AMERIPRIME FUNDS
N-30D, 2000-04-06
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Dear Fellow Shareholder,

We are pleased to present the semi-annual report of the Dobson Covered Call Fund
as of January 31, 2000. For the six-month period the Fund returned .6% while the
S&P 500 Index returned 5.6%. From inception the Fund returned 8.4% while the S&P
500 Index  returned 11%. The Fund's  standard  deviation from inception was 2.22
compared with 4.04 for the Index. This is a risk level that is 55% of the Index.

Clearly the major topic of interest has been the  performance of the NASDAQ this
past six months.  Its rapid advance has been  surprising to say the least.  This
unusual  dispersion,  where a relatively few stocks appreciate at enormous rates
while the overwhelming majority of stocks have small or negative returns,  tends
to distort the overall market return.  This was especially  evident in the month
of  December.  Dispersions  like this  occur  occasionally  in the market but we
haven't seen anything this severe. Some of you may remember the energy crisis of
the 1980's when you couldn't pay enough for energy  stocks.  Eventually  unusual
dispersions abate although no one can predict when.

As can be seen in the accompanying  report the Fund holds  technology  stocks in
approximately the same percentage as the S&P 500 Technology sector. In hindsight
it would have been better to have 100% of the portfolio in technology. Obviously
when a particular sector or a few stocks are over-weighted in a portfolio,  risk
is increased.  Since the purpose of a covered call strategy is to reduce risk or
volatility,  over-weighting is not an investment strategy we follow. That is not
to say an investor  should not invest in the technology  sector.  Just like this
Fund is  diversified,  we believe  investors  should also be  diversified  among
several investment styles according to their risk tolerance. We will continue to
do what we do best which is to select  the best  stock/option  combination  that
provides a risk or volatility that is approximately 60% of the S&P 500 Index.

We welcome your comments and questions. Thank you for investing with us.

Charles L. Dobson
Portfolio Manager

<PAGE>

<TABLE>
<CAPTION>

DOBSON COVERED CALL FUND
SCHEDULE OF INVESTMENTS  - JANUARY 31, 2000

(UNAUDITED)
<S>                                                                             <C>                 <C>
COMMON STOCKS - 94.9%                                                           SHARES                      VALUE

BASIC INDUSTRIES - 3.2%
PAPER & FOREST PRODUCTS - 3.2%
International Paper Co. (a)                                                     1,000                        $ 47,625
                                                                                                     -----------------

DURABLES - 3.3%
AUTOS & AUTO PARTS - 3.3%
Ford Motor Co. (a)                                                              1,000                          49,750
                                                                                                     -----------------
ENERGY - 8.2%
ENERGY SERVICES - 4.1%
Schlumberger Ltd. (a)                                                           1,000                          61,062
                                                                                                     -----------------
OIL & GAS - 4.1%
Royal Dutch Petroleum ADR (a)                                                   1,000                          55,063
Transocean Sedco Forex, Inc.                                                      193                           6,140
                                                                                                     -----------------
                                                                                                               61,203
                                                                                                     -----------------
   TOTAL ENERGY                                                                                               122,265
                                                                                                     -----------------

FINANCE - 13.8%
BANKS - 9.8%
Bank of America Corp. (a)                                                       1,000                          48,437
Citigroup, Inc. (a)                                                             1,000                          57,563
Wells Fargo, Inc. (a)                                                           1,000                          40,000
                                                                                                     -----------------
                                                                                                              146,000
                                                                                                     -----------------
FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES - 4.0%
Fannie Mae (a)                                                                  1,000                          59,938
                                                                                                     -----------------

   TOTAL FINANCE                                                                                              205,938
                                                                                                     -----------------

HEALTH - 10.5%
DIVERSIFIED - 7.6%
American Home Products Corp.                                                    1,000                          47,063
Bristol-Myers Squibb Co. (a)                                                    1,000                          66,000
                                                                                                     -----------------
                                                                                                              113,063
                                                                                                     -----------------
DRUGS & PHARMACEUTICALS - 2.9%
Schering-Plough Corp. (a)                                                       1,000                          44,000
                                                                                                     -----------------

   TOTAL HEALTH                                                                                               157,063
                                                                                                     -----------------

INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%
INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%
Caterpillar, Inc. (a)                                                           1,000                          42,437
                                                                                                     -----------------


DOBSON COVERED CALL FUND

SCHEDULE OF INVESTMENTS - JANUARY 31, 2000 - CONTINUED
(UNAUDITED)

COMMON STOCKS - CONTINUED                                                       SHARES                      VALUE

MEDIA & LEISURE - 4.9%
ENTERTAINMENT - 2.4%
Disney (Walt) Co. (a)                                                           1,000                        $ 36,250
                                                                                                     -----------------
RESTAURANTS - 2.5%
McDonald's Corp. (a)                                                            1,000                          37,188
                                                                                                     -----------------

   TOTAL MEDIA & LEISURE                                                                                       73,438
                                                                                                     -----------------

NON-DURABLES - 8.9%
BEVERAGES - 3.9%
Coca-Cola Co. (a)                                                               1,000                          57,437
                                                                                                     -----------------

FOODS - 2.5%
Heinz (H.J.) Co. (a)                                                            1,000                          37,187
                                                                                                     -----------------

HOUSEHOLD PRODUCTS - 2.5%
Gillette Co. (a)                                                                1,000                          37,625
                                                                                                     -----------------

   TOTAL NON-DURABLES                                                                                         132,249
                                                                                                     -----------------

RETAIL & WHOLESALE - 5.7%
BUILDING SUPPLIES - 5.7%
Home Depot, Inc. (a)                                                            1,500                          84,469
                                                                                                     -----------------

TECHNOLOGY - 20.2%
COMMUNICATIONS EQUIPMENT - 11.0%
Cisco Systems, Inc. (a) (b)                                                     1,000                         109,500
Lucent Technologies, Inc. (a)                                                   1,000                          55,250
                                                                                                     -----------------
                                                                                                              164,750
                                                                                                     -----------------
COMPUTER SERVICES & SOFTWARE - 3.4%
Oracle Corp. (a) (b)                                                            1,000                          49,953
                                                                                                     -----------------

COMPUTERS & OFFICE EQUIPMENT - 2.6%
Dell Computer Corp. (a) (b)                                                     1,000                          38,437
                                                                                                     -----------------

ELECTRONIC INSTRUMENTS - 3.2%
Honeywell International, Inc. (a)                                               1,000                          48,000
                                                                                                     -----------------

  TOTAL TECHNOLOGY                                                                                            301,140
                                                                                                     -----------------


DOBSON COVERED CALL FUND

SCHEDULE OF INVESTMENTS - JANUARY 31, 2000 - CONTINUED
(UNAUDITED)

COMMON STOCKS - CONTINUED

UTILITIES - 13.4%
ELECTRIC UTILITY - 3.9%
Duke Energy Corp.                                                               1,000                        $ 57,750
                                                                                                     -----------------

TELEPHONE SERVICES - 9.5%
AT&T Corp. (a)                                                                  1,000                          52,500
BellSouth Corp. (a)                                                             1,000                          46,875
SBC Communications, Inc. (a)                                                    1,000                          43,000
                                                                                                     -----------------
                                                                                                              142,375
                                                                                                     -----------------

   TOTAL UTILITIES                                                                                            200,125
                                                                                                     -----------------

TOTAL COMMON STOCKS (COST $1,472,475)                                                                       1,416,499
                                                                                                     -----------------


                                                                                PRINCIPAL
                                                                                VALUE                         VALUE

MONEY MARKET SECURITIES - 7.3%
Federal Prime Obligation, 5.35% (c) (Cost $109,275)                             $ 109,275                   $ 109,275
                                                                                                     -----------------

TOTAL INVESTMENTS - 102.2% (Cost $1,581,750)                                                                1,525,774
                                                                                                     -----------------
Liabilities in excess of other assets - (2.2%)                                                                (32,671)
                                                                                                     -----------------
Total Net Assets - 100.0%                                                                                 $ 1,493,103
                                                                                                     =================


(a) Security is segregated as collateral for options written.
(b) Non-income producing
(c) Variable rate security; the coupon rate shown represents the rate at January 31, 2000.
</TABLE>
<TABLE>
<CAPTION>

CALL OPTIONS WRITTEN JANUARY 31, 2000
<S>                                                                                         <C>              <C>
                                                                                             SHARES
                                                                                             SUBJECT
COMMON STOCKS / EXPIRATION DATE @ EXERCISE PRICE                                             TO CALL           VALUE

AT&T Corp. / April 2000 @ 55                                                                 1,000            $ 3,000
Bank of America Corp. / March 2000 @ 50                                                      1,000              2,500
BellSouth Corp. / April 2000 @ 50                                                            1,000              1,688
Bristol-Myers Squibb, Inc. / March 2000 @ 70                                                 1,000              2,437
Caterpillar, Inc. / March 2000 @ 50                                                          1,000                688
Cisco Systems, Inc. / February 2000 @ 115                                                    1,000              3,875
Citigroup, Inc. / March 2000 @ 55                                                            1,000              5,000
Coca-Cola Co. / May 2000 @ 70                                                                1,000                875
Dell Computer Corp. / February 2000 @ 45                                                     1,000                313
Disney (Walt) Co. / February 2000 @ 35                                                       1,000              2,125
Fannie Mae / March 2000 @ 65                                                                 1,000              1,312
Ford Motor Co. / March 2000 @ 55                                                             1,000                750
Gillette Co. / March 2000 @ 45                                                               1,000                500
Heinz (H.J.) Co. / March 2000 @ 40                                                           1,000                625
Home Depot, Inc. / February 2000 @ 100                                                       1,000                219
Honeywell International, Inc. / February 2000 @ 60                                           1,000                 63
International Paper, Inc. / April 2000 @ 55                                                  1,000              1,375
Lucent Technologies, Inc. / February 2000 @ 60                                               1,000                812
McDonald's Corp. / March 2000 @ 45                                                           1,000                250
Oracle Corp. / February 2000 @ 55                                                            1,000              1,875
Royal Dutch Petroleum ADR / April 2000 @ 65                                                  1,000                437
SBC Communications, Inc. / April 2000 @ 50                                                   1,000              1,625
Schering-Plough, Inc. / February 2000 @ 50                                                   1,000                500
Schlumberger Ltd. / February 2000 @ 60                                                       1,000              8,250
Wells Fargo, Inc. / March 2000 @ 40                                                          1,000              2,312
                                                                                                     -----------------
Total (premiums received $58,436)                                                                            $ 43,406
                                                                                                     =================

</TABLE>

<PAGE>
<TABLE>
<S>                                                            <C>                  <C>


DOBSON COVERED CALL FUND                                                               JANUARY 31, 2000
STATEMENT OF ASSETS & LIABILITIES
(UNAUDITED)

ASSETS

Investment in securities (cost $1,581,750)                                                  $ 1,525,774
Dividends receivable                                                                              2,171
Interest receivable                                                                                 370
Receivable for securities sold                                                                   96,147
Receivable from investment advisor
   for reimbursed expenses                                                                        5,230
                                                                                     -------------------
   TOTAL ASSETS                                                                               1,629,692

LIABILITIES

Accrued investment advisory fee payable                                   $     0
Other payables and accrued expenses                                         9,288
Payable for securities purchased                                           83,895
Covered call options written -
   premiums received $58,436                                               43,406
                                                                 -----------------

   TOTAL LIABILITIES                                                                            136,589
                                                                                     -------------------
NET ASSETS                                                                                  $ 1,493,103
                                                                                     ===================


Net Assets consist of:
Paid in capital                                                                               1,519,222
Accumulated undistributed net investment income                                                     759
Accumulated undistributed net realized gain on investments                                       54,625
Accumulated undistributed net realized loss on options transactions                             (40,556)
Net unrealized depreciation on investments                                                      (40,947)
                                                                                     -------------------
NET ASSETS, for 144,164 shares                                                              $ 1,493,103
                                                                                     ===================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share ($1,493,103/144,164)                              $ 10.36
                                                                                     ===================


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

DOBSON COVERED CALL FUND
STATEMENT OF OPERATIONS FOR THE
  SIX MONTHS ENDED JANUARY 31, 2000
(UNAUDITED)
<S>                                                                   <C>                <C>

INVESTMENT INCOME
Dividend income                                                                                 $ 10,038
Interest income                                                                                    2,214
                                                                                          ---------------
TOTAL INCOME                                                                                      12,252


EXPENSES
Investment advisory fees                                                              0
Administration fees                                                              15,000
Legal fees                                                                       10,441
Transfer agent fees                                                               6,915
Custodian fees                                                                    5,438
Pricing & bookkeeping fees                                                        4,800
Audit fees                                                                        2,750
Shareholder reports                                                               1,960
Trustees' fees                                                                    1,482
Registration fees                                                                 1,340
                                                                      ------------------
Total expenses before reimbursement                                              50,126
Reimbursed expenses                                                             (39,053)
                                                                      ------------------
Total operating expenses                                                                          11,073
                                                                                          ---------------
NET INVESTMENT INCOME                                                                              1,179
                                                                                          ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                       56,345
Net realized gain on options transactions                                        19,355
Change in net unrealized appreciation (depreciation)
   on investment securities                                                     (69,572)
                                                                      ------------------
Net gain on investment securities                                                                  6,128
                                                                                          ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                             $ 7,307
                                                                                          ===============

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

DOBSON COVERED CALL FUND
STATEMENT OF CHANGES IN NET ASSETS
<S>                                                                            <C>                     <C>

                                                                                     FOR THE
                                                                                SIX MONTHS ENDED               FOR THE
                                                                                JANUARY 31, 2000            PERIOD ENDED
                                                                                   (UNAUDITED)            JULY 31, 1999 (A)
                                                                               --------------------     ----------------------
Increase (Decrease) in Net Assets

OPERATIONS
   Net investment income                                                                   $ 1,179                    $ 1,310
   Net realized gain on investment securities                                               56,345                      3,690
   Net realized gain on options transactions                                                19,355                        929
   Change in net unrealized appreciation (depreciation)                                    (69,572)                    28,626
                                                                               --------------------     ----------------------
   Net increase in net assets resulting from operations                                      7,307                     34,555
                                                                               --------------------     ----------------------
DISTRIBUTIONS TO SHAREHOLDERS

   From investment income                                                                   (1,730)               -
   From net realized gain                                                                  (66,251)               -
                                                                               --------------------     ----------------------
   Total Distributions                                                                     (67,981)               -
                                                                               --------------------     ----------------------
SHARE TRANSACTIONS

   Net proceeds from sale of shares                                                        113,957                  1,340,688
   Shares issued in reinvestment                                                            67,980                -
   Shares redeemed                                                                          (3,403)               -
                                                                               --------------------     ----------------------
NET INCREASE IN NET ASSETS RESULTING
   FROM SHARE TRANSACTIONS                                                                 178,534                  1,340,688
                                                                               --------------------     ----------------------
   TOTAL INCREASE IN NET ASSETS                                                            117,860                  1,375,243
                                                                               --------------------     ----------------------
Net Assets
   Beginning of period                                                                   1,375,243                -
                                                                               --------------------     ----------------------
   End of period [including accumulated undistributed net
      investment income of $759 and $1,310, respectively]                              $ 1,493,103                $ 1,375,243
                                                                               ====================     ======================

(a)  March 24, 1999 (commencement of operations) to July 31, 1999
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

DOBSON COVERED CALL FUND
FINANCIAL HIGHLIGHTS
<S>                                               <C>                          <C>

                                                       FOR THE SIX
                                                       MONTHS ENDED                  FOR THE
                                                     JANUARY 31, 2000              PERIOD ENDED
                                                       (UNAUDITED)              JULY 31, 1999 (C)
                                                   ---------------------       --------------------
SELECTED PER SHARE DATA
Net asset value, beginning of period                            $ 10.78                    $ 10.00
                                                   ---------------------       --------------------
Income from investment operations
   Net investment income                                           0.01                       0.01
   Net realized and unrealized gain                                0.06                       0.77
                                                   ---------------------       --------------------
Total from investment operations                                   0.07                       0.78
                                                   ---------------------       --------------------
Less Distributions
   From net investment income                                     (0.01)                      0.00
   From net realized gain                                         (0.48)                      0.00
                                                   ---------------------       --------------------
Total Distributions                                               (0.49)                      0.00
                                                   ---------------------       --------------------
Net asset value, end of period                                  $ 10.36                    $ 10.78
                                                   =====================       ====================

TOTAL RETURN (b)                                                  0.58%                      7.80%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                                  $1,493                     $1,375
Ratio of expenses to average net assets                           1.50% (a)                  1.50% (a)
Ratio of expenses to average net assets
   before reimbursement                                           6.79% (a)                  9.77% (a)
Ratio of net investment income to
   average net assets                                             0.16% (a)                  0.32% (a)
Ratio of net investment income to
   average net assets before reimbursement                        (5.13)(a)                  (7.95)(a)
Portfolio turnover rate                                          40.76% (a)                 47.01% (a)

(a)  Annualized
(b)  For periods of less than a full year, total returns are not annualized.
(c)  March 24, 1999 (commencement of operations) to July 31, 1999
</TABLE>
<PAGE>

                            DOBSON COVERED CALL FUND

                          NOTES TO FINANCIAL STATEMENTS

                                JANUARY 31, 2000

                                   (UNAUDITED)

NOTE 1.  ORGANIZATION

     Dobson  Covered  Call Fund (the  "Fund") was  organized  as a series of the
AmeriPrime  Funds,  an Ohio business trust (the "Trust"),  on March 22, 1999 and
commenced  operations  on March  24,  1999.  The Fund is  registered  under  the
Investment Company Act of 1940, as amended, as a diversified open-end management
investment company.  The Fund's investment objective is to achieve above average
return  consistent  with lower risk than the S&P 500 Index.  The  Declaration of
Trust permits the Trustees to issue an unlimited  number of shares of beneficial
interest of separate series without par value.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting  policies followed by
the Fund in the preparation of its financial statements.

SECURITIES  VALUATIONS-  Securities  which are traded on any  exchange or on the
NASDAQ over-the-counter market are valued at the last quoted sale price. Lacking
a last sale price,  a security is valued at its last bid price except  when,  in
the  Advisor's  opinion,  the last bid price  does not  accurately  reflect  the
current value of the security.  All other securities for which  over-the-counter
market quotations are readily available are valued at their last bid price. When
market  quotations are not readily  available,  when the Advisor  determines the
last bid price does not accurately  reflect the current value or when restricted
securities  are being valued,  such  securities are valued as determined in good
faith by the Advisor,  in conformity with  guidelines  adopted by and subject to
review of the Board of Trustees of the Trust (the "Board").

     Fixed income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor  believes such prices  accurately  reflect the fair market value of such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to  review  of  the  Board.   Short-term  investments  in  fixed-income
securities  with  maturities  of less  than  60 days  when  acquired,  or  which
subsequently  are within 60 days of maturity,  are valued by using the amortized
cost method of valuation,  which the Board has  determined  will  represent fair
value.

                            DOBSON COVERED CALL FUND

                          NOTES TO FINANCIAL STATEMENTS

                   JANUARY 31, 2000 - (UNAUDITED) - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

OPTION  WRITING- When the Fund writes an option,  an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently  adjusted to
the current fair value of the option  written.  Premiums  received  from writing
options that expire  unexercised  are treated by the Fund on the expiration date
as realized gains from investments.  The difference  between the premium and the
amount paid on effecting a closing  purchase  transaction,  including  brokerage
commissions,  is also treated as a realized gain, or if the premium is less than
the amount paid for the closing purchase  transaction,  as a realized loss. If a
call option is exercised,  the premium is added to the proceeds from the sale of
the underlying security or currency in determining whether the Fund has realized
a gain or loss. If a put option is exercised, the premium reduces the cost basis
of the  securities  purchased by the fund. The Fund as writer of an option bears
the market risk of an unfavorable change in the price of the security underlying
the written option.

FEDERAL  INCOME  TAXES- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

DIVIDENDS AND DISTRIBUTIONS- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund  intends to  distribute  its net  long-term  capital  gains and its net
short-term capital gains at least once a year.

OTHER- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective securities.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains Dobson Capital Management, Inc., (the "Advisor") to manage
the Fund's investments.  The Advisor is a California corporation  established in
September  1998.  Charles  L.  Dobson  is  the  president,   Director  and  sole
shareholder  of the advisor,  and is primarily  responsible  for the  day-to-day
management of the Fund's portfolio.


                            DOBSON COVERED CALL FUND

                          NOTES TO FINANCIAL STATEMENTS

                   JANUARY 31, 2000 - (UNAUDITED) - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

     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
0.80% of the  average  daily  net  assets  of the Fund,  less the  amount  total
operating expenses, including management fees, exceed 1.50% of the average value
of its daily net  assets,  to the extent the  management  fee equals  zero.  The
remaining  portion of expenses will be  reimbursed  by the Advisor.  For the six
months ended  January 31, 2000,  the Advisor  received fees of $0 from the Fund.
For the six months ended January 31, 2000,  the Advisor  reimbursed  expenses of
$39,053.  Certain  officers and  directors of the Advisor are also  officers and
directors of the Trust.

     The Fund retains AmeriPrime Financial Services,  Inc. (the "Administrator")
to manage the Fund's business  affairs and provide the Fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel. For the six months ended January 31, 2000, the Administrator received
fees of $15,000  from the Advisor for  administrative  services  provided to the
Fund.

     The Fund retains AmeriPrime Financial Securities,  Inc. ("the Distributor")
to act as the principal distributor of the Fund's shares. The Fund has adopted a
plan,  pursuant to Rule 12b-1 under the  Investment  Company Act of 1940,  which
permits  the  Fund  to  pay  directly,  or  reimburse  the  Fund's  Advisor  and
Distributor,   for  certain  distribution  and  promotion  expenses  related  to
marketing its shares,  in an amount not to exceed 0.25% of the average daily net
assets of the Fund.  There were no payments made to the  Distributor for the six
months  ended   January  31,  2000.   Certain   members  of  management  of  the
Administrator and the Distributor are also members of management of the Trust.

NOTE 4.  SHARE TRANSACTIONS

     As of January 31, 2000, there were an unlimited number of authorized shares
for the Fund. Paid in capital at January 31, 2000 was $1,519,222.

                            DOBSON COVERED CALL FUND

                          NOTES TO FINANCIAL STATEMENTS

                   JANUARY 31, 2000 - (UNAUDITED) - CONTINUED

NOTE 4.  SHARE TRANSACTIONS - CONTINUED

Transactions in shares were as follows:



<TABLE>
<CAPTION>


                              FOR THE SIX MONTHS ENDED           FOR THE PERIOD MARCH 24, 1999 (COMMENCEMENT
                                  JANUARY 31, 2000                       OF OPERATIONS) TO JULY 31, 1999
<S>                         <C>               <C>                   <C>                    <C>
                             SHARES            DOLLARS               SHARES                 DOLLARS

Shares sold                  10,504            $113,957              127,555                $1,340,688
Shares issued in
reinvestment                  6,425              67,980                 -                        -
Shares redeemed                (320)             (3,403)                -                        -

                            --------           --------             --------                ----------
                             16,609            $178,534              127,555                $1,340,688
                            ========           ========             ========                ==========

</TABLE>

<PAGE>




NOTE 5.  INVESTMENTS

     For the  six  months  ended  January  31,  2000,  purchases  and  sales  of
investment securities,  other than short-term  investments,  aggregated $351,860
and  $289,888,  respectively.  As of  January  31,  2000,  the gross  unrealized
appreciation  for all  securities  totaled  $137,005  and the  gross  unrealized
depreciation   for  all  securities   totaled  $177,952  for  a  net  unrealized
depreciation of $40,947. The aggregate cost of securities for federal income tax
purposes at January 31, 2000 was $1,581,750.

NOTE 6. ESTIMATES

     Preparation of financial  statements in accordance with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

NOTE 7. RELATED PARTY TRANSACTIONS

     The Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the Investment  Company Act of 1940. As of January 31, 2000,  Charles
L. Dobson,  President of the Advisor,  beneficially owned in aggregate more than
73% of the Fund.

                            DOBSON COVERED CALL FUND

                          NOTES TO FINANCIAL STATEMENTS

                   JANUARY 31, 2000 - (UNAUDITED) - CONTINUED

NOTE 8. CALL OPTIONS WRITTEN

     As of January 31, 2000, portfolio securities valued at $1,277,391 were held
in escrow by the custodian as cover for call options written by the Fund.

     Transactions  in options  written  during the six months ended  January 31,
2000 were as follows:
<TABLE>
<S>                                                                  <C>             <C>

                                                                      NUMBER OF          PREMIUMS
                                                                      CONTRACTS          RECEIVED

 Options outstanding at July 31, 1999                                      240             $71,908
 Options written                                                           750             185,682
 Options terminated in closing purchase transactions                      (300)            (79,572)
 Options expired                                                          (400)           (102,972)
 Options exercised                                                         (40)            (16,610)
                                                                    -------------    --------------
 Options outstanding at January 31, 2000                                   250             $58,436
                                                                    =============    ==============

</TABLE>



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