AMERIPRIME FUNDS
485BPOS, 2000-11-16
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                       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.    47                                /X/
                                      ------                                --
                                     and/or

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

         Amendment No.   48                                                /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.








                              Shepherd Values Funds



                                   Prospectus


                                November 16, 2000









Shepherd Values Growth Fund
Shepherd Values Small-Cap Fund
Shepherd Values International Fund
Shepherd Values Fixed Income Fund



2505 21st Ave., Suite 204
Nashville, TN 37212
Toll Free (877) 636-2766


















      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.




<PAGE>






                                TABLE OF CONTENTS

                                                                         PAGE


RISK/RETURN SUMMARY.........................................................1


SHEPHERD VALUES GROWTH FUND.................................................1

SHEPHERD VALUES SMALL-CAP FUND..............................................2

SHEPHERD VALUES INTERNATIONAL FUND..........................................3


SHEPHERD VALUES FIXED INCOME FUND...........................................5


FEES AND EXPENSES OF INVESTING IN THE FUNDS.................................8

HOW TO BUY SHARES...........................................................9

EXCHANGE PRIVILEGE..........................................................12

HOW TO REDEEM SHARES........................................................12

DETERMINATION OF NET ASSET VALUE............................................13

DIVIDENDS, DISTRIBUTIONS AND TAXES..........................................14

MANAGEMENT OF THE FUNDS.....................................................14

OTHER INFORMATION ABOUT INVESTMENTS.........................................15

FINANCIAL HIGHLIGHTS........................................................18

FOR MORE INFORMATION................................................Back Cover





<PAGE>




                                 RISK/RETURN SUMMARY


Values Based Investing

         Each  Fund  utilizes  a set  of  non-financial  screening  criteria  to
maintain  a  portfolio  of  securities   consistent  with  the  Shepherd  Values
investment  philosophy.  This  specialization  generally  involves a substantial
amount of additional  primary and secondary  research and information  resources
above and beyond traditional  financial  analysis.  The Funds' advisor primarily
utilizes the services of Values  Investment Forum, Inc. ("VIF") in order to work
with each Fund's sub-advisor in the application of this non-financial  screening
process to each Fund's portfolio.

         Each Fund screens  potential  holdings to exclude  issuers that, in the
advisor's  opinion,  are offensive to traditional  Judeo-Christian  values.  The
Funds  will  not  knowingly  invest  in  businesses  that  are  engaged  to  any
significant degree, directly or through subsidiaries, in the alcoholic beverage,
tobacco,  pornographic  and gambling  industries  or  companies  involved in the
business of aborting life before  birth.  A company is considered by the advisor
to be engaged to a "significant degree" in such activities if 25% or more of its
revenues are derived from these activities.  This includes companies involved in
either the production or distribution  of products or services  related to these
activities.  In  addition,  the advisor  reserves the right to exercise its best
judgement to exclude ownership in other companies whose corporate practices are,
in the advisor's opinion,  offensive to traditional  Judeo-Christian values. For
example,  the advisor  may exclude  companies  which,  based on VIF's  research,
promote same sex lifestyles by, for example, providing domestic partner benefits
or through its philanthropic activities.




SHEPHERD VALUES GROWTH FUND
Investment Objective

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

Principal Strategies

         The Fund seeks to achieve  this  objective  by  investing  primarily in
 common stocks of large  capitalization ($5 billion or more) U.S. companies that
 the Fund's sub-advisor, Cornerstone Capital Management, Inc., believes are more
 likely to experience growth in market price based on the advisor's  proprietary
 models. The models consider certain financial characteristics, such as:
o        return on equity
o        sales and earnings growth
o        cash flow
o        earnings consistency, and
o        debt load.

          In searching for investments  for the Fund, the sub-advisor  employs a
style that focuses on securities that it believes offer growth  opportunities at
a reasonable  price,  based on the  characteristics  described  above.  The Fund
engages in a "buy and hold" strategy emphasizing long term investment.

         The Fund may sell a security when the sub-advisor  believes that 1) the
sub-advisor's  models  indicate  that the  company's  prospects  for growth have
deteriorated,  2) there has been a change in the company's business model, or 3)
the sub-advisor's models identify a better investment opportunity.  The Fund may
also sell a security  if the  issuing  company  engages in  activities  that are
inconsistent with the advisor's values based criteria.

 In addition to these principal strategies, the Fund is subject to the advisor's
 "values based" non-financial screening criteria described above on page 3.

Principal Risks of Investing in the Shepherd Values Growth Fund
o    Management  Risk.  The  sub-advisor's  value-oriented  approach may fail to
     produce  the  intended  results.   The  Fund's  sub-advisor  has  no  prior
     experience managing the assets of a mutual 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    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
     and could cause the Fund's share price to fall.
o    An  investment  in the Fund is not a deposit of any bank and is not insured
     or guaranteed by the Federal  Deposit  Insurance  Corporation  or any other
     government agency.
o    The Fund is not a complete  investment  program.  As with any  mutual  fund
     investment, the Fund's returns will vary and you could lose money.


                         SHEPHERD VALUES SMALL-CAP FUND
Investment Objective

The  investment  objective of the Shepherd  Values  Small-Cap  Fund is long term
capital appreciation.

Principal Strategies

         Under  normal  circumstances,  the Fund invests at least 65% of its net
assets  in  common  stock  of  U.S.   companies   with  market   capitalizations
corresponding  to the  middle  90% of  the  Russell  2000  Value  Index  ("small
capitalizations").  In the sub-advisor's opinion, the middle 90% (as of the date
of this  prospectus)  of the Russell 2000 Value Index  includes  companies  with
capitalizations  between $197 million and $2.5 billion.  The Fund's sub-advisor,
Nicholas-Applegate Capital Management,  follows a value investment philosophy to
select stock of undervalued,  fundamentally strong companies undergoing positive
change,  based on  certain  financial  characteristics.  The  sub-advisor  looks
primarily for stocks with low price-to-earnings and low price-to-book ratios and
high dividend  yields.  The sub-advisor  focuses on individual  companies rather
than on specific industries, building the Fund one stock at a time.

         The Fund may sell a security when it has reached the  valuation  target
set by the sub-advisor's  valuation models,  when the sub-advisor  believes that
the  company's  fundamentals  have  deteriorated,   or  when  the  sub-advisor's
valuation  models identify a better  investment  opportunity.  The Fund may also
sell  a  security  if  the  issuing  company  engages  in  activities  that  are
inconsistent with the advisor's values based criteria.

         In addition to these principal  strategies,  the Fund is subject to the
 advisor's "values based"  non-financial  screening  criteria described above on
 page 3.

Principal Risks of Investing in the Shepherd Values Small-Cap Fund
o    Management  Risk.  The  sub-advisor's  value-oriented  approach may fail to
     produce the intended results.
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    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
     and could cause the Fund's share price to fall.
o    Smaller   Company   Risk.  To  the  extent  the  Fund  invests  in  smaller
     capitalization  companies,  the Fund will be subject to  additional  risks.
     These include:
     o    The earnings and prospects of smaller companies are more volatile than
          larger companies.
     o    Smaller  companies may experience  higher failure rates than do larger
          companies.
     o    The trading volume of securities of smaller companies is normally less
          than that of larger companies and, therefore,  may  disproportionately
          affect their market price,  tending to make them fall more in response
          to selling pressure than is the case with larger companies.
     o    Smaller companies may have limited markets, product lines or financial
          resources and may lack management experience.
o    An  investment  in the Fund is not a deposit of any bank and is not insured
     or guaranteed by the Federal  Deposit  Insurance  Corporation  or any other
     government agency.
o    The Fund is not a complete  investment  program.  As with any  mutual  fund
     investment, the Fund's returns will vary and you could lose money.


                       SHEPHERD VALUES INTERNATIONAL FUND

Investment Objective

The investment  objective of the Shepherd Values International Fund is long term
capital appreciation.

Principal Strategies

         The Fund invests  primarily in common stock of foreign  companies.  The
Fund's    sub-advisor,    Templeton    Portfolio   Advisory   (a   division   of
Templeton/Franklin  Investment Services,  Inc.) applies a bottom-up,  long term,
value oriented approach to individual stock selection. The Fund's portfolio will
be built around stock selections using a bargain-list approach,  looking for the
best  available  bargains on a global basis  regardless of industry or location.
Although  at least 65% of the Fund's  total  assets will be invested in at least
three foreign  countries,  country,  industry and geographic  allocations  are a
secondary,  not  primary,  consideration.  As the Fund is  non-diversified  it's
portfolio  may at  times  focus  on a  limited  number  of  companies  that  the
sub-advisor  believes offer superior  prospects for growth. The sub-advisor does
not actively hedge currencies.

         After  identifying  a  stock  that  may  meet  its  buy  criteria,  the
sub-advisor  determines whether it is selling at a price substantially below its
long-term  worth on the basis of either asset  values or  earnings.  For example
earnings are analyzed based on five-year  projections rather than on the current
quarter or year.  At present a company  whose  stock is selling  for five to six
times  earnings  projections  (based  on the  sub-advisor's  analysis)  would be
considered a prospective  bargain.  To be added to the  bargain-list,  the stock
will also have to be a bargain relative to itself historically,  relative to its
industry,  relative  to other  stocks in its own market and other  stocks in the
sub-advisor's research data base.

         In its search for prospective  bargains,  the sub-advisor  will look in
both developed and less developed or emerging markets worldwide. The Fund may be
fully  invested in foreign  countries,  but under  normal  circumstances,  it is
expected  that  both  foreign  and US  companies  stock  will  be in the  Fund's
portfolio.  The  sub-advisor  expects to purchase  equity  interests  in foreign
companies in the form of American Depositary Receipts and ordinary shares.

         The sub-advisor's  decisions to sell a stock held in the Fund are based
on a price increase (stock approaches target valuation), a change in projections
(fundamentals  deteriorate),  or the discovery of a better bargain (stock can be
replaced with a substantially  cheaper stock). The Fund may also sell a security
if the issuing  company  engages in activities  that are  inconsistent  with the
advisor's values based criteria.

         In addition to these principal  strategies,  the Fund is subject to the
 advisor's "values based"  non-financial  screening  criteria described above on
 page 3.

Principal Risks of Investing in the Shepherd Values International Fund
o    Management  Risk.  The  sub-advisor's  value-oriented  approach may fail to
     produce  the  intended  results.   The  Fund's  sub-advisor  has  no  prior
     experience managing the assets of a mutual 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    Market  Risk.  Overall  stock market risks may also affect the value of the
     Fund. Factors such as economic growth and market conditions,  interest rate
     levels,  and political events affect the securities markets and could cause
     the Fund's share price to fall.
o    Non-diversification  Risk.  As a  non-diversified  fund,  the Fund  will be
     subject to substantially  more investment risk and potential for volatility
     than a  diversified  fund  because  its  portfolio  may at times focus on a
     limited number of companies.
o    Foreign Risk. The Fund's  performance  will depend on issues other than the
     performance  of a  particular  company.  Changes in foreign  economies  and
     political  climates  are more  likely to  adversely  affect the Fund than a
     mutual  fund  that  invests  exclusively  in U.S.  companies.  The value of
     foreign  securities  may be  adversely  affected  by the value of the local
     currency  relative to the U.S.  dollar.  There may also be less  government
     supervision  of  foreign  markets,   resulting  in  non-uniform  accounting
     practices and less publicly available  information.  All of these risks are
     heightened to the extent the Fund invests in emerging foreign markets.
o    An  investment  in the Fund is not a deposit of any bank and is not insured
     or guaranteed by the Federal  Deposit  Insurance  Corporation  or any other
     government agency.
o    The Fund is not a complete  investment  program.  As with any  mutual  fund
     investment, the Fund's returns will vary and you could lose money.




                        SHEPHERD VALUES FIXED INCOME FUND
Investment Objective

The  investment  objective  of the  Shepherd  Values Fixed Income Fund is a high
level of income over the long term consistent with the preservation of capital.

Principal Strategies

         The Fund invests  primarily in a broad range of investment  grade fixed
income  securities,  generally rated Baa or higher by Moody's Investors Service,
Inc. or BBB or higher by Standard and Poor's Corporation  ("S&P").  The Fund may
invest in fixed income  securities which are unrated if the Fund's  sub-advisor,
Potomac Asset Management Company,  Inc.,  determines that they are of comparable
quality to securities rated investment  grade.  Under normal  circumstances  the
Fixed  Income Fund will invest at least 65% of its total  assets in fixed income
securities,   including  bonds,  notes,   domestic  and  foreign  corporate  and
government securities,  mortgage backed securities,  municipal securities,  zero
coupon  bonds  and  short  term  obligations  (such as  commercial  paper).  The
sub-advisor  anticipates  the  securities in the Fund's  portfolio  will have an
average duration of 2-10 years.

         The  sub-advisor  selects  securities  for the Fund  using a "top down"
methodology,   in  other  words,   the  sub-advisor   reviews  current  economic
conditions,  the  interest  rate  environment  and the key  factors  shaping the
economy.  Based on this review,  the sub-advisor  then lengthens or shortens the
portfolio's  average maturity and purchases fixed income securities from sectors
(e.g.  government,   corporate,   domestic,   foreign,  etc.)  it  believes  are
appropriate.

         The Fund may sell a security if the credit  rating has fallen below the
acceptable quality or it no longer meets the sub-advisor's  investment criteria.
The Fund may also sell a security if the issuing  company  engages in activities
that are inconsistent with the advisor's values based criteria.

         In addition to these principal  strategies,  the Fund is subject to the
 advisor's "values based " non-financial  screening  criteria described above on
 page 3.

Principal Risks of Investing in the Shepherd Values Fixed Income Fund
o    Management  risk.  The  sub-advisor's  strategy  may  fail to  produce  the
     intended results.  The Fund's sub-advisor has no prior experience  managing
     the assets of a mutual fund.
o    Interest rate risk. The value of your investment may decrease when interest
     rates rise. Fixed income  securities with longer  effective  maturities are
     more  sensitive to interest rate changes than those with shorter  effective
     maturities.
o    Credit  risk.  The issuer of the fixed  income  security may not be able to
     make interest and principal payments when due, which could cause the Fund's
     share price or yield to fall.
o    Prepayment risk. During periods of declining interest rates,  prepayment of
     loans underlying mortgage-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    Call risk.  The Fund's returns may be reduced if issuers redeem bonds prior
     to maturity and the Fund must invest in bonds paying a lower interest rate.
o    An  investment  in the Fund is not a deposit of any bank and is not insured
     or guaranteed by the Federal  Deposit  Insurance  Corporation  or any other
     government agency.
o    The Fund is not a complete  investment  program.  As with any  mutual  fund
     investment, the Fund's returns will vary and you could lose money.



How the Funds have 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 Bar Chart and  Performance  Table  that would  otherwise
appear  in this  prospectus  have been  omitted  because  each Fund is  recently
organized and has annual returns of less than one year.



<TABLE>

                   FEES AND EXPENSES OF INVESTING IN THE FUNDS


<S>                                                                             <C>      <C>          <C>          <C>

                                                                                  Growth   Small-Cap  International Fixed Income
Shareholder Fees (fees paid directly from your investment) Shareholder             Fund      Fund           Fund        Fund
Transaction Expenses

Maximum Sales Charge (Load) Imposed on Purchases                                  3.50%      3.50%        3.50%        3.50%
Maximum Deferred Sales Charge (Load)                                               None      None          None        None
Exchange Fee                                                                       None      None          None        None
Annual Fund Operating Expenses Annual Fund Operating Expenses (expenses that are
deducted from Fund assets)
Management Fees(1)                                                                1.75%      1.80%        1.95%        1.25%
Distribution (12b-1) Fees                                                         0.00%      0.00%        0.00%        0.00%
Other Expenses(2)                                                                 0.63%      0.25%        0.40%        0.45%
Total  Annual Fund Operating Expenses                                             2.38%      2.05%        2.35%        1.70%

Expense Reimbursement(3)                                                          0.63%      0.25%        0.40%        0.45%
Net Annual Fund Operating Expenses                                                1.75%      1.80%        1.95%        1.25%

1 The Growth Fund's management fees have been restated to reflect current fees.
2 The Growth Fund's "other expenses" do not include an extraordinary tax expense, which was reimbursed by the Fund's advisor.
"Other expenses" would have been 5.57% had the extraordinary expense been included.  "Other expenses" for the
Small-Cap Fund, International Fund and Fixed Income Fund are estimated.
3 The Funds' advisor has  contractually  agreed to reimburse each Fund's trustee fees and  expenses to maintain
net annual fund  operating  expenses as indicated through July 31, 2003.
</TABLE>





Example:

         The example below is intended to help you compare the cost of investing
in a 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
                                      ------   -------   -------   --------
Shepherd Values Growth Fund            $523      $886     $1411      $2846


Shepherd Values Small-Cap Fund         $528      $901

Shepherd Values International Fund     $543      $946

Shepherd Values Fixed Income Fund      $474      $735



                                HOW TO BUY SHARES

         The  minimum  initial  investment  in each Fund is $2,500  ($1,000  for
qualified retirement  accounts) and minimum subsequent  investments are $50. For
accounts  participating in an automatic  investment program, the minimum initial
investment is $500 and the minimum  subsequent  investment is $50 per month.  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 Mail- To be in proper  form,  your  initial  purchase  request  must
include: o a completed and signed investment application form (which accompanies
this Prospectus); and o a check (subject to the minimum amounts) made payable to
the appropriate Fund.

         Mail the application and check to:

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

         U.S. Mail:        Shepherd Values Funds              Overnight:        Shepherd Values Funds
                           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
</TABLE>





         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 Funds'  transfer agent, at (877)
636-2766  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: Shepherd Values Purchase Account
         Fund  Portfolio  Name  ______________________(write  in name  of  fund)
         Account  Name  _________________(write  in  shareholder  name)  For the
         Account # ______________(write in account number) D.D.A.#821602695

         You must mail a signed  application  to Firstar  Bank,  N.A, the Funds'
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 Funds,  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
Funds.  Any delays which may occur in wiring money,  including  delays which may
occur in processing by the banks, are not the responsibility of the Funds or the
transfer  agent.  There is presently no fee for the receipt of wired funds,  but
the Funds may charge shareholders for this service in the future.

         Your  purchase  of  shares  of a Fund will be  effected  at the  public
offering price. The public offering price is the next determined net asset value
per share plus a sales load as shown in the following table.
<TABLE>
<S>                                   <C>                                   <C>                   <C>

======================================= ================================================ ================================
                                                     Sales Load as a % of:
                                          Public                                 Net
                                          Offering                             Amount      Dealer Reallowance as % of
        Amount of Investment               Price                                              Public Offering Price
                                          Invested
======================================= ================================================ ================================
Less than $100,000                        3.50%                                  3.63%                3.50%
$100,000 but less than $250,000           2.50%                                  2.56%                2.50%
$250,000 but less than $500,000           1.50%                                  1.52%                1.50%
$500,000 but less than $1,000,000         1.00%                                  1.01%                1.00%
$1,000,000 or more                        None                                   None                 None
======================================= ================================================ ================================
</TABLE>

         Under  certain  circumstances,  the Funds'  distributor  may change the
reallowance to dealers. Dealers engaged in the sale of shares of the Fund may be
deemed  to be  underwriters  under  the  Securities  Act  of  1933.  The  Funds'
distributor  retains the entire sales load on all direct initial  investments in
the Fund and on all investments in accounts with no designated dealer of record.

Additional Investments

         You may purchase  additional shares of any 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)            -the name of the Fund
         -a check made payable to the appropriate fund

Checks should be sent to the Shepherd  Values Funds at the address listed above.
A bank wire should be sent as outlined above.

Automatic Investment Plan

         You may make regular investments in a 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 Funds are oriented to longer-term investments,  the Funds 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

         The Funds may limit the amount of  purchases  and refuse to sell to any
person.  If your check or wire does not clear,  you will be responsible  for any
loss  incurred  by the Funds.  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.

Reduced Sales Load

         You may use the Right of  Accumulation  to combine  the cost or current
net asset value  (whichever  is higher) of your shares of a Fund with the amount
of your current purchases in order to take advance of the reduced sales load set
forth in the table above. Purchases made pursuant to a Letter of Intent may also
be eligible for the reduced sales loads. The minimum initial  investment under a
Letter of Intent is $25,000.  Shareholders should contact the Transfer Agent for
information about the Right of Accumulation and Letter of Intent.

Purchases at Net Asset Value

         You may purchase shares of any Fund at net asset value when the payment
for your investment represents the proceeds from the redemption of shares of any
other mutual fund which has a front-end sales load. Your investment will qualify
for this  provision  if the  purchase  price of the  shares  of the  other  fund
included  a sales  load  and the  redemption  occurred  within  one  year of the
purchase  of such  shares and no more than sixty days prior to your  purchase of
shares of the Fund.  To make a  purchase  at net asset  value  pursuant  to this
provision, you must submit photocopies of the confirmation (or similar evidence)
showing the purchase and  redemption  of shares of the other fund.  Your payment
may be made with the redemption  check  representing  the proceeds of the shares
redeemed,  endorsed to the order of the Fund.  The  redemption  of shares of the
other fund is, for federal income tax purposes,  a sale on which you may realize
a gain or loss.  These  provisions  may be modified or  terminated  at any time.
Contact your securities dealer or the Fund for further information.

         Shares may be purchased at net asset value through a  broker-dealer  of
other financial institution  authorized by the Fund's distributor to hold shares
in an  omnibus  account.  Investors  may  be  charged  a fee  by  the  financial
institution for the service.  Shares may also be purchased at net asset value by
investors who participate in certain  broker-dealer wrap accounts or similar fee
based programs.

         In addition,  shares of the Fund may be purchased at net asset value by
broker-dealers who have a sales agreement with the Funds' distributor, and their
registered personnel and employees,  including members of the immediate families
of such registered personnel and employees.

         Trustees,  directors, officers and employees of the Trust, the advisors
and service providers to the Trust, including members of the immediate family of
such  individuals and employee benefit plans  established by such entities,  may
also purchase shares of each Fund at net asset value.

                               EXCHANGE PRIVILEGE

         By telephoning the Funds at (877) 636-2766 or writing the Funds at P.O.
Box 6110, Indianapolis,  Indiana 46206-6110,  you may exchange,  without charge,
any or all of your shares in a Fund for the shares of another  Shepherd  Fund or
for shares of The Unified Taxable Money Market Fund, a separately  managed money
market fund.  Exchanges may be made only if the fund in which you wish to invest
is registered in your state of residence.  The exchange privilege with the money
market  fund does not  constitute  an offering  or  recommendation  of the money
market fund.

         It is your  responsibility to obtain and read a prospectus of the money
market fund before you make an exchange  with the money market  fund.  By giving
exchange  instructions  for the money  market  fund,  you will be deemed to have
acknowledged  receipt of the  prospectus for the money market fund. You may make
up to one exchange out of each Fund during a calendar  month and four  exchanges
out of each Fund during a calendar  year.  This limit helps keep each Fund's net
asset  base  stable  and  reduces  the  Fund's  administrative  expenses.  There
currently  is no limit on exchanges  out of the money  market fund.  In times of
extreme economic or market conditions,  exchanging Fund or the money market fund
shares by telephone may be difficult.

         Redemptions  of shares in connection  with  exchanges  into or out of a
Fund are made at the net  asset  value  per  share  next  determined  after  the
exchange request is received.  To receive a specific day's price, your letter or
call must be received before that day's close of the New York Stock Exchange.  A
day or more delay may be  experienced  prior to the investment of the redemption
proceeds into the money market fund. Each exchange represents the sale of shares
from one fund and the purchase of shares in another, which may produce a gain or
loss for Federal income tax purposes.

         All  exchanges  out of a Fund into another  Shepherd  Fund or the money
market fund are subject to the minimum and subsequent investment requirements of
the fund in which you are investing. Exchanges may be made through a third party
which  maintains  an  omnibus  account  with  the  money  market  fund  for  all
shareholders  of the Funds.  Neither the Funds,  the money market fund,  nor the
transfer  agent  assume   responsibility   for  the   authenticity  of  exchange
instructions  communicated  by telephone or in writing  which are believed to be
genuine.

                              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
Funds  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 a Fund at no
charge by mail. Your request should be addressed to:

                              Shepherd Values Funds
                         c/o Unified Fund Services, Inc.
                                  P.O. Box 6110
                        Indianapolis, Indiana 46206-6110

         Requests  to sell  shares  are  processed  at the net asset  value next
calculated  after we receive  your order in proper  form.  To be in proper form,
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 Funds 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 Funds or the
Funds'  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 a Fund by
calling the Funds' transfer agent at (877) 636-2766. 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 Funds or the transfer agent may terminate the telephone  redemption
procedures  at any time.  During  periods  of  extreme  market  activity,  it is
possible that  shareholders  may encounter some  difficulty in  telephoning  the
Funds,  although  neither the Funds 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 Funds 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 Funds'  transfer  agent at (877)
636-2766.  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 Funds may suspend redemptions or postpone payment dates.

         Because the Funds incur certain fixed costs in maintaining  shareholder
accounts,  the Fund may require you to redeem all of your shares in a Fund on 30
days' written notice if the value of your shares in the Fund is less than $2,500
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 a 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 Funds.

                        DETERMINATION OF NET ASSET VALUE

         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 by the Fund's
advisor at their fair  value,  according  to  procedures  approved by the Fund's
board of  trustees.  The  International  Fund and the Fixed  Income Fund may own
securities that are traded primarily on foreign exchanges that trade on weekends
or other days the Funds do not price  their  shares.  As a result,  the NAV of a
Fund may  change on days when you will not be able to  purchase  or redeem  your
shares of the Fund.

         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.   Each  Fund   typically   distributes
substantially  all of its  net  investment  income  in the  applicable  form  of
dividends and taxable capital gains to its shareholders. These distributions are
automatically  reinvested  in  the  applicable  Fund  unless  you  request  cash
distributions  on your  application  or  through  a written  request.  Each Fund
(except the Fixed  Income  Fund)  expects  that its  distributions  will consist
primarily of capital gains. The Fixed Income Fund expects that its distributions
will consist primarily of income.

         Taxes. In general, selling shares of a 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.   You  may  want  to  avoid  making  a
substantial investment when a Fund is about to make a capital gains distribution
because you would be responsible for any taxes on the distribution regardless of
how long you have owned your shares.

         Early each year,  the Funds 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 FUNDS


         Shepherd Advisory Services, Inc., 2505 21st Ave., Suite 204, Nashville,
TN 37212  serves as  investment  advisor  to each  Fund.  Shepherd,  a  recently
registered investment advisory firm, was organized as a Tennessee corporation on
July 28, 1998.  Shepherd has engaged a sub-advisor  (at  Shepherd's  expense) to
provide portfolio  management  services to each Fund.  Shepherd is authorized to
receive an annual fee equal to a  percentage  of each Fund's  average  daily net
assets as follows:  Small-Cap Fund, 1.80%;  International  Fund,  1.95%;  Growth
Fund, 1.75%; and Fixed Income Fund, 1.25%.



         Shepherd   has   entered   into   a    Sub-Advisory    Agreement   with
Nicholas-Applegate Capital Management, 600 West Broadway, Suite 2900, San Diego,
California to serve as the  sub-advisor of the Small-Cap  Fund. As of January 1,
2000,  Nicholas-Applegate  manages  approximately  $40  billion  in  assets  for
numerous  clients,  including  employee  benefit plans of  corporations,  public
retirement systems and unions,  university  endowments,  foundations,  and other
institutional  investors  and  individuals.  The  investment  decisions  of  the
Small-Cap Fund are made by a team of investment  professionals who are primarily
responsible  for the  day-to-day  management  of the Fund:  Catherine  Somhegyi,
partner and Chief  Investment  Officer of Global Equity  Management,  joined the
firm in 1987;  Larry Speidell,  CFA,  partner and Director of  Global/Systematic
Portfolio  Management  and  Research,  joined  the firm in 1994;  John J.  Kane,
partner and Portfolio  Manager,  joined the firm in 1994;  and Mark  Stuckelman,
Portfolio Manager, joined the firm in 1995, prior to that time he had five years
prior investment  experience with Wells Fargo Bank Investment  Management Group,
Fidelity   Management  Trust  Co.,  and  BARRA.   Shepherd  has  agreed  to  pay
Nicholas-Applegate  a  sub-advisory  fee equal to an annual rate of 0.65% of the
average daily net assets of the Small-Cap Fund.



         Shepherd  has entered  into a  Sub-Advisory  Agreement  with  Templeton
Portfolio  Advisory,  500 E. Broward  Boulevard,  Suite 2100,  Fort  Lauderdale,
Florida, to serve as the sub-advisor of the International Fund. As of January 1,
2000,  Templeton  Portfolio  Advisory  manages  over $2.1  billion in assets for
various clients, including corporations,  foundations and charitable endowments,
and individuals.  The investment decisions of the International Fund are made by
a committee of Templeton Portfolio Advisory,  which is primarily responsible for
the  day-to-day  management  of the Fund.  Shepherd has agreed to pay  Templeton
Portfolio  Advisory a  sub-advisory  fee equal to an annual rate of 0.75% of the
average daily net assets of the International Fund.



         Shepherd became the Growth Fund's advisor on January 21, 2000. Shepherd
has entered into a Sub-Advisory  Agreement with Cornerstone  Capital Management,
Inc., 102 South Tejon,  Suite 430,  Colorado  Springs,  CO 80903 to serve as the
sub-advisor of the Growth Fund.  Cornerstone  manages  assets for  corporations,
endowments,  foundations,   institutional  investors,  individuals  and  limited
partnerships.  The  investment  decisions  of the  Growth  Fund  are  made  by a
committee of  Cornerstone,  which is primarily  responsible  for the  day-to-day
management of the Fund. Shepherd has agreed to pay Cornerstone sub-advisory fees
equal to an annual rate of 0.50% of the  average  daily net assets of the Growth
Fund.  From April 13, 1999  (commencement  of  operations)  to January 20, 2000,
Cornerstone acted as the Growth Fund's advisor,  and there was no sub-advisor to
the Growth Fund. As advisor,  Cornerstone  was authorized to receive a fee equal
to an annual rate of 1.75% of the average daily net assets of the Growth Fund.



         Shepherd has entered into a  Sub-Advisory  Agreement with Potomac Asset
Management  Company,  Inc., 3 Bethesda  Metro Center,  Suite 530,  Bethesda,  MD
20814,  to serve as the  sub-advisor  of the Fixed Income Fund. As of January 1,
2000, Potomac managed assets for institutional clients, including pension plans,
non-profits, endowments, foundations and health care organizations, and high net
worth individuals. The investment decisions of the Fixed Income Fund are made by
a committee  of  Potomac,  which is  primarily  responsible  for the  day-to-day
management of the Fund.  Shepherd has agreed to pay Potomac a  sub-advisory  fee
equal to an annual  rate of 0.35% of the  average  daily net assets of the Fixed
Income Fund.


         The  advisor  (not the Fund)  may pay  certain  financial  institutions
(which  may  include  banks,  brokers,  securities  dealers  and other  industry
professionals)  a fee for providing  distribution  related  services  and/or for
performing certain  administrative  servicing functions for Fund shareholders to
the extent these institutions are allowed to do so by applicable  statute,  rule
or regulation.

                       OTHER INFORMATION ABOUT INVESTMENTS

General

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

      From time to time, the Funds may take temporary  defensive positions which
are inconsistent with the Funds' principal investment strategies,  in attempting
to respond to adverse market,  economic,  political,  or other  conditions.  For
example,  each 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 a Fund invests in shares of another  mutual  fund,  the  shareholders  of the
Funds generally will be subject to duplicative  management  fees. As a result of
engaging in these  temporary  measures,  a Fund may not  achieve its  investment
objective. The Funds may also invest in such instruments at any time to maintain
liquidity or pending selection of investments in accordance with its policies.

Additional Information About Principal Strategies



         Foreign  Securities.  The Fixed Income Fund may invest up to 25% of its
net assets in foreign debt  securities.  There is no limitation on the amount of
the  International  Fund's  assets that may be  invested in foreign  securities,
except  that no more than 25% of the Fund's  assets may be  invested  in any one
foreign country or companies  operating  exclusively in one foreign country.  To
the extent a Fund invests in foreign securities,  either directly or through the
purchase  of  depositary  receipts,  the Fund will be subject to special  risks.
Foreign debt and equity securities,  and securities denominated in or indexed to
foreign currencies may be affected by the strength of those currencies  relative
to the  U.S.  dollar,  or by  political  or  economic  developments  in  foreign
countries.  These  developments  could include  restrictions on foreign currency
transactions and rules of exchange,  or changes in  administrations  or monetary
policies of foreign  governments.  Foreign  securities  purchased  using foreign
currencies may incur currency conversion costs.  Foreign issuers and brokers may
not be subject to accounting standards or governmental supervision comparable to
U.S. issuers and brokers,  and there may be less public  information about their
operations.  In addition,  foreign  markets may be less liquid or more  volatile
than U.S. markets, and may offer less protection to investors.

         The  International  Fund and Fixed Income Fund may enter into  currency
forward  contracts  (agreements to exchange one currency for another at a future
date) to  manage  currency  risks  and to  facilitate  transactions  in  foreign
securities.  Although  currency forward  contracts can be used to protect a Fund
from adverse exchange rate changes, the Fund may incur a loss if the sub-advisor
incorrectly predicts foreign currency values.

         With respect to certain  countries in which capital  markets are either
less developed or not easily  accessed  (emerging  markets),  investments by the
International  Fund and the Fixed Income Fund may be made through  investment in
other registered  investment  companies that in turn are authorized to invest in
the securities of such countries.  Investment in other investment companies will
involve the indirect  payment of a portion of the expenses,  including  advisory
fees, of such other  investment  companies  and will result in a duplication  of
fees and expenses.

         Fixed Income Securities.  The Fixed Income Fund may invest in corporate
debt  securities.  These  are long and  short-term  debt  obligations  issued by
companies  (such as  publicly  issued  and  privately  placed  bonds,  notes and
commercial  paper).  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.

         The sub-advisor 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 sub-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 20% of its assets
in corporate debt rated in the lowest  investment  grade category  (i.e.,  "junk
bonds").  If the rating of a security by S&P or Moody's  drops below  investment
grade,  the  sub-advisor  will  dispose of the  security as soon as  practicable
(depending on market conditions) unless the sub-advisor determines, based on its
own credit analysis,  that the security  provides the opportunity of meeting the
Fund's objective without presenting excessive risk.

Information About Non-Principal Strategies

         Short  Sales.   The  Growth  Fund  may  a  sell  a  security  short  in
anticipation  of a decline in the market value of the security.  The Growth Fund
will limit its short sales so that no more than 10% of its net assets  (less all
its liabilities  other than obligations under the short sales) will be deposited
as collateral and allocated to the segregated  account.  For  information  about
short  sales,  see  the  section  above  titled  "Additional  Information  About
Principal Strategies - Short Sales."

         Corporate  Debt  Securities.  The Growth Fund may invest in  investment
grade  corporate  debt   securities.   For  information   about  corporate  debt
securities, see the section above titled "Additional Information About Principal
Strategies - Fixed Income Securities."

         When-Issued and Delayed  Delivery  Securities.  The Growth Fund and the
Fixed Income Fund may purchase  securities on a when-issued or delayed  delivery
basis.  Delivery of and payment for these securities may take place as long as a
month or more  after  the date of the  purchase  commitment.  The value of these
securities  is subject to market  fluctuation  during  this period and no income
accrues to the Fund until  settlement  takes place.  The Fund maintains with its
Custodian a segregated  account  containing  liquid  securities  in an amount at
least equal to these commitments.

         Investment In Relatively New Issues. Each Fund may invest in securities
of selected new issuers.  Investments  in relatively  new issuers,  i.e.,  those
having  continuous  operating  histories  of less than  three  years,  may carry
special risks and may be more speculative  because such companies are relatively
unseasoned.  Such companies may also lack sufficient resources, may be unable to
generate  internally  the  funds  necessary  for  growth  and may find  external
financing  to be  unavailable  on favorable  terms or even totally  unavailable.
Those  companies will often be involved in the development or marketing of a new
product with no established market, which could lead to significant losses.


         Portfolio  Turnover.  None of the Funds  intends  to  purchase  or sell
securities for short term trading purposes.  However, if the objective of a Fund
would be better  served,  short term profits or losses may be realized from time
to time. To the extent a Fund has high  portfolio  turnover,  it will  generally
incur higher  brokerage  commissions  than those incurred by a fund with a lower
portfolio  turnover  rate (which would lower the Fund's total  return),  and the
higher  turnover rate may result in the  realization for federal tax purposes of
more net capital gains (which may be ordinary income).




<PAGE>


                              FINANCIAL HIGHLIGHTS


         The following  condensed  supplementary  financial  information for the
period from the  inception of each Fund  through  March 31, 2000 is derived from
the audited financial  statements of the Funds. The financial  statements of the
Funds have been audited by McCurdy & Associates CPA's, Inc.,  independent public
accountants,  and are included in the Annual Report.  The Annual Report contains
additional  performance  information  and is available  upon request and without
charge.




Shepherd Values Growth Fund
Financial Highlights for the period April 13, 1999
   (Commencement of Operations) to March 31, 2000




Selected Per Share Data

Net asset value, beginning of period                     $10.00
                                                        -------

Income from investment operations
   Net investment income (loss)                               -
   Net realized and unrealized gain                        1.81
                                                        -------
Total from investment operations                           1.81
                                                        -------
Less Distributions
  From net investment income                                  -
  From net realized gain(loss)                                -
                                                        -------
Total distributions                                           -

Net asset value, end of period                          $ 11.81
                                                         ======

Total Return (b) (c)                                      18.10%

Ratios and Supplemental Data
Net assets, end of period (000)                         $ 1,213
Ratio of expenses to average net assets                   1.03% (a)
Ratio of expenses to average net assets
    before waivers & reimbursements                       6.60% (a)
Ratio of net investment income to
   average net assets                                     0.02% (a)
Ratio of net investment income to average
   net assets before waivers & reimbursements            (5.56)%(a)
Portfolio turnover rate                                  175.06%(a)

(a)  Annualized
(b)  For periods of less than a full year, total returns are not annualized.
(c)  Total return calculations exclude the effect of sales charges.



<PAGE>



Shepherd Values Small-Cap Fund
Financial Highlights for the period October 22, 1999
   (Commencement of Operations) to March 31, 2000




Selected Per Share Data
Net asset value, beginning of period               $ 10.00
                                                  --------
Income from investment operations

   Net investment income (loss)                      (0.05)
   Net realized and unrealized gain                   0.42
                                                  --------
Total from investment operations                      0.37
                                                  --------
Less Distributions
  From net investment income                         (0.02)
  From net realized gain(loss)                           -
                                                  --------
Total distributions                                  (0.02)

Net asset value, end of period                     $ 10.35
                                                  ========

Total Return (b) (c)                                  3.70%

Ratios and Supplemental Data
Net assets, end of period (000)                    $   487
Ratio of expenses to average net assets               1.80%(a)
Ratio of expenses to average net assets
    before reimbursement                              2.30%(a)
Ratio of net investment income to
   average net assets                                (1.23)%(a)
Ratio of net investment income to
   average net assets before reimbursement           (1.74)%(a)

Portfolio turnover rate                              41.01%(a)




(a)  Annualized
(b)  For periods of less than a full year, total returns are not annualized.
(c)  Total return calculations exclude the effect of sales charges.




<PAGE>




Shepherd Values International Fund
Financial Highlights for the period October 22, 1999
   (Commencement of Operations) to March 31, 2000




Selected Per Share Data
Net asset value, beginning of period            $10.00
                                               -------
Income from investment operations
   Net investment income (loss)                  (0.02)
   Net realized and unrealized gain                  -
                                               -------
Total from investment operations                 (0.02)
                                                -------
Less Distributions
  From net investment income                     (0.04)
  From net realized gain(loss)                       -
                                                -------
Total distributions                              (0.04)

Net asset value, end of period                  $ 9.94
                                                =======

Total Return (b) (c)                             (0.24)%

Ratios and Supplemental Data
Net assets, end of period (000)                 $   206
Ratio of expenses to average net assets          1.95%(a)
Ratio of expenses to average net assets
    before reimbursement                         2.75%(a)
Ratio of net investment income to
   average net assets                           (0.48)%(a)
Ratio of net investment income to
   average net assets before reimbursement      (1.28)%(a)
Portfolio turnover rate                          0.00%(a)

(a)  Annualized
(b)  For periods of less than a full year, total returns are not annualized.
(c)  Total return calculations exclude the effect of sales charges.





<PAGE>




Shepherd Values Fixed Income Fund
Financial Highlights for the period October 22, 1999
   (Commencement of Operations) to March 31, 2000




Selected Per Share Data
Net asset value, beginning of period               $ 10.00
                                                   -------
Income from investment operations
   Net investment income (loss)                       0.09
   Net realized and unrealized gain                  (0.03)
                                                   -------
Total from investment operations                      0.06
                                                  --------
Less Distributions
   From net investment income                        (0.04)
   From net realized gain                             0.00
                                                  --------
Total Distributions                                  (0.04)
                                                  ---------
Net asset value, end of period                    $  10.02
                                                  ========

Total Return (b) (c)                                  0.52%

Ratios and Supplemental Data
Net assets, end of period (000)                   $    153
Ratio of expenses to average net assets               1.25%(a)
Ratio of expenses to average net assets
   before reimbursement                               2.16%(a)
Ratio of net investment income to
   average net assets                                 2.11%(a)
Ratio of net investment income to
   average net assets before reimbursement            1.20%(a)
Portfolio turnover rate                             836.69%(a)

(a)  Annualized
(b)  For periods of less than a full year, total returns are not annualized.
(c)  Total return calculations exclude the effect of sales charges.





<PAGE>



                              FOR MORE INFORMATION

      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. Annual
and semi-annual  reports contain  management's  discussion of market conditions,
investment   strategies  and  performance   results  as  of  the  Funds'  latest
semi-annual or annual fiscal year end.

         Call the Funds at  877-636-2766  to request  free copies of the SAI and
the Funds' annual and semi-annual  reports,  to request other  information about
the Funds and to make shareholder inquiries.

         You may review and copy information  about the Funds (including the SAI
and other  reports) at the  Securities  and  Exchange  Commission  (SEC)  Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Funds
on the EDGAR  Database on the SEC's  Internet  site at  http.//www.sec.gov,  and
copies of this  information may be obtained,  after paying a duplicating fee, by
electronic  request at the following e-mail address:  [email protected],  or by
writing  the  SEC's  Public  Reference  Section  of the  SEC,  Washington,  D.C.
20549-0102.























Investment Company Act #811-9096

<PAGE>


                              SHEPHERD VALUES FUNDS


                           Shepherd Values Growth Fund
                         Shepherd Values Small-Cap Fund
                       Shepherd Values International Fund
                        Shepherd Values Fixed Income Fund


                       STATEMENT OF ADDITIONAL INFORMATION


                                November 16, 2000



         This Statement of Additional  Information  ("SAI") is not a prospectus.
It should be read in conjunction  with the  Prospectus of Shepherd  Values Funds
dated November 16, 2000.  This SAI  incorporates  by reference the Funds' Annual
Report to Shareholders for the period ended March 31, 2000 ("Annual Report").  A
free copy of the  Prospectus  and Annual  Report can be  obtained by writing the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling 1-877-636-2766.


TABLE OF CONTENTS                                                       PAGE

DESCRIPTION OF THE TRUST AND FUND..........................................2

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
 CONSIDERATIONS............................................................4

INVESTMENT LIMITATIONS.....................................................9

THE INVESTMENT ADVISORS AND SUB-ADVISORS..................................11

TRUSTEES AND OFFICERS.....................................................13

PORTFOLIO TRANSACTIONS AND BROKERAGE......................................14

DETERMINATION OF SHARE PRICE..............................................15

INVESTMENT PERFORMANCE....................................................15

CUSTODIAN.................................................................17

TRANSFER AGENT............................................................17

ACCOUNTANTS...............................................................18

DISTRIBUTOR...............................................................18

ADMINISTRATOR.............................................................18

FINANCIAL STATEMENTS......................................................18

<PAGE>

DESCRIPTION OF THE TRUST AND FUND



         The Shepherd  Values Growth Fund was organized as a diversified  series
of AmeriPrime  Funds (the "Trust") on February 2, 1999.  The Small-Cap  Fund and
Fixed Income Fund were organized as diversified  series of the Trust on June 25,
1999.  The  International  Fund was organized as  non-diversified  series of the
Trust on June 25, 1999. 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.  Each  series  of the  Trust is  referred  to  herein as a "Fund" or
collectively  as the  "Funds."  Each 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 Fund's 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 been titled 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  31,  2000,  the  following  persons  may be  deemed  to
beneficially  own or hold of record five  percent  (5%) or more of the  Shepherd
Values Growth Fund: Ian MacDonald and R Tho  ____________[need  address] 24.73%;
National  Financial  Services  Corp.,  One World Financial  Center,  200 Liberty
Street,  Fifth  Floor,  New York,  NY 10281,  16.40%;  Charles  Schwab & Co, 101
Montgomery Street, San Francisco, CA 94102, 9.23%; and Donaldson Lufkin Jenrette
Securities Corporation, Inc., P.O. Box 2052, Jersey City, NJ 07303, 5.14%.



         As of  October  31,  2000  the  following  persons  may  be  deemed  to
beneficially  own or hold of record five  percent  (5%) or more of the  Shepherd
Values Small Cap Fund:  National  Financial  Services Corp., One World Financial
Center,  200 Liberty Street,  Fifth Floor, New York, NY 10281,  23.12%;  Charles
Schwab & Co., 101 Montgomery Street, San Francisco, CA 94102, 14.85%;  Donaldson
Lufkin Jenrette  Securities  Corporation,  Inc., P.O. Box 2052,  Jersey City, NJ
07303,  11.04%;  National Investor  Services,  55 Water Street,  32nd Floor, New
York, NY 10041,  10.33%;  Roy W. Anderson  Jr., 69 Murdock Road,  Baltimore,  MD
21212, 8.98%; Elmer Lundgren,  P.O. Box 2052, Jersey City, NJ 07303, 7.49%; Mary
A. Trapani, 355 Maureen Lane, Pleasant Hill, CA 94523, 6.30%; and Charles Schwab
& Co, 101 Montgomery Street, San Francisco, CA 94102, 5.94%.



         As of  October  31,  2000,  the  following  persons  may be  deemed  to
beneficially  own or hold of record five  percent  (5%) or more of the  Shepherd
Values  International  Fund:  National Investor Services,  55 Water Street, 32nd
Floor, New York, NY 10041,  24.83%;  Charles Schwab & Co, 101 Montgomery Street,
San Francisco,  CA 94102,  21.74%;  National  Financial Services Corp, One World
Financial Center,  200 Liberty Street,  New York, NY 10281,  12.12%;  Jeffrey M.
Jones, 5738 Richmond Drive, Madison, WI 53719, 6.92%;  Donaldson Lufkin Jenrette
Securities  Corporation,  Inc., P.O. Box 2052, Jersey City, NJ 07303, 6.83%; and
Cheryl L. Tuttle, 6144 W. Saguaro Pk Lane, Glendale, AZ 85310, 6.25%.



         As of  October  31,  2000  the  following  persons  may  be  deemed  to
beneficially  own or hold of record five  percent  (5%) or more of the  Shepherd
Values  Fixed Income  Fund:  Charles  Schwab & Co, 101  Montgomery  Street,  San
Francisco,  CA  94102,  23.24%;  National  Financial  Services  Corp,  One World
Financial Center,  200 Liberty Street,  New York, NY 10281,  20.43%;  Dorothy M.
Graybill,  Rural Route 1, Box 149, Hershey,  Pennsylvania 17033, 12.34%; Jeffrey
M. Jones,  5738 Richmond  Drive,  Madison,  Wisconsin  53719,  11.93%;  National
Investor Services,  55 Water Street,  32nd Floor, New York, NY 10041, 7.98%; and
Anna J. Graybill, Rural Route 1, Box 149, Hershey, Pennsylvania 17033, 5.48%.


         As of October 31,  2000,  the officers and Trustees as a group own less
than one percent (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  "Determination  of Net Asset Value" in the
Fund's Prospectus and this Statement of Additional Information.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK  CONSIDERATIONS

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

         A. American  Depositary  Receipts  (ADRs).  Each Fund (except the Fixed
Income Fund) may invest in foreign  equity  securities  by  purchasing  American
Depositary  Receipts ("ADRs"),  European  Depositary Receipts ("EDRs") or Global
Depositary Receipts ("GDRs").  Depositary  Receipts are certificates  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.   The
International  Fund may invest directly in foreign equity  securities as well as
Depositary  Receipts.  Depositary Receipts are subject to risks similar to those
associated with direct investment in foreign securities.  For example, there may
be less information publicly available about a foreign company then 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. The Funds have no present intention to
invest in unsponsored Depositary Receipts.

         B.  Option  Transactions.  The Funds may engage in option  transactions
involving  individual stocks as well as stock indexes. 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  indexes.  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 on securities which the Funds sell (write) will be covered
or secured,  which means that the Fund will own the  underlying  security in the
case of a call  option.  When the Funds write  options,  they may be required to
maintain  a  margin  account,  to  pledge  the  underlying  securities  or  U.S.
government  obligations or to deposit  assets in escrow with the Custodian.  The
Funds  may also  utilize  spreads  and  straddle  strategies.  A  spread  is the
difference in price  resulting from a combination of put and call options within
the same class on the same underlying  security. A straddle strategy consists of
an equal  number of put and call  options on the same  underlying  stock,  stock
index, or commodity future at the same strike price and maturity date.

         The  purchase  and  writing  of options  involves  certain  risks.  The
purchase of options limits a Fund's  potential loss to the amount of the premium
paid and can afford a 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 a Fund  losing a greater  percentage  of its  investment  than if the
transaction were effected directly. When a 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. In addition, there can be no assurance that a
Fund can effect a closing  transaction  on a  particular  option it has written.
Further,  the total premium paid for any option may be lost if the Fund does not
exercise the option or, in the case of over-the-counter options, the writer does
not perform its obligations.

         C. Real  Estate  Investment  Trusts.  A real  estate  investment  trust
("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.  Hybrid 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.

         D. Foreign Securities. Foreign government obligations generally consist
of debt  securities  supported by national,  state or provincial  governments or
similar  political units or governmental  agencies.  Such obligations may or may
not be backed by the  national  government's  full faith and credit and  general
taxing powers. Investments in foreign securities also include obligations issued
by international  organizations.  International  organizations  include entities
designated   or  supported  by   governmental   entities  to  promote   economic
reconstruction or development as well as international  banking institutions and
related   government   agencies.   Examples  are  the  International   Bank  for
Reconstruction  and  Development  (the World Bank),  the European Coal and Steel
Community, the Asian Development Bank and the InterAmerican Development Bank. In
addition,   investments  in  foreign  securities  may  include  debt  securities
denominated   in   multinational   currency   units  of  an  issuer   (including
international  issuers).  An example  of a  multinational  currency  unit is the
European Currency Unit. A European Currency Unit represents specified amounts of
the currencies of certain member states of the European Economic Community, more
commonly known as the Common Market.

         Purchases of foreign  securities are usually made in foreign currencies
and, as a result, a Fund may incur currency conversion costs and may be affected
favorably or unfavorably by changes in the value of foreign  currencies  against
the U.S. dollar. In addition,  there may be less information  publicly available
about a foreign company then 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.

         E.       Financial Services Industry Obligations.

         (1)  Certificate  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.

         (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.

         F. Zero Coupon  Securities.  Zero coupon securities are debt securities
issued or sold at a discount  from their face  value  which do not  entitle  the
holder to any  periodic  payment of  interest  prior to  maturity or a specified
redemption date (or cash payment date).  These involve risks that are similar to
those of other debt securities,  although they may be more volatile, and certain
zero coupon  securities move in the same direction as interest rates. The amount
of the discount  varies  depending on the time remaining  until maturity or cash
payment date, prevailing interest rates, liquidity of the security and perceived
credit quality of the issuer.  Zero coupon  securities also may take the form of
debt securities that have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates  representing  interests in such
stripped  debt  obligations  and  coupons.  The  market  prices  of zero  coupon
securities   generally   are  more   volatile   than  the   market   prices   of
interest-bearing  securities  and are likely to  respond to a greater  degree to
changes  in  interest  rates than  interest-bearing  securities  having  similar
maturities and credit qualities.

         G. STRIPS.  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.  To the  extent a Fund  purchases  the
principal  portion  of the STRIP,  the Fund will not  receive  regular  interest
payments. Instead they are sold at a deep discount from their face value. A Fund
will accrue income on such STRIPS for tax and accounting purposes, in accordance
with applicable law, which income is distributable  to shareholders.  Because no
cash is received  at the time such income is accrued,  a Fund may be required to
liquidate other Fund securities to satisfy its distribution obligations. Because
the principal portion of the STRIP does not pay current income, its price can be
very volatile when interest rates change.  In calculating  its dividend,  a Fund
takes into account as income a portion of the  difference  between the principal
portion of the STRIP's purchase price and its face value.

         H. Floating Rate,  Inverse  Floating Rate, and Index  Obligations.  The
Fixed  Income  Fund and the  Growth  Fund may  invest  in debt  securities  with
interest  payments  or  maturity  values  that  are  not  fixed,  but  float  in
conjunction  with  (or  inversely  to)  an  underlying  index  or  price.  These
securities  may be  backed  by  U.S.  Government  or  corporate  issuers,  or by
collateral such as mortgages.  The indices and prices upon which such securities
can be based include  interest  rates,  currency rates and  commodities  prices.
However,  the Funds will not invest in any  instrument  whose  value is computed
based on a  multiple  of the change in price or value of an asset or an index of
or relating to assets in which the Fund cannot or will not invest.

         Floating rate  securities  pay interest  according to a coupon which is
reset  periodically.  The reset  mechanism may be formula based,  or reflect the
passing through of floating interest payments on an underlying  collateral pool.
The coupon is usually reset daily, weekly, monthly,  quarterly or semi-annually,
but other schedules are possible.  Floating rate obligations generally exhibit a
low price  volatility for a given stated  maturity or average life because their
coupons adjust with changes in interest rates. If their  underlying index is not
an  interest  rate,  or the reset  mechanism  lags the  movement of rates in the
current market, greater price volatility may be experienced.

         Inverse   floating  rate   securities  are  similar  to  floating  rate
securities  except that their coupon  payments vary inversely with an underlying
index by use of a formula.  Inverse  floating  rate  securities  tend to exhibit
greater  price  volatility  than other  floating  rate  securities.  Because the
changes in the coupon are usually negatively  correlated with changes in overall
interest rates, interest rate risk and price volatility on inverse floating rate
obligations  can be high,  especially if leverage is used in the formula.  Index
securities  pay a fixed rate of interest,  but have a maturity value that varies
by formula, so that when the obligation matures, a gain or loss is realized. The
risk of index obligations depends on the volatility of the underlying index, the
coupon payment and the maturity of the obligation.

         I.  Mortgage-Backed  Securities.  Mortgage-backed  securities represent
participation  interests in pools of  one-to-four  family  residential  mortgage
loans originated by private  mortgage  originators.  Traditionally,  residential
mortgage-backed  securities  have been issued by  governmental  agencies such as
Fannie Mae, Freddie Mac and Ginnie Mae. The Fund intends to invest only in those
securities  guaranteed  by  governmental  agencies.  The Fund does not intend to
invest in commercial mortgage-backed securities.  Non-governmental entities that
have  issued  or  sponsored  residential  mortgage-backed  securities  offerings
include  savings and loan  associations,  mortgage banks,  insurance  companies,
investment banks and special purpose subsidiaries of the foregoing.

         While residential  loans do not typically have prepayment  penalties or
restrictions,  they are often  structured  so that  subordinated  classes may be
locked  out of  prepayments  for a period  of  time.  However,  in a  period  of
extremely rapid  prepayments,  during which senior classes may be retired faster
than expected,  the  subordinated  classes may receive  unscheduled  payments of
principal and would have average lives that, while longer than the average lives
of the senior classes,  would be shorter than originally expected.  The types of
residential  mortgage-backed securities which the Fund may invest in may include
the following:

         J.  Repurchase  Agreements.  A  repurchase  agreement  is a short  term
investment  in which the  purchaser  (i.e.,  a 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
a 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,  a Fund  could  experience  both  delays  in
liquidating  the  underlying  security and losses in value.  However,  each 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  Fund's  advisor to be  creditworthy.  The Fund's  advisor  monitors  the
creditworthiness  of the banks and securities  dealers with which a Fund engages
in repurchase transactions.

         K.  Illiquid   Securities.   Illiquid   securities   generally  include
securities  which cannot be disposed of promptly  and in the ordinary  course of
business  without  taking a reduced  price.  Securities  may be illiquid  due to
contractual  or legal  restrictions  on  resale or lack of a ready  market.  The
following  securities  are  considered  to be  illiquid:  repurchase  agreements
maturing in more than seven days,  nonpublicly offered securities and restricted
securities.  Restricted securities are securities the resale of which is subject
to legal or contractual restrictions.  Restricted securities may be sold only in
privately negotiated transactions,  in a public offering with respect to which a
registration statement is in effect under the Securities Act of 1933 or pursuant
to Rule 144 or Rule 144A  promulgated  under  such Act.  Where  registration  is
required,  the  Fund  may be  obligated  to pay all or part of the  registration
expense,  and a considerable  period may elapse between the time of the decision
to sell and the time such  security may be sold under an effective  registration
statement.  If during such a period adverse market  conditions  were to develop,
the Fund  might  obtain a less  favorable  price  than the  price it could  have
obtained when it decided to sell. None of the Funds will invest more than 15% of
its net assets in illiquid securities.

         L.  Borrowing.  Each Fund may borrow amounts up to 5% of its net assets
to meet redemption  requests.  Because each Fund's investments will fluctuate in
value,  whereas the interest  obligations on borrowed funds may be fixed, during
times of borrowing,  a Fund's net asset value may tend to increase more when its
investments  increase in value, and decrease more when its investments  decrease
in value. In addition,  interest costs on borrowings may fluctuate with changing
market  interest  rates and may partially  offset or exceed the return earned on
the  borrowed  funds.  Also,  during  times of borrowing  under  adverse  market
conditions,  a Fund might have to sell portfolio  securities to meet interest or
principal payments at a time when fundamental  investment  considerations  would
not favor such sales.

         M.  Equity  Securities.  Equity  securities  consist  of common  stock,
convertible  preferred stock,  convertible  bonds,  rights and warrants.  Common
stocks, the most familiar type,  represent an equity  (ownership)  interest in a
corporation.  Warrants are options to purchase equity  securities at a specified
price 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.
Although equity  securities  have a history of long term growth in value,  their
prices  fluctuate  based on changes in a company's  financial  condition  and on
overall market and economic  conditions.  Each Fund's  investment in convertible
securities will be limited to those of investment grade.

         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 stocks included in the S&P 500 Index, and changes in the price of
SPDRs track the movement of the Index relatively closely.

         Equity   securities   also  include  common  stocks  and  common  stock
equivalents  of  domestic  real estate  investment  trusts  ("REITs")  and other
companies which operate as real estate  corporations or which have a significant
portion  of their  assets in real  estate.  A Fund will not  acquire  any direct
ownership of real estate.

         Investments in equity  securities are subject to inherent  market risks
and fluctuations in value due to earnings, economic conditions and other factors
beyond the control of the advisor.  As a result,  the return and net asset value
of the Fund will fluctuate. Securities in the Fund's portfolios may not increase
as much as the market as a whole and some undervalued securities may continue to
be undervalued for long periods of time.  Although profits in some Fund holdings
may  be  realized  quickly,  it is  not  expected  that  most  investments  will
appreciate rapidly.

         N. U.S. Government Obligations. Each Fund may invest in U.S. government
obligations. These 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.

INVESTMENT LIMITATIONS

         Fundamental.  The  investment  limitations  described  below  have been
adopted   by  the  Trust  with   respect  to  each  Fund  and  are   fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the  outstanding  shares of each 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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.  No Fund will 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).

         1. Pledging. The Funds 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.

         2.  Borrowing.  No Fund will  purchase  any security  while  borrowings
(including  reverse repurchase  agreements)  representing more than one third of
its total assets are outstanding.

         3. Margin Purchases.  No Fund will purchase  securities or evidences of
interest  thereon on "margin."  This  limitation is not applicable to short term
credit obtained by a 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.

         4.  Options.  No Fund will  purchase  or sell puts,  calls,  options or
straddles  except  as  described  in the  Funds'  Prospectus  and  Statement  of
Additional Information.

         5. Illiquid  Investments.  No Fund will invest more than 15% of its net
assets in securities  for which there are legal or contractual  restrictions  on
resale and other illiquid securities.

         6. Loans of Portfolio Securities.  No Fund will make loans of portfolio
securities.


THE INVESTMENT ADVISOR AND SUB-ADVISORS

         The Advisor.

         The  investment  advisor  to the  Shepherd  Values  Funds  is  Shepherd
Advisory Services, Inc., 2505 21st Avenue South, Suite 204, Nashville, Tennessee
37212  ("Shepherd" or the "Advisor").  Shepherd is a wholly owned  subsidiary of
Shepherd Financial Services, Inc., a financial services company.


         Under the terms of the management agreement (the "Agreement"), Shepherd
manages each Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of each Fund except brokerage,  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 extraordinary  expenses.
As  compensation  for its  management  services and  agreement to pay the Fund's
expenses,  each Fund is obligated to pay Shepherd a fee (based on average  daily
net assets)  computed and accrued daily and paid monthly at the following annual
rates:  Small-Cap Fund,  1.80%;  Fixed Income Fund, 1.25%;  International  Fund,
1.95%; Growth Fund, 1.75%.



         For the fiscal periods indicated,  the Funds paid the following fees to
the Advisor:
<TABLE>
<S>                      <C>                <C>               <C>                   <C>

---------------------- ------------------- ------------------ ---------------------------------------
                          Small-Cap Fund    Fixed Income Fund    International          Growth
                                                                     Fund                Fund*
---------------------- ------------------- ------------------ ---------------------------------------
                            $950                 $365                $647               $3209
---------------------- ------------------- ------------------ ---------------------------------------
       Period              10/22/99-           10/22/99-           10/22/99-           1/21/00-
                            3/31/00             3/31/00             3/31/00            3/31/00
---------------------- ------------------- ------------------ ---------------------------------------

         *For  the  period  from   4/13/99  to  1/20/00,   Cornerstone   Capital
management,  Inc. was the Advisor to the Growth Fund,  and received $97 from the
Growth Fund for its advisory services.
</TABLE>


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

         The Advisor may make payments to banks or other financial  institutions
that provide shareholder services and administer shareholder accounts. If a bank
or other financial institution 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  and  other  financial
institutions  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 and other financial  institutions  which provide such
services;  however, in selecting investments for the Fund, no preference will be
shown for such securities.

         The  Sub-Advisors.   Templeton  Portfolio   Advisory,   a  division  of
Templeton/Franklin Investment Services, Inc. ("TFIS"), is the sub-advisor to the
International  Fund.  Under the terms of the sub-advisory  agreement,  Templeton
Portfolio  Advisory  receives a fee from the Fund's advisor computed and accrued
daily and paid  monthly  at an  annual  rate of 0.75% of the  average  daily net
assets of the International Fund.

         Nicholas-Applegate  Capital  Management  ("Nicholas-Applegate")  is the
sub-advisor  to  the  Small-Cap   Fund.   Under  the   sub-advisory   agreement,
Nicholas-Applegate  receives a fee from the Fund's advisor  computed and accrued
daily and paid  monthly  at an  annual  rate of 0.65% of the  average  daily net
assets of the Small-Cap Fund.

         Potomac Asset Management Company,  Inc.  ("Potomac") is the sub-advisor
to the Fixed Income Fund. Under the terms of the sub-advisory agreement, Potomac
receives a fee from the  Fund's  advisor  computed  and  accrued  daily and paid
monthly at an annual rate of 0.35% of the average  daily net assets of the Fixed
Income Fund.


         Cornerstone  Capital  Management,  Inc,  102 South  Tejon,  Suite  430,
Colorado  Springs,  Colorado  80903  ("Cornerstone")  is the  sub-advisor to the
Growth Fund.  Cornerstone Capital Management,  Inc., is a registered  investment
advisory firm formed as a Colorado corporation on April 1, 1997.  Cornerstone is
a wholly owned  subsidiary of The National  Capital  Companies,  LLC.  Darrel T.
Uselton,  a director  of  Cornerstone,  is the  controlling  shareholder  of The
National Capital Companies, LLC. Under the terms of the sub-advisory agreements,
Cornerstone  receives a fee from the Fund's  advisor  computed and accrued daily
and paid  monthly at an annual rate of 0.50% of the average  daily net assets of
the Growth Fund.


         Subject  always  to  the  control  of  the  Board  of  Trustees,   each
sub-advisor,  at its expense,  furnishes  continuously an investment program for
the Fund or Funds for which it acts as sub-advisor.  Each  sub-advisor  must use
its best  judgement  to make  investment  decisions,  place all  orders  for the
purchase and sale of portfolio  securities  and execute all  agreements  related
thereto.  Each  sub-advisor  makes its officers and  employees  available to the
Fund's  advisor  from  time to time at  reasonable  times to  review  investment
policies and to consult with the Advisor regarding the investment affairs of the
applicable  Fund. Each  sub-advisor  maintains books and records with respect to
the securities  transactions and renders to the Fund's advisor such periodic and
special  reports as the Advisor or the Trustees may  request.  Each  sub-advisor
pays all expenses  incurred by it in connection  with its  activities  under the
sub-advisory  agreement  other  than the cost  (including  taxes  and  brokerage
commissions, if any) of securities and investments purchased for a Fund.

         The Trust and the Advisor have each adopted a Code of Ethics under Rule
17j-1 of the Investment  Company Act of 1940. The Code  significantly  restricts
the personal  investing  activities  of all  employees of the Advisor.  The Code
requires  that all  employees of the Advisor  preclear  any personal  securities
investment.  The preclearance requirement and associated procedures are designed
to identify any substantive prohibition or limitation applicable to the proposed
investment.  In addition, no employee may purchase or sell any security which at
the time is being  purchased  or sold,  or to the  knowledge  of the employee is
being considered for purchase or sale, by the Fund. The substantive restrictions
also include a ban on acquiring any securities in an initial public offering and
provides for trading  "blackout  periods"  which  prohibit  trading by portfolio
managers  of the Fund  within  periods  of  trading  by the Fund in the same (or
equivalent) security. The restrictions and prohibitions apply to most securities
transactions  by  employees of the Advisor,  with  limited  exceptions  for some
securities  (such as securities  that have a market  capitalization  and average
daily trading volume above certain minimums).



<PAGE>


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,       Managing  Director  of  Unified  Fund  Services,   Inc.,  the  Funds'
1793 Kingswood Drive                 Secretary and    administrator,   since   October  2000.   President,   Treasurer  and
Suite 200                            Trustee          Secretary   of   AmeriPrime   Financial   Services,   Inc.,   a  fund
Southlake, Texas  76092                               administrator  (which  merged with Unified Fund  Services,  Inc.) and
Year of Birth:  1958                                  AmeriPrime Financial Securities,  Inc., the Funds' distributor,  from
                                                      1994  to   October   2000;President  and  Trustee of AmeriPrime  Advisors
                                                      Trust and  AmeriPrime  Insurance Trust;  Prior to December, 1994, a senior
                                                      client executive with SEI Financial Services.
------------------------------------ ---------------- ----------------------------------------------------------------------
*Robert A. Chopyak                   Treasurer and    Assistant Vice President of Financial  Administration of Unified Fund
1793 Kingswood Drive                 Chief            Services, Inc., the Funds' Administrator,  since August 2000. Manager
Suite 200                            Financial        of AmeriPrime  Financial  Services,  Inc., (which merged with Unified
Southlake, Texas  76092              Officer          Fund Services,  Inc.),  from February to August 2000.  Self-employed,
Year of Birth:  1968                                  performing   Y2K  testing,   January  1999  to  January  2000.   Vice
                                                      President of Fund Accounting,  American Data Services, Inc., a mutual
                                                      fund services company, October 1992 to December 1998.

------------------------------------ ---------------- ----------------------------------------------------------------------
Steve L. Cobb                        Trustee          President  of  Chandler  Engineering  Company,  L.L.C.,  oil  and gas
2001 N. Indianwood Avenue                             services company; various positions with Carbo Ceramics, Inc., oil
Broken Arrow, OK 74012                                field manufacturing/supply company, from 1984 to 1997, most recently
Year of Birth:  1957                                  Vice President of Marketing.
------------------------------------ ---------------- ----------------------------------------------------------------------
Gary E.  Hippenstiel                 Trustee          Director,  Vice  President  and Chief  Investment Officer of Legacy
600 Jefferson  Street                                 Trust Company since 1992;  President and Director of Heritage Trust
Suite 350                                             Company from 1994-1996;  Vice President and Manager of  Investments  of
Houston,  TX 77002                                    Kanaly Trust Company from 1988 to 1992.
Year of Birth:  1947
==================================== ================ ======================================================================
</TABLE>



         The  compensation  paid to the  Trustees  of the Trust  for the  Funds'
fiscal year ended March 31, 2000 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.



                                Aggregate               Total Compensation
Name                          Compensation            from Trust (the Trust is
                                 from Trust             not in a Fund Complex)

Kenneth D. Trumpfheller              0                            0

Steve L. Cobb                     $20,112.50                   $20,112.50

Gary E. Hippenstiel               $20,112.50                   $20,112.50



PORTFOLIO TRANSACTIONS AND BROKERAGE

         Subject to policies  established by the Board of Trustees of the Trust,
each Fund's  sub-advisor is responsible for each Fund's portfolio  decisions and
the  placing  of  each  Fund's  portfolio  transactions.  In  placing  portfolio
transactions,  each Fund's sub-advisor seeks the best qualitative  execution for
each 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 Fund's  sub-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 Fund's  sub-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.

         Each Fund's sub-advisor is specifically authorized to select brokers or
dealers who also provide brokerage and research services to the Funds and/or the
other accounts over which the Fund's sub-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 Fund's  sub-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  Fund's  sub-advisor's   overall
responsibilities  with respect to the Trust and to other  accounts over which it
exercises investment discretion.

         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 Funds  effect  securities
transactions may also be used by the Fund's  sub-advisor in servicing all of its
accounts.  Similarly,  research and  information  provided by brokers or dealers
serving other clients may be useful to the Fund's sub-advisor in connection with
its services to the Funds.  Although research services and other information are
useful to the Funds and the Fund's  sub-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 Fund's sub-advisor that the review and study of
the  research  and other  information  will not reduce the  overall  cost to the
Fund's sub-advisor of performing its duties to the Funds under the Agreement.

         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 a  Portfolio  and  another of the  sub-advisor's  clients  seek to
purchase or sell the same  security at or about the same time,  the  sub-advisor
may  execute  the  transaction  on  a  combined   ("blocked")   basis.   Blocked
transactions  can produce  better  execution for the  Portfolios  because of the
increased volume of the transaction.  If the entire blocked order is not filled,
the Portfolio 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
Portfolio 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 Fund's
sub-advisor,  taking into  account  such  factors as the size of the  individual
orders and transaction costs, when the Fund's sub-advisor believes an adjustment
is reasonable.


         The Trust,  the Avisor and the Funds'  distributor  have each adopted a
Code of Ethics (the "Code")  under Rule 17j-1 of the  Investment  Company Act of
1940.  The personnel  subject to the Code are permitted to invest in securities,
including securities that may be purchased or held by the Fund. You may obtain a
copy of the Code from the Securities and Exchange Commission.


         For the  fiscal  periods  indicated,  the Funds paid the  following  in
brokerage commissions:


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

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

                          Small-Cap Fund    Fixed Income Fund  International Fund       Growth
                                                                                         Fund
---------------------- ------------------- ------------------ -------------------- ----------------

                            $838                   $0                $1033              $4912

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

        Period              10/22/99-          10/22/99-          10/22/99-           4/13/99-
                             3/31/00            3/31/00            3/31/00            3/31/00
---------------------------------------------------------------------------------------------------
</TABLE>


DETERMINATION OF SHARE PRICE

         The price (net asset value) of the shares of each 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 Day, President's Day, Good Friday,  Memorial Day,  Independence Day,
Labor Day, Thanksgiving and Christmas.

         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
Fund's  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 Fund's 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 Fund's advisor,  subject to review of the Board of Trustees
of the Trust.

         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 Fund's 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 Fund's advisor, subject to review of the Board of Trustees.
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.

INVESTMENT PERFORMANCE

         The 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.

         A Fund's "yield" is determined in accordance with the method defined by
the Securities and Exchange  Commission.  A yield quotation is based on a 30 day
(or one month) period and is computed by dividing the net investment  income per
share earned  during the period by the maximum  offering  price per share on the
last day of the period, according to the following formula:

                                    Yield = 2[(a-b/cd+1)6-1]
         Where:
         a = dividends and interest earned during the period
         b = expenses accrued for the period (net of reimbursements)
         c = the average  daily number of shares  outstanding  during the period
         that were entitled to receive  dividends d = the maximum offering price
         per share on the last day of the period

         Solely  for  the  purpose  of  computing  yield,   dividend  income  is
recognized  by accruing  1/360 of the stated  dividend rate of the security each
day that the Fund owns the security. Generally, interest earned (for the purpose
of "a" above) on debt  obligations  is  computed  by  reference  to the yield to
maturity of each  obligation  held based on the market  value of the  obligation
(including  actual  accrued  interest)  at the  close  of  business  on the last
business  day prior to the start of the 30-day  (or one month)  period for which
yield is being calculated,  or, with respect to obligations purchased during the
month,  the purchase price (plus actual accrued  interest).  With respect to the
treatment  of  discount  and  premium  on  mortgage  or other  receivable-backed
obligations  which are  expected to be subject to monthly  paydowns of principal
and interest,  gain or loss attributable to actual monthly paydowns is accounted
for as an increase or decrease to interest income during the period and discount
or premium on the remaining security is not amortized.

         Each   Fund   may   also   advertise    performance    information   (a
"non-standardized  quotation")  which is  calculated  differently  from  average
annual  total  return.  A  non-standardized  quotation  of total return may be a
cumulative  return  which  measures  the  percentage  change  in the value of an
account  between the beginning and end of a period,  assuming no activity in the
account other than reinvestment of dividends and capital gains distributions.  A
non-standardized  quotation  may also be an average  annual  compounded  rate of
return  over a  specified  period,  which may be a period  different  from those
specified  for average  annual total  return.  In addition,  a  non-standardized
quotation may be an indication of 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. These non-standardized quotations do not include the effect of
the  applicable  sales  load  which,  if  included,   would  reduce  the  quoted
performance.  A  non-standardized  quotation  of total  return  will  always  be
accompanied by the Fund's average annual total return as described above.

         Each 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 each 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 periods indicated, each Fund's total return was as follows:

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

--------------------- ------------------ ------------------ -------------------- -----------------
                       Small-Cap Fund    Fixed Income Fund  International Fund        Growth
                                                                                       Fund
--------------------- ------------------ ------------------ -------------------- -----------------
       Return               %                      %                 %                   %
--------------------- ------------------ ------------------ -------------------- -----------------
       Period         10/22/99-3/31/00   10/22/99-3/31/00    10/22/99-3/31/00    4/13/99-3/31/00
--------------------- ------------------ ------------------ -------------------- -----------------
</TABLE>


         From time to time, in advertisements,  sales literature and information
furnished to present or prospective shareholders,  the performance of any of the
Funds  may be  compared  to  indices  of broad  groups of  unmanaged  securities
considered to be representative  of or similar to the portfolio  holdings of the
Funds or considered  to be  representative  of the stock market in general.  The
Funds may use the Standard & Poor's 500 Stock Index, the NASDAQ Composite Index,
the VIF 400 Values Index or the Dow Jones Industrial Average.

         In  addition,  the  performance  of any of the Funds 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 any of the  Funds.  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  Funds'  investments.   The  custodian  acts  as  the  Funds'
depository,  safekeeps its portfolio  securities,  collects all income and other
payments  with  respect  thereto,  disburses  funds at the  Funds'  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 Funds'  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 Funds' shares,  acts as dividend and distribution  disbursing
agent and performs other transfer agency and shareholder service functions.  For
its services as transfer agent,  Unified receives a monthly fee from the Advisor
of $1.20  per  shareholder  (subject  to a  minimum  monthly  fee of  $750).  In
addition,  Unified  provides  the Funds  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  Funds'  advisor  equal to  0.0275%  of each  Fund's  assets up to $100
million and 0.0250% of the Fund's assets from $100 million to $300 million,  and
0.0200% of the Fund's  assets  over $300  million  (subject  to various  monthly
minimum  fees,  the  maximum  being  $2,000  per month for assets of $20 to $100
million).  The  Administrator,  the  Distributor and the Transfer Agent are each
controlled by Unified Financial Services, Inc.


         The  following  chart  discloses  the fees paid by the Advisor (not the
Funds) to Unified for these fund accounting services:


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

---------------------- ------------------- ------------------ -------------------- ----------------
                          Small-Cap Fund    Fixed Income Fund  International Fund       Growth
                                                                                         Fund
---------------------- ------------------- ------------------ -------------------- ----------------
                              $______             $______             $______            $______
---------------------- ------------------- ------------------ -------------------- ----------------
        Period              10/22/99-          10/22/99-          10/22/99-            4/13/99-
                             3/31/00            3/31/00            3/31/00             3/31/00
---------------------- ------------------- ------------------ -------------------- ----------------

</TABLE>


ACCOUNTANTS

         The firm of McCurdy &  Associates  CPA's,  Inc.,  27955  Clemens  Road,
Westlake,  Ohio 44145, has been selected as independent  public  accountants for
each Fund for the  fiscal  year  ending  March 31,  2001.  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.  (the  "Distributor"),   1793
Kingswood Drive, Suite 200,  Southlake,  Texas 76092, is the exclusive agent for
distribution  of shares of the Funds.  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 Funds on a best  efforts  basis only against
purchase orders for the shares. Shares of the Funds are offered to the public on
a continuous  basis. The  Administrator,  the Distributor and the Transfer Agent
are each controlled by Unified Financial Services, Inc.


ADMINISTRATOR


         The  Fund  retains  Unified  Fund  Services,  Inc.  (formerly  known as
Ameriprime Financial Services, Inc.), 431 N. Pennsylvania St., Indianapolis,  IN
46204, (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. The Administrator receives
a monthly fee from the  Advisor  equal to an annual rate of 0.10% of each Fund's
assets under $50 million,  0.075% of each Fund's assets from $50 million to $100
million,  and 0.050% of each  Fund's  assets  over $100  million  (subject  to a
minimum fee of $2,500 per month).  The Administrator,  the Distributor,  and the
Transfer Agent are each controlled by Unified Financial Services, Inc.


         The  following  chart  discloses  the fees paid by the Advisor (not the
Fund) to the Administrator for these services:


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

---------------------- ------------------- ------------------ -------------------- ----------------
                          Small-Cap Fund    Fixed Income Fund  International Fund       Growth
                                                                                         Fund
---------------------- ------------------- ------------------ -------------------- ----------------
                             $______             $______             $______            $______
---------------------- ------------------- ------------------ -------------------- ----------------
       Period             10/22/99-            10/22/99-          10/22/99-            4/13/99-
                           3/31/00              3/31/00            3/31/00             3/31/00
---------------------- ------------------- ------------------ -------------------- ----------------
</TABLE>


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 Funds'  Annual Report to  Shareholders  for the periods from
each Fund's inception  through March 31, 2000. The Funds will provide the Annual
Report without charge by calling the Funds at 1-877-636-2766.











<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.

     (xvii) Copy of Amendment No. 20 to Registrant's Declaration of Trust, which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 40, is
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.,  advisor 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,  advisor 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., advisor
to  GLOBALT  Growth  Fund,  which  was  filed  as  an  Exhibit  to  Registrant's
Post-Effective Amendment No. 44, is hereby incorporated by reference.

     (iv) Copy of Registrant's Management Agreement with IMS Capital Management,
Inc.,  advisor 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.,  advisor 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,
advisor 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  Management  Agreement  with Spectrum  Advisory
Services,  Inc., advisor to the Marathon Value Portfolio,  which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 42, is hereby incorporated
by reference.

     (viii) Copy of  Registrant's  Management  Agreement  with The Jumper Group,
Inc.,  advisor 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.

     (ix) 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.

     (x) 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.

     (xi) Copy of Registrant's Management Agreement with Martin Capital Advisors
L.L.P.,  advisor to the Texas Opportunity Fund, which was filed as an Exhibit to
Registrant's   Post-Effective  Amendment  No.  44,  is  hereby  incorporated  by
reference.

     (xii)  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 Registrant's  Post-Effective Amendment No. 29, is hereby incorporated
by reference.

     (xiii) 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.

     (xiv)  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.

     (xv) 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.

     (xvi)  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.

     (xvii)  Copy  of  Registrant's   Management  Agreement  with  Auxier  Asset
Management, LLC, advisor to the Auxier Focus Fund, which was filed as an Exhibit
to  Registrant's  Post-Effective  Amendment  No. 31, is hereby  incorporated  by
reference.

     (xviii) Copy of Registrant's  Management  Agreement with Shepherd  Advisory
Services,  Inc.,  advisor  to the Shepherd  Values Growth Fund,  which was filed
as  an  Exhibit  to  Registrant's  Post-Effective  Amendment No. 42,  is  hereby
incorporated by reference.

     (xix) Copy of Registrant's  Management  Agreement  with Columbia  Partners,
L.L.C.,  Investment  Management,  advisor to the Columbia  Partners Equity Fund,
which was filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 31,
is hereby incorporated by reference.

     (xx)  Copy of   Registrant's  Management  Agreement  with  Cash  Management
Systems,  Inc. ("CMS"),  advisor to The Cash Fund, which was filed as an Exhibit
to  Registrant's  Post-Effective  Amendment  No. 31, is hereby  incorporated  by
reference.

     (xxi) 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.

     (xxii)  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.

     (xxiii) Copy of Registrant's  Management  Agreement with Shepherd  Advisory
Services,  Inc., advisor to the Shepherd Values VIF Equity Fund, which was filed
as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  31,  is hereby
incorporated by reference.

     (xxiv) Copy of Registrant's  Management  Agreement  with Shepherd  Advisory
Services,  Inc.,  advisor to the Shepherd Values Small-Cap Fund, which was filed
as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  31,  is hereby
incorporated by reference.

     (xxv) Copy of   Registrant's  Management  Agreement with Shepherd  Advisory
Services,  Inc.,  advisor to the Shepherd Values  International  Fund, which was
filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 31, is hereby
incorporated by reference.

     (xxvi) Copy  of Registrant's  Management  Agreement with Shepherd  Advisory
Services,  Inc.,  advisor to the Shepherd  Values  Fixed Income Fund,  which was
filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 31, is hereby
incorporated by reference.

     (xxvii)  Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and  Cornerstone  Capital  Management,  Inc.,  sub-advisor  to the Shepherd
Values  VIF  Equity  Fund,  which  was  filed  as  an  Exhibit  to  Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.

     (xxviii) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and  Templeton  Portfolio  Advisory,  sub-advisor  to the  Shepherd  Values
International Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 34, is hereby incorporated by reference.

     (xxix) Copy of Sub-Advisory Agreement between Shepherd  Advisory  Services,
Inc. and  Nicholas-Applegate  Capital  Management,  sub-advisor  to the Shepherd
Values   Small-Cap  Fund,   which  was  filed  as  an  Exhibit  to  Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.

     (xxx) Copy of Sub-Advisory  Agreement between Shepherd Advisory  Services,
Inc. and Potomac Asset  Management  Company,  Inc.,  sub-advisor to the Shepherd
Values  Fixed  Income  Fund,  which  was  filed as an  Exhibit  to  Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.

     (xxxi) Copy of Sub-Advisory  Agreement between Shepherd Advisory Services,
Inc. and  Cornerstone  Capital  Management,  Inc.,  sub-advisor  to the Shepherd
Values  Market  Neutral  Fund,  which was filed as an  Exhibit  to  Registrant's
Post-Effective Amendment No. 42, is hereby incorporated by reference.

     (xxxii) Copy of Sub-Advisory Agreement between Shepherd Advisory Services,
Inc. and  Cornerstone  Capital  Management,  Inc.,  sub-advisor  to the Shepherd
Values Growth Fund, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 42, is hereby incorporated by reference.

     (xxxiii)  Copy  of Registrant's   Management  Agreement  with  Aegis  Asset
Management,  Inc.,  advisor to the Westcott  Technology Fund (f/k/a the Westcott
Nothing  But  Net  Fund),   which  was  filed  as  an  Exhibit  to  Registrant's
Post-Effective Amendment No. 39, is hereby incorporated by reference.

     (xxxiv)  Copy  of  Registrant's   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. 39, is hereby incorporated
by reference.

     (xxxv)  Copy  of  Registrant's   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.  39,  is  hereby
incorporated by reference.

     (xxxvi) Copy of Registrant's  Management  Agreement with Jenswold,  King &
Associates, advisor to the Fountainhead Kaleidoscope Fund, which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 38, is hereby incorporated
by reference.

     (xxxvii) Copy of  Registrant's  Management  Agreement with Ariston Capital
Management Corporation,  advisor to the Ariston Internet Convertible Fund, which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 45, 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   Exhibit  A  to  the  Amended  and  Restated
Underwriting   Agreement,   which  was  filed  as  an  Exhibit  to  Registrant's
Post-Effective Amendment No. 40, is hereby incorporated by reference.

(f) Bonus or Profit Sharing Contracts.  None.

(g) Custodian 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,
Firstar Bank, N.A., which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 43, is hereby incorporated by reference.

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

(h) Other Material Contracts.

     (i)  Copy  of  Registrant's  Administrative  Services  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.

     (ii) Copy of Amended Exhibit A to the  Administrative  Services Agreement -
to be supplied.

     (iii) Copy of the Master-Feeder Participation Agreement for the Cash Fund -
to be supplied.

     (iv)  Copy  of  Sub-Administration  Agreement  for  the  Cash  Fund - to be
supplied.

     (v) Copy of Administration Agreement for the Cash Fund - to be supplied.

(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) Opinion of Brown,  Cummins & Brown Co., L.P.A., which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 41, is hereby incorporated
by reference.

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

(j) Other Opinions.

(i) Consent of McCurdy & Associates CPA's, Inc. 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  Technology Fund (f/k/a 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.

          (xii)  Copy of  Registrant's  Rule  12b-1  Distribution  Plan  for the
     Ariston  Internet  Convertible  Fund  which  was  filed  as an  Exhibit  to
     Registrant's  Post-Effective  Amendment No. 41, is hereby  incorporated  by
     reference.

          (xiii)  Copy of  Registrant's  Rule  12b-1  Distribution  Plan for the
     Florida Street Growth Fund,  which was filed as an Exhibit to  Registrant's
     Post-Effective Amendment No. 42, is hereby incorporated by reference.

          (xiv)  Copy of  Registrant's  Rule  12b-1  Distribution  Plan  for the
     Florida  Street  Bond Fund,  which was filed as an Exhibit to  Registrant's
     Post-Effective Amendment No. 42, is hereby incorporated by reference.

          (xv) Copy of Registrant's  Shareholder  Servicing Plan for the Florida
     Street  Growth  Fund,  which  was  filed  as  an  Exhibit  to  Registrant's
     Post-Effective Amendment No. 42, is hereby incorporated by reference.

          (xvi) Copy of Registrant's  Shareholder Servicing Plan for the Florida
     Street  Bond  Fund,   which  was  filed  as  an  Exhibit  to   Registrant's
     Post-Effective Amendment No. 42, is hereby incorporated by reference.

(n) 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.

          (iv) Rule 18f-3 Plan for the Ariston Internet  Convertible Fund, which
     was filed as an Exhibit to Registrant's Post-Effective Amendment No. 41, is
     hereby incorporated by reference.

          (v) Rule 18f-3 Plan for the Florida Street Bond Fund,  which was filed
     as an Exhibit to  Registrant's  Post-Effective  Amendment No. 42, is hereby
     incorporated by reference.

          (vi) Rule 18f-3 Plan for the Florida  Street  Growth  Fund,  which was
     filed as an Exhibit to  Registrant's  Post-Effective  Amendment  No. 42, is
     hereby incorporated by reference.

(o) Reserved.

(p) Codes of Ethics.

          (i) Code of Ethics of Registrant,  its underwriter and advisers, which
     was filed as an Exhibit to Registrant's Post-Effective Amendment No. 45, is
     hereby incorporated by reference.


          (ii) Code of Ethics of Northern Trust Quantitative Advisors, Inc.,
     advisor to the Carl Domino Equity Income Fund, the Carl Domino Growth Fund
     and the Carl Domino Global Equity Income Fund, is filed herewith.


(q) Powers 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 of the Trust, 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  President  (and a Trustee)  of the
     Trust,  which  was  filed  as an  Exhibit  to  Registrant's  Post-Effective
     Amendment No. 35, is hereby incorporated by reference.

          (iv) Power of Attorney for the Treasurer of the Trust, which was filed
     as an Exhibit to  Registrant's  Post-Effective  Amendment No. 43, is hereby
     incorporated by reference.

          (v) Powers of Attorney for the Trustees of the AMR Investment Services
     Trust,  which  were  filed as an  Exhibit  to  Registrant's  Post-Effective
     Amendment No. 45, are hereby incorporated by reference.


Item 24.  Persons Controlled by or Under Common Control with the Registrant
--------  ------------------------------------------------------------------
          (As of November 3, 2000)
          -----------------------

(a)  Charles L. Dobson, may be deemed to control the Dobson Covered Call Fund as
     a result of his  beneficial  ownership  of the Fund  (72.68%).  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.

(b)  J.  Jeffrey  Auxier  may be deemed to control  the  Auxier  Focus Fund as a
     result of his beneficial ownership of the Fund (36.45%).  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.

(c)  Roger E. King may be deemed to control the Fountainhead  Kaleidoscope  Fund
     as a result of his beneficial ownership of the Fund (26.00%). Roger E. King
     controls King Investment  Advisors,  Inc. (a Texas corporation)  because he
     owns a majority of its shares. As a result, King Investment Advisors,  Inc.
     and the Fund may be deemed to be under the common control of Roger E. King.


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  advisors,  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)  Pursuant  to  the  Underwriting   Agreement,   the  Trust  shall  indemnify
Underwriter and each of Underwriter's  Employees  (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 serving as the underwriter for the Trust or as
one of Underwriter's Employees, or thereafter, by reason of being or having been
the underwriter for the Trust or one of Underwriter's  Employees,  including but
not limited to liabilities arising due to any  misrepresentation or misstatement
in the Trust's prospectus,  other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be  indemnified  against  any  liability  to which  such  Covered  Person  would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence or reckless disregard of the duties of such Covered Person.

(d) 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 Advisor
--------  ----------------------------------------------------

     A. Northern Trust  Quantitative  Advisors,  Inc., 50 South LaSalle  Street,
Chicago, Illinois 60675, ("Northern"),  Advisor to the Carl Domino Equity Income
Fund, the Carl Domino Growth Fund and the Carl Domino Global Equity Income Fund,
is a registered investment advisor.

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

(2)  Information  with  respect to each  officer  and  director  of  Northern is
     incorporated  by  reference to Schedule D of Form ADV filed by it under the
     Investment Advisers Act (File No. 801-33358).

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

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

(2)  Information   with  respect  to  each  officer  and  director  of  King  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-27224).

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

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

(2)  Information  with  respect  to each  officer  and  director  of  GLOBALT is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-38123).

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

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

(2) Information with respect to each officer and director of IMS is incorporated
by reference to Schedule D of Form ADV filed by it under the Investment Advisers
Act (File No. 801-33939).

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

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

(2)  Information  with respect to each officer and director of  CommonWealth  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-39749).

     F. Corbin & Company,  6300 Ridglea  Place,  Suite 1111,  Fort Worth,  Texas
76116,  ("Corbin"),  Advisor to the Corbin Small-Cap Value Fund, is a registered
investment advisor.

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

(2)  Information  with  respect  to each  officer  and  director  of  Corbin  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-41371).

     G.  Spectrum  Advisory  Services,  Inc.  ("Spectrum"),  1050  Crown  Pointe
Parkway,  Suite 950,  Atlanta,  Georgia  30338,  Advisor to the  Marathon  Value
Portfolio, is a registered investment advisor.

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

(2)  Information  with  respect to each  officer  and  director  of  Spectrum is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-40286).

     H.  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)  Information  with  respect  to each  officer  and  director  of  Jumper  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-45453).

     I. 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) Information with respect to each officer and director of AAM is incorporated
by reference to Schedule D of Form ADV filed by it under the Investment Advisers
Act (File No. 801-41463).

     J. Martin Capital Advisors,  L.L.P. ("Martin"),  816 Congress Avenue, 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)  Information   with  respect  to  each  officer  and  member  of  Martin  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-55669).

     K. 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)  Information   with  respect  to  each  officer  and  director  of  GJMB  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-36855).

     L. 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)  Information  with  respect  to each  officer  and  director  of  Dobson  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-56099).

     M.  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)  Information   with  respect  to  each  officer  and  member  of  Auxier  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-55757).

     N.  Shepherd  Advisory  Services,   Inc.,  2505  21st  Avenue,  Suite  204,
Nashville,  Tennessee 37212 ("Shepherd"),  Advisor to the Shepherd Values Funds,
is a registered investment advisor.

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

(2)  Information  with  respect to each  officer  and  director  of  Shepherd is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-38210).

     O. 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)  Information  with  respect  to each  officer  and  member  of  Columbia  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-50156).

     P.  Legacy  Investment  Group,  LLC,  d/b/a Cash  Management  Systems,  290
Turnpike Road,  #338,  Westborough,  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)  Information  with respect to each officer and member of CMS is incorporated
by reference to Schedule D of Form ADV filed by it under the Investment Advisers
Act (File No. 801-56211).

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

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

(2)  Information  with  respect  to each  officer  and  director  of  Ariston is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-13209).

     R. Leader  Capital Corp.,  121 S.W.  Morrison St., Ste. 450,  Portland,  OR
97204  ("Leader"),  Advisor  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)  Information  with  respect  to each  officer  and  director  of  Leader  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-56684).

     S. Aegis Asset Management,  Inc. ("Aegis"), 230 Westcott, Suite 1, Houston,
Texas 77007, Advisor to the Westcott Technology Fund (f/k/a the Westcott Nothing
But Net Fund),  Westcott  Large-Cap  Fund and Westcott  Fixed Income Fund,  is a
registered investment advisor.

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

(2)  Information  with  respect  to  each  officer  and  director  of  Aegis  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-56040).

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, Treasurer and Secretary and a Trustee of the
     Registrant.  It is also the underwriter for the AmeriPrime Insurance Trust,
     AmeriPrime Advisors Trust, the Kenwood Funds, the Rockland Funds Trust, the
     10K SmartTrust 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  Custodians,  Firstar
Bank,  N.A.,  425 Walnut Street,  Cincinnati,  Ohio 45202;  and UMB Bank,  N.A.,
Securities  Administration  Dept., 928 Grand Blvd., 10th Floor,  Kansas City, MO
64106;  and/or  transfer and shareholder  service agent,  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 of
the requirements for  effectiveness  of this  Registration  Statement under Rule
485(b) under the Securities Act 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 16th day of November, 2000.

                                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

Gary E. Hippensteil,* Trustee            *By: __________/s/_____________________
                                                    Donald S. Mendelsohn,
Steve L. Cobb,* Trustee                              Attorney-in-Fact

Robert A. Chopyak,* Treasurer                        November 16, 2000
and Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

1. Consent of Counsel ...........................................EX-99.23.i.iv
2. Consent of Auditors...........................................EX-99.23.j.i
3. Code of Ethics of Northern Trust Quantitative Advisers, Inc...EX-99.23.p.ii



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