AMERIPRIME FUNDS, 497, 2000-05-12

AMERIPRIME FUNDS
497, 2000-05-12

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ARISTON CONVERTIBLE SECURITIES FUND

ARISTON INTERNET CONVERTIBLE FUND - ELITE SHARES

PROSPECTUS

MAY 1, 2000

INVESTMENT OBJECTIVE:
Total return

40 Lake Bellevue Drive, Suite 220
Bellevue, Washington 98005

For Information, Shareholder Services and Requests:
Toll Free (888)-387-2273

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..........................................................3

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

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

EXCHANGE PRIVILEGES.........................................................12

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

DETERMINATION OF NET ASSET VALUE............................................14

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

MANAGEMENT OF THE FUNDS.....................................................15

OTHER INVESTMENT INFORMATION................................................15

FINANCIAL HIGHLIGHTS........................................................17

FOR MORE INFORMATION................................................BACK COVER

<PAGE>

RISK/RETURN SUMMARY

ARISTON CONVERTIBLE SECURITIES FUND
INVESTMENT OBJECTIVE

The investment objective of the Ariston Convertible Securities Fund is total
return.

PRINCIPAL STRATEGIES

Convertible securities are considered by the advisor to be an attractive
investment vehicle for the Fund because they combine the benefits of higher and
more stable income than the underlying common stock generally provides, with the
potential of profiting from an appreciation in the value of the underlying
security. While convertible securities generally offer lower interest or
dividend yields than non-convertible debt securities of similar quality, the
investor may benefit from the increase in the market price of the underlying
common stock. The Fund's advisor selects convertible securities based on the
business fundamentals (such as earnings growth and revenue growth) of the
underlying company and its industry, overall portfolio diversification goals,
and creditworthiness of the underlying company. Common stock received upon
conversion or exchange of such securities will either be sold in an orderly
manner or held by the Fund. The Fund will generally hold the common stock when
the favorable business fundamentals used in selecting the convertible security
are still intact and overall portfolio diversification is enhanced by keeping
the common stock in the portfolio. Under normal circumstances, common stocks
will comprise no more than 35% of the Fund's portfolio.

While it is anticipated that the Fund will diversify its investments
across a range of industry sectors, certain sectors are likely to be
overweighted compared to others because the Fund's advisor seeks the best
investment opportunities regardless of sector. The Fund may, for example, be
overweighted at times in the technology sector. The sectors in which the Fund
may be overweighted will vary at different points in the economic cycle.

The Fund may sell a security if the Fund's advisor believes that the
business fundamentals of the underlying common stock and its convertible
security are deteriorating, the convertible security is called, there are more
attractive alternative issues, general market conditions are adverse, or to
maintain portfolio diversification.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o MANAGEMENT RISK. The advisor's strategy may fail to produce the
intended results.
o COMPANY RISK. When the market price of a common stock underlying a
convertible security decreases in response to the activities and financial
prospects of the company, the value of the convertible security may also
decrease. 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 SECTOR RISK. If the Fund's portfolio is overweighted in a certain sector, any
negative development affecting that sector will have a greater impact on the
Fund than a fund that is not overweighted in that sector. The Fund may have a
greater concentration in technology companies and weakness in this sector
could result in significant losses to the Fund. Technology companies may be
significantly affected by falling prices and profits and intense competition,
and their products may be subject to rapid obsolescence.

o INTEREST RATE RISK. The value of your investment may decrease when interest
rates rise. Convertible securities with longer effective maturities are more
sensitive to interest rate changes than those with shorter effective
maturities.

o HIGH YIELD RISK. The Fund may be subject to greater levels of interest rate,
credit and liquidity risk than funds that do not invest in junk bonds. Junk
bonds are considered predominantly speculative with respect to the issuer's
continuing ability to make principal and interest payments. An economic
downturn or period of rising interest rates could adversely affect the market
for junk bonds and reduce the Fund's ability to sell its junk bonds
(liquidity risk). See "High Yield Debt Securities" on page 16 for a more
detailed discussion of these lower rated securities.

o CREDIT RISK. The issuer of the convertible security may not be able to make
interest and principal payments when due. Generally, the lower the credit
rating of a security, the greater the risk that the issuer will default on
its obligation. If the issuer defaults and the value of the security
declines, the Fund's share price may decline.

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.

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o Long-term investors seeking a fund with a total return strategy
o Investors who can tolerate the greater risks associated with junk bonds

HOW THE FUND HAS PERFORMED

The bar chart and performance table below show the variability of the
Fund's returns, which is one indicator of the risks of investing in the Fund. On
April 30, 1999, the Fund acquired the assets and liabilities of the Lexington
Convertible Securities Fund in a tax-free reorganization. The Fund is a
continuation of the Lexington fund and, therefore, the bar chart shows changes
in the Fund's returns since the inception of the Lexington fund. The table shows
how the Fund's average annual total returns (which include the Lexington fund)
compare over time to those of a broad-based securities market index. Of course,
the Fund's past performance is not necessarily an indication of its future
performance.

1990 -3.39%
1991 45.05%
1992 12.82%
1993 6.53%
1994 1.30%
1995 18.63%
1996 4.89%
1997 13.16%
1998 2.09%
1999 94.61%

......During the period shown, the highest return for a quarter was 67.46% (4th
quarter, 1999); and the lowest return was -16.04% (3rd quarter, 1998).

AVERAGE ANNUAL TOTAL RETURNS:

One Year Five Year Ten

Year

Ariston Convertible Securities Fund 94.61% 22.84% 16.92%
Russell 2000 Index 20.93% 16.62% 13.38%
Lehman Brothers Government/Corp Bond Index -2.16% 7.60% 7.65%

<PAGE>

ARISTON INTERNET CONVERTIBLE FUND
INVESTMENT OBJECTIVE

The investment objective of the Ariston Internet Convertible Fund is total
return.

PRINCIPAL STRATEGIES

Under normal circumstances, the Fund will invest at least 65% of its total
assets in a diversified portfolio of convertible securities (i.e., convertible
into shares of common stock) of internet companies. Types of convertible
securities include convertible bonds, convertible preferred stocks, exchangeable
bonds, zero coupon bonds and warrants. The convertible securities acquired by
the Fund may include a significant amount of high yield securities (commonly
known as "junk bonds") rated as low as Caa by Moody's Investors Service, Inc.
("Moody's") or CCC by Standard and Poor's Corporation ("S&P") or, if unrated, of
comparable quality in the opinion of the advisor. Internet companies are defined
as those companies that have a significant portion of their assets, gross income
or net profits committed to or derived from the research, design, development,
manufacturing or distribution of products, processes or services for use with
the internet or intranets and related businesses. The Fund anticipates that it
will invest predominantly in seasoned companies that have successfully
implemented internet strategies. These companies include, for example, companies
in the infrastructure, software application and e-commerce sectors of the
internet.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o INTERNET CONCENTRATION RISK. Your investment in the Fund is subject to
special risks because the Fund concentrates its investments in internet
companies. Internet companies are subject to competitive pressures and
changing demands that may have a significant effect on the financial
condition of internet companies. Changes in governmental policies, such as
telephone and cable regulations, and anti-trust enforcement, may have a
material effect on the products and services of these companies. In addition,
the rate of technological change is generally higher than other companies,
often requiring extensive and sustained investment in research and
development, and exposing such companies to the risk of rapid product
obsolescence. It is likely that some of today's public internet companies
will not exist in the future. The price of many internet stocks has risen
based on projections of future earnings and company growth. If a company does
not perform as expected, the price of the stock could decline significantly.
Many internet companies are currently operating at a loss and may never be
profitable.

o VOLATILITY RISK. Common stocks of internet companies tend to be more volatile
than other investment choices. Because of its narrow focus, the Fund's
performance is closely tied to any factors which may affect internet
companies and, as a result, is more likely to fluctuate than that of a fund
which is invested in a broader range of companies.

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.

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o Long-term investors seeking to diversify into internet securities
o Investors willing to accept significant price fluctuations in their
investment

o Investors who can tolerate the greater risks associated with internet
investments

o Investors who can tolerate the greater risks associated with junk bonds

HOW THE FUND HAS PERFORMED

Although past performance of a Fund is no guarantee of how it will perform
in the future, historical performance may give you some indication of the risk
of investing in the Fund because it demonstrates how its returns have varied
over time. The Bar Chart and Performance Table that would otherwise appear in
this prospectus have been omitted because the Fund is recently organized and has
annual returns of less than one year.

FEES AND EXPENSES OF INVESTING IN THE FUNDS

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

SHAREHOLDER FEES (fees paid directly from your investment) Convertible Internet
Securities Fund Convertible Fund

Elite Shares
<S> <C> <C>

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

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)
Management Fees..............................................2.22%...............2.22%
Distribution (12b-1) Fees...................................0.00%2...............0.00%
Other Expenses 1.............................................0.03%...............0.03%
Total Annual Fund Operating Expenses ........................2.25%...............2.25%

1 Other expenses are estimated for the Fund's first fiscal year.
2 The Convertible Securities Fund has adopted a 12b-1 Plan that
permits the Fund to charge 12b-1 fees of up to 0.25% annually. The Fund's
expenses will not be affected by the 12b-1 Plan because the Fund's advisor does
not intend to activate the Plan through May 1, 2001.
</TABLE>

Example:

The example below is intended to help you compare the cost of investing in
the Funds 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
------ -------- ------- --------
Convertible Securities Fund $231 $711 $1217 $2607

Internet Convertible Fund
Elite Shares $231 $711

HOW TO BUY SHARES

The minimum initial investment in each Fund is $1,000 and minimum
subsequent investments are $50. Either Fund may waive these minimums for
accounts participating in an automatic investment program. If your investment is
aggregated into an omnibus account established by an investment advisor, broker
or other intermediary, the account minimums apply to the omnibus account, not to
your individual investment. If you purchase or redeem shares through a
broker/dealer or another intermediary, you may be charged a fee by that
intermediary.

INITIAL PURCHASE

BY 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:
U.S. Mail:Ariston Mutual Funds Overnight:Ariston Mutual 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

BY WIRE - You may also purchase shares of a 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 888-387-2273 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: Ariston Mutual Funds
Fund Portfolio Name _________________(write in name of fund)
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)
D.D.A.#821601382

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

ADDITIONAL INVESTMENTS

You may purchase additional shares of 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). -a check made payable to the Ariston
Mutual Funds -the name of the Fund...

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

AUTOMATIC INVESTMENT PLAN

You may make regular investments in the Funds 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.

DISTRIBUTION PLAN

The Convertible Securities Fund has adopted a plan under Rule 12b-1 that
allows the Fund to pay distribution fees for the sale and distribution of its
shares and allows the Fund to pay for services provided to shareholders.
Shareholders of the Convertible Securities Fund pay annual 12b-1 expenses of up
to 0.25%. Because these fees are paid out of the Fund's assets on an on-going
basis, over time, these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges. The Internet Convertible
Fund - Elite Shares has not adopted a Rule 12b-1 Plan.

DESCRIPTION OF CLASSES

The Internet Convertible Fund currently offers two Classes of shares:
Elite Shares and Premier shares. Each Class is subject to different expenses and
a different sales charge structure. The Elite Shares pay no sales charges or
distribution expenses. The Premier Shares pay a maximum sales charge of 4.0% and
distribution expenses of up to 0.70% annually.

When purchasing shares of the Internet Convertible Fund, specify which
Class you are purchasing. The differing expenses applicable to the different
Classes of the Fund's shares may affect the performance of those Classes.
Broker/dealers and others entitled to receive compensation for selling or
servicing Fund shares may receive more with respect to one Class than another.

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 Funds' 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 Funds' transfer agent about the IRA custodial fees.

OTHER PURCHASE INFORMATION

Each Fund 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 Funds can
redeem shares from any identically registered account in the Funds as
reimbursement for any loss incurred. You may be prohibited or restricted from
making future purchases in the Funds.

EXCHANGE PRIVILEGE

By telephoning the Funds at (888)-387-2273 or writing the Funds at P.O.
Box 6110, Indianapolis, Indiana 46206-6110, you may exchange, without charge,
any or all of your no-load shares in a Fund for no-load shares of the other
Ariston Fund. Exchanges may be made only if the fund in which you wish to invest
is registered in your state of residence.

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. In times of extreme economic or market conditions, exchanging 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. 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 the other 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 that maintains an omnibus account
with the money market fund for all shareholders of the Funds. The Funds 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:

U.S. Mail:Ariston Mutual Funds Overnight:Ariston Mutual 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

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 Fund or the
Fund's transfer agent, a shareholder, prior to redemption, may be required to
furnish additional legal documents to insure proper authorization.

BY TELEPHONE - You may redeem any part of your account in a Fund by
calling the Funds' transfer agent at 888-387-2273. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Funds, 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 888-387-2273. 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, each Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$1,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Funds.

DETERMINATION OF NET ASSET VALUE

The price you pay for your shares is based on the applicable 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 Funds' 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 Funds'
advisor at their fair value, according to procedures approved by the Funds'
board of trustees.

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 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 expects that its
distributions will consist primarily of capital gains.

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

Ariston Capital Management, Corporation, 40 Lake Bellevue Drive, Suite
220, Bellevue, Washington 98005 serves as investment advisor to the Funds. The
advisor was founded in 1977 and provides investment management to client
portfolios that include individuals, corporations, pension and profit sharing
plans and other qualified retirement plan accounts, and as of March 31, 2000
manages over $57 million in assets.

Richard B. Russell, President and controlling shareholder of the advisor,
has been primarily responsible for the day-to-day management of each Fund's
portfolio since its inception. Mr. Russell is a graduate of the School of
Business at the University of Washington and has completed additional training
at the New York Institute of Finance. He has spent his entire professional
career as an independent money manager, dating from 1972. Before founding
Ariston in 1977, he was a full-time manager of private family assets. Since
1977, Mr. Russell's primary responsibilities have been portfolio management and
investment research.

The Convertible Securities Fund is authorized to pay the advisor a fee
equal to an annual average rate of 2.25% of its average daily net assets, less
the amount of its 12b-1 expenses and fees and expenses of non-interested person
trustees. The Internet Convertible Fund is authorized to pay the advisor a fee
equal to an annual average rate of 2.25% of its average daily net assets, less
the amount of its fees and expenses of non-interested person trustees. The
advisor (not the Funds) 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 INVESTMENT INFORMATION

GENERAL

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

From time to time, each Fund may take temporary defensive positions which
are inconsistent with the Fund's principal investment strategies, in attempting
to respond to adverse market, economic, political, or other conditions. For
example, a Fund may hold all or a portion of its assets in money market
instruments, U.S. government securities of other no-load mutual funds or
repurchase agreements. If a Fund invests in shares of another mutual fund, the
shareholders of the Fund, 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. Each Fund may also invest in such instruments
at any time to maintain liquidity or pending selection of investments in
accordance with its policies.

CONVERTIBLE SECURITIES

Convertible securities are securities that may be exchanged or converted
into a predetermined number of the issuer's underlying common shares, the common
shares of another company or that are indexed to an unmanaged market index at
the option of the holder during a specified time period. Convertible securities
may take the form of convertible preferred stock, convertible bonds or
debentures, stock purchase warrants, zero-coupon bonds or liquid-yield option
notes, Eurodollar convertible securities, convertible securities of foreign
issuers, stock index notes, or a combination of the features of these
securities. Prior to conversion, convertible securities have the same general
characteristics as non-convertible debt securities and provide a stable stream
of income with generally higher yields than those of equity securities of the
same or similar issuers. When the market price of a common stock underlying a
convertible security increases, the price of the convertible security
increasingly reflects the value of the underlying common stock and may rise
accordingly. As the market price of the underlying common stock declines,
convertible securities tend to trade increasingly on a yield basis, and thus,
may not depreciate to the same extent as the underlying common stock.
Convertible securities are ranked senior to common stock on an issuer's capital
structure and they are usually of higher quality and normally entail less risk
than the issuer's common stock, although the extent to which risk is reduced
depends in large measure to the degree to which convertible securities sell
above their value as fixed income securities.

HIGH YIELD DEBT SECURITIES

High yield debt securities in which a Fund may invest are commonly
referred to as "junk bonds." The economy and interest rates affect junk bonds
differently from other securities. The prices of junk bonds have been found to
be more sensitive to interest rate changes than higher-rated investments, and
more sensitive to adverse economic changes or individual corporate developments.
Also, during an economic downturn or substantial period of rising interest
rates, highly leveraged issuers may experience financial stress which would
adversely affect their ability to service their principal and interest payment
obligations to meet projected business goals, and to obtain additional
financing. If the issuer of a security defaulted, a Fund may incur additional
expenses to seek recovery. In addition, periods of economic uncertainty and
changes can be expected to result in increased volatility of market prices of
junk bonds and each Fund's net asset value. To the extent that there is no
established retail secondary market, there may be thin trading of junk bonds,
and this may have an impact on the aAdviser'sdvisor's ability to accurately
value junk bonds and on each Fund's ability to dispose of the securities.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of junk bonds, especially in a
thinly traded market.

There are risks involved in applying credit ratings as a method for
evaluating junk bonds. For example, credit ratings evaluate the safety of
principal and interest payments, not market value of junk bonds. Also, since
credit rating agencies may fail to timely change the credit ratings to reflect
subsequent events, the a dvisor will continuously monitor the issuers of junk
bonds in the Funds to determine if the issuers will have sufficient cash flow
and profits to meet required principal and interest payments, and to assure the
securities' liquidity.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table below includes audited information for the
fiscal year ended December 31, 1999. The information is derived from the audited
financial statements of the Fund included in the Fund's Annual Report, which is
available upon request and without charge. The table also includes audited
information of the Lexington Convertible Securities Fund (the Fund's
predecessor) for the fiscal years ended December 31, 1995 through 1998, which
were audited by the predecessor fund's independent auditors. The Fund's annual
report for the most recent fiscal year includes a discussion of the Fund's
performance (including the performance of the predecessor fund). It is available
from the Fund upon request and without charge. The Ariston Internet Convertible
Fund had not commenced operations prior to December 31, 1999.
<TABLE>
<CAPTION>

ARISTON CONVERTIBLE SECURITIES FUND

YEARS ENDED DECEMBER 31,
<S> <C> <C> <C> <C> <C>
-------------------------------------------
1999 1998 1997 1996 1995
-------------------------------------------
SELECTED PER SHARE DATA

Net asset value, beginning of period $ 15.36 $ $ $ $
15.08 13.66 13.66 11.84
-------------------------------------------
Income from investment operations:

Net investment income (loss) (0.11) -- 0.11 0.11 0.15
Net realized and unrealized gain
on investments 14.49 0.31 1.68 0.55 2.04
-------------------------------------------
-------------------------------------------
Total from investment operations 14.38 0.31 1.79 0.66 2.19
-------------------------------------------

Less distributions:
Distributions from net investment -- -- (0.11) (0.11) (0.15)
Distributions from net realized (4.74) (0.03) (0.26) (0.55) (0.22)
gains

-------------------------------------------
----------
Total distributions (4.74) (0.03) (0.37) (0.66) (0.37)
-------------------------------------------
---------------------------------
Net asset value, end of period $ 25.00 $ $ $ $
15.36 15.08 13.66 13.66
===========================================

TOTAL RETURN 94.61% 2.09% 13.16% 4.89% 18.63%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000) $15,960 $10,385 $10,345 $11,208 $11,641
Ratio of expenses to average net assets 2.10% 2.32% 2.38% 2.39% 2.52%
Ratio of expenses to average net assets
before reimbursement 2.10% 2.32% 2.38% 2.39% 2.52%
Ratio of net investment income (loss)
average net assets (0.59)% (0.13)% 0.79% 0.77% 1.24%
Ratio of net investment income (loss)
average net assets before (0.59)% (0.13)% 0.79% 0.77% 1.24%
Portfolio turnover rate 32.89% 27.79% 30.47% 18.45% 11.23%
</TABLE>

<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 888-387-2273 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>

ARISTON INTERNET CONVERTIBLE FUND

PREMIER SHARES

PROSPECTUS

MAY 1, 2000

INVESTMENT OBJECTIVE:
Total return

40 Lake Bellevue Drive, Suite 220
Bellevue, Washington 98005

For Information, Shareholder Services and Requests:
Toll Free (888)-387-2273

TABLE OF CONTENTS

PAGE

RISK/ RETURN SUMMARY.........................................................3

FEES AND EXPENSES OF INVESTING IN THE FUND...................................5

HOW TO BUY SHARES............................................................6

HOW TO REDEEM SHARES.........................................................9

DETERMINATION OF NET ASSET VALUE............................................11

DIVIDENDS, DISTRIBUTIONS AND TAXES..........................................11

MANAGEMENT OF THE FUND......................................................12

OTHER INVESTMENT INFORMATION................................................13

FOR MORE INFORMATION................................................BACK COVER

<PAGE>

RISK/RETUERN SUMMARY

ARISTON INTERNET CONVERTIBLE FUND
INVESTMENT OBJECTIVE

The investment objective of the Ariston Internet Convertible Fund is total
return.

PRINCIPAL STRATEGIES

PRINCIPAL RISKS OF INVESTING IN THE FUND

o INTERNET CONCENTRATION RISK. Your investment in the Fund is subject to
special risks because the Fund concentrates its investments in internet
companies. Internet companies are subject to competitive pressures and
changing demands that may have a significant effect on the financial
condition of internet companies. Changes in governmental policies, such as
telephone and cable regulations and anti-trust enforcement, may have a
material effect on the products and services of these companies. In addition,
the rate of technological change is generally higher than other companies,
often requiring extensive and sustained investment in research and
development, and exposing such companies to the risk of rapid product
obsolescence. It is likely that some of today's public internet companies
will not exist in the future. The price of many internet stocks has risen
based on projections of future earnings and company growth. If a company does
not perform as expected, the price of the stock could decline significantly.
Many internet companies are currently operating at a loss and may never be
profitable.

o HIGH YIELD RISK. The Fund may be subject to greater levels of interest rate,
credit and liquidity risk than funds that do not invest in junk bonds. Junk
bonds are considered predominantly speculative with respect to the issuer's
continuing ability to make principal and interest payments. An economic
downturn or period of rising interest rates could adversely affect the market
for junk bonds and reduce the Fund's ability to sell its junk bonds
(liquidity risk). See "High Yield Debt Securities" on page 13 for a more
detailed discussion of these lower rated securities.

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.

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o Long-term investors seeking to diversify into internet securities
o Investors willing to accept significant price fluctuations in their investment
o Investors who can tolerate the greater risks associated with internet
investments
o Investors who can tolerate the greater risks associated with junk bonds

HOW THE FUND HAS PERFORMED

FEES AND EXPENSES OF INVESTING IN THE FUND

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

SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases1 .......................4.00%
Maximum Deferred Sales Charge (Load)......................................NONE
Redemption Fee............................................................NONE
Exchange Fee..............................................................NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)
Management Fees..........................................................2.22%
Distribution (12b-1) Fees................................................0.70%
Other Expenses2 .........................................................0.03%
Total Annual Fund Operating Expenses ....................................2.95%

1 The sales load is 4.00% for purchases less than $25,000, declining to
0.75% for purchases of $500,000 or more.

2 Other expenses are estimated for the Fund's first fiscal year.

Example:

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

1 YEAR 3 YEARS
------ -------
$690 $1288

HOW TO BUY SHARES

The minimum initial investment in the Fund is $1,000 and minimum
subsequent investments are $50. The Fund may waive these minimums for accounts
participating in an automatic investment program. If your investment is
aggregated into an omnibus account established by an investment advisor, broker
or other intermediary, the account minimums apply to the omnibus account, not to
your individual investment. If you purchase or redeem shares through a
broker/dealer or another intermediary, you may be charged a fee by that
intermediary.

INITIAL PURCHASE

BY 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 Fund.

Mail the application and check to:

U.S. Mail: Overnight:
Ariston Internet Convertible Ariston Internet Convertible
Fund - Premier Shares Fund - Premier Shares
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

Shares of the Fund are purchased 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>
<CAPTION>

=====================================================================================
SALES LOAD AS OF % OF:
PUBLIC NET DEALER REALLOWANCE AS %
AMOUNT OF INVESTMENT OFFERING AMOUNT OF PUBLIC OFFERING PRICE
PRICE INVESTED
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------
Less Than $25,000 4.00% 4.17% 3.75%

- -------------------------------------------------------------------------------------
$25,000 but less than $50,000 3.00% 3.09% 2.75%
- -------------------------------------------------------------------------------------
$50,000 but less than $100,000 2.50% 2.56% 2.25%
- -------------------------------------------------------------------------------------
$100,000 but less than $250,000 2.00% 2.04% 1.85%
- -------------------------------------------------------------------------------------
$250,000 but less than $500,000 1.50% 1.52% 1.40%
- -------------------------------------------------------------------------------------
$500,000 or more 0.75% 0.76% 0.70%
=====================================================================================
</TABLE>

Under certain circumstances, the Distributor may change the reallowance to
Dealers. For the initial three months of the Fund's operations, the dealer
reallowance will equal 100% of the sales load. Dealers engaged in the sale of
shares of the Fund may be deemed to be underwriters under the Securities Act of
1933. The 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.

BY WIRE - You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. To wire money, you must
call Unified Fund Services, Inc., the Fund's transfer agent, at 888-387-2273 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: Ariston Internet Convertible Fund - Premier Shares
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)
D.D.A.#821601382

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 the 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 total 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.

ADDITIONAL INVESTMENTS

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

-your name -the name of your account(s)
-your account number(s) -a check made payable to Ariston Internet
Convertible Fund - Premier Shares

Checks should be sent to the Ariston Internet Convertible Fund at the address
listed above. A bank wire should be sent as outlined above.

AUTOMATIC INVESTMENT PLAN

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

DISTRIBUTION PLAN

The Fund has adopted a plan under Rule 12b-1 that allows the Fund to pay
distribution fees for the sale and distribution of its Premier Shares and allows
the Fund to pay for services provided to shareholders of Premier Shares.
Shareholders of the Premier Shares pay annual 12b-1 expenses of 0.70%. Because
these fees are paid out of the Fund's assets on an on-going basis, over time,
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.

DESCRIPTION OF CLASSES

The Fund currently offers two Classes of shares: Elite Shares and Premier
Shares. Each Class is subject to different expenses and a different sales charge
structure. The Premier Shares pay a maximum sales charge of 4.0% and
distribution expenses of up to 0.70% annually. The Elite Shares pay no sales
charge or distribution expenses.

When purchasing shares, specify which Class you are purchasing. The
differing expenses applicable to the different Classes of the Fund's shares may
affect the performance of those Classes. Broker/dealers and others entitled to
receive compensation for selling or servicing Fund shares may receive more with
respect to one Class than another.

TAX SHELTERED RETIREMENT PLANS

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

OTHER PURCHASE INFORMATION

The Fund 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 Fund. If you are already a shareholder, the Fund can redeem
shares from any identically registered account in the Fund as reimbursement for
any loss incurred. You may be prohibited or restricted from making future
purchases in the Fund.

HOW TO REDEEM SHARES

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

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

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 Fund may require that signatures be guaranteed by
a bank or member firm of a national securities exchange. Signature guarantees
are for the protection of shareholders. At the discretion of the Fund or the
Fund's transfer agent, a shareholder, prior to redemption, may be required to
furnish additional legal documents to insure proper authorization.

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at 888-387-2273. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

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

ADDITIONAL INFORMATION - If you are not certain of the requirements for a
redemption, please call the Fund's transfer agent at 888-387-2273. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing, or under any emergency circumstances (as
determined by the Securities and Exchange Commission) the Fund may suspend
redemptions or postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$1,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

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.

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

TAXES - In general, selling shares of the Fund and receiving distributions
(whether reinvested or taken in cash) are taxable events. Depending on the
purchase price and the sale price, you may have a gain or a loss on any shares
sold. Any tax liabilities generated by your transactions or by receiving
distributions are your responsibility. 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 Fund will mail to you a statement setting forth the
federal income tax information for all distributions made during the previous
year. If you do not provide your taxpayer identification number, your account
will be subject to backup withholding.

MANAGEMENT OF THE FUND

Ariston Capital Management, Corporation, 40 Lake Bellevue Drive, Suite
220, Bellevue, Washington 98005 serves as investment advisor to the Fund. The
advisor was founded in 1977 and provides investment management to client
portfolios that include individuals, corporations, pension and profit sharing
plans and other qualified retirement plan accounts, and as of March 31, 2000
manages over $57 million in assets.

Richard B. Russell, President and controlling shareholder of the advisor,
has been primarily responsible for the day-to-day management of the Fund's
portfolio since its inception. Mr. Russell is a graduate of the School of
Business at the University of Washington and has completed additional training
at the New York Institute of Finance. He has spent his entire professional
career as an independent money manager, dating from 1972. Before founding
Ariston in 1977, he was a full-time manager of private family assets. Since
1977, Mr. Russell's primary responsibilities have been portfolio management and
investment research.

The Internet Convertible Fund is authorized to pay the advisor a fee equal
to an annual average rate of 2.25 % of its average daily net assets, less the
amount of its fees and expenses of non-interested person trustees. The advisor
(not the Funds) 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 INVESTMENT INFORMATION

GENERAL

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

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

CONVERTIBLE SECURITIES

HIGH YIELD DEBT SECURITIES

High yield debt securities in which the Fund may invest are commonly
referred to as "junk bonds." The economy and interest rates affect junk bonds
differently from other securities. The prices of junk bonds have been found to
be more sensitive to interest rate changes than higher-rated investments, and
more sensitive to adverse economic changes or individual corporate developments.
Also, during an economic downturn or substantial period of rising interest
rates, highly leveraged issuers may experience financial stress which would
adversely affect their ability to service their principal and interest payment
obligations to meet projected business goals, and to obtain additional
financing. If the issuer of a security defaulted, the Fund may incur additional
expenses to seek recovery. In addition, periods of economic uncertainty and
changes can be expected to result in increased volatility of market prices of
junk bonds and the Fund's net asset value. To the extent that there is no
established retail secondary market, there may be thin trading of junk bonds,
and this may have an impact on the advisor's ability to accurately value junk
bonds and on the Fund's ability to dispose of the securities. Adverse publicity
and investor perceptions, whether or not based on fundamental analysis, may
decrease the values and liquidity of junk bonds, especially in a thinly traded
market.

There are risks involved in applying credit ratings as a method for
evaluating junk bonds. For example, credit ratings evaluate the safety of
principal and interest payments, not market value of junk bonds. Also, since
credit rating agencies may fail to timely change the credit ratings to reflect
subsequent events, the advisor will continuously monitor the issuers of junk
bonds in the Fund to determine if the issuers will have sufficient cash flow and
profits to meet required principal and interest payments, and to assure the
securities' liquidity.

<PAGE>

FOR MORE INFORMATION

Call the Fund at 888-387-2273 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.

You may review and copy information about the Fund (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 Fund 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>

ARISTON FUNDS

ARISTON CONVERTIBLE SECURITIES FUND

ARISTON INTERNET CONVERTIBLE FUND

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2000

This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus of Ariston Funds dated May 1,
2000. This SAI incorporates by reference the Ariston Convertible Securities
Fund's Annual Report to Shareholders for the year ended December 31, 1999. A
free copy of the Prospectus or Annual Report can be obtained by writing the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling 1-888-387-2273.

TABLE OF CONTENTS

PAGE

DESCRIPTION OF THE TRUST AND FUNDS...........................................2

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK

CONSIDERATIONS.............................................................3

INVESTMENT LIMITATIONS.......................................................6

THE INVESTMENT ADVISOR......................................................7

DISTRIBUTION PLAN............................................................8

TRUSTEES AND OFFICERS........................................................9

PORTFOLIO TRANSACTIONS AND BROKERAGE........................................10

PORTFOLIO TRANSACTIONS AND BROKERAGE........................................11

INVESTMENT PERFORMANCE....................................................12

CUSTODIAN...................................................................12

TRANSFER AGENT..............................................................13

ACCOUNTANTS.................................................................13

DISTRIBUTOR.................................................................14

ADMINISTRATOR...............................................................14

FINANCIAL STATEMENTS........................................................14

<PAGE>

DESCRIPTION OF THE TRUST AND FUNDS

The Ariston Convertible Securities Fund was organized as a diversified
series of AmeriPrime Funds (the "Trust") February 24, 1999. On April 30, 1999,
the Fund acquired the assets and assumed the liabilities of the Lexington
Convertible Securities Fund in a tax-free reorganization. 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
Ariston Convertible Internet Fund was organized as a diversified series of the
Trust on February 29, 2000. The Trust Agreement permits the Trustees to issue an
unlimited number of shares of beneficial interest of separate series without par
value. Each Fund is one of a series of funds currently authorized by the
Trustees.

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

Any Trustee of the Trust may be removed by vote of the shareholders
holding not less than two-thirds of the outstanding shares of the Trust. The
Trust does not hold an annual meeting of shareholders. When matters are
submitted to shareholders for a vote, each shareholder is entitled to one vote
for each whole share he owns and fractional votes for fractional shares he owns.
All shares of the Funds 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 Funds 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 Funds'
shareholders.

As of April 30, 2000, the following persons may be deemed to beneficially own
or hold or record five percent (5%) or more of the Ariston Convertible
Securities Fund: Charles Schwab & Co., Inc., Joseph B. Mohr, and National
Financial Service Corp. As of April 30, 2000, the following persons may be
deemed to beneficially own or hold or record five percent (5%) or more of the
Ariston Internet Convertible Fund: No Shareholders.

As of April 30, 2000, the officers and trustees as a group owned less than
one percent of each Fund.

For information concerning the purchase and redemption of shares of the
Funds, see "How to Buy Shares" and "How to Redeem Shares" in the Funds'
Prospectus. For a description of the methods used to determine the share price
and value of each Fund's assets, see "Determination of Net Asset Value" in the
Funds' Prospectus and this Statement of Additional Information.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS
AND RISK CONSIDERATIONS

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

A. High Yield Debt Securities ("Junk Bonds"). The widespread expansion of
government, consumer and corporate debt within our economy has made the
corporate sector, especially cyclically sensitive industries, more vulnerable to
economic downturns or increased interest rates. An economic downturn could
severely disrupt the market for high yield securities and adversely affect the
value of outstanding securities and the ability of the issuers to repay
principal and interest.

The prices of high yield securities have been found to be more sensitive
to interest rate changes than higher-rated investments, and more sensitive to
adverse economic changes or individual corporate developments. Also, during an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress which would adversely affect
their ability to service their principal and interest payment obligations, to
meet projected business goals, and to obtain additional financing. If the issuer
of a security owned by the Funds defaulted, the Funds could incur additional
expenses to seek recovery. In addition, periods of economic uncertainty and
changes can be expected to result in increased volatility of market prices of
high yield securities and each Fund's net asset value. Furthermore, in the case
of high yield securities structured as zero coupon or pay-in-kind securities,
their market prices are affected to a greater extent by interest rate changes
and thereby tend to be more volatile than securities which pay interest
periodically and in cash. High yield securities also present risks based on
payment expectations. For example, high yield securities may contain redemption
of call provisions. If an issuer exercises these provisions in a declining
interest rate market, the Funds would have to replace the security with a lower
yielding security, resulting in a decreased return for investors. Conversely, a
high yield securities value will decrease in a rising interest rate market, as
will the value of the Fund's assets. If a Fund experiences unexpected net
redemptions, this may force it to sell its high yield securities without regard
to their investment merits, thereby decreasing the asset based upon which the
Fund's expenses can be spread and possibly reducing the Fund's rate of return.

In addition, to the extent that there is no established retail secondary
market, there may be thin trading of high yield securities, and this may have an
impact on each Fund's ability to accurately value high yield securities and the
Fund's assets and on the Fund's ability to dispose of the securities. Adverse
publicity and investor perception, whether or not based on fundamental analysis,
may decrease the values and liquidity of high yield securities especially in a
thinly traded market.

New laws and proposed new laws may have an impact on the market for high
yield securities. For example, new legislation requiring federally-insured
savings and loan associations to divest their investments in high yield
securities and pending proposals designed to limit the use, or tax and other
advantages of high yield securities which, if enacted, could have a material
effect on each Fund's net asset value and investment practices.

There are also special tax considerations associated with investing in
high yield securities structured as zero coupon or pay-in-kind securities. For
example, each Fund reports the interest on these securities as income even
though it receives no cash interest until the security's maturity or payment
date. Also, the shareholders are taxed on this interest event if the Funds do
not distribute cash to them. Therefore, in order to pay taxes on this interest,
shareholders may have to redeem some of their shares to pay the tax or the Funds
may sell some of its assets to distribute cash to shareholders. These actions
are likely to reduce each Fund's assets and may thereby increase its expense
ratio and decrease its rate of return.

Finally, there are risks involved in applying credit ratings as method for
evaluating high yield securities. For example, credit ratings evaluate the
safety of principal and interest payments, not market value risk of high yield
securities. Also, since credit rating agencies may fail to timely change the
credit ratings to reflect subsequent events, each Fund (in conjunction with its
investment advisor) will continuously monitor the issuers of high yield
securities to determine if the issuers will have sufficient cash flow and
profits to meet required principal and interest payments, and to assure the
securities liquidity so each Fund can meet redemption requests.

A description of the rating categories is contained in the Appendix.

B. Warrants. Each Fund may invest up to 5% of its total assets at the time
of purchase in warrants (not including those acquired in units or attached to
other securities). A warrant is a right to purchase common stock at a specific
price during a specified period of time. The value of a warrant does not
necessarily change with the value of the underlying security. Warrants do not
represent any rights to the assets of the issuing company. A warrant becomes
worthless unless it is exercised or sold before expiration. Warrants have no
voting rights and pay no dividends.

C. Options Transactions. Each Fund may write (sell) covered call options
and may purchase put and call options on individual securities and securities
indices. A covered call option on a security is an agreement to sell a
particular portfolio security if the option is exercised at a specified price,
or before a set date. Options are sold (written) on securities and market
indices. The purchaser of an option on a security pays the seller (the writer) a
premium for the right granted but is not obligated to buy or sell the underlying
security. The purchaser of an option on a market index pays the seller a premium
for the right granted, and in return the seller of such an option is obligated
to make the payment. A writer of an option may terminate the obligation prior to
the expiration of the option by making an offsetting purchase of an identical
option. Options on securities which each Fund sells (writes) will be covered or
secured, which means that it will own the underlying security (for a call
option) or (for an option on a stock index) will hold a portfolio of securities
substantially replicating the movement of the index (or, to the extent it does
not hold such a portfolio, will maintain a segregated account with the Custodian
of high quality liquid debt obligations equal to the market value of the option,
marked to market daily). When a Fund writes options, it may be required to
maintain a margin account, to pledge the underlying security or to deposit
liquid high quality debt obligations in a separate account with the Custodian.
When a Fund writes an option, the Fund profits from the sale of the option, but
gives up the opportunity to profit from any increase in the price of the stock
above the option price, and may incur a loss if the stock price falls. Risks
associated with writing covered call options include the possible inability to
effect closing transactions at favorable prices and an appreciation limit on the
securities set aside for settlement. When a Fund writes a covered call option,
it will receive a premium, but will assume the risk of loss should the price of
the underlying security fall below the exercise price.

D. Collateralized Short Sales Each Fund may make short sales of common
stocks, provided they are "against the box," i.e., each Fund owns an equal
amount of such securities or owns securities that are convertible or
exchangeable without payment of further consideration into an equal or greater
amount of such common stock. Each Fund may make a short sale when the Fund
manager believes the price of the stock may decline and for tax or other
reasons, the Fund manager does not want to sell currently the stock or
convertible security it owns. In such case, any decline in the value of the
portfolio would be reduced by a gain in the short sale transaction. Conversely,
any increase in the value of the portfolio would be reduced by a loss in the
short sale transaction. A Fund may not make short sales or maintain a short
position unless at all times when a short position is open, not more than 10% of
its total assets (taken at current value) is held as collateral for such sales
at any one time. Short sales against the box are used to defer recognition of
capital gains and losses, although the short-term or long-term nature of such
gains or losses could be altered by certain provisions of the Internal Revenue
Code.

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

F. Repurchase Agreements Each Fund may invest in repurchase agreements
fully collateralized by U.S. Government obligations. A repurchase agreement is a
short-term investment in which the purchaser (i.e., a Fund) acquires ownership
of a U.S. Government obligation (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
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, the Funds
intend to enter into repurchase agreements only with Firstar Bank, N.A. (the
Funds' Custodian), other banks with assets of $1 billion or more and registered
securities dealers determined by the Advisor (subject to review by the Board of
Trustees) to be creditworthy. The Advisor monitors the creditworthiness of the
banks and securities dealers with which the Funds engage in repurchase
transactions.

H. Illiquid Securities. The portfolio of each Fund may contain 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, a 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. No Fund will invest more than 10% of its net assets in illiquid
securities.

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 this Statement of
Additional Information, the term "majority" of the outstanding shares of a 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. Neither Fund will 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 a 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. Neither Fund will 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. Neither Fund will 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), a Fund may be deemed an underwriter under certain
federal securities laws.

4. Real Estate. Neither Fund will 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 a 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. Neither Fund will purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude a 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. Neither Fund will 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. Neither Fund will invest 25% or more of its total
-------------
assets in a particular industry except that Ariston Internet Convertible Fund
may invest more than 25% of its assets in the internet 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 each Fund and are Non-Fundamental (see "Investment Restrictions"
above).

1. Pledging. Neither Fund will 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. Neither Fund will engage in borrowing.
---------

3. Margin Purchases. Neither 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. Short Sales. Neither Fund will effect short sales of securities
-----------
except as described in the Prospectus or Statement of Additional Information.

5. Options. Neither Fund will purchase or sell puts, calls, options
-------
or straddles except as described in the Prospectus or Statement of Additional
Information.

6. Illiquid Investments. Neither Fund will invest more than 10% of
---------------------
its total assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.

7. Loans of Portfolio Securities. Neither Fund will make loans of
-------------------------------
portfolio securities.

THE INVESTMENT ADVISOR

The Funds' investment advisor is Ariston Capital Management Corporation
(the "Advisor"), 40 Lake Bellevue Drive, Suite 220, Bellevue, Washington 98005.
As sole shareholder of the Advisor, Richard B. Russell, may be deemed to be a
controlling person of the Advisor.

Under the terms of the management agreement (the "Agreement"), the Advisor
manages the Funds' investments subject to approval of the Board of Trustees. As
compensation for its management services, each Fund is obligated to pay the
Advisor a fee computed and accrued daily and paid monthly at an annual rate of
2.25% of the average daily net assets of the Fund less the amount of the fees
and expenses of the non-interested person trustees, and with respect to the
Ariston Convertible Securities Fund only, less the amount of the Fund's 12b-1
expenses. For the period May 1, 1999 (commencement of operations) through
December 31, 1999, the Ariston Convertible Securities Fund paid advisory fees of
$151,742.

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

The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. If a bank
or other financial institution were prohibited from continuing to perform all or
a part of such services, management of the Funds believes that there would be no
material impact on either 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. Each 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 Funds, no preference will be
shown for such securities.

The Trust and the Adviser 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 Adviser. The Code
requires that all employees of the Adviser 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 Adviser, with limited exceptions for some
securities (such as securities which have a market capitalization and average
daily trading volume above certain minimums).

DISTRIBUTION PLAN

Each Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
1940 Act (each, a "Plan"). The Plan for the Ariston Convertible Securities Fund
permits the Fund to pay directly, or reimburse the Advisor or Distributor, for
distribution expenses in an amount not to exceed 0.25% of the average daily net
assets of the Fund. The Plan for the Ariston Internet Convertible Fund, which
relates only to the Premier class of shares, permits the Fund to pay directly,
or reimburse the Advisor or Distributor, for distribution expenses in an amount
not to exceed 0.70% of the average daily net assets of the Premier class of
shares. The Trustees expect that the Plan will significantly enhance each Fund's
ability to distribute its shares.

Under each Plan, the Trust may engage in any activities related to the
distribution of each Fund's shares (with respect to the Ariston Internet
Convertible Fund, only the shares of the Premier class), including without
limitation the following: (a) payments, including incentive compensation, to
securities dealers or other financial intermediaries, financial institutions,
investment advisors and others that are engaged in the sale of shares, or that
may be advising shareholders of the Fund regarding the purchase, sale or
retention of shares, or that hold shares for shareholders in omnibus accounts or
as shareholders of record or provide shareholder support or administrative
services to the Fund and its shareholders; (b) expenses of maintaining personnel
who engage in or support distribution of shares or who render shareholder
support services, including, allocated overhead, office space and equipment,
telephone facilities and expenses, answering routine inquiries regarding the
Fund, processing shareholder transactions, and providing such other shareholder
services as the Trust may reasonably request; (c) costs of preparing, printing
and distributing prospectuses and statements of additional information and
reports of the Fund for recipients other than existing shareholders of the Fund;
(d) costs of formulating and implementing marketing and promotional activities,
including, sales seminars, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (e) costs of preparing,
printing and distributing sales literature; (f) costs of obtaining such
information, analyses and reports with respect to marketing and promotional
activities as the Trust may deem advisable; and (g) costs of implementing and
operating the Plan.

Each Plan has been approved by the Board of Trustees, including a majority
of the Trustees who are not "interested persons" of the Fund and who have no
direct or indirect financial interest in the Plan or any related agreement, by a
vote cast in person. Continuation of a Plan and the related agreements must be
approved by the Trustees annually, in the same manner, and either Plan or any
related agreement may be terminated at any time without penalty by a majority of
such independent Trustees or by a majority of the outstanding shares of the Fund
(with respect to the Ariston Internet Convertible Fund, only the shares of the
Premier class). Any amendment increasing the maximum percentage payable under a
Plan must be approved by a majority of the outstanding shares of the Fund (with
respect to the Ariston Internet Convertible Fund, only the shares of the Premier
class), and all other material amendments to the Plan or any related agreement
must be approved by a majority of the independent Trustees. As an executive
officer of the Funds' Distributor, Kenneth Trumpfheller, a Trustee of the Trust,
may benefit indirectly from payments received by each Fund's Distributor.

<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>
<CAPTION>

Name, Age and Address Position Principal Occupation During Past 5 Years
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Kenneth D. Trumpfheller President, President, Treasurer , and Secretary of AmeriPrime
1793 Kingswood Drive Secretary, Financial Services, Inc., the Fund's administrator, and
Suite 200 Treasurer, AmeriPrime Financial Securities, Inc., the Fund's
Southlake, TX 76092 and Trustee distributor, since 1994; President, Secretary, Treasurer and
Trustee of AmeriPrime Funds and AmeriPrime Insurance
Trust; prior to December, 1994 a senior client executive
Year of Birth: 1958 with SEI Financial Services.

- -----------------------------------------------------------------------------------------
Steve L. Cobb Trustee President of Chandler Engineering Company, L.L.C.,
2001 N. Indianwood Avenue oil and gas services company; various positions with
Broken Arrow, OK 74012 Carbo Ceramics, Inc., oil field manufacturing/ supply
company, from 1984 to 1997, most recently Vice President
Year of Birth: 1657 of Marketing

- -----------------------------------------------------------------------------------------
Gary E. Hippenstiel Trustee Director, Vice President and Chief Investment Officer
600 Jefferson Street of Legacy Trust Company since 1992; President
Suite 350 and Director of Heritage Trust Company from 1994-1996;
Houston, TX 77002 Vice President and Manager of Investments of Kanaly Trust
Company from 1988 to 1992.
Year of Birth: 1947
- -----------------------------------------------------------------------------------------
</TABLE>

The compensation paid to the Trustees of the Trust for each Fund's fiscal
year ended December 31, 1999 is set forth in the following table. Trustee fees
are Trust expenses and each series of the Trust pays a portion of the Trustee
fees.

========================================================================
NAME AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST (THE TRUST IS

FROM TRUST NOT IN A FUND COMPLEX)
- ------------------------------------------------------------------------
Kenneth D. Trumpfheller 0 0
- ------------------------------------------------------------------------
Steve L. Cobb $18,862.50 $18,862.50
- ------------------------------------------------------------------------
Gary E. Hippenstiel $18,862.50 $18,862.50
========================================================================

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust, the
Advisor is responsible for each Fund's portfolio decisions and the placing of
each Fund's portfolio transactions. In placing portfolio transactions, the
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 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, each
Fund's advisor may give consideration to sales of shares of the Trust as a
factor in the selection of brokers and dealers to execute portfolio
transactions.

The Advisor is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Funds and/or the other
accounts over which the Advisor exercises investment discretion and to pay such
brokers or dealers a commission in excess of the commission another broker or
dealer would charge if the Advisor determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of a particular transaction
or the Advisor's overall responsibilities with respect to the Funds 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 Advisor in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Advisor in connection with its services to the Funds.
Although research services and other information are useful to the Funds and the
Advisor, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Advisor
that the review and study of the research and other information will not reduce
the overall cost to the Advisor of performing its duties to the Fund under the
Agreement.

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 Fund and another of the Advisor's clients seek to purchase or sell
the same security at or about the same time, the Advisor may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for a Fund because of the increased volume of the transaction.
If the entire blocked order is not filled, the Fund may not be able to acquire
as large a position in such security as it desires or it may have to pay a
higher price for the security. Similarly, the Fund may not be able to obtain as
large an execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same portfolio
security at the same time. In the event that the entire blocked order is not
filled, the purchase or sale will normally be allocated on a pro rata basis. The
allocation may be adjusted by the Advisor, taking into account such factors as
the size of the individual orders and transaction costs, when the Advisor
believes adjustment is reasonable. For the period May 1, 1999 (commencement of
operations) through December 31, 1999, the Ariston Convertible Securities Fund
paid brokerage fees of $1,163.

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 each Fund's securities to
materially affect the net asset value. The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas. For a description of the methods
used to determine the net asset value (share price), see "Determination of Net
Asset Value" in the Prospectus.

Common stocks which are traded on any exchange are valued at the last
quoted sale price. Lacking a last sale price, a security is valued at the mean
between the last bid and ask price except when, in the Advisor's opinion, the
mean price does not accurately reflect the current value of the security. When
market quotations are not readily available, when the Advisor determines the
mean price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Advisor, subject to review and oversight of the Board of Trustees
of the Trust.

All other securities generally are valued at the mean between the last bid
and ask price, but may be valued on the basis of prices furnished by a pricing
service when the Advisor believes such prices accurately reflect the fair market
value of such securities. Convertible securities are valued at the greater of
the value determined as described in the preceding sentence and the value of the
shares of common stock into which the securities are convertible (determined as
described in the preceding paragraph). When market quotations are not readily
available, when prices are not readily available from a pricing service, or when
restricted or illiquid securities are being valued, securities are valued at
fair value as determined in good faith by the Advisor, subject to review and
oversight 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 Funds may periodically advertise "average annual total returns".
"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.

In addition to providing average annual total return, the Funds may also
provide non-standardized quotations of total return for differing periods and
may provide the value of a $10,000 investment (made on the date of the initial
public offering of each Fund's shares) as of the end of a specified period.

Each Fund's investment performance will vary depending upon market
conditions, the composition of that Fund's portfolio and operating expenses of
each Fund. These factors and possible differences in the methods and time
periods used in calculating non-standardized investment performance should be
considered when comparing each 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 one, five and ten year periods ended December 31, 1999, the Ariston
Convertible Securities Fund's average annual total returns were 94.61%, 22.84%
and 16.92%, respectively.

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

In addition, the performance 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 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 Advisor equal to 0.0275% of the 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). For the
period May 1, 1999 (commencement of operations) through December 31, 1999,
Unified received $9,400 from the Advisor (not the Ariston Convertible Securities
Fund) for these fund accounting services.

ACCOUNTANTS

The firm of McCurdy & Associates CPA's, Inc., 27955 Clemens Road,
Westlake, Ohio 44145, has been selected as independent public accountants for
the Funds for the fiscal year ending December 31, 2000. McCurdy & Associates
performs an annual audit of each Fund's financial statements and provides
financial, tax and accounting consulting services as requested.

<PAGE>

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.

ADMINISTRATOR

The Fund retain AmeriPrime Financial Services, Inc., 1793 Kingswood Drive,
Suite 200, Southlake, TX 76092, (the "Administrator") to manage the Funds'
business affairs and provide the Funds 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 the Fund's assets under $50 million, 0.075% of the
Fund's assets from $50 million to $100 million, and 0.050% of the Fund's assets
over $100 million (subject to a minimum fee of $2,500 per month). For the period
May 1, 1999 (commencement of operations) through December 31, 1999, the
Administrator received $20,000 from the Advisor (not the Ariston Convertible
Securities Fund) for these services. The Administrator, the Distributor, and
Unified (the Funds' transfer agent) are controlled by Unified Financial
Services, Inc.

FINANCIAL STATEMENTS

The financial statements required to be included in the Statement of
Additional Information will be incorporated herein by subsequent amendment.

<PAGE>

APPENDIX

APPENDIX A

DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS SERVICES

The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform any audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information or for other circumstances.

The ratings are based, in varying degrees, on the following
considerations:

I. Likelihood of default-capacity and willingness of the obliger as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation.

II. Nature and provisions of the obligation.

III. Protection afforded by, and relative position of the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA - Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A - Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C - Debt rated "BB", "B", "CCC", "CC", and "C" is regarded,
on balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation.
"BB" indicates the lowest degree of speculation and "C" the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

BB - Debt rate "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB" rating.

B - Debt rated "B" has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

CCC - Debt rated "CCC" has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The "CCC" rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied "B" or "B-" rating.

CC - The rating "CC" is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.

C - The rating "C" is typically applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.

C1 - The rating "C1" is reserved for income bonds on which no interest is
being paid.

D - Debt rated "D" is in payment default. The "D" rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
categories.

MOODY'S INVESTORS SERVICE, INC.

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, fluctuation of protective
elements may be of greater amplitude, or there may be other elements present
which make the long-term risk appear somewhat greater than the Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa - Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements:
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

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