996

<PAGE>

[BACK COVER PAGE]

Call the Funds at 800-868-9535 to request free copies of the SAI and
the Fund's annual and semi-annual reports, to request other information about
the Fund and to make shareholder inquiries.

Investment Company Act #811-9096

<PAGE>

CORNERSTONE MVP FUND

STATEMENT OF ADDITIONAL INFORMATION

November 1, 1999

This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Cornerstone MVP Fund
dated November 1, 1999. This SAI incorporates by reference the Fund's Annual
Report to Shareholders for the fiscal year ended June 30, 1999 ("Annual
Report"). A free copy of the Prospectus or Annual Report can be obtained by
writing the Transfer Agent at Unified Fund Services, Inc., 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, or by calling (877) 687-7859.

...........................................................................

TABLE OF CONTENTS...............................................................

PAGE

Description of The Trust And Fund............................................. 1

Additional Information About Fund Investments And Risk Considerations..........2

Investment Limitations........................................................ 4

The Investment Advisor........................................................ 6

Trustees and Officers......................................................... 8

Portfolio Transactions and Brokerage.......................................... 9

Determination of Share Price................................................. 10

Investment Performance........................................................10

Custodian.....................................................................11

Transfer Agent................................................................11

Accountants.................................................................. 11

Distributor...................................................................11

Administrator.................................................................12

Financial Statements .........................................................12
5955 9/1/99

<PAGE>

DESCRIPTION OF THE TRUST AND FUND

Cornerstone MVP Fund (the "Fund") was organized as a diversified series of
AmeriPrime Funds (the "Trust") on December 31, 1998 and commenced operations on
October 28, 1998. The Trust is an open end investment company established under
the laws of Ohio by an Agreement and Declaration of Trust dated August 8, 1995
(the "Trust Agreement"). The Trust Agreement permits the Trustees to issue an
unlimited number of shares of beneficial interest of separate series without par
value. The Fund is one of a series of funds currently authorized by the
Trustees.

The Fund does not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Transfer Agent
for the account of the shareholder. Each share of a series represents an equal
proportionate interest in the assets and liabilities belonging to that series
with each other share of that series and is entitled to such dividends and
distributions out of income belonging to the series as are declared by the
Trustees. The shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to time to
divide or combine the shares of any series into a greater or lesser number of
shares of that series so long as the proportionate beneficial interest in the
assets belonging to that series and the rights of shares of any other series are
in no way affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated will be entitled to receive as a class a
distribution out of the assets, net of the liabilities, belonging to that
series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.

Any Trustee of the Trust may be removed by vote of the shareholders
holding not less than two-thirds of the outstanding shares of the Trust. The
Trust does not hold an annual meeting of shareholders. When matters are
submitted to shareholders for a vote, each shareholder is entitled to one vote
for each whole share he owns and fractional votes for fractional shares he owns.
All shares of the Fund have equal voting rights and liquidation rights. The
Declaration of Trust can be amended by the Trustees, except that any amendment
that adversely effects the rights of shareholders must be approved by the
shareholders affected. Each share of the Fund is subject to redemption at any
time if the Board of Trustees determines in its sole discretion that failure to
so redeem may have materially adverse consequences to all or any of the Fund's
shareholders.

As of October 1, 1999 the following persons may be deemed to
beneficially own five percent (5%) or more of the Fund: Charles Schwab & Co.
("Schwab"), 101 Montgomery Street, San Francisco, CA was the record owner of
97.40% of the Fund. As a result, Schwab may be deemed to control the Fund. The
Schwab accounts are omnibus accounts, and the Fund is unaware of any individual
investor owning 5% or more of the Fund.

As of October 1, 1999, the officers and Trustees as a group
beneficially owned less than 1% of the Fund.

For information concerning the purchase and redemption of shares of the
Fund, see "How to Buy Shares" and "How to Redeem Shares" in the Fund's
Prospectus. For a description of the methods used to determine the share price
and value of the Fund's assets, see "Price of Shares" in the Fund's Prospectus.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use.

A. Equity Securities. The Fund will generally be fully invested (subject to
liquidity requirements and defensive purposes) in common stock and common stock
equivalents (such as securities convertible into common stocks). Equity
securities consist of common stock, preferred stock, and common stock
equivalents (such as convertible preferred stock and convertible debentures,
rights, and warrants) and investment companies which invest primarily in the
above. Convertible preferred stock is preferred stock that can be converted into
common stock pursuant to its terms. Convertible debentures are debt instruments
that can be converted into common stock pursuant to their terms. Warrants are
options to purchase equity securities at a specified price for a specified time
period. Rights are similar to warrants, but normally have a short duration and
are distributed by the issuer to its shareholders. The Fund will not invest more
than 5% of its net assets at the time of purchase in rights, warrants,
convertible preferred stocks, or convertible bonds. The advisor will limit the
Fund's investment in convertible securities to those rated A or better by Moodys
Investors Service, Inc. or Standard & Poor's Rating Group or, if unrated, of
comparable quality in the opinion of the advisor. Equity securities also include
common stocks and common stock equivalents of domestic real estate investment
trusts and other companies which operate as real estate corporations or which
have a significant portion of their assets in real estate. The Fund will not
acquire any direct ownership of real estate.

Equity securities include S&P Depositary Receipts ("SPDRs") and other
similar instruments. SPDRs are shares of a publicly traded unit investment trust
which owns the stock included in the S&P 500 Index, and changes in the price of
the SPDRs track the movement of the Index relatively closely. Similar
instruments may track the movement of other stock indexes.

The Fund may invest up to 20% of its net assets in foreign equity
securities by purchasing American Depository Receipts (ADRs). An ADR is a
certificate evidencing ownership of shares of a foreign-based issuer held in
trust by a bank or similar financial institution. They are alternatives to the
direct purchase of the underlying securities in their national markets and
currencies. To the extent that the Fund does invest in foreign securities, such
investments may be subject to special risks. For example, there may be less
information publicly available about a foreign company than about a U.S.
company, and foreign companies are not generally subject to accounting, auditing
and financial reporting standards and practices comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the administrations or economic and monetary policies of foreign governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets, less government supervision of exchanges, brokers
and issuers, difficulty in enforcing contractual obligations, delays in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.

B. Short Sales. The term "selling short" means the Fund sells a stock or other
security that it does not own, borrows the same security from a broker or other
institution to complete the sale, and buys the same security at a later date to
repay the lender. If the security is overvalued, and the price declines before
the Fund buys the security, the Fund makes a profit. If the price of the
security increases before the Fund buys the security, the Fund loses money. The
advisor may "short" various types of equity securities, including SPDRs and
similar instruments. The advisor's strategy of using short positions is intended
to reduce the effects of general market movements on the Fund's performance,
although there is no assurance that the Advisor will be able to do so.

When selling securities short, the Fund will be required to maintain a
segregated account with its custodian of cash or high grade liquid assets equal
to the market value of the securities sold less any collateral deposited with
its broker. It is the intention of the advisor that the Fund NOT borrow money to
provide this collateral. Therefore, the Fund may, at times, maintain high levels
of cash or high grade liquid assets (e.g., U.S. Treasury bills, money market
funds, repurchase agreements) for collateral needs. However, the segregated
accounts and deposits will not limit the Fund's potential loss on a short sale,
which is unlimited.

C. Repurchase Agreements. The Fund may invest in repurchase agreements fully
collateralized by obligations of the U.S. Government and its agencies. A
repurchase agreement is a short-term investment in which the purchaser (i.e.,
the Fund) acquires ownership of an obligation issued by the U.S. Government or
by an agency of the U.S. Government ("U.S. Government Obligation") (which may be
of any maturity) and the seller agrees to repurchase the obligation at a future
time at a set price, thereby determining the yield during the purchaser's
holding period (usually not more than seven days from the date of purchase). Any
repurchase transaction in which the Fund engages will require full
collateralization of the seller's obligation during the entire term of the
repurchase agreement. In the event of a bankruptcy or other default of the
seller, the Fund could experience both delays in liquidating the underlying
security and losses in value. However, the Fund intends to enter into repurchase
agreements only with Firstar Bank, N.A. (the Fund's Custodian), other banks with
assets of $1 billion or more and registered securities dealers determined by the
Advisor to be creditworthy. The advisor monitors the creditworthiness of the
banks and securities dealers with which the Fund engages in repurchase
transactions.

D. Option Transactions. The Fund's net assets may be invested in option
transactions involving individual securities and market indices. An option
involves either (a) the right or the obligation to buy or sell a specific
instrument at a specific price until the expiration date of the option, or (b)
the right to receive payments or the obligation to make payments representing
the difference between the closing price of a market index and the exercise
price of the option expressed in dollars times a specified multiple until the
expiration date of the option. Options are sold (written) on securities and
market indices. The purchaser of an option on a security pays the seller (the
writer) a premium for the right granted but is not obligated to buy or sell the
underlying security. The purchaser of an option on a market index pays the
seller a premium for the right granted, and in return the seller of such an
option is obligated to make the payment. A writer of an option may terminate the
obligation prior to expiration of the option by making an offsetting purchase of
an identical option. Options are traded on organized exchanges and in the
over-the-counter market. Call options which the Fund sells (writes) will be
covered or secured, which means that it will own the underlying security (for an
option on a security); or (for an option on a stock index) will hold a portfolio
of securities substantially replicating the movement of the index (or, to the
extent it does not hold such a portfolio, will maintain a segregated account
with the Custodian of high quality liquid debt obligations equal to the market
value of the option, marked to market daily). When the Fund writes options, it
may be required to maintain a margin account, to pledge the underlying
securities or U.S. government obligations or to deposit liquid high quality debt
obligations in a separate account with the Custodian.

The purchase and writing of options involves certain risks; for
example, the possible inability to effect closing transactions at favorable
prices and an appreciation limit on the securities set aside for settlement, as
well as (in the case of options on a stock index) exposure to an indeterminate
liability. The purchase of options limits the Fund's potential loss to the
amount of the premium paid and can afford the Fund the opportunity to profit
from favorable movements in the price of an underlying security to a greater
extent than if transactions were effected in the security directly. However, the
purchase of an option could result in the Fund losing a greater percentage of
its investment than if the transaction were effected directly. When the Fund
writes a covered call option, it will receive a premium, but it will give up the
opportunity to profit from a price increase in the underlying security above the
exercise price as long as its obligation as a writer continues, and it will
retain the risk of loss should the price of the security decline. When the Fund
writes a covered call option, it will receive a premium, but it will assume the
risk of loss should the price of the underlying security rise above the exercise
price. When the Fund writes a covered call option on a stock index, it will
assume the risk that the price of the index will rise above the exercise price,
in which case the Fund may be required to enter into a closing transaction at a
loss. The Fund may invest up to 5% of its net assets in premiums for options it
purchases.

E. REITs. The Fund may invest up to 5% of its assets in real estate invest
trusts ("REITs"). A REIT is a corporation or business trust that invests
substantially all of its assets in interests in real estate. Equity REITs are
those which purchase or lease land and buildings and generate income primarily
from rental income. Equity REITs may also realize capital gains (or losses) when
selling property that has appreciated (or depreciated) in value. Mortgage REITs
are those which invest in real estate mortgages and generate income primarily
from interest payments on mortgage loans. Hydrid REITs generally invest in both
real property and mortgages. In addition, REITs are generally subject to risks
associated with direct ownership of real estate, such as decreases in real
estate values or fluctuations in rental income caused by a variety of factors,
including increases in interest rates, increases in property taxes and other
operating costs, casualty or condemnation losses, possible environmental
liabilities and changes in supply and demand for properties. Risks associated
with REIT investments include the fact that equity and mortgage REITs are
dependent upon specialized management skills and are not fully diversified.
These characteristics subject REITs to the risks associated with financing a
limited number of projects. They are also subject to heavy cash flow dependency,
defaults by borrowers, and self-liquidation. Additionally, equity REITs may be
affected by any changes in the value of the underlying property owned by the
trusts, and mortgage REITs may be affected by the quality of any credit
extended.

INVESTMENT LIMITATIONS

Fundamental. The investment limitations described below have been
adopted by the Trust with respect to the Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the Fund. As used in the Prospectus and
the Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").

1........Borrowing Money. The Fund will not borrow money, except (a)
from a bank, provided that immediately after such borrowing there is an asset
coverage of 300% for all borrowings of the Fund; or (b) from a bank or other
persons for temporary purposes only, provided that such temporary borrowings are
in an amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

2........Senior Securities. The Fund will not issue senior securities.
This limitation is not applicable to activities that may be deemed to involve
the issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, as amended, the rules and regulations promulgated
thereunder or interpretations of the Securities and Exchange Commission or its
staff.

3........Underwriting. The Fund will not act as underwriter of
securities issued by other persons. This limitation is not applicable to the
extent that, in connection with the disposition of portfolio securities
(including restricted securities), the Fund may be deemed an underwriter under
certain federal securities laws.

4........Real Estate. The Fund will not purchase or sell real estate.
This limitation is not applicable to investments in marketable securities which
are secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

5........Commodities. The Fund will not purchase or sell commodities
unless acquired as a result of ownership of securities or other investments.
This limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.

6........Loans. The Fund will not make loans to other persons, except
(a) by loaning portfolio securities, (b) by engaging in repurchase agreements,
or (c) by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

7........Concentration. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.

With respect to the percentages adopted by the Trust as maximum
limitations on its investment policies and limitations, an excess above the
fixed percentage will not be a violation of the policy or limitation unless the
excess results immediately and directly from the acquisition of any security or
the action taken. This paragraph does not apply to the borrowing policy set
forth in paragraph 1 above.

Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.

Non-Fundamental. The following limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment Restrictions"
above).

i........Pledging. The Fund will not mortgage, pledge, hypothecate or
in any manner transfer, as security for indebtedness, any assets of the Fund
except as may be necessary in connection with borrowings described in limitation
(1) above. Margin deposits, security interests, liens and collateral
arrangements with respect to transactions involving options, futures contracts,
short sales and other permitted investments and techniques are not deemed to be
a mortgage, pledge or hypothecation of assets for purposes of this limitation.

ii.......Borrowing. The Fund will not engage in borrowing (including
reverse repurchase agreements). ----------

iii......Margin Purchases. The Fund will not purchase securities or
evidences of interest thereon on "margin." This limitation is not applicable to
short term credit obtained by the Fund for the clearance of purchases and sales
or redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.

iv.......Options. The Fund will not purchase or sell puts, calls,
options or straddles, except as described in the Prospectus and the Statement of
Additional Information.

THE INVESTMENT ADVISOR

The Fund's investment adviser is Cornerstone Investment Management, LLC,
132 W. Main Street, Aspen, Colorado 81611. The Advisor is a limited liability
company organized in the state of Colorado in 1997, and controlled by
Christopher S. Ryan.

Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 1.10% of
the average daily net assets of the Fund. The Advisor may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the Advisor to waive any fees in the future. For the period December
31, 1998 (commencement of operations) through June 30, 1999, the Fund paid
advisory fees of $43,651.

The Advisor retains the right to use the names "Cornerstone" and " MVP"
in connection with another investment company or business enterprise with which
the Advisor is or may become associated. The Trust's right to use the name
"Cornerstone" and " MVP" automatically ceases ninety days after termination of
the Agreement and may be withdrawn by the Advisor on ninety days written notice.

The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Fund, no preference will be shown for such
securities.

TRUSTEES AND OFFICERS

<PAGE>

<TABLE>
<S> <C> <C>
==================================== ---------------- ======================================================================

NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS

==================================== ---------------- ======================================================================

*Kenneth D. Trumpfheller President and President, Treasurer and Secretary of AmeriPrime Financial Services,
Age: 41 Trustee Inc., the Fund's administrator, and AmeriPrime Financial Securities,
1793 Kingswood Drive Inc., the Fund's distributor, since 1994. President and Trustee of
Suite 200 AmeriPrime Advisors Trust and AmeriPrime Insurance Trust; Prior to
Southlake, Texas 76092 December, 1994, a senior client executive with SEI Financial
Services.

==================================== ---------------- ======================================================================

Paul S. Bellany Secretary, Secretary, Treasurer and Chief Financial Officer of AmeriPrime
Age: 40 Treasurer Financial Services, Inc. and AmeriPrime Financial Securities, Inc.;
1793 Kingswood Drive Secretary and Treasurer of AmeriPrime Advisors Trust and AmeriPrime
Suite 200 Insurance Trust; various positions with Fidelity Investments from
Southlake, Texas 76092 1987 to 1998; most recently Fund Reporting Unit Manager.

==================================== ---------------- ======================================================================
Steve L. Cobb Trustee President of Chandler Engineering Company, L.L.C., oil and gas
Age: 41 services company; various positions with Carbo Ceramics, Inc., oil
2001 Indianwood Avenue field manufacturing/supply company, from 1984 to 1997, most recently
Broken Arrow, OK 74012 Vice President of Marketing.
==================================== ================ ======================================================================
Gary E. Hippenstiel Trustee Director, Vice President and Chief Investment Officer of Legacy
Age: 52 Trust Company since 1992; President and Director of Heritage Trust
600 Jefferson Street Company from 1994-1996; Vice President and Manager of Investments of
Suite 350 Kanaly Trust Company from 1988 to 1992.
Houston, TX 77063

==================================== ================ ======================================================================
</TABLE>

The compensation paid to the Trustees of the Trust for the Fund's
fiscal year ended June 30, 1999 is set forth in the following table. Trustee
fees are Trust expenses and each series of the Trust pays a portion of the
Trustee fees.
<TABLE>
<S> <C> <C>
==================================== ----------------------- ==================================

AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST (THE TRUST IS
NAME FROM TRUST NOT IN A FUND COMPLEX)

==================================== ----------------------- ==================================
Kenneth D. Trumpfheller 0 0
==================================== ----------------------- ==================================

Steve L. Cobb $11,029 $11,029

==================================== ======================= ==================================

Gary E. Hippenstiel $11,029 $11,029

==================================== ======================= ==================================
</TABLE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust,
the Advisor is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Advisor seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Advisor generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Advisor may give consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio transactions.

The Advisor is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Advisor exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Advisor determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Advisor's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.

Over-the-counter transactions will be placed either directly with
principal market makers or with broker-dealers, if the same or a better price,
including commissions and executions, is available. Fixed income securities are
normally purchased directly from the issuer, an underwriter or a market maker.
Purchases include a concession paid by the issuer to the underwriter and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.

When the Fund and another of the Advisor's clients seek to purchase or
sell the same security at or about the same time, the Advisor may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Fund because of the increased volume of the
transaction. If the entire blocked order is not filled, the Fund may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Fund may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis. The allocation may be adjusted by the Advisor, taking into account such
factors as the size of the individual orders and transaction costs, when the
Advisor believes adjustment is reasonable. For the period December 31, 1998
(commencement of operations) through June 30, 1999, the Fund paid brokerage
commissions of $13,028.

DETERMINATION OF SHARE PRICE

The price (net asset value) of the shares of the Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. For a description of the methods
used to determine the net asset value (share price), see "Price of Shares" in
the Prospectus.

INVESTMENT PERFORMANCE

Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public offering
through the end of the Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

P(1+T)n=ERV

Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the applicable
period of the hypothetical $1,000 investment made at the
beginning of the applicable period.

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.

The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period December
31, 1998 (commencement of operations) through June 30, 1999, the Fund's total
return was 7.30%.

From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Russell Midcap Index.

In addition, the performance of the Fund may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the Fund. Performance rankings and ratings
reported periodically in national financial publications such as Barron's and
Fortune also may be used.

CUSTODIAN

Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is
Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.

TRANSFER AGENT

Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' Inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Fund with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the Advisor equal to 0.0275% of the Fund's assets up to $100 million
(subject to various monthly minimum fees, the maximum being $2,000 per month for
assets of $20 to $100 million). For the period December 31, 1998 (commencement
of operations) through June 30, 1999, Unified received $13,560 from the Advisor
(not the Fund) for these services.

ACCOUNTANTS

The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Fund for
the fiscal year ending June 30, 2000. McCurdy & Associates performs an annual
audit of the Funds' financial statements and provides financial, tax and
accounting consulting services as requested.

DISTRIBUTOR

AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Fund. Kenneth D. Trumpfheller, a Trustee and officer of the Trust, is an
affiliate of the Distributor. The Distributor is obligated to sell the shares of
the Fund on a best efforts basis only against purchase orders for the shares.
Shares of the Fund are offered to the public on a continuous basis.

ADMINISTRATOR

FINANCIAL STATEMENTS

The financial statements and independent auditor's report required to
be included in the statement of additional information are incorporated herein
by reference to the Fund's Annual Report to the shareholders for the period
ended June 30, 1999. The Trust will provide the Annual Report without charge by
calling the Fund at (877)-687-7859.

<PAGE>

GJMB GROWTH FUND
STATEMENT OF ADDITIONAL INFORMATION

November 1, 1999

This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of GJMB Growth Fund dated
November 1, 1999. This SAI incorporates by reference the Fund's Annual Report to
Shareholders for the fiscal year ended June 30, 1999 ("Annual Report"). A free
copy of the Prospectus or Annual Report can be obtained by writing the Transfer
Agent at Unified Fund Services, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, or by calling (888) 912-4562.

TABLE OF CONTENTS

PAGE

DESCRIPTION OF THE TRUST AND FUND 1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS .........1

INVESTMENT LIMITATIONS.........................................................2

THE INVESTMENT ADVISOR.........................................................3

TRUSTEES AND OFFICERS..........................................................4

PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................5

DETERMINATION OF SHARE PRICE...................................................5

INVESTMENT PERFORMANCE.........................................................6

CUSTODIAN .............................................................6

TRANSFER AGENT .............................................................6

ACCOUNTANTS .............................................................7

DISTRIBUTOR .............................................................7

ADMINISTRATOR .............................................................7

FINANCIAL STATEMENTS...........................................................7

5957 9/1/99

<PAGE>

DESCRIPTION OF THE TRUST AND FUND

GJMB Growth Fund (the "Fund") was organized as a [non-diversified]
series of AmeriPrime Funds (the "Trust") on October 22, 1998 and commenced
operations on December 31, 1998. The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. The Fund is one of a series of funds
currently authorized by the Trustees.

The Fund does not issue share certificates. All shares are held in
non-certificate form registered on the books of the Fund and the Transfer Agent
for the account of the Shareholder. Each share of a series represents an equal
proportionate interest in the assets and liabilities belonging to that series
with each other share of that series and is entitled to such dividends and
distributions out of income belonging to the series as are declared by the
Trustees. The shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to time to
divide or combine the shares of any series into a greater or lesser number of
shares of that series so long as the proportionate beneficial interest in the
assets belonging to that series and the rights of shares of any other series are
in no way affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated will be entitled to receive as a class a
distribution out of the assets, net of the liabilities, belonging to that
series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.

As of October 1, 1999, the following persons may be deemed to
beneficially own five percent (5%) or more of the Fund: Charles Schwab & Co.
("Schwab"), 101 Montgomery Street, San Francisco, CA was the record owner of
74.26% of the Fund. As a result, Schwab may be deemed to control the Fund. The
Schwab accounts are omnibus accounts, and the Fund is unaware of any individual
investor owning 5% or more of the Fund.

As of October 1, 1999, the officers and Trustees as a group
beneficially owned less than 1% of the Fund.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

This section contains additional information about the investments the
Fund may make and some of the techniques it may use.

EQUITY SECURITIES

Equity securities consist of common stock, preferred stock, and common
stock equivalents (such as convertible preferred stock and convertible
debentures, rights, and warrants) and investment companies which invest
primarily in the above. Convertible preferred stock is preferred stock that can
be converted into common stock pursuant to its terms. Convertible debentures are
debt instruments that can be converted into common stock pursuant to their
terms. The Fund will not invest more than 5% of its net assets at the time of
purchase in rights, warrants or convertible stock. Equity securities also
include common stocks and common stock equivalents of domestic real estate
investment trusts and other companies which operate as real estate corporations
or which have a significant portion of their assets in real estate. The Fund
will not acquire any direct ownership of real estate. The Fund may invest up to
5% of its net assets in each of the following: convertible preferred stock,
rights and warrants. The Fund will only invest in those convertible preferred
stocks rated A or better by Moodys Investors Services, Inc. or Standard & Poor's
Corporation or, if unrated, of comparable quality in the opinion of the Advisor.

Equity securities also include SPDRs (known as "Spiders"). These are
Standard & Poor's Depositary Receipts based on the S&P 500 or S&P 400 Composite
Stock Price Index or the NASDAQ 100 Price Index (NDX). The SPDR Trust is a unit
investment trust that holds shares of all the companies in the S&P 500, 400, or
NDX and closely tracks the price performance and dividend yield of the
applicable Index. SPDRs trade on the American Stock Exchange under the ticker
symbol "SPY", "MDY", and "QQQ." Equities also include instruments similar to
SPDRs such as DIAMONDS (shares of a unit investment trust that invests in the
Dow Jones Industrial Average.)

AMERICAN DEPOSITARY RECEIPTS

The Fund may invest up to 15% of its assets in American Depositary
Receipts ("ADRs"). An ADR is a certificate evidencing ownership of shares of a
foreign-based issuer held in trust by a bank or similar financial institution.
They are alternatives to the direct purchase of the underlying securities in
their national markets and currencies. To the extent that the Fund does invest
in foreign securities, such investments may be subject to special risks. For
example, there may be less information publicly available about a foreign
company than about a U.S. company, and foreign companies are not generally
subject to accounting, auditing and financial reporting standards and practices
comparable to those in the U.S. Other risks associated with investments in
foreign securities include changes in restrictions on foreign currency
transactions and rates of exchanges, changes in the administrations or economic
and monetary policies of foreign governments, the imposition of exchange control
regulations, the possibility of expropriation decrees and other adverse foreign
governmental action, the imposition of foreign taxes, less liquid markets, less
government supervision of exchanges, brokers and issuers, difficulty in
enforcing contractual obligations, delays in settlement of securities
transactions and greater price volatility. In addition, investing in foreign
securities will generally result in higher commissions than investing in similar
domestic securities.

INVESTMENT LIMITATIONS

1. Borrowing Money. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

2. Senior Securities. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is consistent with or permitted by the Investment
Company Act of 1940, as amended, the rules and regulations promulgated
thereunder or interpretations of the Securities and Exchange Commission or its
staff.

3. Underwriting. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities), the Fund may be deemed an underwriter under certain federal
securities laws.

4. Real Estate. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

5. Commodities. The Fund will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Fund from purchasing or selling options or
futures contracts, from investing in securities or other instruments backed by
commodities or from investing in companies which are engaged in a commodities
business or have a significant portion of their assets in commodities.

6. Loans. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing non-publicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

7. Concentration. The Fund will not invest 25% or more of its total
assets in a particular industry. This limitation is not applicable to
investments in obligations issued or guaranteed by the U.S. government, its
agencies and instrumentalities or repurchase agreements with respect thereto.

Non-Fundamental. The following limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment Restrictions"
above).

i. Pledging. The Fund will not mortgage, pledge, hypothecate or in any
manner transfer, as security for indebtedness, any assets of the Fund except as
may be necessary in connection with borrowings described in limitation (1)
above. Margin deposits, security interests, liens and collateral arrangements
with respect to transactions involving options, futures contracts, short sales
and other permitted investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.

ii. Borrowing. The Fund will not engage in borrowing (including reverse
repurchase agreements).

iii. Margin Purchases. The Fund will not purchase securities or
evidences of interest thereon on "margin." This limitation is not applicable to
short term credit obtained by the Fund for the clearance of purchases and sales
or redemption of securities, or to arrangements with respect to transactions
involving options, futures contracts, short sales and other permitted
investments and techniques.

iv. Short Sales. The Fund will not effect short sales of securities.

v. Options. The Fund will not purchase or sell puts, calls, options or
straddles, except as described in the Prospectus and the Statement of Additional
Information.

THE INVESTMENT ADVISOR

The Fund's investment adviser is Gamble, Jones Morphy & Bent, 301 East
Colorado Boulevard, Suite 802, Pasadena, California 91101. The Advisor is a
corporation organized in the state of California in 1990, and is the business
successor to a firm registered as an investment advisor since 1956. Thomas S.
Jones, President, and Thomas W. Bent, Executive Vice-President of the Advisor,
own a majority of the Advisor's shares and may be deemed to have controlling
interests.

Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 1.20% of
the average daily net assets of the Fund. The Advisor may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the Advisor to waive any fees in the future. For the period December
31, 1998 (commencement of operations) through June 30, 1999, the Fund paid
advisory fees of $23,899.

The Advisor retains the right to use the name "GJMB" in connection with
another investment company or business enterprise with which the Advisor is or
may become associated. The Trust's right to use the name "GJMB" automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.

TRUSTEES AND OFFICERS

The Board of Trustees supervises the business activities of the Trust.
The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C> <C>
==================================== ---------------- ======================================================================

NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS

==================================== ---------------- ======================================================================

*Kenneth D. Trumpfheller President and President, Treasurer and Secretary of AmeriPrime Financial Services,
Age: 41 Trustee Inc., the Fund's administrator, and AmeriPrime Financial Securities,
1793 Kingswood Drive Inc., the Fund's distributor, since 1994;President and Trustee of
Suite 200 AmeriPrime Advisors Trust and AmeriPrime Insurance Trust; Prior to
Southlake, Texas 76092 December 1994, a senior client executive with SEI Financial
Services.

==================================== ---------------- ======================================================================

==================================== ================ ======================================================================
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
==================================== ----------------------- ==================================

AGGREGATE TOTAL COMPENSATION

NAME COMPENSATION FROM TRUST (THE TRUST IS
FROM TRUST NOT IN A FUND COMPLEX)

Steve L. Cobb $11,029 $11,029

==================================== ======================= ==================================

Gary E. Hippenstiel $11,029 $11,029

==================================== ======================= ==================================
</TABLE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisor's clients (other than the Trust) generally select the
broker for execution of trades on their behalf. As a result, it is unlikely that
the Advisor's clients would use the same broker to purchase or sell the same
security on the same day. In the event that more than one client wants to
purchase or sell the same security on a given date through the same broker, the
purchases and sales will normally be made by random client selection. For the
period December 31, 1998 (commencement of operations) through June 30, 1999, the
Fund paid brokerage commissions of $10,886.

DETERMINATION OF SHARE PRICE

INVESTMENT PERFORMANCE

Each Fund may periodically advertise "average annual total return".
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public offering
through the end of the Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

P(1+T)n=ERV

Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.

The computation assumes that all dividends and distributions are
reinvested at the net asset value on the reinvestment dates and that a complete
redemption occurs at the end of the applicable period.

CUSTODIAN

TRANSFER AGENT

Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' Inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Fund with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the Advisor equal to 0.0275% of the Fund's assets up to $100 million
(subject to various monthly minimum fees, the maximum being $2,000 per month for
assets of $20 to $100 million). For the period December 31, 1998 (commencement
of operations) through June 30, 1999, Unified received $12,576 from the Advisor
(not the Fund) for these services.

ACCOUNTANTS

DISTRIBUTOR

ADMINISTRATOR

FINANCIAL STATEMENTS

<PAGE>

THE JUMPER STRATEGIC ADVANTAGE FUND

STATEMENT OF ADDITIONAL INFORMATION

NOVEMBER 1, 1999

This Statement of Additional Information ("SAI") is not a prospectus. It should
be read in conjunction with the Prospectus of Jumper Strategic Advantage Fund
dated November 1, 1999. This SAI incorporates by reference the Fund's Annual
Report to Shareholders for the fiscal year ended June 30, 1999 ("Annual
Report"). A free copy of the Prospectus or Annual Report can be obtained by
writing the Transfer Agent at Unified Fund Services, Inc., 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, or by calling (888) 879-5723.

TABLE OF CONTENTS

PAGE

Description Of The Trust And Fund..............................................1
Additional Information About Fund Investments And Risk Considerations..........2
Investment Limitations ........................................................5
The Investment Advisor ........................................................7
Trustees And Officers ........................................................8
Portfolio Transactions And Brokerage...........................................8
Determination Of Share Price...................................................9
Investment Performance........................................................10
Custodian.....................................................................11
Transfer Agent................................................................11
Accountants...................................................................11
Distributor...................................................................11
Administrator.................................................................11
Financial Statements..........................................................11
5939 9/1/99

<PAGE>

DESCRIPTION OF THE TRUST AND FUND

The Jumper Strategic Advantage Fund (the "Fund") was organized as a
diversified series of AmeriPrime Funds (the "Trust") on February 26, 1998, and
commenced operations on October 26, 1998. The Trust is an open-end investment
company established under the laws of Ohio by an Agreement and Declaration of
Trust dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits
the Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. The Fund is one of a series of funds
currently authorized by the Trustees.

As of October 1, 1999 the following persons may be deemed to
beneficially own 5% or more of the Fund: Tennessee Aquarium, P.O. Box 11048,
Chattanooga, Tennessee, 37401, 96.64%. As a result, Tennessee Aquarium may be
deemed to control the Fund. The officers and Trustees as a group beneficially
owned, as of August 5, 1999, less than 1% of the Fund.]

As of October 1, 1999, the officers and Trustees as a group
beneficially owned less than 1% of the Fund.

Upon sixty days prior written notice to shareholders, the Fund may make
redemption payments in whole or in part in securities or other property if the
Trustees determine that existing conditions make cash payments undesirable. For
other information concerning the purchase and redemption of shares of the Fund,
see "How to Buy Shares" and "How to Redeem Shares" in the Fund's Prospectus. For
a description of the methods used to determine the share price and value of the
Fund's assets, see "Price of Shares" in the Fund's Prospectus.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use.

A. Illiquid Securities. The Fund will not invest more than 15% of its
net assets in illiquid securities. Securities may be illiquid because they are
unlisted, subject to legal restrictions on resale or due to other factors which,
in the adviser's opinion, raise a question concerning the fund's ability to
liquidate the securities in a timely and orderly way without substantial loss.
Underlying funds and over-the-counter options are frequently illiquid. Illiquid
securities may also present difficult valuation issues.

B. Corporate Debt Securities. Corporate debt securities are bonds or
notes issued by corporations and other business organizations, including
business trusts, in order to finance their credit needs. Corporate debt
securities include commercial paper which consists of short term (usually from
one to two hundred seventy days) unsecured promissory notes issued by
corporations in order to finance their current operations. The Adviser considers
corporate debt securities to be of investment grade quality if they are rated
BBB or higher by Standard & Poor's Corporation ("S&P"), Baa or higher by Moody's
Investors Services, Inc. ("Moody's"), or if unrated, determined by the Adviser
to be of comparable quality. Investment grade debt securities generally have
adequate to strong protection of principal and interest payments. In the lower
end of this category, credit quality may be more susceptible to potential future
changes in circumstances and the securities have speculative elements. The Fund
will invest more than 35% of the value of its net assets in securities that are
below investment grade. If, as a result of a downgrade, the Fund holds more than
35% of the value of its net assets in securities rated below investment grade,
the Fund will take action to reduce the value of such securities below 35%.

C. Fixed Income Securities. Fixed income securities include corporate
debt securities, U.S. government securities, mortgage-backed securities, zero
coupon bonds, asset-backed and receivable-backed securities and participation
interests in such securities. Preferred stock and certain common stock
equivalents may also be considered to be fixed income securities. Fixed income
securities are generally considered to be interest rate sensitive, which means
that their value will generally decrease when interest rates rise and increase
when interest rates fall. Securities with shorter maturities, while offering
lower yields, generally provide greater price stability than longer term
securities and are less affected by changes in interest rates.

D. Municipal Securities. Municipal securities are long and short term
debt obligations issued by or on behalf of states, territories and possessions
of the United States, the District of Columbia and their political subdivisions,
agencies, instrumentalities and authorities, as well as other qualifying issuers
(including the U.S. Virgin Islands, Puerto Rico and Guam), the income from which
is exempt from regular federal income tax and exempt from state tax in the state
of issuance. Municipal securities are issued to obtain funds to construct,
repair or improve various public facilities such as airports, bridges, highways,
hospitals, housing, schools, streets and water and sewer works, to pay general
operating expenses or to refinance outstanding debts. They also may be issued to
finance various private activities, including the lending of funds to public or
private institutions for construction of housing, educational or medical
facilities or the financing of privately owned or operated facilities. Municipal
securities consist of tax exempt bonds, tax exempt notes and tax exempt
commercial paper. Municipal notes, which are generally used to provide short
term capital needs and have maturities of one year of less, include tax
anticipation notes, revenue anticipation notes, bond anticipation notes and
construction loan notes. Tax exempt commercial paper typically represents short
term, unsecured, negotiable promissory notes. The Funds may invest in other
municipal securities such as variable rate demand instruments.

The two principal classifications of municipal securities are
"general obligations" and "revenue" bonds. General obligation bonds are backed
by the issuer's full credit and taxing power. Revenue bonds are backed by the
revenues of a specific project, facility or tax. Industrial development revenue
bonds are a specific type of revenue bond backed by the credit of the private
issuer of the facility, and therefore investments in these bonds have more
potential risk that the issuer will not be able to meet scheduled payments of
principal and interest.

The Adviser considers municipal securities to be of
investment grade quality if they are rated BBB or higher by S&P, Baa or higher
by Moody's, or if unrated, determined by the Adviser to be of comparable
quality. Investment grade debt securities generally have adequate to strong
protection of principal and interest payments. In the lower end of this
category, credit quality may be more susceptible to potential future changes in
circumstances and the securities have speculative elements. The Fund will invest
more than 5% of the value of its net assets in securities that are below
investment grade. If, as a result of a downgrade, the Fund holds more than 35%
of the value of its net assets in securities rated below investment grade, the
Fund will take action to reduce the value of such securities below 35%.

E. U.S. Government Securities. U.S. government securities may be backed
by the credit of the government as a whole or only by the issuing agency. U.S.
Treasury bonds, notes, and bills and some agency securities, such as those
issued by the Federal Housing Administration and the Government National
Mortgage Association (GNMA), are backed by the full faith and credit of the U.S.
government as to payment of principal and interest and are the highest quality
government securities. Other securities issued by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan Banks and
the Federal Home Loan Mortgage Corporation, are supported only by the credit of
the agency that issued them, and not by the U.S. government. Securities issued
by the Federal Farm Credit System, the Federal Land Banks, and the Federal
National Mortgage Association (FNMA) are supported by the agency's right to
borrow money from the U.S. Treasury under certain circumstances, but are not
backed by the full faith and credit of the U.S.

government.

F. Mortgage-Backed Securities. Mortgage-Backed Securities represent an
interest in a pool of mortgages. These securities, including securities issued
by FNMA and GNMA, provide investors with payments consisting of both interest
and principal as the mortgages in the underlying mortgage pools are repaid.
Unscheduled or early payments on the underlying mortgages may shorten the
securities' effective maturities. The average life of securities representing
interests in pools of mortgage loans is likely to be substantially less than the
original maturity of the mortgage pools as a result of prepayments or
foreclosures of such mortgages. Prepayments are passed through to the registered
holder with the regular monthly payments of principal and interest, and have the
effect of reducing future payments. To the extent the mortgages underlying a
security representing an interest in a pool of mortgages are prepaid, a Fund may
experience a loss (if the price at which the respective security was acquired by
the Fund was at a premium over par, which represents the price at which the
security will be sold upon prepayment). In addition, prepayments of such
securities held by a Fund will reduce the share price of the Fund to the extent
the market value of the securities at the time of prepayment exceeds their par
value. Furthermore, the prices of mortgage-backed securities can be
significantly affected by changes in interest rates. Prepayments may occur with
greater frequency in periods of declining mortgage rates because, among other
reasons, it may be possible for mortgagors to refinance their outstanding
mortgages at lower interest rates. In such periods, it is likely that any
prepayment proceeds would be reinvested by a Fund at lower rates of return.

G. Collateralized Mortgage Obligations (CMOs). CMOs are securities
collateralized by mortgages or mortgage-backed securities. CMOs are issued with
a variety of classes or series, which have different maturities and are often
retired in sequence. CMOs may be issued by governmental or non-governmental
entities such as banks and other mortgage lenders. Non-government securities may
offer a higher yield but also may be subject to greater price fluctuation than
government securities. Investments in CMOs are subject to the same risks as
direct investments in the underlying mortgage and mortgage-backed securities. In
addition, in the event of a bankruptcy or other default of an entity who issued
the CMO held by the Fund, the Fund could experience both delays in liquidating
its position and losses.

H. Zero Coupon and Pay in Kind Bonds. Corporate debt securities and
municipal obligations include so-called "zero coupon" bonds and "pay-in-kind"
bonds. Zero coupon bonds do not make regular interest payments. Instead they are
sold at a deep discount from their face value. Each Fund will accrue income on
such bonds for tax and accounting purposes, in accordance with applicable law.
This income will be distributed to shareholders. Because no cash is received at
the time such income is accrued, the Fund may be required to liquidate other
portfolio securities to satisfy its distribution obligations. Because a zero
coupon bond does not pay current income, its price can be very volatile when
interest rates change. In calculating its dividend, the Funds take into account
as income a portion of the difference between a zero coupon bond's purchase
price and its face value. Certain types of CMOs pay no interest for a period of
time and therefore present risks similar to zero coupon bonds.

The Federal Reserve creates STRIPS (Separate Trading of
Registered Interest and Principal of Securities) by separating the coupon
payments and the principal payment from an outstanding Treasury security and
selling them as individual securities. A broker-dealer creates a derivative zero
by depositing a Treasury security with a custodian for safekeeping and then
selling the coupon payments and principal payment that will be generated by this
security separately. Examples are Certificates of Accrual on Treasury Securities
(CATs), Treasury Investment Growth Receipts (TIGRs) and generic Treasury
Receipts (TRs). These derivative zero coupon obligations are not considered to
be government securities unless they are part of the STRIPS program. Original
issue zeros are zero coupon securities issued directly by the U.S. government, a
government agency, or by a corporation.

Pay-in-kind bonds allow the issuer, at its option, to make
current interest payments on the bonds either in cash or in additional bonds.
The value of zero coupon bonds and pay-in-kind bonds is subject to greater
fluctuation in response to changes in market interest rates than bonds which
make regular payments of interest. Both of these types of bonds allow an issuer
to avoid the need to generate cash to meet current interest payments.
Accordingly, such bonds may involve greater credit risks than bonds which make
regular payment of interest. Even though zero coupon bonds and pay-in-kind bonds
do not pay current interest in cash, the Fund is required to accrue interest
income on such investments and to distribute such amounts at least annually to
shareholders. Thus, the Fund could be required at times to liquidate other
investments in order to satisfy its dividend requirements. The Fund will not
invest more than 5% of its net assets in pay-in-kind bonds.

I. Financial Service Industry Obligations. Financial service industry
obligations include among others, the following:

(1) Certificates of Deposit. Certificates of deposit are
negotiable certificates evidencing the indebtedness of a commercial bank or a
savings and loan association to repay funds deposited with it for a definite
period of time (usually from fourteen days to one year) at a stated or variable
interest rate.

(2) Time Deposits. Time deposits are non-negotiable deposits
maintained in a banking institution or a savings and loan association for a
specified period of time at a stated interest rate. Time Deposits are considered
to be illiquid prior to their maturity.

(3) Bankers' Acceptances. Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft which has been
drawn on it by a customer, which instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument upon maturity.

J. Asset-Backed and Receivable-Backed Securities. Asset-backed and
receivable-backed securities are undivided fractional interests in pools of
consumer loans (unrelated to mortgage loans) held in a trust. Payments of
principal and interest are passed through to certificate holders and are
typically supported by some form of credit enhancement, such as a letter of
credit, surety bond, limited guaranty, or senior/subordination. The degree of
credit enhancement varies, but generally amounts to only a fraction of the
asset-backed or receivable-backed security's par value until exhausted. If the
credit enhancement is exhausted, certificateholders may experience losses or
delays in payment if the required payments of principal and interest are not
made to the trust with respect to the underlying loans. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans or the financial institution providing the credit enhancement.
Asset-backed and receivable-backed securities are ultimately dependent upon
payment of consumer loans by individuals, and the certificateholder generally
has no recourse against the entity that originated the loans. The underlying
loans are subject to prepayments which shorten the securities' weighted average
life and may lower their return. As prepayments flow through at par, total
returns would be affected by the prepayments: if a security were trading at a
premium, its total return would be lowered by prepayments, and if a security
were trading at a discount, its total return would be increased by prepayments.
The Fund will not invest more than 5% of its net assets in asset-backed or
receivable-backed securities.

K. Repurchase Agreements. A repurchase agreement is a short-term
investment in which the purchaser (i.e., the Fund) acquires ownership of an
obligation issued by the U.S. Government or by an agency of the U.S. Governtment
("U.S. Government Obligation") (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
the Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered securities dealers determined
by the Advisor to be credit worthy. The Advisor monitors the creditworthiness of
the banks and securities dealers with which the Fund engages in repurchase
transactions.

L. Convertible Securities. A convertible security is a bond, debenture,
note, preferred stock or other security that may be converted into or exchanged
for a prescribed amount of common stock of the same or a different issuer within
a particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest generally paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Convertible securities have
several unique investment characteristics, such as (a) higher yields than common
stocks, but lower yields than comparable nonconvertible securities, (b) a lesser
degree of fluctuation in value than the underlying stock since they have fixed
income characteristics, and (c) the potential for capital appreciation if the
market price of the underlying common stock increases. A convertible security
might be subject to redemption at the option of the issuer at a price
established in the convertible security's governing instrument. If a convertible
security held by the Fund is called for redemption, the Fund may be required to
permit the issuer to redeem the security, convert it into the underlying common
stock or sell it to a third party.

INVESTMENT LIMITATIONS

FUNDAMENTAL. The investment limitations described below have been
adopted by the Trust with respect to the Fund and are fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the outstanding shares of the Fund. As used in the Prospectus and
this Statement of Additional Information, the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such meeting; or
(2) more than 50% of the outstanding shares of the Fund. Other investment
practices which may be changed by the Board of Trustees without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").

1. Borrowing Money. The Fund will not borrow money, except (a)
from a bank, provided that immediately after such borrowing there is an
asset coverage of 300% for all borrowings of the Fund; or (b) from a
bank or other persons for temporary purposes only, provided that such
temporary borrowings are in an amount not exceeding 5% of the Fund's
total assets at the time when the borrowing is made. This limitation
does not preclude the Fund from entering into reverse repurchase
transactions, provided that the Fund has an asset coverage of 300% for
all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

2. Senior Securities. The Fund will not issue senior
securities. This limitation is not applicable to activities that may be
deemed to involve the issuance or sale of a senior security by the
Fund, provided that the Fund's engagement in such activities is
consistent with or permitted by the Investment Company Act of 1940, as
amended, the rules and regulations promulgated thereunder or
interpretations of the Securities and Exchange Commission or its staff.

3. Underwriting. The Fund will not act as underwriter of
securities issued by other persons. This limitation is not applicable
to the extent that, in connection with the disposition of portfolio
securities (including restricted securities), the Fund may be deemed an
underwriter under certain federal securities laws.

4. Real Estate. The Fund will not purchase or sell real
estate. This limitation is not applicable to investments in marketable
securities which are secured by or represent interests in real estate.
This limitation does not preclude the Fund from investing in
mortgage-related securities or investing in companies engaged in the
real estate business or that have a significant portion of their assets
in real estate (including real estate investment trusts).

5. Commodities. The Fund will not purchase or sell commodities
unless acquired as a result of ownership of securities or other
investments. This limitation does not preclude the Fund from purchasing
or selling options or futures contracts, from investing in securities
or other instruments backed by commodities or from investing in
companies which are engaged in a commodities business or have a
significant portion of their assets in commodities.

6. Loans. The Fund will not make loans to other persons,
except (a) by loaning portfolio securities, (b) by engaging in
repurchase agreements, or (c) by purchasing nonpublicly offered debt
securities. For purposes of this limitation, the term "loans" shall not
include the purchase of a portion of an issue of publicly distributed
bonds, debentures or other securities.

7. Concentration. The Fund will not invest 25% or more of its
total assets in a particular industry. This limitation is not
applicable to investments in obligations issued or guaranteed by the
U.S. government, its agencies and instrumentalities or repurchase
agreements with respect thereto.

Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merge,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment there in
within the limitations imposed by said paragraphs above as of the date of
consummation.

THE INVESTMENT ADVISOR

The Fund's investment advisor is The Jumper Group, Inc. Jay C. Jumper
maybe deemed to be a controlling person of the Advisor due to his ownership of
the shares of the corporation.

Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, expenses which the Fund is authorized to pay pursuant to the
Distribution Plan, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 0.75% of
the average daily net assets of the Fund. The Advisor may waive all or part of
its fees, at any time, and at its sole discretion, but such action shall not
obligate the Advisor to waive any fees in the future. For the period October 26,
1998 (commencement of operations) through June 30, 1999, the Fund paid advisory
fees of $24,563.

The Advisor retains the right to use the name "Jumper" in connection
with another investment company or business enterprise with which the Advisor
may become associated. The Trust's right to use the name "Jumper" automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.

TRUSTEES AND OFFICERS

THE BOARD OF TRUSTEES SUPERVISES THE BUSINESS ACTIVITIES OF THE TRUST.
THE NAMES OF THE TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST ARE SHOWN BELOW.
EACH TRUSTEE WHO IS AN "INTERESTED PERSON" OF THE TRUST, AS DEFINED IN THE
INVESTMENT COMPANY ACT OF 1940, IS INDICATED BY AN ASTERISK.
<TABLE>
<S> <C> <C>
==================================== ---------------- ======================================================================

NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS

==================================== ---------------- ======================================================================

*Kenneth D. Trumpfheller President and President, Treasurer and Secretary of AmeriPrime Financial Services,
Age: 41 Trustee Inc., the Fund's administrator, and AmeriPrime Financial Securities,
1793 Kingswood Drive Inc., the Fund's distributor, since 1994; President and Trustee of
Suite 200 AmeriPrime Advisors Trust and AmeriPrime Insurance Trust; Prior to
Southlake, Texas 76092 December, 1994, a senior client executive with SEI Financial
Services.

==================================== ---------------- ======================================================================

Steve L. Cobb $11,029 $11,029

==================================== ======================= ==================================

Gary E. Hippenstiel $11,029 $11,029

==================================== ======================= ==================================
</TABLE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

To the extent that the Trust and another of the Advisor's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection. For the period October 26, 1998 (commencement of
operations) through June 30, 1999, the Fund paid brokerage commissions of $0.

DETERMINATION OF SHARE PRICE

The price (net asset value) of the shares of the Fund is determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which there is sufficient trading in the Fund's securities to
materially affect the net asset value. The Trust is open for business on
everyday except Saturdays, Sundays and the following holidays: New Year's Day,
Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. For a description of
the methods used to determine the net asset value (share price), see "The Price
of Shares" in the Prospectus.

INVESTMENT PERFORMANCE

P(1+T)n'ERV

Where: P = a hypothetical $1,000 initial investment
T = average annual total return n ' number of years
ERV = ending redeemable value at the end of the applicable
period of the hypothetical $1,000 investment made at
the beginning of the applicable period.

The computation assumes that all dividends and distributions are
reinvested at the net asset value on the reinvestment dates and that a complete
redemption occurs at the end of the applicable period.

In addition to providing average annual total return, the Fund may also
provide non-standardized quotations of total return for differing periods and
may provide the value of a $10,000 investment (made on the date of the initial
public offering of the Fund's shares) as of the end of a specified period. T

The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period October
26, 1998 (commencement of operations) through June 30, 1999, the Fund's total
return was 0.51%.

From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the cash equivalent market in general. For
example, the Fund may use the Donahue Money Market Index, 90 day treasury bills,
or other money market index published by an independent third party.

In addition, the performance of the Fund may be compared to other
groups of mutual funds tracked by any widely used independent research firm
which ranks mutual funds by overall performance, investment objectives and
assets, such as Lipper Analytical Services, Inc. or Morning star, Inc. The
objectives, policies, limitations and expenses of other mutual funds in a group
may not be the same as those of the Fund. Performance rankings and ratings
reported periodically in national financial publications such as Barron's and
Fortune also may be used.

CUSTODIAN

Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is
Custodian of the Fund's investments. The Custodian acts as the Fund's
depository, safekeeping its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.

TRANSFER AGENT

Unified Fund Services, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other shareholder service functions. In addition, Unified
Fund Services, Inc. provides the Fund with certain monthly reports and
record-keeping services. Fund accounting is provided by American Data Services,
Inc.("ADS"), Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, New York
11760. ADS receives an annual fee equal to .0275% of average net assets, subject
to a minimum monthly fee of $800 to $2,000 based on net assets. For the period
October 26, 1998 (commencement of operations) through June 30, 1999, ADS
received $17,610 from the Advisor (not the Fund) for those services.

ACCOUNTANTS

The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Fund for
the fiscal year ending June 30, 2000. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.

DISTRIBUTOR

ADMINISTRATOR

FINANCIAL STATEMENTS

The financial statements and independent auditor's report required to be
included in the statement of additional information are incorporated herein by
reference to the Fund's Annual Report to the shareholders for the period ended
June 30, 1999. The Trust will provide the Annual Report without charge by
calling the Fund at (888)-879-5723.

<PAGE>

IMS CAPITAL VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION

November 1, 1999

This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of IMS Capital Value Fund
dated November 1, 1999. This SAI incorporates by reference the Fund's Annual
Report to Shareholders for the fiscal year ended June 30, 1999 ("Annual
Report"). A free copy of the Prospectus or Annual Report can be obtained by
writing the Transfer Agent at American Data Services, Inc., 150 Motor Parkway,
Hauppauge, New York, 11788, or by calling (800) 934-5550.

TABLE OF CONTENTS

PAGE

DESCRIPTION OF THE TRUST.......................................................1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS.................................................................2

INVESTMENT LIMITATIONS.........................................................4

THE INVESTMENT ADVISOR.........................................................6

TRUSTEES AND OFFICERS..........................................................7

PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................7

DETERMINATION OF SHARE PRICE...................................................9

INVESTMENT PERFORMANCE.........................................................9

CUSTODIAN.....................................................................10

TRANSFER AGENT................................................................10

ACCOUNTANTS...................................................................10

DISTRIBUTOR...................................................................10

ADMINISTRATOR.................................................................10

FINANCIAL STATEMENTS..........................................................11

2820 12/12/98 7:04 PM

<PAGE>

DESCRIPTION OF THE TRUST AND FUND

IMS Capital Value Fund (the "Fund") was organized as a diversified
series of AmeriPrime Funds (the "Trust") on July 25, 1996 and commenced
operations on August 5, 1996. The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value. The Fund is one of a series of funds
currently authorized by the Trustees.

As of October 1, 1999, the following persons may be deemed to
beneficially own five percent (5%) or more of the Fund: Charles Schwab & Co.
("Schwab"), 101 Montgomery Street, San Francisco, CA was the record owner of
6.622% of the Fund. As a result, Schwab may be deemed to control the Fund. The
Schwab accounts are omnibus accounts, and the Fund is unaware of any individual
investor owning 5% or more of the Fund.

As of October 1, 1999, the officers and trustees as a group own less
than 1% of the Fund.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use.

A. Equity Securities. Equity securities include common stock, American
Depository Receipts (ADRs), preferred stock and common stock equivalents (such
as convertible preferred stock, rights and warrants). Convertible preferred
stock is preferred stock that can be converted into common stock pursuant to its
terms. Warrants are options to purchase equity securities at a specified price
valid for a specific time period. Rights are similar to warrants, but normally
have a short duration and are distributed by the issuer to its shareholders. The
Fund may invest up to 5% of its net assets at the time of purchase in
convertible preferred stock, convertible debentures, rights or warrants. The
Fund reserves the right to invest in foreign stocks, through the purchase of
American Depository Receipts, provided the companies have substantial operations
in the U.S. and do not exceed 5% of the Fund's net assets.

B. American Depository Receipts. American Depository Receipts are
dollar-denominated receipts that are generally issued in registered form by
domestic banks, and represent the deposit with the bank of a security of a
foreign issuer. To the extent that the Fund invests in foreign securities, such
investments may be subject to special risks. For example, there may be less
information publicly available about a foreign company than about a U.S.
company, and foreign companies are not generally subject to accounting, auditing
and financial reporting standards and practices comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the administrations or economic and monetary policies of foreign governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets, less government supervision of exchanges, brokers
and issuers, difficulty in enforcing contractual obligations, delays in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.

C. Covered Call Options. The Fund may write (sell) covered call options
on common stocks in the Fund's portfolio. A covered call option on a security is
an agreement to sell a particular portfolio security if the option is exercised
at a specified price, or before a set date. The Fund profits from the sale of
the option, but gives up the opportunity to profit from any increase in the
price of the stock above the option price, and may incur a loss if the stock
price falls. Risks associated with writing covered call options include the
possible inability to effect closing transactions at favorable prices and an
appreciation limit on the securities set aside for settlement. When the Fund
writes a covered call option, it will receive a premium, but it will give up the
opportunity to profit from a price increase in the underlying security above the
exercise price as long as its obligation as a writer continues, and it will
retain the risk of loss should the price of the security decline. The Fund will
only engage in exchange-traded options transactions.

D. Loans of Portfolio Securities. The Fund may made short and long term
loans of its portfolio securities. Under the lending policy authorized by the
Board of Trustees and implemented by the Advisor in response to requests of
broker-dealers or institutional investors which the Advisor deems qualified, the
borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral.

E. Purchases of Options. Up to 5% of the Fund's net assets may be
invested in purchases of put and call options involving individual securities
and market indices. An option involves either (a) the right or the obligation to
buy or sell a specific instrument at a specific price until the expiration date
of the option, or (b) the right to receive payments or the obligation to make
payments representing the difference between the closing price of a market index
and the exercise price of the option expressed in dollars times a specified
multiple until the expiration date of the option. Options are sold (written) on
securities and market indices. The purchaser of an option on a security pays the
seller (the writer) a premium for the right granted but is not obligated to buy
or sell the underlying security. The purchaser of an option on a market index
pays the seller a premium for the right granted, and in return the seller of
such an option is obligated to make the payment. Options are traded on organized
exchanges and in the over-the-counter market.

The purchase of options involves certain risks. The purchase of options
limits the Fund's potential loss to the amount of the premium paid and can
afford the Fund the opportunity to profit from favorable movements in the price
of an underlying security to a greater extent than if transactions were effected
in the security directly. However, the purchase of an option could result in the
Fund losing a greater percentage of its investment than if the transaction were
effected directly.

F. Repurchase Agreements. The Fund may invest in repurchase agreements
fully collateralized by U.S. Government obligations. A repurchase agreement is a
short-term investment in which the purchaser (i.e., the Fund) acquires ownership
of an obligation issued by the U.S. Government or by an agency of the U.S.
Government ("U.S. Government Obligations") (which may be of any maturity) and
the seller agrees to repurchase the obligation at a future time at a set price,
thereby determining the yield during the purchaser's holding period (usually not
more than seven days from the date of purchase). Any repurchase transaction in
which the Fund engages will require full collateralization of the seller's
obligation during the entire term of the repurchase agreement. In the event of a
bankruptcy or other default of the seller, the Fund could experience both delays
in liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with Firstar Bank, N.A. (the
Fund's Custodian), other banks with assets of $1 billion or more and registered
securities dealers determined by the Advisor to be creditworthy. The Advisor
monitors the creditworthiness of the banks and securities dealers with which the
Fund engages in repurchase transactions.

G. Fixed Income Securities. Although the Fund intends to invest
primarily in U.S. common stocks, the Advisor reserves the right, during periods
of unusually high interest rates or unusual market conditions, to invest in
fixed income securities for preservation of capital, total return and capital
gain purposes, if the Advisor believes that such a position would best serve the
Fund's investment objective. Fixed income securities include corporate debt
securities, U.S. government securities and participation interests in such
securities. Fixed income securities are generally considered to be interest rate
sensitive, which means that their value will generally decrease when interest
rates rise and increase when interest rates fall. Securities with shorter
maturities, while offering lower yields, generally provide greater price
stability than longer term securities and are less affected by changes in
interest rates.

CORPORATE DEBT SECURITIES - Corporate debt securities are long and
short term debt obligations issued by companies (such as publicly issued and
privately placed bonds, notes and commercial paper). The Advisor considers
corporate debt securities to be of investment grade quality if they are rated A
or higher by Standard & Poor's Corporation, or Moody's Investors Services, Inc.,
or if unrated, determined by the Advisor to be of comparable quality. Investment
grade debt securities generally have adequate to strong protection of principal
and interest payments. In the lower end of this category, credit quality may be
more susceptible to potential future changes in circumstances and the securities
have speculative elements. The Fund will not invest more than 5% of the value of
its net assets in securities that are below investment grade.

U.S. GOVERNMENT OBLIGATIONS - U.S. government obligations may be backed
by the credit of the government as a whole or only by the issuing agency. U.S.
Treasury bonds, notes, and bills and some agency securities, such as those
issued by the Federal Housing Administration and the Government National
Mortgage Association (GNMA), are backed by the full faith and credit of the U.S.
government as to payment of principal and interest and are the highest quality
government securities. Other securities issued by U.S. government agencies or
instrumentalities, such as securities issued by the Federal Home Loan Banks and
the Federal Home Loan Mortgage Corporation, are supported only by the credit of
the agency that issued them, and not by the U.S. government. Securities issued
by the Federal Farm Credit System, the Federal Land Banks, and the Federal
National Mortgage Association (FNMA) are supported by the agency's right to
borrow money from the U.S. Treasury under certain circumstances, but are not
backed by the full faith and credit of the U.S.

government.

INVESTMENT LIMITATIONS

1. Borrowing Money. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that such temporary borrowings are in an
amount not exceeding 5% of the Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, which will not be considered as borrowings
provided they are fully collateralized.

2. Senior Securities. The Fund will not issue senior securities. This
limitation is not applicable to activities that may be deemed to involve the
issuance or sale of a senior security by the Fund, provided that the Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and the Statement
of Additional Information.

4. Real Estate. The Fund will not purchase or sell real estate. This
limitation is not applicable to investments in marketable securities which have
a significant portion of their assets in real estate.

Non-Fundamental. The following limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment Restrictions"
above).

ii. Borrowing. The Fund will not purchase any security while borrowings
representing more than 5% of its total assets are outstanding. The Fund will not
invest in reverse repurchase agreements.

iv. Short Sales. The Fund will not effect short sales.

v. Options. The Fund will not purchase or sell puts, calls, options or
straddles, except as described in the Prospectus and the Statement of Additional
Information.

vi. Repurchase Agreements. The Fund may invest some or all of the funds
assets in U.S. Government repurchase agreements temporarily under certain
conditions described in the prospectus.

vii. Illiquid Investments. The Fund will not invest in securities for
which there are legal or contractual restrictions on resale and other illiquid
securities.

viii. Mortgage-related Securities. The Fund will not invest in
mortgage-related securities.

THE INVESTMENT ADVISOR

The Fund's investment advisor is IMS Capital Management, 10159 S.E.
Sunnyside Road, Suite 330, Portland, Oregon 97015. Carl W. Marker may be deemed
to be a controlling person of the Advisor due to his ownership of the shares of
the corporation.

Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees. As compensation for its management services, the Fund is obligated to
pay the Advisor a fee computed and accrued daily and paid monthly at an annual
rate of 1.59% of the average daily net assets of the Fund. The Advisor may waive
all or part of its fee, at any time, and at its sole discretion, but such action
shall not obligate the Advisor to waive any fees in the future. For the period
August 5, 1996 (commencement of operations) through October 31, 1996 and for the
fiscal years ended October 31, 1997 and 1998, the Fund paid advisory fees of
$9,952, $108,433 and $164,074, respectively. For the period November 1, 1998
(commencement of the Fund's new fiscal year) through June 30, 1999, the Fund
paid advisory fees of $98,550.

The Advisor retains the right to use the name "IMS" in connection with
another investment company or business enterprise with which the Advisor is or
may become associated. The Trust's right to use the name "IMS" automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.

TRUSTEES AND OFFICERS

The Board of Trustees supervises the business activities of the Trust.
The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C> <C>
======================================= -------------------------- ============================================================

NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING
PAST 5 YEARS

======================================= -------------------------- ============================================================

* Kenneth D. Trumpfheller President and Trustee President, Treasurer and Secretary of AmeriPrime Financial
Age: 41 Services, Inc., the Fund's administrator, and AmeriPrime
1793 Kingswood Drive Financial Securities, Inc., the Fund's distributor, since
Suite 200 1994; President and Trustee of AmeriPrime Advisors Trust
Southlake, Texas 76092 and AmeriPrime Insurance Trust; Prior to December, 1994,
a senior client executive with SEI Financial Services.

======================================= -------------------------- ============================================================

Paul S. Bellany Secretary, Treasurer Secretary, Treasurer and Chief Financial Officer of
Age: 40 AmeriPrime Financial Services, Inc. and AmeriPrime
1793 Kingswood Drive Financial Securities, Inc., since January 1999; Secretary
Suite 200 and Treasurer of AmeriPrime Advisors Trust and AmeriPrime
Southlake, Texas 76092 Insurance Trust; various positions with Fidelity
Investments from 1987 to 1998; most recently Fund Reporting
unit Manager.

======================================= -------------------------- ============================================================
Steve L. Cobb Trustee President of Chandler Engineering Company, L.L.C., oil and
Age: 41 gas services company; various positions with Carbo
2001 Indianwood Ave. Ceramics, Inc., oil field manufacturing/supply company,
Broken Arrow, Oklahoma 74102 from 1984 to 1997, most recently Vice President of
Marketing.
======================================= ========================== ============================================================
Gary E. Hippenstiel Trustee Director, Vice President and Chief Investment Officer of
Age: 52 Legacy Trust Company since 1992; President and Director of
600 Jefferson St. Suite 350 Heritage Trust Company from 1994 to 1996.
Houston, Texas 77063
======================================= ========================== ============================================================
</TABLE>

THE COMPENSATION PAID TO THE TRUSTEES OF THE TRUST FOR THE FUND'S
FISCAL YEAR ENDED JUNE 30, 1999 IS SET FORTH IN THE FOLLOWING TABLE. TRUSTEE
FEES ARE TRUST EXPENSES AND EACH SERIES OF THE TRUST PAYS A PORTION OF THE
TRUSTEE FEES.
<TABLE>
<S> <C> <C>
======================================== ----------------------------------- ==================================================

NAME AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST (THE TRUST IS
FROM TRUST NOT IN A FUND COMPLEX)

======================================== ----------------------------------- ==================================================
Kenneth D. Trumpfheller 0 0
======================================== ----------------------------------- ==================================================

Steve L. Cobb $11,029 $11,029

======================================== =================================== ==================================================

Gary E. Hippenstiel $11,029 $11,029

======================================== =================================== ==================================================
</TABLE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Fund
under the Agreement. Due to research services provided by brokers, the Fund
directed to brokers $4,421,901 and $12,288,660 of brokerage transactions (on
which commissions were $11,328 and $29,459) during the fiscal years ended
October 31, 1997 and 1998. For the period November 1, 1998 (commencement of the
Fund's new fiscal year) through June 30, 1999, the Fund directed to brokers
$11,274,145 of brokerage transactions (on which commissions were $28,330) due to
research services provided by brokers.

For the period August 5, 1996 (commencement of operations) through
October 31, 1996 and for the fiscal years ended October 31, 1997 and 1998, the
Fund paid brokerage commissions of $3,318, $22,002 and $46,635, respectively.
For the period November 1, 1998 (commencement of the Fund's new fiscal year)
through June 30, 1999, the Fund paid brokerage commissions of $33,268.

DETERMINATION OF SHARE PRICE

INVESTMENT PERFORMANCE

Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:

P(1+T)n=ERV

Where: P = a hypothetical $1,000 initial investment
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
applicable period of the hypothetical $1,000
investment made at the beginning of the
applicable period.

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period.

The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period August 5,
1996 (commencement of operations) to October 31, 1996 and for the fiscal years
ended October 31, 1997 and 1998, the Fund's average annual total return was
30.23%, annualized, 12.08% and 2.27% respectively. For the period November 1,
1998 (commencement of the Fund's new fiscal year) through June 30, 1999, the
Fund's total return was 29.08%.

CUSTODIAN

TRANSFER AGENT

American Data Services, Inc. ("ADS"), Hauppauge Corporate Center, 150
Motor Parkway, Hauppauge, New York 11788, acts as the Fund's transfer agent and,
in such capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, ADS provides the Fund with certain monthly reports, record-keeping and
other management-related services. For the period August 5, 1996 (commencement
of operations) through October 31, 1996 and for the fiscal years ended October
31, 1997 and 1998, ADS received $4,800, $20,000 and $16,878, respectively, from
the Fund for these services. For the period November 1, 1998 (commencement of
the Fund's new fiscal year) through June 30, 1999, ADS received $___ from the
Fund for these services.

ACCOUNTANTS

The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Fund for
the fiscal year ending June 30, 2000. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.

DISTRIBUTOR

ADMINISTRATOR

The Fund retains AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. For the period August 5, 1996 (commencement of operations) through
October 31, 1996 and for the fiscal years ended October 31, 1997 and 1998, the
Administrator received $12,500, $30,000, and $30,000, respectively from the Fund
for these services. For the period November 1, 1998 (commencement of the Fund's
new fiscal year) through June 30, 1999, the Administrator received $____ from
the Fund for these services.

FINANCIAL STATEMENTS

The financial statements and independent auditors' report required to
be included in the Statement of Additional Information are incorporated herein
by reference to the Fund's Annual Report to Shareholders for the period
ended June 30, 1999. The Trust will provide the Annual Report without charge by
calling the Fund at (800)-934-5550.

<PAGE>

AMERIPRIME FUNDS

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Articles of Incorporation.

(i) Copy of Registrant's Declaration of Trust, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 11, is hereby incorporated
by reference.

(ii) Copy of Amendment No. 1 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 11, is
hereby incorporated by reference.

(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 1, is
hereby incorporated by reference.

(iv) Copy of Amendment No. 3 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.

(v) Copy of Amendment No. 4 to Registrant's Declaration of Trust, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby
incorporated by reference.

(vi) Copy of Amendment No. 5 and Amendment No. 6 to Registrant's
Declaration of Trust, which were filed as an Exhibit to Registrant's
Post-Effective Amendment No. 8, are hereby incorporated by reference.

(viii) Copy of Amendment No. 7 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 11, is
hereby incorporated by reference.

(ix) Copy of Amendment No. 8 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is
hereby incorporated by reference.

(x) Copy of Amendment No. 9 to Registrant's Declaration of Trust which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 15, is hereby
incorporated by reference.

(xi) Copy of Amendment No. 10 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 16, is
hereby incorporated by reference.

(xii) Copy of Amendment No. 11 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 17, is
hereby incorporated by reference.

(xiii) Copy of Amendment No. 12 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 23, is
hereby incorporated by reference.

(xiv) Copy of Amendment No. 13 to Registrant's Declaration of Trust, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 23, is
hereby incorporated by reference.

(xv) Copy of Amendments No. 14-17 to Registrant's Declaration of Trust,
which were filed as Exhibits to Registrant's Post-Effective Amendment No. 27,
are hereby incorporated by reference.

(xvi) Copy of Amendments No. 18-19 to Registrant's Declaration of Trust
which were filed as Exhibits to Registrant's Post-Effective Amendment No. 30,
are hereby incorporated by reference.

(b) By-Laws. Copy of Registrant's By-Laws, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 11, is hereby incorporated by
reference.

(c) Instruments Defining Rights of Security Holders. - None other than in
the Declaration of Trust, as amended, and By-Laws of the Registrant.

(d) Investment Advisory Contracts.

(i) Copy of Registrant's Management Agreement with Carl Domino Associates, L.P.,
Adviser to Carl Domino Equity Income Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 11, is hereby incorporated by
reference.

(ii) Copy of Registrant's Management Agreement with Jenswold, King & Associates,
Adviser to Fountainhead Special Value Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 8, is hereby incorporated by
reference.

(iii) Copy of Registrant's Management Agreement with GLOBALT, Inc., Adviser to
GLOBALT Growth Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 11, is hereby incorporated by reference.

(iv) Copy of Registrant's Management Agreement with IMS Capital Management,
Inc., Adviser to the IMS Capital Value Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 2, is hereby incorporated by
reference.

(v) Copy of Registrant's Management Agreement with Commonwealth Advisors, Inc.,
Adviser to Florida Street Bond Fund and Florida Street Growth Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 8, is hereby
incorporated by reference.

(vi) Copy of Registrant's Management Agreement with Corbin & Company, Adviser to
Corbin Small-Cap Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 8, is hereby incorporated by reference.

(vii) Copy of Registrant's proposed Management Agreement with Vuong Asset
Management Company, LLC, Adviser to MAI Enhanced Index Fund, MAI Growth & Income
Fund, MAI Aggressive Growth Fund, MAI High-Yield Income Fund, MAI Capital
Appreciation Fund and MAI Global Equity Fund (the "MAI Family of Funds"), which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 12, is
hereby incorporated by reference.

(viii) Copy of Registrant's proposed Management Agreement with CWH Associates,
Inc., Advisor to Worthington Theme Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 10, is hereby incorporated by
reference.

(ix) Copy of Registrant's Management Agreement with Burroughs & Hutchinson,
Inc., Advisor to the Marathon Value Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 15, is hereby incorporated by
reference.

(x) Copy of Registrant's Management Agreement with The Jumper Group, Inc.,
Adviser to the Jumper Strategic Advantage Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 23, is hereby incorporated by
reference.

(xi) Copy of Registrant's Management Agreement with Appalachian Asset
Management, Inc., Advisor to the AAM Equity Fund, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 17, is hereby incorporated by
reference.

(xii) Copy of Registrant's Management Agreement with Martin Capital Advisors,
L.L.P., Advisor to the Austin Opportunity Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 23, is hereby incorporated by
reference.

(xiii) Copy of Registrant's proposed Management Agreement with Paul B.
Martin, Jr. d/b/a Martin Capital Advisors, Advisor to the Texas Opportunity
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
17, is hereby incorporated by reference.

(xiv) Copy of Registrant's Management Agreement with Martin Capital
Advisors L.L.P., Advisor to the U.S. Opportunity Fund, which was filed as an
Exhibit to Registrants Post-Effective Amendment No. 29, is hereby incorporated
by reference.

(xv) Copy of Registrant's Management Agreement with Gamble, Jones, Morphy &
Bent, Advisor to the GJMB Growth Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 23, is hereby incorporated by
reference.

(xvi) Copy of Registrant's Management Agreement with Cornerstone Investment
Management, Advisor to the Cornerstone MVP Fund, which was filed as an Exhibit
to Registrants Post-Effective Amendment No. 29, is hereby incorporated by
reference.

(xvii) Copy of Registrant's Management Agreement with Carl Domino Associates,
L.P., Advisor to the Carl Domino Growth Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 23, is hereby incorporated by
reference.

(xviii) Copy of Registrant's Management Agreement with Carl Domino Associates,
L.P., Advisor to the Carl Domino Global Equity Income Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 23, is hereby
incorporated by reference.

(xix) Copy of Registrant's Management Agreement with Dobson Capital Management,
Inc,. Advisor to the Dobson Covered Call Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 25, is hereby incorporated by
reference.

(xx) Copy of Registrant's Management Agreement with Auxier Asset Management,
LLC, Advisor to the Auxier Focus Fund is filed herewith.

(xxi) Copy of Registrant's Management Agreement with Cornerstone Capital
Management, Inc., Advisor to the Shepherd Values Market Neutral Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 27, is hereby
incorporated by reference.

(xxii) Copy of Registrant's Management Agreement with Cornerstone Capital
Management, Inc., Advisor to the Shepherd Values Growth Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 27, is hereby
incorporated by reference.

(xxiii) Copy of Registrant's Management Agreement with Columbia Partners,
L.L.C., Investment Management, Advisor to the Columbia Partners Equity Fund is
filed herewith.

(xxiv) Copy of Registrant's Management Agreement with Cash Management Systems ,
Inc. ("CMS"), Adviser to The Cash Fund is filed herewith.

(xxv) Copy of Sub-Advisory Agreement between Cash Management Systems, Inc.
and Milestone Capital Management, L.P., Sub-Advisor to The Cash Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 30, is hereby
incorporated by reference.

(xxvi) Copy of Registrant's Management Agreement with Ariston Capital
Management Corporation, Advisor to the Ariston Convertible Securities Fund,
which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 27,
is hereby incorporated by reference.

(xxvii) Copy of Registrant's Management Agreement with Leader Capital
Corp., Advisor to the Leader Converted Mutual Bank Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 29, is hereby incorporated
by reference.

(xxviii) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., Advisor to the Shepherd Values VIF Equity Fund is filed
herewith.

(xxix) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., Advisor to the Shepherd Values Small-Cap Fund is filed herewith.

(xxx) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., Advisor to the Shepherd Values International Fund is filed
herewith.

(xxvii) Copy of Registrant's Management Agreement with Shepherd Advisory
Services, Inc., Advisor to the Shepherd Values Fixed Income Fund is filed
herewith.

(xxxii) Sub-Advisory Agreements for the VIF Equity Fund, International
Fund, the Small-Cap Fund, and the Fixed Income Fund [to be supplied].

(xxxiii) Copy of Registrant's Proposed Management Agreement with Aegis
Asset Management, Inc., Advisor to the Westcott Nothing But Net Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 27, is hereby
incorporated by reference.

(xxxiv) Copy of Registrant's Proposed Management Agreement with Aegis Asset
Management, Inc., Advisor to the Westcott Large-Cap Fund, which was filed as an
Exhibit to Registrant's Post Effective-Amendment No. 27, is hereby incorporated
by reference.

(xxxv) Copy of Registrant's Proposed Management Agreement with Aegis Asset
Management, Inc., Advisor to the Westcott Fixed Income Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 27, is hereby
incorporated by reference.

(xxxvi) Copy of Registrant's Proposed Management Agreement with Jenswold,
King & Associates, Adviser to the Fountainhead Kaleidoscope Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 28, is hereby
incorporated by reference.

(e) Underwriting Contracts.

(i) Copy of Registrant's Amended and Restated Underwriting Agreement with
AmeriPrime Financial Securities, Inc., which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 8, is hereby incorporated by
reference.

(ii) Copy of Registrant's proposed Underwriting Agreement with AmeriPrime
Financial Securities, Inc. and OMNI Financial Group, LLC, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 12, is hereby incorporated
by reference.

(f) Bonus or Profit Sharing Contracts.- None.

(g) Custodial Agreements.

(i) Copy of Registrant's Agreement with the Custodian, Firstar Bank, N.A.
(formerly Star Bank), which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 11, is hereby incorporated by reference.

(ii) Copy of Registrant's Appendix B to the Agreement with the Custodian, Star
Bank, N.A., which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 8, is hereby incorporated by reference.

(iii) Copy of Registrant's Agreement with UMB Bank, N.A., Custodian to the
Dobson Covered Call Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 28, is hereby incorporated by reference.

(h) Other Material Contracts. Copy of Registrant's Agreement with the
Administrator, AmeriPrime Financial Services, Inc., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 11, is hereby incorporated
by reference.

(i) Legal Opinion.

(i) Opinion of Brown, Cummins & Brown Co., L.P.A., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 9, is hereby
incorporated by reference.

(ii) Opinion of Brown, Cummins & Brown Co., L.P.A., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 29, is hereby
incorporated by reference.

(iii) Consent of Brown, Cummins & Brown Co., L.P.A is filed herewith.

(j) Other Opinions. Consent of Accountant is filed herewith.

(k) Omitted Financial Statements.- None.

(l) Initial Capital Agreements. Copy of Letter of Initial Stockholders, which
was filed as an Exhibit to Registrant's Post-Effective Amendment No. 11, is
hereby incorporated by reference.

(m) Rule 12b-1 Plan.

(i) Form of Registrant's Rule 12b-1 Service Agreement which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 1, is hereby incorporated
by reference.

(ii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Austin
Opportunity Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 17, is hereby incorporated by reference.

(iii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Texas
Opportunity Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 17, is hereby incorporated by reference.

(iv) Copy of Registrant's Rule 12b-1 Distribution Plan for the U.S. Opportunity
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
17, is hereby incorporated by reference.

(v) Copy of Registrant's Rule 12b-1 Distribution Plan for the Jumper Strategic
Advantage Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 24, is hereby incorporated by reference.

(vi) Copy of Registrant's Rule 12b-1 Distribution Plan for the Dobson Covered
Call Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 24, is hereby incorporated by reference.

(vii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Ariston
Convertible Securities Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 27, is hereby incorporated by reference.

(viii) Copy of Registrant's Rule 12b-1 Distribution Plan for the Leader
Converted Mutual Bank Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 27, is hereby incorporated by reference.

(ix) Copy of Registrant's Rule 12b-1 Distribution Plan for the Westcott Nothing
But Net Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 28, is hereby incorporated by reference.

(x) Copy of Registrant's Rule 12b-1 Distribution Plan for the Westcott Large-Cap
Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No.
28, is hereby incorporated by reference.

(xi) Copy of Registrant's Rule 12b-1 Distribution Plan for the Westcott Fixed
Income Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 28, is hereby incorporated by reference.

(n) Financial Data Schedule - None.

(o) Rule 18f-3 Plan.

(i) Rule 18f-3 Plan for the Carl Domino Equity Income Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 16, is hereby
incorporated by reference.

(ii) Rule 18f-3 Plan for the Jumper Strategic Advantage Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 21, is hereby
incorporated by reference.

(iii) Rule 18f-3 Plan for the Westcott Funds, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 28, is hereby incorporated by
reference.

(p) Power of Attorney.

(i) Power of Attorney for Registrant and Certificate with respect thereto, which
were filed as an Exhibit to Registrant's Post-Effective Amendment No. 5, are
hereby incorporated by reference.

(ii) Powers of Attorney for Trustees and Officers, which were filed as an
Exhibit to Registrant's Post-Effective Amendment No. 5, are hereby incorporated
by reference.

(iii) Power of Attorney for the Treasurer of the Trust, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 24, is hereby incorporated
by reference.

Item 24. Persons Controlled by or Under Common Control with the Registrant
(As of October 25, 1999)

(a) Each of Carl Domino and Carl Domino Associates, L.P., may be deemed to
control the Domino Global Equity Income Fund as a result of their
respective beneficial ownership of the Fund (62.1% and 37.9%
respectively). Carl Domino may be deemed to control the Domino Growth Fund
as a result of his beneficial ownership of the Fund (68.98%). Carl Domino
controls Carl Domino Associates, L. P. (a Florida limited partnership)
because he controls the general partner. As a result, Carl Domino
Associates, L.P., the Domino Growth Fund and the Domino Global Equity
Income Fund may be deemed to be under the common control of Carl Domino.

(b) Charles L. Dobson, may be deemed to control the Dobson Covered Call Fund as
a result of his beneficial ownership of the Fund (63.23%). Charles L.
Dobson controls Dobson Capital Management, Inc. (a California corporation)
because he owns 100% of its shares. As a result, Dobson Capital Management,
Inc. and the Fund may be deemed to be under the common control of Charles
L. Dobson.

(c) J. Jeffrey Auxier may be deemed to control the Auxier Focus Fund as a
result of his beneficial ownership of the Fund (99.37%). J. Jeffrey Auxier
controls Auxier Asset Management, LLC (an Oregon limited liability company)
because he owns a majority of its shares. As a result, Auxier Asset
Management, LLC and the Fund may be deemed to be under the common control
of J. Jeffrey Auxier.

Item 25. Indemnification

(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:

Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and
except as otherwise provided in the Securities Act of 1933, as amended, and the
1940 Act, the Trust shall indemnify each of its Trustees and officers (including
persons who serve at the Trust's request as directors, officers or trustees of
another organization in which the Trust has any interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered Person") against
all liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered 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 such Covered Person's office.

Section 6.5 Advances of Expenses. The Trust shall advance attorneys'
fees or other expenses incurred by a Covered Person in defending a proceeding to
the full extent permitted by the Securities Act of 1933, as amended, the 1940
Act, and Ohio Revised Code Chapter 1707, as amended. In the event any of these
laws conflict with Ohio Revised Code Section 1701.13(E), as amended, these laws,
and not Ohio Revised Code Section 1701.13(E), shall govern.

Section 6.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article VI, "Covered Person" shall include such person's heirs, executors
and administrators. Nothing contained in this article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.

The Registrant may not pay for insurance which protects the Trustees
and officers against liabilities rising from action involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their offices.

(b) The Registrant may maintain a standard mutual fund and investment advisory
professional and directors and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant, its Trustees and officers,
and could cover its Advisers, among others. Coverage under the policy would
include losses by reason of any act, error, omission, misstatement, misleading
statement, neglect or breach of duty.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with
the securities 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 Act and will be governed by the
final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

A. Carl Domino Associates, L.P., 580 Village Boulevard, Suite 225, West Palm
Beach, Florida 33409, ("CDA"), adviser to the Carl Domino Equity Income Fund,
the Carl Domino Growth Fund and the Carl Domino International Global Equity
Income Fund, is a registered investment adviser.

(1) CDA has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
partners and officers of CDA during the past two years.

(a) Lawrence Katz, a partner in CDA, is an orthopedic surgeon in private
practice.

(b) Saltzman Partners, a partner in CDA, is a limited partnership that invests
in companies and businesses.

B. King Investment Advisors Inc., 1980 Post Oak Boulevard, Suite 2400, Houston,
Texas 77056-3898 ("King King"), adviser to the Fountainhead Special Value Fund
and the Fountainhead Kaleidoscope Fund, is a registered investment adviser.

(1) King has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of King during the past two years.

(a) John Servis, a director of JKA King, is a licensed real estate broker.

C. GLOBALT, Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225,
Atlanta, Georgia 30305 ("GLOBALT"), adviser to GLOBALT Growth Fund, is a
registered investment adviser.

(1) GLOBALT has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
officers and directors of GLOBALT during the past two years.

(a) Gregory S. Paulette, an officer of GLOBALT, is the president of GLOBALT
Capital Management, a division of GLOBALT.

D. IMS Capital Management, Inc., 10159 S.E. Sunnyside Road, Suite 330, Portland,
Oregon 97015, ("IMS"), Adviser to the IMS Capital Value Fund, is a registered
investment adviser.

(1) IMS has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of IMS during the past two years - None.

E. CommonWealth Advisors, Inc., 929 Government Street, Baton Rouge, Louisiana
70802, ("CommonWealth"), Adviser to the Florida Street Bond Fund and the Florida
Street Growth Fund, is a registered investment adviser.

(1) CommonWealth has engaged in no other business during the past two fiscal
years.

(2) The following list sets forth other substantial business activities of the
directors and officers of CommonWealth during the past two years.

(a) Walter A. Morales, President/Chief Investment Officer of CommonWealth was
the Director of an insurance/broadcasting corporation, Guaranty Corporation, 929
Government Street, Baton Rouge, Louisiana 70802 from August 1994 to February
1996. From September 1994 through the present, a registered representative of a
Broker/Dealer company, Securities Service Network, 2225 Peters Road, Knoxville,
Tennessee 37923. Beginning August 1995 through the present, an instructor at the
University of Southwestern Louisiana in Lafayette, Louisiana.

F. Corbin & Company, 1320 S. University Drive, Suite 406, Fort Worth, Texas
76107, ("Corbin"), Adviser to the Corbin Small-Cap Value Fund, is a registered
investment adviser.

(1) Corbin has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of Corbin during the past two years - None.

G. Vuong Asset Management Company, LLC, 6575 West Loop South, Suite 110,
Houston, Texas 77401, ("VAMCO"), Adviser to the MAI Family of Funds, is a
registered investment adviser.

(1) VAMCO has engaged in no other business during the past two fiscal years.

(2) The following list sets forth substantial business activities of the
directors and officers of VAMCO during the past two years.

(a) Qui Tu Vuong, the Chief Investment Officer and head of Equity Asset
Management of VAMCO, is the Chief Executive Officer of Vuong & Co., LLC, a
holding company at 6575 West Loop South #110, Bellaire, Texas 77401; and Sales
Manager/Equities Regulation Representative of Omni Financial Group, LLC, a
securities brokerage company at 6575 West Loop South #110, Bellaire, Texas
77401; and President of Oishiicorp, Inc., an investment advising corporation at
6575 West Loop South #110, Bellaire, Texas 77401; and Managing General Partner
of Sigma Delta Capital Appreciation Funds, LP, an investment company at 6575
West Loop South #110, Bellaire, Texas 77401; and President of Premier Capital
Management and Consulting Group, Inc., a financial consulting corporation at
6575 West Loop South #170, Bellaire, Texas 77401; and from August, 1992 through
February, 1996, he was a registered representative of Securities America, Inc.,
a securities brokerage corporation at 6575 West Loop South #170, Bellaire, Texas
77401.

(b) Quyen Ngoc Vuong, President, Chairman and Chief Financial Officer of VAMCO,
is the Manager of Vuong & Company, LLC, and Manager of Omni Financial Group,
LLC.

(c) Can Viet Le, Manager of VAMCO, is the Manager of Vuong and Company, LLC, and
was Co Founder and Chief Financial Officer of Tribe Computer Works, a
manufacturing network in Alameda, California from April 1990 through January,
1996.

H. CWH Associates, Inc., 200 Park Avenue, Suite 3900, New York, New York 10166,
("CWH"), Advisor to the Worthington Theme Fund, is a registered investment
Advisor.

(1) CWH has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of CWH during the past two years.

Andrew M. Abrams, the Chief Operating Officer of CWH, is a General Partner of
Abrams Investment Partners, L.P., an investment limited partnership at 200 Park
Avenue, Suite 3900, New York, New York 10166.

I. Burroughs & Hutchinson, Inc., 702 West Idaho Street, Suite 810, Boise, Idaho
("B&H"), advisor to Marathon Value Fund, is a registered investment adviser.

(1) B&H has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of B&H during the past two years.

Mark R. Matsko, Vice President and Director of B&H, was broker with D.A.
Davidson & Co., a broker/dealer in Boise, Idaho, from 1994 to 1996.

J. The Jumper Group, Inc., 1 Union Square, Suite 505, Chattanooga, Tennessee
37402, ("Jumper"), Advisor to the Jumper Strategic Advantage Fund, is a
registered investment advisor.

(1) Jumper has engaged in no other business during the past two fiscal years.

(2) The following list set forth other substantial business activities of the
directors and officers of Jumper during the past two years - None.

K. Appalachian Asset Management, Inc., 1018 Kanawha Blvd., East, Suite 209,
Charleston, WV 25301 ("AAM"), advisor to AAM Equity Fund, is a registered
investment advisor.

(1) AAM has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of AAM during the past two years - None.

L. Martin Capital Advisors, L.L.P. ("Martin"), 816 Congress Ave., Suite 1540,
Austin, TX 78701 ("Martin"), advisor to Austin Opportunity Fund, Texas
Opportunity Fund, and U.S. Opportunity Fund, is a registered investment advisor.

(1) Martin has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of GJMB during the past two years - None.

M. Gamble, Jones, Morphy & Bent, Inc., 301 East Colorado Boulevard, Suite 802,
Pasadena, California 91101 ("GJMB"), Advisor to the GJMB Fund, is a registered
investment advisor.

(1) GJMB has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of GJMB during the past two years - None.

N. Cornerstone Investment Management, L.L.C. 132 West Main Street, Aspen,
Colorado 81611 ("Cornerstone"), Advisor to the Cornerstone MVP Fund, is a
registered investment advisor.

(1) Cornerstone has engaged in no other business during the past two fiscal
years.

(2) The following list sets forth other substantial business activities of the
directors and officers of Cornerstone during the past two years:

Christopher Shawn Ryan, managing member of Cornerstone, was Vice
President-Portfolio Manager at NationsBank in Dallas, Texas from January 1994 to
October 1997.

O. Dobson Capital Management, Inc., 1422 Van Ness Street., Santa Ana, CA 92707
("Dobson"), Advisor to the Dobson Covered Call Fund, is a registered investment
advisor.

(1) Dobson has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of Dobson during the past two years: Charles L. Dobson,
President of Dobson, was the Director of Trading with Analytic/TSA Global Asset
Management, 700 S. Flower Street, Suite 2400, Los Angeles CA, from 1996 to 1998.

P. Auxier Asset Management, LLC, 8050 S.W. Warm Springs, Suite 130, Tualatin, OR
97062 ("Auxier"), Advisor to the Auxier Focus Fund, is registered investment
advisor.

(1) Auxier has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of Auxier during the past two years: Jeffrey Auxier,
Managing Member of Auxier, was a Senior Portfolio Management Director with Smith
Barney, Inc. until 1998.

Q. Cornerstone Capital Management, Inc., 6760 Corporate Drive, Suite 230,
Colorado Springs, CO 80919 ("CCM"), Adviser to the Shepherd Value Market Fund
and the Shepherd Value Growth Fund, is a registered investment advisor.

(1) CCM has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of CCM during the past two years:

a) Darrel Uselton, Director of CCM, is the Chairman of The National Capital
Companies, an investment banking firm.

b) Joseph Cerbone, Director of CCM, is the President of The National Capital
Companies, an investment banking firm.

c) Jason D. Huntley, Director of CCM, was Director of Institutional Services
with First Affirmative/Walnut Street Advisers, Colorado Springs, CO, an
investment advisory firm, from 1996 to 1997.

d) Colleen Helm, Director of CCM, was a portfolio manager with Angell Financial,
an investment adviser, from January 1998 to November 1999. Prior to that, she
was a portfolio manager with Pinnacle Financial Advisory Group, an investment
adviser.

e) Donald Ellsworth, Director of CCM, was the President of Ellsworth Advisory
Group, Inc., an investment counseling firm, from June 1987 until June 1999.

R. Columbia Partners, L.L.C., Investment Management, 1775 Pennsylvania Avenue,
N.W., Washington, DC 20006 ("Columbia"), Advisor to the Columbia Partners Equity
Fund, is a registered investment advisor.

(1) Columbia has engaged in no other business during the past two fiscal years.

(2) The following list sets forth other substantial business activities of the
directors and officers of Columbia during the past two years:

Rhys H. Williams, a principal of Columbia, has been a portfolio manager at
Columbia since late 1997. Prior to that time, Mr. Williams was the Senior Vice
President at Prudential Securities in Philadelphia, PA since 1987.

S. Legacy Investment Group, LLC, d/b/a Cash Management Systems, 290 Turnpike
Road, #338, Westborogh, Massachusetts ("CMS), Advisor to The Cash Fund, is a
registered investment advisor.

1. CMS has engaged in no other business during the past two years.

2. The following list sets forth other substantial business activities of
the directors and officers of CMS during the past two years:

David W. Reavill, Member of CMS, was a Vice President with Fixed Income Discount
Advisory Corp., Shrewsbury, MA, a money market firm, from 1997 to 1998 and a
Vice President of Reich & Tang, LLC, Westlake Village, CA, a money market firm,
from 1996 to 1997.

T. Ariston Capital Management Corporation, 40 Lake Bellevue Drive, Suite 220,
Bellevue, Washington 98005 ("Ariston"), Advisor to the Ariston Convertible
Securities Fund, is a registered investment advisor.

1. Ariston has engaged in no other business during the past two years.

2. The following list sets forth other substantial business activities of the
directors and officers of Ariston during the past two years: None.

U. Leader Capital Corp., 121 S.W. Morrison St., Ste. 450, Portland, OR 97204
("Leader"), Adviser to the Leader Converted Mutual Bank Fund, is a registered
investment advisor.

1. Leader has engaged in no other business during the past two fiscal years.

2. The following list sets forth other substantial business activities of the
directors and officers of Leader during the past two years:

(a) John Lekas, President of Leader, was a registered representative with Smith
Barney from July 1993 to November 1997.

(b) Jason McMillen, Vice President of Leader, was a research assistant with
Smith Barney from December 1996 to December 1997.

(c) Carey Guenther, Secretary of Leader, was a customer account representative
with Columbia Funds from July 1997 to January, 1998.

V. Aegis Asset Management, Inc. ("Aegis"), 230 Westcott, Suite 1, Houston,
Texas 77007, Adviser to Westcott Nothing But Net Fund, Westcott Large-Cap
Fund and Westcott Fixed Income Fund, is a registered investment adviser.

1. Aegis has engaged in no other business during the past two fiscal years.

2. The following list sets forth other substantial business activities of the
directors and officers of Aegis during the past two years:

(a) Thomas Layng Guerriero, President of Aegis, has been the President of
Westcott Securities, L.L.C., a broker/dealer, from April 1998 to the
present.

Item 27. Principal Underwriters

A. AmeriPrime Financial Securities, Inc., is the Registrant's principal
underwriter. Kenneth D. Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary and Treasurer of
the underwriter and the President and a Trustee of the Registrant. It
is also the underwriter for the AmeriPrime Insurance Trust, the Kenwood
Funds, the Rockland Funds Trust and the TANAKA Funds, Inc.

B. Information with respect to each director and officer of AmeriPrime
Financial Securities, Inc. is incorporated by reference to Schedule A
of Form BD filed by it under the Securities Exchange Act of 1934 (File
No. 8-48143).

C. Not applicable.

Item 28. Location of Accounts and Records

Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder will be maintained by the Registrant at 1793 Kingswood Drive, Suite
200, Southlake, Texas 76092 and/or by the Registrant's Custodian, Star Bank,
N.A., 425 Walnut Street, Cincinnati, Ohio 45202, and/or transfer and shareholder
service agents, American Data Services, Inc., Hauppauge Corporate Center, 150
Motor Parkway, Hauppauge, New York 11760 and Unified Fund Services, Inc., 431
Pennsylvania Street, Indianapolis, IN 46204.

Item 29. Management Services Not Discussed in Parts A or B

None.

Item 30. Undertakings

None.

<PAGE>

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 the
requirements for effectiveness of this Post-Effective Amendment to its
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, duly authorized, in the City of Cincinnati, State of Ohio, on
the 1st day of November, 1999.

AmeriPrime Funds

By:____/s/____________________________
Donald S. Mendelsohn,

Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Kenneth D. Trumpfheller,
President and Trustee

By:_____/s/_________________________
Donald S. Mendelsohn,

Gary E. Hippensteil, Trustee Attorney-in-Fact

Steve L. Cobb, Trustee November 1, 1999

Paul S. Bellany, Treasurer

<PAGE>

EXHIBIT INDEX

1. Management Agreement for Auxier Focus Fund....................EX-99.23.d.20
2. Management Agreement for Columbia Partners Equity Fund........EX-99.23.d.23
3. Management Agreement for The Cash Fund........................EX-99.23.d.24
4. Management Agreement for Shepherd Values VIF Equity Fund......EX-99.23.d.28
5. Management Agreement for Shepherd Values Small Cap Fund.......EX-99.23.d.29
6. Management Agreement for Shepherd Values International Fund...EX-99.23.d.30
7. Management Agreement for Shepherd Values Fixed Income Fund....EX-99.23.d.31
8. Consent of Counsel...............................................EX-99.23.i
9. Consent of Accountant............................................EX-99.23.j

MANAGEMENT AGREEMENT

TO: Auxier Asset Management, LLC
8050 SW Warm Springs, Suite 130
Tualatin, OR 97062

Dear Sirs:

AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.

The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is the Auxier Focus Fund (the "Fund").

You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows effective upon the date of the execution of this
Agreement.

1........ADVISORY SERVICES

.........You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.

2........ALLOCATION OF CHARGES AND EXPENSES

.........You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and all other operating expenses not specifically assumed by the
Fund.

.........The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.

3........COMPENSATION OF THE ADVISER

.........For all of the services to be rendered and payments to be made as
provided in this Agreement, as of the last business day of each month, the Fund
will pay you a fee at the annual rate of 1.35% of the average value of its

daily net assets.

.........The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).

4........EXECUTION OF PURCHASE AND SALE ORDERS

.........In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.

.........You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.

.........Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.

.........Subject to the provisions of the 1940 Act, and other
applicable law, you, any of your affiliates or any affiliates of your affiliates
may retain compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If any occasion
should arise in which you give any advice to clients of yours concerning the
shares of the Fund, you will act solely as investment counsel for such client
and not in any way on behalf of the Fund. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others,
including other registered investment companies.

5........LIMITATION OF LIABILITY OF ADVISER

.........You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.

.........Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.

6........DURATION AND TERMINATION OF THIS AGREEMENT

.........This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.

.........If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.

.........This Agreement may, on sixty days written notice, be terminated
with respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This Agreement shall automatically terminate in the event of its
assignment.

7........USE OF NAME

.........The Trust and you acknowledge that all rights to the name "Auxier"
or any variation thereof belong to you, and that the Trust is being granted a
limited license to use such words in its Fund name or in any class name. In the
event you cease to be the adviser to the Fund, the Trust's right to the use of
the name "Auxier" shall automatically cease on the ninetieth day following the
termination of this Agreement. The right to the name may also be withdrawn by
you during the term of this Agreement upon ninety (90) days' written notice by
you to the Trust. Nothing contained herein shall impair or diminish in any
respect, your right to use the name "Auxier" in the name of, or in connection
with, any other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use this name.

8........AMENDMENT OF THIS AGREEMENT

.........No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.

9........LIMITATION OF LIABILITY TO TRUST PROPERTY

.........The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.

10.......SEVERABILITY

.........In the event any provision of this Agreement is determined to be
void or unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.

11.......QUESTIONS OF INTERPRETATION

.........(a) This Agreement shall be governed by the laws of the State of
Ohio.

.........(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.

.........(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.

12.......NOTICES

.........Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 8050 SW Warm Springs St., Suite 130, Tualatin, OR 97062.

13.......COUNTERPARTS

.........This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

14.......BINDING EFFECT

.........Each of the undersigned expressly warrants and represents that he
has the full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.

15.......CAPTIONS

.........The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

.........If you are in agreement with the foregoing, please sign the form
of acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding

contract upon the date thereof.

......... Yours very truly,
ATTEST: .........

......... AmeriPrime Funds

By: By:________________________________
Kenneth D. Trumpfheller, President

Name/Title:

Dated as of March 1, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST: .........

......... Auxier Asset Management, LLC

By: _______________________________

Name/Title: Name/Title: ________________________

Dated as of March 1, 1999

MANAGEMENT AGREEMENT

TO: Columbia Partners, L.L.C., Investment Management
1775 Pennsylvania Avenue, N.W.

Washington, DC 20006

Dear Sirs:

AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.

The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is Columbia Partners Equity Fund (the "Fund").

1. ADVISORY SERVICES

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares (excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the "1940
Act") as amended); and all other operating expenses not specifically assumed by
the Fund.

The Fund will pay all brokerage fees and commissions, taxes,
interest, fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.

3. COMPENSATION OF THE ADVISER

For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 1.20% of the average value of its
daily net assets.

The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).

4. EXECUTION OF PURCHASE AND SALE ORDERS

In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for the
account with brokers or dealers selected by you, subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed at all times to seek for the Fund the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer.

You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, you are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise investment
discretion. The Fund and you understand and acknowledge that, although the
information may be useful to the Fund and you, it is not possible to place a
dollar value on such information. The Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, you may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.

Subject to the provisions of the 1940 Act, and other
applicable law, you, any of your affiliates or any affiliates of your affiliates
may retain compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others. If any occasion
should arise in which you give any advice to clients of yours concerning the
shares of the Fund, you will act solely as investment counsel for such client
and not in any way on behalf of the Fund. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
you may render investment advice, management and other services to others,
including other registered investment companies.

5. LIMITATION OF LIABILITY OF ADVISER

You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the 1940 Act or
the rules thereunder, neither you nor your shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof shall
be subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under, or
payments made pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement, or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.

Any person, even though also a director, officer, employee,
member, shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer,
employee, member, shareholder or agent of you, or one under your control or
direction, even though paid by you.

6. DURATION AND TERMINATION OF THIS AGREEMENT

This Agreement shall take effect on the date of its execution,
and shall remain in force for a period of two (2) years from the date of its
execution, and from year to year thereafter, subject to annual approval by (i)
the Board or (ii) a vote of a majority of the outstanding voting securities of
the Fund, provided that in either event continuance is also approved by a
majority of the trustees who are not interested persons of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.

If the shareholders of the Fund fail to approve the Agreement
in the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs incurred in furnishing such services
and payments or the amount you would have received under this Agreement for
furnishing such services and payments.

This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement shall automatically terminate
in the event of its assignment.

7. USE OF NAME

The Trust and you acknowledge that all rights to the name
"Columbia Partners" or any variation thereof belong to you, and that the Trust
is being granted a limited license to use such words in its Fund name or in any
class name. In the event you cease to be the adviser to the Fund, the Trust's
right to the use of the name "Columbia Partners" shall automatically cease on
the ninetieth day following the termination of this Agreement. The right to the
name may also be withdrawn by you during the term of this Agreement upon ninety
(90) days' written notice by you to the Trust. Nothing contained herein shall
impair or diminish in any respect, your right to use the name "Columbia
Partners" in the name of, or in connection with, any other business enterprises
with which you are or may become associated. There is no charge to the Trust for
the right to use this name.

8. AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

The term "AmeriPrime Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.

10. SEVERABILITY

In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.

11. QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State
of Ohio.

(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.

(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.

12. NOTICES

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, TX 76092, and your address for this
purpose shall be 1775 Pennsylvania Avenue, N.W., Washington, DC 20006.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

14. BINDING EFFECT

Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.

15. CAPTIONS

The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and return
such counterpart to the Trust, whereupon this letter shall become a binding
contract upon the date thereof.

Yours very truly,

ATTEST:

AmeriPrime Funds

By: By___/s/__________________________
Name/Title: Ken Trumpfheller, President

Dated: March 2, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Columbia Partners, L.L.C., Investment Management

By: ______/s/___________________ By: ________/s/_____________________
Name/Title: Amy L. Davis Name/Title: Terrenance W. Collins, President

Dated: March 29, 1999

7698 1/15/99 2:31PM

MANAGEMENT AGREEMENT

TO: Cash Management Systems, Inc.
290 Turnpike Road, #338
Westborough, MA 01581

Dear Sirs:

AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.

The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is The Cash Fund (the "Fund").

1. ADVISORY SERVICES

You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Trust's Board of Trustees (the "Board") may from time to time establish. You
will advise and assist the officers of the Trust in taking such steps as are
necessary or appropriate to carry out the decisions of the Board and the
appropriate committees of the Board regarding the conduct of the business of the
Fund as it relates to your responsibilities otherwise provided for in this
Agreement. You may delegate any or all of the responsibilities, rights or duties
described in this paragraph 1 to one or more sub-advisers who shall enter into
agreements with you, which agreements shall be approved and ratified by the
Board including a majority of the trustees who are not interested persons of you
or of the Trust, cast in person at a meeting called for the purpose of voting on
such approval, and (if required under interpretations of the 1940 Act by the
Securities and Exchange Commission or its staff) by vote of the holders of a
majority of the outstanding voting securities of the Fund.

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay the compensation and expenses of any persons
rendering any services to the Fund who are officers, directors, stockholders or
employees of your corporation and will make available, without expense to the
Fund, the services of such of your employees as may duly be elected officers or
trustees of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The compensation and expenses of any officers,
trustees and employees of the Trust who are not officers, directors, employees
or stockholders of your corporation will be paid by the Fund.

The Fund will be responsible for the payment of all operating
expenses of the Fund, including the compensation and expenses of any employees
of the Fund and of any other persons rendering any services to the Fund;
clerical and shareholder service staff salaries; office space and other office
expenses; fees and expenses incurred by the Fund in connection with membership
in investment company organizations; legal, auditing and accounting expenses;
expenses of registering shares under federal and state securities laws,
including expenses incurred by the Fund in connection with the organization and
initial registration of shares of the Fund; insurance expenses; fees and
expenses of the custodian, transfer agent, dividend disbursing agent,
shareholder service agent, plan agent, administrator ( including fees and
expenses payable to you under the Administration Agreement between you and the
Trust ), accounting and pricing services agent and underwriter of the Fund;
expenses, including clerical expenses, of issue, sale, redemption or repurchase
of shares of the Fund; the cost of preparing and distributing reports and
notices to shareholders, the cost of printing or preparing prospectuses and
statements of additional information for delivery to the Fund's current and
prospective shareholders; the cost of printing or preparing stock certificates
or any other documents, statements or reports to shareholders; expenses of
shareholders' meetings and proxy solicitations; advertising, promotion and other
expenses incurred directly or indirectly in connection with the sale or
distribution of the Fund's shares (including expenses which the Fund is
authorized to pay pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act") or under the Fund's Shareholder Servicing
Plan); and all other operating expenses not specifically assumed by you. The
Fund will also pay all brokerage fees and commissions, taxes, borrowing costs
(such as dividend expense on securities sold short and interest), fees and
expenses of the non-interested person trustees and such extraordinary or
non-recurring expenses as may arise, including litigation to which the Fund may
be a party and indemnification of the Trust's trustees and officers with respect
thereto.

You may obtain reimbursement from the Fund, at such time or times as
you may determine in your sole discretion, for any of the expenses advanced by
you, which the Fund is obligated to pay, and such reimbursement shall not be
considered to be part of your compensation pursuant to this Agreement.

3. COMPENSATION OF THE ADVISER

For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 0.12% of the average value of its
daily net assets.

4. EXECUTION OF PURCHASE AND SALE ORDERS

5. LIMITATION OF LIABILITY OF ADVISER

6. DURATION AND TERMINATION OF THIS AGREEMENT

7. USE OF NAME

The Trust and you acknowledge that all rights to the name
"CMS" or any variation thereof belong to you, and that the Trust is being
granted a limited license to use such words in its Fund name or in any class
name. In the event you cease to be the adviser to the Fund, the Trust's right to
the use of the name "CMS" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety (90) days'
written notice by you to the Trust. Nothing contained herein shall impair or
diminish in any respect, your right to use the name "CMS" in the name of, or in
connection with, any other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use this name.

8. AMENDMENT OF THIS AGREEMENT

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

10. SEVERABILITY

In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.

11. QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State
of Ohio.

12. NOTICES

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 290 Turnpike Road, #338, Westborough, MA 01581.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

14. BINDING EFFECT

15. CAPTIONS

The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

Yours very truly,

ATTEST:

AmeriPrime Funds

By: ___/s/__________________ By:_/s/_______________________
Name/Title: Paul S. Bellany/ CFO Name/Title: Kenneth D. Trumpfheller

Dated: June 21, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Cash Management Systems, Inc.

By: By:__/s/______________________
Name/Title: Name/Title:David W. Reavill, President

Dated: July 21, 1999

MANAGEMENT AGREEMENT

TO: Shepherd Advisory Services, Inc.
102 South Tajon, Suite 430
Colorado Springs, CO 80903

Dear Sirs:

AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.

The Trust has been organized to engage in the business of an investment
company. The Trust currently offers several series of shares to investors, one
of which is the Shepherd Values VIF Equity Fund (the "Fund").

1. ADVISORY SERVICES

You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund as it relates to your responsibilities
otherwise provided for in this agreement. You may delegate any or all of the
responsibilities, rights or duties described in this paragraph 1 to one or more
sub-advisers who shall enter into agreements with you, which agreements shall be
approved and ratified by the Board including a majority of the trustees who are
not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the Fund.

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and all other operating expenses not specifically assumed by the
Fund.

The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.

3. COMPENSATION OF THE ADVISER

4. EXECUTION OF PURCHASE AND SALE ORDERS

5. LIMITATION OF LIABILITY OF ADVISER

6. DURATION AND TERMINATION OF THIS AGREEMENT

7. USE OF NAME

The Trust and you acknowledge that all rights to the name
"Shepherd Values" or any variation thereof belong to you, and that the Trust is
being granted a limited license to use such words in its Fund name or in any
class name. In the event you cease to be the adviser to the Fund, the Trust's
right to the use of the name "Shepherd Values" shall automatically cease on the
ninetieth day following the termination of this Agreement. The right to the name
may also be withdrawn by you during the term of this Agreement upon ninety (90)
days' written notice by you to the Trust. Nothing contained herein shall impair
or diminish in any respect, your right to use the name "Shepherd Values" in the
name of, or in connection with, any other business enterprises with which you
are or may become associated. There is no charge to the Trust for the right to
use this name.

8. AMENDMENT OF THIS AGREEMENT

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

10. SEVERABILITY

In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.

11. QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State
of Ohio.

12. NOTICES

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 102 South Tajon, Suite 430, Colorado Springs, CO 80903.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

14. BINDING EFFECT

15. CAPTIONS

The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

Yours very truly,

ATTEST:

AmeriPrime Funds

By: __/s/_________________ By ___/s/_________________

Name/Title: Monta B. Henry Name/Title:Kenneth D. Trumpfheller/ President

Dated: September 27, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Shepherd Advisory Services, Inc.

By: __/s/_________________ By: ___/s/____________________
Name/TitleChris McKnight/CFO Name/Title: Stephen R. Bolt/ President

Dated: September 30, 1999

MANAGEMENT AGREEMENT

TO: Shepherd Advisory Services, Inc.
102 South Tajon, Suite 430
Colorado Springs, CO 80903

Dear Sirs:

AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.

1. ADVISORY SERVICES

You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund as it relates to your responsibilities
otherwise provided for in this agreement. You may delegate any or all of the
responsibilities, rights or duties described in this paragraph 1 to one or more
sub-advisers who shall enter into agreements with you, which agreements shall be
approved and ratified by the Board including a majority of the trustees who are
not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the Fund.

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and all other operating expenses not specifically assumed by the
Fund.

3. COMPENSATION OF THE ADVISER

4. EXECUTION OF PURCHASE AND SALE ORDERS

5. LIMITATION OF LIABILITY OF ADVISER

6. DURATION AND TERMINATION OF THIS AGREEMENT

7. USE OF NAME

8. AMENDMENT OF THIS AGREEMENT

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

10. SEVERABILITY

In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.

11. QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State
of Ohio.

12. NOTICES

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 102 South Tajon, Suite 430, Colorado Springs, CO 80903.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

14. BINDING EFFECT

15. CAPTIONS

The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

Yours very truly,

ATTEST:

AmeriPrime Funds

By: __/s/___________________ By: __/s/_________________________

Name/Title: Monta B. Henry Name/Title Kenneth D. Trumpfheller/ President

Dated: ___________, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Shepherd Advisory Services, Inc.

By: ___/s/____________________ By: ___/s/________________________

Name/Title: Chris McKnight/ CFO Name/Title: Stephen R. Bolt

Dated: September 30, 1999

MANAGEMENT AGREEMENT

TO: Shepherd Advisory Services, Inc.
102 South Tajon, Suite 430
Colorado Springs, CO 80903

Dear Sirs:

AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.

1. ADVISORY SERVICES

You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund as it relates to your responsibilities
otherwise provided for in this agreement. You may delegate any or all of the
responsibilities, rights or duties described in this paragraph 1 to one or more
sub-advisers who shall enter into agreements with you, which agreements shall be
approved and ratified by the Board including a majority of the trustees who are
not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the Fund.

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and all other operating expenses not specifically assumed by the
Fund.

3. COMPENSATION OF THE ADVISER

4. EXECUTION OF PURCHASE AND SALE ORDERS

5. LIMITATION OF LIABILITY OF ADVISER

6. DURATION AND TERMINATION OF THIS AGREEMENT

7. USE OF NAME

8. AMENDMENT OF THIS AGREEMENT

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

10. SEVERABILITY

In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.

11. QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State
of Ohio.

12. NOTICES

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 102 South Tajon, Suite 430, Colorado Springs, CO 80903.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

14. BINDING EFFECT

15. CAPTIONS

The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

Yours very truly,

ATTEST:

AmeriPrime Funds

By: ____/s/__________________ By: __/s/_________________________

Name/Title: Monta B. Henry Name/Title Kenneth D. Trumpfheller/ President

Dated: September 27, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Shepherd Advisory Services, Inc.

By: __/s/_____________________ By: ____/s/_______________________

Name/Title: Chris McKnight/ CFO Name/Title: Stephen Bolt/ CEO

Dated: September 30, 1999

MANAGEMENT AGREEMENT

TO: Shepherd Advisory Services, Inc.
102 South Tajon, Suite 430
Colorado Springs, CO 80903

Dear Sirs:

AmeriPrime Funds (the "Trust") herewith confirms our agreement with
you.

1. ADVISORY SERVICES

You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies. You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the portion of the
Fund's assets to be held uninvested, subject always to the Fund's investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect, and subject further to such policies and instructions as the
Board may from time to time establish. You will advise and assist the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund as it relates to your responsibilities
otherwise provided for in this agreement. You may delegate any or all of the
responsibilities, rights or duties described in this paragraph 1 to one or more
sub-advisers who shall enter into agreements with you, which agreements shall be
approved and ratified by the Board including a majority of the trustees who are
not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the Fund.

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and all other operating expenses not specifically assumed by the
Fund.

3. COMPENSATION OF THE ADVISER

4. EXECUTION OF PURCHASE AND SALE ORDERS

5. LIMITATION OF LIABILITY OF ADVISER

6. DURATION AND TERMINATION OF THIS AGREEMENT

7. USE OF NAME

8. AMENDMENT OF THIS AGREEMENT

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

10. SEVERABILITY

In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.

11. QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State
of Ohio.

12. NOTICES

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, and your address for
this purpose shall be 102 South Tajon, Suite 430, Colorado Springs, CO 80903.

COUNTERPARTS

This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

14. BINDING EFFECT

15. CAPTIONS

The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

Yours very truly,

ATTEST:

AmeriPrime Funds

By: __/s/_______________________ By: __/s/________________________

Name/Title: Monta B. Henry Name/Title: Kenneth D. Trumpfheller/ President

Dated: September 27, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Shepherd Advisory Services, Inc.

By: ____/s/_______________________ By: ____/s/________________________

Name/Title Chris McKnight/ CFO Name/Title: Stephen R. Bold/ President

Dated: September 30, 1999

BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET JOANN M. STRASSER
JAMES R. CUMMINS CINCINNATI, OHIO 45202 AARON A. VANDERLAAN
ROBERT S BROWN TELEPHONE (513) 381-2121
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 OF COUNSEL
LYNNE SKILKEN GILBERT BETTMAN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN

November 1, 1999

AmeriPrime Funds
1793 Kingswood Drive
Southlake, Texas 76092

Gentlemen:

Legal opinions that we prepared were filed with Post-Effective Amendment
No. 9 and Post-Effective Amendment No. 29 (the "Legal Opinions"). We hereby give
you our consent to incorporate by reference the Legal Opinions into
Post-Effective Amendment No. 31 to your Registration Statement (the
"Amendment"), and consent to all references to us in the Amendment.

Very truly yours,

_______/s/_______________________
Brown, Cummins & Brown Co., L.P.A.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
dated July 24, 1999 and to all references to our firm included in or made a part
of this Post-Effective Amendment No. 31 to AmeriPrime Fund's Registration
Statement on Form N-1A (file No. 33-96826), including the references to our firm
under the heading "Financial Highlights" in each series Prospectus and the
heading "Accountants" in each series Statement of Additional Information.

_____/s/_______________________
McCurdy & Associates CPA's, Inc.
Westlake, Ohio

October 29, 1999

10129 10/29/99 10:23 AM