AMERIPRIME FUNDS
NSAR-B/A, EX-99.77B, 2000-11-14
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Board of Trustees

Columbia Partners Equity Fund (a series of the AmeriPrime Funds)

In planning and performing our audit of the financial statements of the Columbia
Partners  Equity  Fund for the year ended  March 31,  2000,  we  considered  its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control structure.

The  management  of  the  Columbia  Partners  Equity  Fund  is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000


Board of Trustees

Martin Capital Austin Opportunity Fund (a series of the Ameriprime Funds)

In planning and performing  our audit of the financial  statements of the Martin
Capital Austin Opportunity Fund for the year ended March 31, 2000, we considered
its  internal   control   structure,   including   procedures  for  safeguarding
securities,  in order to determine  our auditing  procedures  for the purpose of
expressing  our  opinion  on the  financial  statements  and to comply  with the
requirements  of Form N-SAR,  not to provide  assurance on the internal  control
structure.

The management of the Martin Capital Austin  Opportunity Fund is responsible for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000



Board of Trustees

Martin Capital U.S. Opportunity Fund (a series of the Ameriprime Funds)

In planning and performing  our audit of the financial  statements of the Martin
Capital U.S.  Opportunity  Fund for the year ended March 31, 2000, we considered
its  internal   control   structure,   including   procedures  for  safeguarding
securities,  in order to determine  our auditing  procedures  for the purpose of
expressing  our  opinion  on the  financial  statements  and to comply  with the
requirements  of Form N-SAR,  not to provide  assurance on the internal  control
structure.

The management of the Martin Capital U.S.  Opportunity  Fund is responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000


Board of Trustees

Shepherd Values Growth Fund (a series of the AmeriPrime Funds)

In planning and performing our audit of the financial statements of the Shepherd
Values Growth Fund for the year ended March 31, 2000, we considered its internal
control structure, including procedures for safeguarding securities, in order to
determine our auditing  procedures  for the purpose of expressing our opinion on
the financial  statements and to comply with the requirements of Form N-SAR, not
to provide assurance on the internal control structure.

The  management  of  the  Shepherd   Values  Growth  Fund  is  responsible   for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000



Board of Trustees

Shepherd Values Small-Cap Fund (a series of the AmeriPrime Funds)

In planning and performing our audit of the financial statements of the Shepherd
Values  Small-Cap  Fund for the year ended March 31,  2000,  we  considered  its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control structure.

The  management  of the  Shepherd  Values  Small-Cap  Fund  is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000


Board of Trustees

Shepherd Values International Fund (a series of the AmeriPrime Funds)

In planning and performing our audit of the financial statements of the Shepherd
Values  International  Fund for the year ended March 31, 2000, we considered its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control structure.

The management of the Shepherd  Values  International  Fund is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000


Board of Trustees

Shepherd Values VIF Equity Fund (a series of the AmeriPrime Funds)

In planning and performing our audit of the financial statements of the Shepherd
Values VIF Equity  Fund for the year ended March 31,  2000,  we  considered  its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control structure.

The  management  of the  Shepherd  Values VIF  Equity  Fund is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000


Board of Trustees

Shepherd Values Fixed Income Fund (a series of the AmeriPrime Funds)

In planning and performing our audit of the financial statements of the Shepherd
Values Fixed Income Fund for the year ended March 31, 2000,  we  considered  its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on the internal control structure.

The  management  of the Shepherd  Values Fixed  Income Fund is  responsible  for
establishing and maintaining an internal control  structure.  In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of internal control  structure  policies and
procedures.  Two of the  objectives  of an  internal  control  structure  are to
provide management with reasonable, but not absolute,  assurance that assets are
safeguarded  against loss from  unauthorized use or disposition and transactions
are executed in accordance with management's authorization and recorded properly
to permit  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities  may  occur  and may not be  detected.  Also,  projection  of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate  because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 20, 2000




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