AMERIPRIME FUNDS
485APOS, 2000-01-14
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549
                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 /  /
                                                                         --
         Pre-Effective Amendment No.                                    /  /
                                                                        ---

         Post-Effective Amendment No.      35
                                        ------                         /X/




                                     and/or

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


         Amendment No.     36
                       ------                                           /X /




                        (Check appropriate box or boxes.)

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

                (Address of Principal Executive Offices) Zip Code

Registrant's Telephone Number, including Area Code:   (817) 431-2197
                                                      --------------
Kenneth Trumpfheller, 1793 Kingswood Dr., Suite 200, Southlake, TX  76092
- -------------------------------------------------------------------------
                  (Name and Address of Agent for Service)

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

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective:


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


If appropriate, check the following box:

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



<PAGE>


                                 AAM EQUITY FUND

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
Long term capital appreciation

1018 Kanawha Blvd., East, Suite 309
Charleston, West Virginia 25301

(888) 905-2283

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.

10249

                                TABLE OF CONTENTS

                                                                            PAGE

ABOUT THE FUND..................................................................

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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


<PAGE>


ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the AAM Equity Fund is to provide long term
capital appreciation.

PRINCIPAL STRATEGIES

         The Fund invests primarily in a diversified portfolio of common stocks
of companies with market capitalizations of $1 billion or more, that the Fund's
advisor believes offer growth opportunities at a reasonable price.

         The advisor selects stocks on the basis of several criteria, including:
o         price-earnings ratio;
o         rate of earnings growth;
o         depth of management;
o         past financial stability;
o         present and projected position in its industry ; and
o         the dividend record;

         As the Fund will primarily invest in dividend-paying common stocks, it
is expected that the Fund will generate some current income in addition to long
term capital appreciation. Under normal circumstances, at least 65% of the total
assets of the Fund will be invested in equity securities.

         The Fund may sell all or a portion of its investment in a company if
 the stock price moves outside the long term (five year) price-earnings ratio or
 if the company experiences a dramatic, negative change in its earnings, rate of
 growth or industry leadership position.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT RISK. The strategy used by the Fund's adviser may fail to
     produce the intended results.

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

o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as domestic economic growth and market conditions,
     interest rate levels, and political events affect the securities markets
     and could cause the Fund's share price to fall.

o    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 capital appreciation investment
     strategy

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

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, 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.

HOW THE FUND HAS PERFORMED

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

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

1999...............(__)%]

      During the period shown, the highest return for a quarter was (__)% (Q_,
1999); and the lowest return was (__)% (Q_, 1999).

AVERAGE ANNUAL TOTAL RETURNS:

                                One Year                   Since Inception
The Fund                         (___)%                       (___)%
_____ Index                      (___)%                       (___)%

                   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 Purchases ...........................NONE
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............................................................1.15%
Distribution (12b-1) Fees...................................................NONE
Other Expenses .............................................................___%
Total Annual Fund Operating Expenses .......................................___%

Example:

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

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






<PAGE>


                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $2,500 and minimum
subsequent investments are $50. These minimums may be waived by the advisor for
accounts participating in an automatic investment program. If your investment is
aggregated into an omnibus account established by an investment advisor, broker
or other intermediary, the account minimums apply to the omnibus account, not to
your individual investment. If you purchase or redeem shares through a
broker/dealer or another intermediary, you may be charged a fee by that
intermediary.

INITIAL PURCHASE

         BY 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:
     AAM Equity Fund                         AAM Equity Fund
     c/o Unified Fund Services, Inc.         c/o Unified Fund Services, Inc.
     P.O. Box 6110                           431 North Pennsylvania Street
     Indianapolis, Indiana  46206-6110       Indianapolis, Indiana  46204

         BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (888)
905-2283 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: AAM Equity Fund

         Account Name _________________(write in shareholder name) For the
         Account # ______________(write in account number) D.D.A.#488920927

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

ADDITIONAL INVESTMENTS

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

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

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


<PAGE>



AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

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

OTHER PURCHASE INFORMATION

         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:

                                 AAM Equity Fund
                         c/o Unified Fund Services, Inc.
                                  P.O. Box 6110
                        Indianapolis, Indiana 46206-6110

         Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name, account number, account name(s), the address, and the dollar
amount or number of shares you wish to redeem. This request must be signed by
all registered share owner(s) in the exact name(s) and any special capacity in
which they are registered. The 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.


<PAGE>



         BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at (888) 905-2283. 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)
905-2283. 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
$2,500 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in 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.


<PAGE>



                        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 the 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.

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

                             MANAGEMENT OF THE FUND

         Appalachian Asset Management, Inc., 1018 Kanawha Blvd., East, Suite
309, Charleston, West Virginia 25301 serves as investment advisor to the Fund.
As of January 1, 2000, the advisor manages over $__ million in assets, and
provides equity, balanced account, and fixed income portfolios for individual,
pension and profit sharing plans, endowments, foundations, municipalities,
trusts and corporations. During the Fiscal year ended October 31, 1999, the Fund
paid the advisor a fee equal to [1.15%] of its average daily net assets.

     Mr. Knox Fuqua has been primarily responsible for the day-to-day management
of the Fund's portfolio since its inception in 1998. Mr. Fuqua is President and
Chief Investment Officer of the advisor since its founding in 1992. He has over
twelve years of investment experience managing equity accounts. Mr. Fuqua is a
graduate of Tennessee Technological University, and began his investment career
with 1st American Bank (Lee, Robinson & Steine) in Nashville, Tennessee. Mr.
Fuqua has extensive money management experience and continues to expand his
education through various continuing education programs.


<PAGE>



                              FINANCIAL HIGHLIGHTS

         The following condensed supplementary financial information for the
period June 30, 1998 (commencement of operations) to October 31, 1998, and for
the fiscal year ended October 31, 1999 is derived from the audited financial
statements of the Fund. The financial statements of the Fund have been audited
by McCurdy & Associates CPA's, Inc., independent public accountants, and are
included in the Fund's Annual Report. The Annual Report contains additional
performance information and is available upon request and without charge.


<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 Fund's latest
semi-annual or annual fiscal year end.

         Call the Funds at 888-905-2283 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





                         CARL DOMINO EQUITY INCOME FUND

                                 CLASS A SHARES

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
To provide long term growth of
capital together with current income

580 Village Blvd., Suite 225
West Palm Beach, Florida 33409

(800) 506-9922

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.

10248


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

ABOUT THE FUND..................................................................

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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


<PAGE>




ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the Carl Domino Equity Income Fund is to
provide long term growth of capital together with current income.

PRINCIPAL STRATEGIES

         The Fund invests primarily in equity securities which the Fund's
adviser believes offer less downside risk and volatility than the S&P 500 Index.
The adviser generally will select stocks with above average dividend yield,
which the adviser believes will enhance the Fund's stability and reduce market
risk. The adviser seeks to further limit investment risk by diversifying the
Fund's investments across a broad range of industries and companies, and by
investing primarily in larger, more established companies, with a market
capitalization of $1 billion or more.

         In making investments for the Fund, the Fund's adviser uses a
disciplined, conservative, value and yield strategy, consistent with capital
preservation. The adviser will particularly seek to purchase stocks of companies
which, in its estimation, are undervalued due to special circumstances which the
adviser believes are temporary. As the Fund will primarily invest in
dividend-paying common stocks, it is expected that the Fund will generate a
combination of current income and long term capital appreciation. Under normal
circumstances, at least 65% of the total assets of the Fund will be invested in
income producing equity securities.

         The Fund may sell a stock when its price reaches the adviser's target,
 or if its price depreciates 30% from its cost. The Fund will also sell a
 position if material adverse changes in the company's fundamentals become
 apparent or if a better idea is identified.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT RISK. The strategy used by the Fund's adviser may fail to
     produce the intended results.

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

o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as domestic economic growth and market conditions,
     interest rate levels, and political events affect the securities markets
     and could cause the Fund's share price to fall.

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

o    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 growth as well as income

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

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, 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.

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 Class A of the Fund has a
limited performance history.]

                   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 .........................4.75%
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............................................................1.50%
Distribution (12b-1) Fees...................................................NONE
Other Expenses .............................................................___%
Total Annual Fund Operating Expenses .......................................___%

     1 The sales load is 4.75% for purchases less than $100,000, declining to 0%
for purchases of $1million or more.

Example:

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

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


                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $2,000 and minimum
subsequent investments are $100 ($150 for IRA's). 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:
     Carl Domino Equity Income Fund             Carl Domino Equity Income Fund
     c/o Unified Fund Services, Inc.            c/o Unified Fund Services, Inc.
     P.O. Box 6110                              431 North Pennsylvania Street
     Indianapolis, Indiana  46206-6110          Indianapolis, Indiana  46204

         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>
<S>                                         <C>                            <C>
=========================================== ------------------------------ =================================
                                                 SALES LOAD AS OF % OF:
                                                  PUBLIC         NET
                                                 OFFERING       AMOUNT           DEALER REALLOWANCE AS %
          AMOUNT OF INVESTMENT                     PRICE       INVESTED         OF PUBLIC OFFERING PRICE

=========================================== ------------------------------ =================================
=========================================== ------------------------------ =================================
Less Than $100,000                                4.75%          4.99%                   4.75%
=========================================== ------------------------------ =================================
=========================================== ------------------------------ =================================
$100,000 but less than $250,000                   3.50%          3.63%                   3.50%
=========================================== ------------------------------ =================================
=========================================== ------------------------------ =================================
$250,000 but less than $500,000                   2.50%          2.56%                   2.50%
=========================================== ------------------------------ =================================
=========================================== ------------------------------ =================================
$500,000 but less than $1,000,000                 2.00%          2.04%                   2.00%
=========================================== ------------------------------ =================================
=========================================== ============================== =================================
$1,000,000 or more                                None           None                    None
=========================================== ============================== =================================
</TABLE>

         Under certain circumstances, the Distributor may change the reallowance
to Dealers. Dealers engaged in the sale of shares of the Fund may be deemed to
be underwriters under the Securities Act of 1933. The 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 (800)
506-9922 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: Carl Domino Equity Income Fund

         Account Name _________________(write in shareholder name) For the
         Account # ______________(write in account number) D.D.A.#483889747

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

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 initial investment under a
Letter of Intent is $10,000. Shareholders should contact the Transfer Agent for
information about the Right of Accumulation and Letter of Intent.

PURCHASES AT NET ASSET VALUE

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

         Banks, bank trust departments and savings and loan associations, in
their fiduciary capacity or for their own accounts, may also purchase shares of
the Fund at net asset value. To the extent permitted by regulatory authorities,
a bank trust department may charge fees to clients for whose account it
purchases shares at net asset value. Federal and state credit unions may also
purchase shares at net asset value.

         Purchases may be effected at net asset value for the benefit of the
clients of brokers-dealers and registered investment advisers affiliated with a
broker-dealer, if such broker-dealer or investment adviser has entered into an
agreement with the Distributor providing specifically for the purchase of Class
A Shares in connection with special investment products, such as wrap accounts
or similar fee based programs. In addition, shares of the Fund may be purchased
at net asset value by broker-dealers who have a sales agreement with the
Distributor, and their registered personnel and employees, including members of
the immediate families of such registered personnel and employees.

         Trustees, directors, officers and employees of the Trust, the Adviser
or the Distributor, including members of the immediate family of such
individuals and employee benefit plans established by such entities, may also
purchase shares of the Fund at net asset value.

ADDITIONAL INFORMATION

         For purposes of determining the applicable sales load, a purchaser
includes an individual, his spouse and their children under the age of 21,
purchasing shares for his or their own account; or a trustee or other fiduciary
purchasing shares for a single fiduciary account although more than one
beneficiary is involved; or employees of a common employer, provided that
economies of scale are realized through remittances from a single source and
quarterly confirmation of such purchases; or an organized group, provided that
the purchases are made through a central administration, or a single dealer, or
by other means which result in economy of sales effort or expense.

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

         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:

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

         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 (800) 506-9922. 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 (800)
506-9922. 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
$2,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

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

         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 the 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.

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

                             MANAGEMENT OF THE FUND

         Carl Domino Associates, L.P., 580 Village Blvd., Suite 225, West Palm
Beach, Florida 33409 serves as investment adviser to the Fund. The Adviser
provides equity, balanced and fixed income portfolio management services to a
select group of corporations, institutions, foundations, trusts and high net
worth individuals and, as of January 1, 2000 manages over $________ million in
assets. During the fiscal year ended October 31, 1999, the Fund paid the adviser
a fee equal to [1.50%] of its average daily net assets.

         Carl Domino has been primarily responsible for the day-to-day
management of the Fund's portfolio since its inception in 1995. A graduate of
Florida State University in 1966 with a B.S. degree in accounting (Cum Laude) he
received an MBA from Harvard Business School in 1972 and joined a national money
management firm. During his 12 year association with Delaware Investment
Advisers he was Chairman of the Investment Strategy Committee for seven years
and personally managed over $1 billion. Mr. Domino has been the managing partner
of the adviser since its founding in 1987.

      [FINANCIAL HIGHLIGHTS - OMITTED. THIS CLASS HAS NO OPERATING HISTORY]


<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 Fund's latest
semi-annual or annual fiscal year end.

         Call the Funds at 800-506-9922 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




                         CARL DOMINO EQUITY INCOME FUND

                              INVESTOR CLASS SHARES

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
long term growth of
capital together with current income

580 Village Blvd., Suite 225
West Palm Beach, Florida  33409

(800) 506-9922

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.



                                TABLE OF CONTENTS

                                                                            PAGE

ABOUT THE FUND..................................................................

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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


<PAGE>


ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the Carl Domino Equity Income Fund is to
provide long term growth of capital together with current income.

PRINCIPAL STRATEGIES

         The Fund invests primarily in equity securities which the Fund's
adviser believes offer less downside risk and volatility than the S&P 500 Index.
The adviser generally will select stocks with above average dividend yield,
which the adviser believes will enhance the Fund's stability and reduce market
risk. The adviser seeks to further limit investment risk by diversifying the
Fund's investments across a broad range of industries and companies, and by
investing primarily in larger, more established companies, with a market
capitalization of $1 billion or more.

         In making investments for the Fund, the Fund's adviser uses a
disciplined, conservative, value and yield strategy, consistent with capital
preservation. The adviser will particularly seek to purchase stocks of companies
which, in its estimation, are undervalued due to special circumstances which the
adviser believes are temporary. As the Fund will primarily invest in
dividend-paying common stocks, it is expected that the Fund will generate a
combination of current income and long term capital appreciation. Under normal
circumstances, at least 65% of the total assets of the Fund will be invested in
income producing equity securities.

         The Fund may sell a stock when its price reaches the adviser's target,
 or if its price depreciates 30% from its cost. The Fund will also sell a
 position if material adverse changes in the company's fundamentals become
 apparent or if a better idea is identified.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT RISK. The strategy used by the Fund's adviser may fail to
     produce the intended results.

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

o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as domestic economic growth and market conditions,
     interest rate levels, and political events affect the securities markets
     and could cause the Fund's share price to fall.

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

o    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 growth as well as income

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

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, 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.

HOW THE FUND HAS PERFORMED

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

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

1999.................(__)%]
1998..................(__)%
1997..................(__)%
1996.................(__)%]

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

AVERAGE ANNUAL TOTAL RETURNS:

                                One Year                   Since Inception

The Fund                         (___)%                      (___)%

_____ Index                      (___)%                      (___)%

                   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 Purchases ...........................NONE
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............................................................1.50%
Distribution (12b-1) Fees...................................................NONE
Other Expenses .............................................................___%
Total Annual Fund Operating Expenses .......................................___%

Example:

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

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


                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $2,000 and minimum
subsequent investments are $100 ($50 for IRA's). 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:
       Carl Domino Equity Income Fund           Carl Domino Equity Income Fund
       c/o Unified Fund Services, Inc.          c/o Unified Fund Services, Inc.
       P.O. Box 6110                            431 North Pennsylvania Street
       Indianapolis, Indiana  46206-6110        Indianapolis, Indiana  46204

         BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (800)
506-9922 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: Carl Domino Equity Income Fund

         Account Name _________________(write in shareholder name) For the
         Account # ______________(write in account number) D.D.A.#483889747

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

ADDITIONAL INVESTMENTS

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

         -your name                         -the name of your account(s)
         -your account number(s)            -a check made payable to Carl
                                             Domino Equity Income Fund

Checks should be sent to the Carl Domino Equity Income Fund at the address
listed above. A bank wire should be sent as outlined above.

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

         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:


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

         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 (800) 506-9922. 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 (800)
506-9922. 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
$2,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

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

         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 the 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.

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

                             MANAGEMENT OF THE FUND

         Carl Domino Associates, L.P., 580 Village Blvd., Suite 225, West Palm
Beach, Florida 33409 serves as investment adviser to the Fund. The adviser
provides equity, balanced and fixed income portfolio management services to a
select group of corporations, institutions, foundations, trusts and high net
worth individuals and, as of January 1, 2000 manages over $________ million in
assets. During the Fiscal year ended October 31, 1999, the Fund paid the adviser
a fee equal to [1.50%] of its average daily net assets.

         Carl Domino has been primarily responsible for the day-to-day
management of the Fund's portfolio since its inception in 1995. A graduate of
Florida State University in 1966 with a B.S. degree in accounting (Cum Laude) he
received an MBA from Harvard Business School in 1972 and joined a national money
management firm. During his 12 year association with Delaware Investment
Advisers he was Chairman of the Investment Strategy Committee for seven years
and personally managed over $1 billion. Mr. Domino has been the managing partner
of the adviser since its founding in 1987.


<PAGE>



                              FINANCIAL HIGHLIGHTS

         The following condensed supplementary financial information for the
period November 6, 1995 (commencement of operations) to October 31, 1996, and
for the fiscal years ended October 31, 1997, 1998 and 1999 is derived from the
audited financial statements of the Fund. The financial statements of the Fund
have been audited by McCurdy & Associates CPA's, Inc., independent public
accountants, and are included in the Fund's Annual Report. The Annual Report
contains additional performance information and is available upon request and
without charge.


<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 Fund's latest
semi-annual or annual fiscal year end.

         Call the Funds at 800-506-9922 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






                      CARL DOMINO GLOBAL EQUITY INCOME FUND

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
Provide long term growth of capital
together with current income

580 Village Blvd., Suite 225
West Palm Beach, Florida 33409

(800) 506-9922

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

ABOUT THE FUND.................................................................1

FEES AND EXPENSES OF INVESTING IN THE FUND.....................................4

HOW TO BUY SHARES..............................................................4

HOW TO REDEEM SHARES...........................................................6

DETERMINATION OF NET ASSET VALUE...............................................7

DIVIDENDS, DISTRIBUTIONS AND TAXES.............................................7

MANAGEMENT OF THE FUND.........................................................7

FINANCIAL HIGHLIGHTS...........................................................8

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


<PAGE>


ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the Carl Domino Global Equity Income Fund is
to provide long term growth of capital together with current income.

PRINCIPAL STRATEGIES

         The Fund invests primarily in income producing equity securities of
large companies (those with market capitalizations in excess of $7 billion)
located in developed countries. There are no limitations on the countries in
which the Fund may invest, and under normal market conditions, the Fund intends
to invest a majority of the portfolio in foreign securities. The Fund's adviser
believes that foreign markets provide opportunities to participate in growth
taking place outside the U.S. and offers positive performance over the long term
and diversification of an investor's portfolio.

         Under normal circumstances, at least 65% of the Fund's total assets
will be invested in common stock of U.S. and foreign companies. The Fund invests
in foreign securities primarily through the purchase of American Depositary
Receipts ("ADR"). An ADR is a certificate evidencing ownership of shares of a
foreign- based issuer held in trust by a bank or similar financial institution.
ADRs are alternatives to the direct purchase of the underlying securities in
their national markets and currencies. Many of the U.S. companies in which the
Fund invests will derive a significant portion of their income from non-U.S.
operations. The Fund may also invest in fixed income securities, including debt
obligations of foreign companies, foreign governments, foreign governmental
agencies and international organizations.

         The advisor utilizes a disciplined investment approach for selecting
stocks for the Fund. The first step of this process involves analyzing the pool
of dividend-paying ADRs and U.S. common stock, primarily from the world's more
mature markets, and targeting stocks that have high relative yields compared to
the median for their markets. In the adviser's opinion, this group of
higher-yielding stocks offers the potential for returns that is greater than or
equal to the average market return, with price volatility that is lower than
overall market volatility. The adviser believes that these potentially favorable
risk and return characteristics exist because the higher dividends offered by
the stocks offer downside protection in volatile markets and because stocks with
higher yields tend to have more attractive valuations.

         The Fund may sell a stock when its price reaches the adviser's target,
 or if its price depreciates 30% from its cost. The Fund will also sell a
 position if material adverse changes in the company's fundamentals become
 apparent or if a better idea is identified.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT RISK The strategy used by the Fund's adviser may fail to produce
     the intended results.

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

o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as global 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    FOREIGN RISK. To the extent the Fund invests in foreign securities, the
     Fund could be subject to greater risks because the Fund's performance may
     depend on issues other than the performance of a particular company.
     Changes in foreign economies and political climates are more likely to
     affect the Fund than a mutual fund that invests exclusively in U.S.
     companies. The value of foreign securities is also affected by the value of
     the local currency relative to the U.S. dollar. There may also be less
     government supervision of foreign markets, resulting in non-uniform
     accounting practices and less publicly available information. If an ADR is
     issued by a bank unaffiliated with the foreign company issuer of the
     underlying security, the bank has no obligation to disclose material
     information about the foreign company issuer.

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 growth investment strategy
o    Investors who can tolerate greater risks associated with common stock
     investments
o    Investors looking to diversify into foreign securities 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, securities of other no-load mutual funds or repurchase agreements,
or the Fund may have more than 50% of its assets invested in U.S. companies. 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.

HOW THE FUND HAS PERFORMED

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

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

1999...............(__)%]

      During the period shown, the highest return for a quarter was (__)% (Q_,
1999); and the lowest return was (__)% (Q_, 1999).

AVERAGE ANNUAL TOTAL RETURNS:

                               One Year                Since Inception

The Fund                        (___)%                     (___)%
_____ Index                     (___)%                     (___)%


<PAGE>



                   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 Purchases ...........................NONE
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............................................................1.50%
Distribution (12b-1) Fees...................................................NONE
Other Expenses .............................................................___%
Total Annual Fund Operating Expenses .......................................___%

Example:

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

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




                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $2,000 and minimum
subsequent investments are $100 ($50 for IRAs). If your investment is aggregated
into an omnibus account established by an investment adviser, 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:
          Carl Domino Global Equity              Carl Domino Global Equity
          Income Fund                            Income Fund
          c/o Unified Fund Services, Inc.        c/o Unified Fund Services, Inc.
          P.O. Box 6110                          431 North Pennsylvania Street
          Indianapolis, Indiana  46206-6110      Indianapolis, Indiana  46204

         BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (800)
506-9922 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:  Carl Domino Global Equity Income Fund
         Account Name _________________(write in shareholder name)
         For the Account # ______________(write in account number)
         D.D.A.#483889747

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

ADDITIONAL INVESTMENTS

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

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

         -your account number(s)            -a check made payable to Carl Domino
                                             Global Equity Income Fund

Checks should be sent to the Carl Domino Global Equity Income Fund at the
address listed above. A bank wire should be sent as outlined above.

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

         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 adviser 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.


<PAGE>


                              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:

                    Carl Domino Global Equity Income Fund
                    c/o Unified Fund Services, Inc.
                    P.O. Box 6110
                    Indianapolis, Indiana 46206-6110

         Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name, account number, account name(s), the address, and the dollar
amount or number of shares you wish to redeem. This request must be signed by
all registered share owner(s) in the exact name(s) and any special capacity in
which they are registered. The 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 (800) 506-9922. 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 (800)
506-9922. 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
$2,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax adviser 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. Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

         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
adviser 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 the 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.

         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 adviser about your
investment.

                             MANAGEMENT OF THE FUND

         Carl Domino Associates, L.P., 580 Village Blvd., Suite 225, West Palm
Beach, Florida 33409 serves as investment adviser to the Fund. The Adviser
provides equity, balanced and fixed income portfolio management services to a
select group of corporations, institutions, foundations, trusts and high net
worth individuals and as of January 1, 2000, manages over $__million in assets.
The adviser is a limited partnership organized in Delaware and its general
partner is Carl Domino, Inc. During the fiscal year ended October 31, 1999, the
Fund paid the adviser a fee equal to [1.50%] of its average daily net assets.

     John Wagstaff-Callhan, a partner of the Adviser, is primarily responsible
for the day-to-day management of the Fund's portfolio. Mr. Wagstaff-Callahan
graduated from Harvard University with a degree in economics and has over forty
years of investment experience. Prior to joining Carl Domino Associates, L.P. in
1991 as a senior portfolio manager, he was with Batterymarch Financial
Management Company.


<PAGE>


                              FINANCIAL HIGHLIGHTS

         The following condensed supplementary financial information for the
period December 31, 1998 (commencement of operations) to October 31, 1999 is
derived from the audited financial statements of the Fund. The financial
statements of the Fund have been audited by McCurdy & Associates CPA's, Inc.,
independent public accountants, and are included in the Fund's Annual Report.
The Annual Report contains additional performance information and is available
upon request and without charge.


<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 Fund's latest
semi-annual or annual fiscal year end.

         Call the Funds at 800-506-9922 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






                             CARL DOMINO GROWTH FUND

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
Long term growth of capital

580 Village Blvd., Suite 225
West Palm Beach, Florida  33409

(800) 506-9922

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

ABOUT THE FUND..................................................................

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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


<PAGE>


ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the Carl Domino Growth Fund is to provide long
term growth of capital.

PRINCIPAL STRATEGIES

         The Fund invests primarily in the common stock of large domestic
companies (those with market capitalizations in excess of $7 billion) which the
Fund's adviser believes offer above-average potential for appreciation and are
selling at attractive market valuations. In seeking such investments, the
adviser invests in companies that may have some of the following
characteristics:

o    companies that have exhibited above-average growth rates over an extended
     period with prospects for maintaining greater than average rates of growth
     in earnings, cash flow or assets in the future;

o    companies with important business franchises, leading products or dominant
     marketing and distribution systems; and o companies guided by experienced,
     motivated management.

         The Fund's adviser utilizes in depth fundamental research to evaluate
various aspects of corporate performance, with particular focus on consistency
of results, long term growth prospects and financial strength. Qualitative
valuation models are also used to determine which growth companies offer the
best values at a given point in time. The Fund is a non-diversified fund, which
means that the Fund may take larger positions in a small number of companies
than a diversified fund.

         The Fund may sell a security if the company's long-term fundamentals
deteriorate. Also, a significant change in management or a change in the
company's focus may cause a security to be sold.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT RISK. The strategy used by the Fund's adviser may fail to
     produce the intended results.

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

o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as domestic economic growth and market conditions,
     interest rate levels, and political events affect the securities markets
     and could cause the Fund's share price to fall.

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

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

o    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.


<PAGE>


IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

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

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, 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.

HOW THE FUND HAS PERFORMED

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

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

1999...............(__)%]

      During the period shown, the highest return for a quarter was (__)% (Q_,
1999); and the lowest return was (__)% (Q_, 1999).

AVERAGE ANNUAL TOTAL RETURNS:

                    One Year                Since Inception

The Fund             (___)%                     (___)%

_____ Index          (___)%                     (___)%


<PAGE>



                   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 Purchases ...........................NONE
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............................................................1.50%
Distribution (12b-1) Fees...................................................NONE
Other Expenses .............................................................___%
Total Annual Fund Operating Expenses .......................................___%

Example:

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

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




                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $2,000 and minimum
subsequent investments are $100 ($50 for IRAs). If your investment is aggregated
into an omnibus account established by an investment adviser, 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:
          Carl Domino Growth Fund                Carl Domino Growth Fund
          c/o Unified Fund Services, Inc.        c/o Unified Fund Services, Inc.
          P.O. Box 6110                          431 North Pennsylvania Street
          Indianapolis, Indiana  46206-6110      Indianapolis, Indiana  46204

         BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (800)
506-9922 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: Carl Domino Growth Fund

         Account Name _________________(write in shareholder name) For the
         Account # ______________(write in account number) D.D.A.#483889747

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

ADDITIONAL INVESTMENTS

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

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

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

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

         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 adviser 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.


<PAGE>


                              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:

                            Carl Domino Growth Fund
                         c/o Unified Fund Services, Inc.
                                  P.O. Box 6110
                        Indianapolis, Indiana 46206-6110

         Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name, account number, account name(s), the address, and the dollar
amount or number of shares you wish to redeem. This request must be signed by
all registered share owner(s) in the exact name(s) and any special capacity in
which they are registered. The 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 (800) 506-9922. 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 (800)
506-9922. 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
$2,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax adviser 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
adviser 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 the 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.

         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 adviser about your
investment.

                             MANAGEMENT OF THE FUND

         Carl Domino Associates, L.P., 580 Village Blvd., Suite 225, West Palm
Beach, Florida 33409 serves as investment adviser to the Fund. The adviser
provides equity, balanced and fixed income portfolio management services to a
select group of corporations, institutions, foundations, trusts and high net
worth individuals and, as of January 1, 2000 manages over $___million in assets.
During the fiscal year ended October 31, 1999, the Fund paid the adviser a fee
equal to [1.50%] of its average daily net assets.

          Bruce Honig is primarily responsible for the day to day management of
the Fund's portfolio. Mr. Honig graduated from Washington & Lee University with
a BA in Economics in 1982. His career has encompassed investment real estate
analysis and real estate development as President of a commercial real estate
development firm. Prior to joining Carl Domino Associates, L.P. in 1997, he was
Director of Marketing for Weiss Money Management from August 1996 to October
1997, and a financial adviser with John Hancock Financial Services from June
1993 to August 1996. In addition to other community involvements, Mr. Honig is
the Vice-Chairman of the Board of Directors for the South Florida Science
Museum.


<PAGE>



                              FINANCIAL HIGHLIGHTS

         The following condensed supplementary financial information for the
period December 31, 1998 (commencement of operations) to October 31, 1999 is
derived from the audited financial statements of the Fund. The financial
statements of the Fund have been audited by McCurdy & Associates CPA's, Inc.,
independent public accountants, and are included in the Fund's Annual Report.
The Annual Report contains additional performance information and is available
upon request and without charge.


<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 Fund's latest
semi-annual or annual fiscal year end.

         Call the Funds at 800-506-9922 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




                           CORBIN SMALL-CAP VALUE FUND

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
Long-term capital appreciation

6300 Ridglea Place
Suite 1111
Fort Worth, Texas  76116
(800) 924-6848

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

ABOUT THE FUND.................................................................1

FEES AND EXPENSES OF INVESTING IN THE FUND.....................................3

HOW TO BUY SHARES..............................................................4

HOW TO REDEEM SHARES...........................................................5

DETERMINATION OF NET ASSET VALUE...............................................6

DIVIDENDS, DISTRIBUTIONS AND TAXES.............................................7

MANAGEMENT OF THE FUND.........................................................7

FINANCIAL HIGHLIGHTS...........................................................7

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


<PAGE>


                                        7


<PAGE>



ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the Corbin Small-Cap Value Fund is long-term
capital appreciation.

PRINCIPAL STRATEGIES

      The Fund invests primarily in common stocks of small capitalization
companies (those with a market capitalization of $2 billion or less). The Fund's
investment advisor, Corbin & Company, selects stocks that it believes are
selling at attractive valuations versus the market, based on a proprietary model
known as the "value score." A security's "value score" is determined by a
formula that consists of three variables:

o    the security's five-year estimated earnings growth rate
o    its dividend yield
o    its price/earnings ratio based on the current year's estimated earnings

      Securities that meet the advisor's minimum value scores are then analyzed
based on five additional factors:
o    shareholder-oriented management
o    overlooked or under-followed by Wall Street
o    financial position, based on debt, cash flow and liquidity
o    complexity of business
o    long-term industry fundamentals such as competition, growth prospects and
     pricing power

      Under normal circumstances, the Fund will invest at least 65% of its total
assets in small capitalization stocks. The advisor seeks to reduce risk by
buying "cheap" stocks (i.e., stocks it believes are under-valued), diversifying
broadly and avoiding institutional favorites. The Fund's advisor selects
securities with the intention of holding them for 3 to 5 years, during which
time the advisor believes they will reach their full value. The Fund may sell a
security when the advisor believes the stock is no longer under valued.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT RISK. The advisor's value-oriented approach may fail to produce
     the intended results.

o    SMALL COMPANY RISK. The risks associated with investing in smaller
     companies include:

o    The earnings and prospects of smaller companies are more volatile than
     larger companies.

o    Smaller companies may experience higher failure rates than do larger
     companies.

o    The trading volume of securities of smaller companies is normally less than
     that of larger companies and, therefore, may disproportionately affect
     their market price, tending to make them fall more in response to selling
     pressure than is the case with larger companies.

o    Smaller companies may have limited markets, product lines or financial
     resources and may lack management experience.

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

o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as domestic economic growth and market conditions,
     interest rate levels, and political events affect the securities markets
     and could cause the Fund's share price to fall.

o    SECTOR RISK. If the Fund's portfolio is overweighted in certain economic
     sectors, any negative development affecting that sector will have a greater
     impact on the Fund than a fund that is not overweighted in that sector.

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 value investment strategy
o    Investors who can tolerate the risks associated with common stock
     investments
o    Investors willing to accept the greater market price fluctuations of
     smaller companies

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, 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.

HOW THE FUND HAS PERFORMED

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

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

1999...............(__)%
1998...............(__)%]

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

AVERAGE ANNUAL TOTAL RETURNS:

                              One Year                Since Inception

The Fund                       (___)%                    (___)%

Russell 2000 Index             (___)%                    (___)%


<PAGE>



                   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 Purchases ...........................NONE
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............................................................1.25%
Distribution (12b-1) Fees...................................................NONE
Other Expenses..............................................................___%
Total Annual Fund Operating Expenses........................................___%

     Example:

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

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



                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $2,000 and minimum
subsequent investments are $50. These minimums may be waived by the Fund's
advisor for accounts participating in an automatic investment program. If your
investment is aggregated into an omnibus account established by an investment
advisor, broker or other intermediary, the account minimums apply to the omnibus
account, not to your individual investment. If you purchase or redeem shares
through a broker/dealer or another intermediary, you may be charged a fee by
that intermediary.

Initial Purchase

         BY 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 application and check to:

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

         BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (800)
924-6848 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: Corbin Small-Cap Value Fund

         Account Name _________________(write in shareholder name) For the
         Account # ______________(write in account number) D.D.A.# 486479645

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

ADDITIONAL INVESTMENTS

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

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

         -your account number(s)            -a check made payable to Corbin
                                             Small-Cap Value Fund

Checks should be sent to the Corbin Small-Cap Value Fund at the address listed
above. A bank wire should be sent as outlined above.

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

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

OTHER PURCHASE INFORMATION

         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.


<PAGE>



                              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:

             U.S. Mail:      Corbin Small-Cap Value Fund
                             c/o Unified Fund Services, Inc.
                             P.O. Box 6110
                             Indianapolis, Indiana 46206-6110

         Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name, account number, account name(s), the address, and the dollar
amount or number of shares you wish to redeem. This request must be signed by
all registered share owner(s) in the exact name(s) and any special capacity in
which they are registered. The 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 (800) 924-6848. 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 (800) 924-6848.
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
$2,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

                        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 the 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.

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

                             MANAGEMENT OF THE FUND

         Corbin & Company, 6300 Ridglea Place, Suite 1111, Fort Worth, Texas
76116 serves as investment advisor to the Fund. As of January 1, 2000, the
advisor manages over $____ million in assets and specializes in the management
of assets for clients seeking a value-oriented, contrarian investment style,
including individual investors, personal trusts, all types of tax-exempt
organizations and ERISA plans, such as foundations, endowments, defined benefit
plans, defined contribution plans and union plans. During the fiscal year ended
October 31, 1999, the Fund paid the advisor a fee equal to [1.25%] of its
average daily net assets.

         David A. Corbin, CFA, has been President and Chief Investment Officer
of the advisor since 1992, and has been primarily responsible for the day-to-day
management of the Fund's portfolio since the Fund's inception. Prior to founding
Corbin & Company, Mr. Corbin was a trust investment portfolio manager with
Ameritrust/MTrust, where his responsibilities included investment analysis and
investment oversight for personal trust accounts, employee benefit plans, and
endowments. He was also the Portfolio Manager of the William C. Conner
Foundation at Texas Christian University, where he received his Bachelor of
Science degree in Economics. Mr. Corbin has been published and quoted on a
variety of investment management topics in such publications as THE WALL STREET
JOURNAL and THE WALL STREET TRANSCRIPT, and is a Chartered Financial Analyst
(CFA).

                              FINANCIAL HIGHLIGHTS

         The following condensed supplementary financial information for the
period June 30, 1997 (commencement of operations) to October 31, 1997, and for
the fiscal years ended October 31, 1998 and 1999 is derived from the audited
financial statements of the Fund. The financial statements of the Fund have been
audited by McCurdy & Associates CPA's, Inc., independent public accountants, and
are included in the Fund's Annual Report. The Annual Report contains additional
performance information and is available upon request and without charge.


<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 Fund's latest
semi-annual or annual fiscal year end.

         Call the Funds at 800-924-6848 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 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 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>




                                  FOUNTAINHEAD

                               SPECIAL VALUE FUND

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
Long term capital growth

c/o Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana  46204

(800) 868-9535

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.

10189


<PAGE>


TABLE OF CONTENTS

                                                                            PAGE

ABOUT THE FUND..................................................................

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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


<PAGE>



                                        9


<PAGE>


ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the Fountainhead Special Value Fund is to
provide long term capital growth.

PRINCIPAL STRATEGIES

          The Fund invests primarily in common stocks of small and medium
capitalization companies (those with a market capitalization, at the time of
purchase, between $500 million and $6.5 billion). The Fund's investment advisor,
King Investment Advisors, Inc., selects stocks that it believes are selling at
attractive prices relative to their intrinsic value, based on the advisor's
"Business Valuation Approach". This approach seeks to identify attractive
investment opportunities, uncovering securities often overlooked by other
investors. The advisor believes value can be found in different types of stocks
at different points in the economic cycle.

         The buy criteria of the "Business Valuation Approach" consist of three
elements. The Fund will buy a stock trading at a discount to:

o    its private-market value (based on projected levels of cash flow, balance
     sheet characteristics, future earnings, and payments made for similar
     companies in mergers and acquisitions),

o    its five-year projected earnings growth rate (unlike many typical value
     managers who buy only low P/E or low price/book stocks), or

o    its seven-year historical valuation (based on its price/earnings,
     price/book, price/cash flow, or price/sales ratios).

         While it is anticipated that the Fund will diversify its investments
across a range of industries and sectors, certain industries are likely to be
overweighted compared to others because the advisor seeks the best investment
values regardless of industry. The industries in which the Fund may be
overweighted will vary at different points in the economic cycle.

         The Fund may sell a stock if the Fund's advisor believes more
attractive alternatives are available or the company's underlying fundamentals
have deteriorated, or if the stock has met the price target set by the advisor.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    SMALLER COMPANY RISK. The risks associated with investing in smaller (less
     than $6.5 billion in market capitalization) companies include:

o    The earnings and prospects of smaller companies are more volatile than
     larger companies. o Smaller companies may experience higher failure rates
     than do larger companies. o The trading volume of securities of smaller
     companies is normally less than that of larger companies and, therefore,
     may disproportionately affect their market price, tending to make them fall
     more in response to selling pressure than is the case with larger
     companies.

o    Smaller companies may have limited markets, product lines or financial
     resources and may have less management experience than larger companies.

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

o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as domestic economic growth and market conditions,
     interest rate levels, and political events affect the securities markets
     and could cause the Fund's share price to fall.

o    INDUSTRY RISK. If the Fund's portfolio is overweighted in a certain
     industry, any negative development affecting that industry will have a
     greater impact on the Fund than a fund that is not overweighted in that
     industry.

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 value investment strategy

o    Investors willing to accept price fluctuations in their investment

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

o    Investors willing to accept the greater market price fluctuations of
     smaller companies

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, 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.

HOW THE FUND HAS PERFORMED

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

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

1997..............(__)%
1998..............(__)%
1999..............(__)%]

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

AVERAGE ANNUAL TOTAL RETURNS:

                                 One Year       Since Inception

The Fund                          (___)%            (___)%
________________ Index            (___)%            (___)%


<PAGE>



                   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 Purchases ...........................NONE
Maximum Deferred Sales Charge (Load)........................................NONE
Redemption Fee (as a percentage of amount redeemed, if applicable)1........1.00%

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

Management Fees............................................................1.25%
Distribution (12b-1) Fees...................................................NONE
Other Expenses.............................................................____%
Total Annual Fund Operating Expenses.......................................____%

         1If you redeem your shares within 180 days of purchase you will be
charged a 1% redemption fee. However, if you redeem your shares after the 180
day period there is no redemption fee.

Example:

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

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


                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $5,000 ($2,000 for IRAs)
and minimum subsequent investments are $1,000. There is no minimum for separate
employee accounts of corporate retirement plans. 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:
     Fountainhead Special Value Fund           Fountainhead Special Value Fund
     c/o Unified Fund Services, Inc.           c/o Unified Fund Services, Inc.
     P.O. Box 6110                             431 North Pennsylvania Street
     Indianapolis, Indiana  46206-6110         Indianapolis, Indiana  46204

         BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (800)
868-9535 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: Fountainhead Special Value Fund
         Account Name _________________(write in shareholder name)
         For the Account # ______________(write in account number)
         D.D.A.#483885570

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

ADDITIONAL INVESTMENTS

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

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

         -your account number(s)     -a check made payable to Fountainhead
                                      Special Value Fund

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

TAX SHELTERED RETIREMENT PLANS

         Since the Fund is oriented to longer-term investments, the Fund may be
an appropriate investment 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:

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

         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 (800) 868-9535. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

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

         EARLY REDEMPTION FEE - The Fund charges a redemption fee of 1% of the
current net asset value of shares redeemed if the shares are owned less than 180
days. The fee is charged for the benefit of remaining shareholders to defray
Fund portfolio transaction expenses and facilitate portfolio management. This
fee applies to shares being redeemed in the order in which they are purchased.
The Fund reserves the right to modify the terms of or terminate the fee at any
time. The fee is waived for:

          (a)  an account registered as either an Individual Retirement Account
               or a tax-qualified retirement plan on the books of the Fund's
               transfer agent, or on the books of certain other third parties
               that are authorized agents of the Fund; and

          (b)  shares purchased with reinvested capital gain or dividend
               distributions.

         If you purchase shares through a broker-dealer or other financial
intermediary who maintains your individual account on its books and an omnibus
account with the Fund's transfer agent, your recordkeeper may not be able to
apply the fee waiver in all of the circumstances discussed above. Before
purchasing shares, please check with the Fund to determine if the fee waiver is
available.

         ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the Fund's transfer agent at (800) 868-9535.
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
$2,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

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

         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 both short-term and long-term capital gains. However, the
Fund's advisor will attempt to maximize the pay out of long-term capital gains
versus short-term 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.

         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.


<PAGE>


                             MANAGEMENT OF THE FUND

         King Investment Advisors, Inc., 1980 Post Oak Boulevard, Suite 2400,
Houston, Texas 77056-3898, serves as investment advisor to the Fund. The advisor
provides value-oriented equity and balanced management for both taxable and
tax-exempt clients, and currently manages approximately $750 million in assets.
During the fiscal year ended October 31, 1999, the Fund paid the advisor a fee
equal to an annual average rate of [____%] of its average daily net assets.

     Roger E. King has been primarily responsible for the day-to-day management
of the Fund's portfolio since its inception. Mr. King co-founded the firm in
1981and is the majority shareholder. He has served as the firm's president since
1986 and as chairman since 1993. Mr. King also serves as the portfolio manager
to the Fountainhead Kaleidoscope Fund.

THE ADVISOR'S PAST PERFORMANCE

         The advisor has been managing equity accounts since 1981. The
performance of the accounts with investment objectives, policies, and strategies
substantially similar to those of the Fund appears below. The data is provided
to illustrate past performance of the advisor in managing such accounts, as
compared to the Russell MidCap Index. Roger E. King is responsible for the
performance of the accounts and is also responsible for the investment
management of the Fund. As of December 31, 1999, the assets in those accounts
totaled approximately $___ million.

         THE PERFORMANCE OF THE ACCOUNTS MANAGED BY THE ADVISOR DOES NOT
REPRESENT THE HISTORICAL PERFORMANCE OF THE FUND AND SHOULD NOT BE CONSIDERED
INDICATIVE OF FUTURE PERFORMANCE OF THE FUND. Results may differ because of,
among other things, differences in brokerage commissions, account expenses
(including management fees), the size of positions taken in relation to account
size and diversification of securities, timing of purchases and sales,
availability of cash for new investments and the private character of accounts
compared with the public character of the Fund. In addition, managed accounts
are not subject to certain investment limitations, diversification requirements,
and other restrictions imposed by the Investment Company Act and the Internal
Revenue Code which, if applicable, may have adversely affected the performance
results of the managed accounts. The results for different periods may vary.

         AVERAGE ANNUAL    THE FUND         KING INVESTMENT   RUSSELL MIDCAP
         TOTAL RETURN*                        ADVISORS            INDEX
         One year          -____%             -_____%             -____%
         Since inception
         of the Fund
         (12/31/96)         _____%              ____%             _____%
         Five year          N/A                _____%             _____%
         Ten year           N/A                _____%             _____%


[chart showing growth of $10,000 investment from January 1, 1982 through
December 31, 1999, compared to the Russell MidCap Index with the following
information:

                       KING INVESTMENT ADVISORS**       RUSSELL MIDCAP INDEX

         1982              40.67%   $14,067.00           23.26%   $12,326.00
         1983              22.95%   $17,295.38           23.82%   $15,262.05
         1984              12.43%   $19,445.19            1.43%   $15,480.30
         1985              28.60%   $25,006.52           32.01%   $20,435.54
         1986              13.82%   $28,462.42           18.20%   $24,154.81
         1987              -6.61%   $26,581.05            0.23%   $24,210.37
         1988              29.14%   $34,326.77           19.80%   $29,004.02
         1989              25.20%   $42,977.12           26.27%   $36,623.38
         1990              -1.04%   $42,530.15          -11.50%   $32,411.69
         1991              36.86%   $58,206.77           41.51%   $45,865.78
         1992              11.40%   $64,842.34           16.34%   $53,360.25
         1993               6.50%   $69,057.09           14.30%   $60,990.77
         1994              -8.35%   $63,290.83           -2.09%   $59,716.06
         1995              55.00%   $98,100.78           34.45%   $80,288.25
         1996              12.49%   $110,353.57          19.00%   $95,543.01
         1997              36.50%   $150,632.62          29.00%   $123,250.49
         1998             -12.18%   $132,300.63          -2.55%   $120,107.60
         1999

* Average Annual Returns for the periods ended December 31, 1999 for the managed
accounts and Russell MidCap are calculated using calculation methods which
differ from the standardized SEC calculation methods.

** The Advisor's total returns by year were as follows: 1982 40.67%, 1983
22.95%, 1984 12.43%, 1985 28.60%, 1986 13.82%, 1987 -6.61%, 1988 29.14%, 1989
25.20%, 1990 -1.04%, 1991 36.86%, 1992 11.40%, 1993 6.50%, 1994 -8.35%, 1995
55.00%, 1996 12.49%, 1997 36.50%, 1998 -12.18%, 1999 ___%. The King Investment
Advisors, Inc. performance is the dollar-weighted average total return
associated with a composite of equity income accounts managed by Roger E. King,
having objectives similar to the Fund, and is unaudited. The composite does not
include accounts with less than $1,000,000 in assets or accounts under the
Advisor's management for less than one quarter, because the nature of those
accounts make them inappropriate for purposes of comparison. Performance figures
of the accounts are net of management fees and all expenses of the accounts,
including transaction costs and commissions. Results include the reinvestment of
dividends and capital gains.

         The Russell MidCap Index is a widely recognized, unmanaged index of
market activity based on the aggregate performance of a selected portfolio of
publicly traded common stocks, including monthly adjustments to reflect the
reinvestment of dividends and other distributions. The Russell MidCap Index
reflects the total return of securities comprising the Index with market
capitalizations ranging from $1 billion to $6 billion, including changes in
market prices as well as accrued investment income, which is presumed to be
reinvested. Performance figures for the Russell MidCap Index do not reflect
deduction of transaction costs or expenses, including management fees.


<PAGE>



                              FINANCIAL HIGHLIGHTS

         The following condensed supplementary financial information for the
period December 31, 1996 (commencement of operations) to October 31, 1997, and
for the fiscal years ended October 31, 1998 and 1999 is derived from the audited
financial statements of the Fund. The financial statements of the Fund have been
audited by McCurdy & Associates CPA's, Inc., independent public accountants, and
are included in the Fund's Annual Report. The Annual Report contains additional
performance information and is available upon request and without charge.


<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 Fund's latest
semi-annual or annual fiscal year end.

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

         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





                               MARATHON VALUE FUND

                                   PROSPECTUS

                                JANUARY __, 2000

INVESTMENT OBJECTIVE:
Maximum long term capital appreciation

702 W. Idaho Street, Suite 810
Boise, ID  83702

(800) 788-6086

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

ABOUT THE FUND.................................................................1

FEES AND EXPENSES OF INVESTING IN THE FUND.....................................3

HOW TO BUY SHARES..............................................................3

HOW TO REDEEM SHARES...........................................................5

DETERMINATION OF NET ASSET VALUE...............................................6

DIVIDENDS, DISTRIBUTIONS AND TAXES.............................................6

MANAGEMENT OF THE FUND.........................................................6

FINANCIAL HIGHLIGHTS...........................................................7

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


<PAGE>


ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the Marathon Value Fund is to provide
shareholders with maximum long term capital appreciation.

PRINCIPAL STRATEGIES

         The Fund invests primarily in common stocks of small, medium and large
capitalization U.S. companies that the Fund's advisor believes are undervalued.
These stocks are typically viewed as out-of-favor and have a share price which,
in the advisor's opinion, does not reflect the intrinsic value of the company,
based on price-to-book value, price-to-earnings or price-to-cash flow. These
securities include:

o    attractively priced, stable businesses that have not yet been discovered or
     become popular;
o    companies having a new catalyst for appreciation;
o    companies that have declined in value and lost their following; and
o    previously popular companies out of favor due to circumstances the advisor
     believes to be temporary.

         The advisor believes its price driven, value-oriented approach will
 provide investors with the opportunity for growth, while providing some
 protection against adverse events. The advisor seeks to reduce risk by buying
 "cheap" stocks, diversifying broadly and avoiding institutional favorites.

         The Fund may sell a security when the advisor believes the price is no
 longer undervalued, the fundamentals of the company have changed for the worse,
 or better opportunities are available.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT RISK. The advisor's value-oriented approach may fail to produce
     the intended results.

o    SMALLER COMPANY RISK. To the extent the Fund invests in smaller
     capitalization companies, the Fund will be subject to additional risks.
     These include:

     o    The earnings and prospects of smaller companies are more volatile than
          larger companies.
     o    Smaller companies may experience higher failure rates than do larger
          companies.
     o    The trading volume of securities of smaller companies is normally less
          than that of larger companies and, therefore, may disproportionately
          affect their market price, tending to make them fall more in response
          to selling pressure than is the case with larger companies.
     o    Smaller companies may have limited markets, product lines or financial
          resources and may lack management experience.


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


o    MARKET RISK. Overall stock market risks may also affect the value of the
     Fund. Factors such as domestic economic growth and market conditions,
     interest rate levels, and political events affect the securities markets
     and could cause the Fund's share price to fall.

o    INDUSTRY RISK. If the Fund's portfolio is overweighted in a certain
     industry, any negative development affecting that industry will have a
     greater impact on the Fund than a fund that is not overweighted in that
     industry.

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.


<PAGE>


IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o    Long-term investors seeking a fund with a value investment strategy
o    Investors who can tolerate the risks associated with common stock
     investments
o    Investors willing to accept the greater market price fluctuations of
     smaller companies

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, 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.

HOW THE FUND HAS PERFORMED

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

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

1999...............(__)%]

      During the period shown, the highest return for a quarter was (__)% (Q_,
1999); and the lowest return was (__)% (Q_, 1999).

AVERAGE ANNUAL TOTAL RETURNS:

                                    One Year                   Since Inception

The Fund                             (___)%                     (___)%

_____ Index                          (___)%                     (___)%


<PAGE>



                   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 Purchases ...........................NONE
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............................................................1.48%
Distribution (12b-1) Fees...................................................NONE
Other Expenses .............................................................___%
Total Annual Fund Operating Expenses .......................................___%

Example:

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

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




                                HOW TO BUY SHARES

         The minimum initial investment in the Fund is $2,500 and minimum
subsequent investments are $100. If your investment is aggregated into an
omnibus account established by an investment advisor, broker or other
intermediary, the account minimums apply to the omnibus account, not to your
individual investment. If you purchase or redeem shares through a broker/dealer
or another intermediary, you may be charged a fee by that intermediary.

INITIAL PURCHASE

         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:
        Marathon Value Fund                     Marathon Value Fund
        c/o Unified Fund Services, Inc.         c/o Unified Fund Services, Inc.
        P.O. Box 6110                           431 North Pennsylvania Street
        Indianapolis, Indiana  46206-6110       Indianapolis, Indiana  46204

         BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (800)
788-6086 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: Marathon Value Fund

         Account Name _________________(write in shareholder name) For the
         Account # ______________(write in account number) D.D.A.#488886904

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

ADDITIONAL INVESTMENTS

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

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

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

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

         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.


<PAGE>


                              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:

                              Marathon Value Fund
                        c/o Unified Fund Services, Inc.
                                  P.O. Box 6110
                        Indianapolis, Indiana 46206-6110

         Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name, account number, account name(s), the address, and the dollar
amount or number of shares you wish to redeem. This request must be signed by
all registered share owner(s) in the exact name(s) and any special capacity in
which they are registered. The 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 (800) 788-6086. 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 (800)
788-6086. 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
$2,500 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in 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. Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

         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.

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

                             MANAGEMENT OF THE FUND

         Burroughs & Hutchinson, Inc., 702 W. Idaho Street, Suite 810, Boise, ID
83702, serves as investment advisor to the Fund. Burroughs & Hutchinson has been
providing portfolio management services since its founding in 1967 by A.H.
Burroughs III. The advisor provides equity, balanced and fixed income portfolio
management services to a select group of corporations, institutions,
foundations, trusts and high net worth individuals and, as of January 1, 2000
manages over $___ million in assets. During the fiscal year ended October 31,
1999, the Fund paid the advisor a fee equal to [1.48%] of its average daily net
assets.

         Mark Matsko has been primarily responsible for the day-to-day
management of the Fund's portfolio since its inception in 1998. A graduate of
the University of Montana in 1980 with a B.S. degree in accounting, he passed
his CPA exam and worked as a tax accountant at Arthur Andersen & Co. After
leaving Arthur Andersen, he worked for and became president of Great Falls
Coca-Cola. A Chartered Financial Analyst (CFA), his work in the investment
business during the last ten years has included positions as a broker, a
security analyst, and manager of his own hedge fund. Since 1986, Mr.

Matsko has been a portfolio manager with Burroughs & Hutchinson.


<PAGE>


                              FINANCIAL HIGHLIGHTS

         The following condensed supplementary financial information for the
period March 12, 1998 (commencement of operations) to October 31, 1998, and for
the fiscal year ended October 31, 1999 is derived from the audited financial
statements of the Fund. The financial statements of the Fund have been audited
by McCurdy & Associates CPA's, Inc., independent public accountants, and are
included in the Fund's Annual Report. The Annual Report contains additional
performance information and is available upon request and without charge.


<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 Fund's latest
semi-annual or annual fiscal year end.

         Call the Funds at 800-788-6086 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>


                                 AAM EQUITY FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                January __, 2000

         This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of AAM Fund dated January
__, 2000. This SAI incorporates by reference the Fund's Annual Report to
Shareholders for the fiscal year ended October 31, 1999 ("Annual Report"). A
free copy of the Prospectus can be obtained by writing the Transfer Agent at 431
North Pennsylvania Street, Indianapolis, Indiana 46204, or by calling
1-888-905-2283.


                                TABLE OF CONTENTS

                                                                            PAGE


DESCRIPTION OF THE TRUST AND FUND..............................................1


ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK

 CONSIDERATIONS................................................................1

INVESTMENT LIMITATIONS.........................................................5

THE INVESTMENT ADVISOR.........................................................8

TRUSTEES AND OFFICERS..........................................................8

PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................9

DETERMINATION OF SHARE PRICE..................................................10

INVESTMENT PERFORMANCE........................................................11

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

TRANSFER AGENT................................................................12

ACCOUNTANTS...................................................................12

DISTRIBUTOR...................................................................12

ADMINISTRATOR.................................................................12

FINANCIAL STATEMENTS..........................................................12


5460



<PAGE>




DESCRIPTION OF THE TRUST AND FUND

         The AAM Equity Fund (the "Fund") was organized as a series of
AmeriPrime Funds (the "Trust") on June 30, 1998. The Trust is an open-end
investment company established under the laws of Ohio by an Agreement and
Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust
Agreement permits the Trustees to issue an unlimited number of shares of
beneficial interest of separate series without par value. The Fund is one of a
series of funds currently authorized by the Trustees.

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

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

         As of _______, 1999, the following persons may be deemed to
beneficially own five percent (5%) or more of the Fund: [Davenport & Company
LLC, P.O. Box 85678, Richmond, VA - 23.15%; Parbanc Company, 514 Market Street,
Parkersburg, WV - 9.94%; As of January 31, 1999, the following persons are the
record owners of five percent (5%) or more of the Fund: National Financial
Services Corp. ("National Financial"), 200 Liberty Street, 5th Floor, New York,
New York - 43.29%; National Investor Services Corp. ("National Investor"), 55
Water Street, 32nd Floor, New York, New York - 6.12%. As a result, National
Financial may be deemed to control the Fund. The National Financial and National
Investor accounts are omnibus accounts, and the Fund is unaware of any
individual investors within the accounts owning 5% or more of the Fund. ]

     [As of _______, 1999, the officers and trustees as a group own less than
one percent of the Fund.]

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS


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


         A. Equity Securities. Equity securities consist of common stock,
convertible preferred stock, convertible bonds, rights and warrants. Common
stocks, the most familiar type, represent an equity (ownership) interest in a
corporation. Warrants are options to purchase equity securities at a specified
price for a specific time period. Rights are similar to warrants, but normally
have a short duration and are distributed by the issuer to its shareholders.
Although equity securities have a history of long-term growth in value, their
prices fluctuate based on changes in a company's financial condition and on
overall market and economic conditions. The Fund may not invest more than 5% of
its net assets in either convertible preferred stocks or convertible bonds. The
Advisor will limit the Fund's investment in convertible securities to those
rated A or better by Moody's Investors Service, Inc. or Standard & Poor's Rating
Group or, if unrated, of comparable quality in the opinion of the Advisor.

         B. American Depository Receipts (ADRs). The Fund may invest up to 10%
of its assets in ADRs. ADRs are subject to risks similar to those associated
with direct investment in foreign securities. For example, there may be less
information publicly available about a foreign company then about a U.S.
company, and foreign companies are not generally subject to accounting, auditing
and financial reporting standards and practices comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the administrations or economic and monetary policies of foreign governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets, less government supervision of exchanges, brokers
and issuers, difficulty in enforcing contractual obligations, delays in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.

         C. Restricted and Illiquid Securities. The portfolio of the 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 and reverse repurchase
agreements maturing in more than seven days, nonpublicly offered securities and
restricted securities. Restricted securities are securities the resale of which
is subject to legal or contractual restrictions. Restricted securities may be
sold only in privately negotiated transactions, in a public offering with
respect to which a registration statement is in effect under the Securities Act
of 1933 or pursuant to Rule 144 or Rule 144A promulgated under such Act. Where
registration is required, the Fund may be obligated to pay all or part of the
registration expense, and a considerable period may elapse between the time of
the decision to sell and the time such security may be sold under an effective
registration statement. If during such a period adverse market conditions were
to develop, the Fund might obtain a less favorable price than the price it could
have obtained when it decided to sell. The Fund will not invest more than 5% of
its net assets in illiquid securities.


         With respect to Rule 144A securities, these restricted securities are
treated as exempt from the 5% limit on illiquid securities, provided that a
dealer or institutional trading market in such securities exists. The Fund will
not, however invest more than 5% of its net assets in Rule 144A securities.
Under the supervision of the Board of Trustees of the Fund, the Advisor
determines the liquidity of restricted securities and, through reports from the
Advisor, the Board will monitor trading activity in restricted securities. If
institutional trading in restricted securities were to decline, the liquidity of
the Fund could be adversely affected.


         D. Real Estate Investment Trusts (REITs). A REIT is a corporation or
business trust that invests substantially all of its assets in interests in real
estate. The Fund's investments in REITs will be those characterized as equity
REITs. Equity REITs are those which purchase or lease land and buildings and
generate income primarily from rental income. Equity REITs may also realize
capital gains (or losses) when selling property that has appreciated (or
depreciated) in value. Risks associated with REIT investments include the fact
that REITs are dependent upon specialized management skills and are not fully
diversified. These characteristics subject REITs to the risks associated with
financing a limited number of projects. They are also subject to heavy cash flow
dependency, defaults by borrowers and self-liquidation. Additionally, equity
REITs may be affected by any changes in the value of the underlying property
owned by the trusts.

         E. Repurchase Agreements. The Fund may invest in repurchase agreements
fully collateralized by U.S. Government obligations. A repurchase agreement is a
short-term investment in which the purchaser (i.e., the Fund) acquires ownership
of 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
the Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with Star Bank, N.A. (the
Fund's 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 Fund engages in repurchase
transactions.

INVESTMENT LIMITATIONS


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

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

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


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


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

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

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

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

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

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

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

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

         2. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding.

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

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

         5. Options. The Fund will not purchase or sell puts, calls, options or
straddles.

         6. Illiquid Investments. The Fund will not invest more than 5% of its
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.

         7. Loans of Portfolio Securities. The Fund will not make loans of
portfolio securities.

THE INVESTMENT ADVISOR

         The Fund's investment advisor is Appalachian Asset Management, 1018
Kanawha Boulevard, East, Suite 309, Charleston, West Virginia 25301. Knox Fuqua
may be deemed to be a controlling person of the Advisor due to his ownership of
a majority of its shares. The Advisor has provided a uniquely comprehensive and
personalized package of investments and total financial consulting services to
small to medium sized businesses and foundations since 1992. Prior to founding
the Advisor, Mr. Fuqua was a trust investment officer at a national bank.


         Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses (including organizational expenses). As compensation for
its management services and agreement to pay the Fund's expenses, the Fund is
obligated to pay the Advisor a fee computed and accrued daily and paid monthly
at an annual rate of 1.15% of the average daily net assets of the Fund. The
Advisor may waive all or part of its fee, at any time, and at its sole
discretion, but such action shall not obligate the Advisor to waive any fees in
the future. For the period June 30,1988 (commencement of operations) through
October 31, 1998 and the fiscal year ended October 31, 1999, the Fund paid
advisory fees of $8,847 and $_____, respectively.


         The Advisor retains the right to use the name AAM 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 AAM automatically
ceases ninety days after termination of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.

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


<PAGE>


TRUSTEES AND OFFICERS


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

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

         NAME, AGE AND ADDRESS               POSITION                    PRINCIPAL OCCUPATIONS DURING


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

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

* Kenneth D. Trumpfheller                President and     President,   Treasurer   and   Secretary  of  AmeriPrime

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

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

Paul S. Bellany                          Secretary,        Secretary,  Treasurer  and Chief  Financial  Officer  of


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

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

Steve L. Cobb                            Trustee           President of Chandler Engineering  Company,  L.L.C., oil


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

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

Gary E.:  51                             Trustee           Director,  Vice President and Chief  Investment  Officer

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


         The compensation paid to the Trustees of the Trust for the Fund's
fiscal year ended October 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.



<PAGE>


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

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

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

                NAME                           AGGREGATE                    TOTAL COMPENSATION


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

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

Steve L. Cobb                                    $_____                          $_____

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

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

Gary E. Hippenstiel                              $_____                          $_____

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

PORTFOLIO TRANSACTIONS AND BROKERAGE


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


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

         Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Fund
under the Agreement.

         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.


         To the extent that the Trust and another of the Advisor's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection. For the period June 30, 1998 (commencement of
operations) through October 31, 1998 and the fiscal year ended October 31, 1999,
the Fund paid brokerage commissions of $10,562 and $____, respectively.


DETERMINATION OF SHARE PRICE


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

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

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


INVESTMENT PERFORMANCE


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


                          P(1+T)n=ERV

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

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

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


         The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period June 30,
1998 (commencement of operations) through October 31, 1998 and the fiscal year
ended October 31, 1999, the Fund's average annual total return was -5.70% and
___%, respectively, annualized.


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

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

CUSTODIAN


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


TRANSFER AGENT


         Unified Fund Services, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each Unified shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Fund with certain monthly reports, record-keeping
and other management-related services. For the period June 30, 1998
(commencement of operations) through October 31, 1998 and the fiscal year ended
October 31, 1999, Unified received $4,800 and $____, respectively, from the
Advisor (not the Fund) for these services.


ACCOUNTANTS


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


DISTRIBUTOR


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


ADMINISTRATOR


         The Fund retains AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. For the period June 30, 1998 (commencement of operations) through
October 31, 1998 and the fiscal year ended October 31, 1999, the Administrator
received $10,000 and $_____, respectively from the Advisor (not the Fund) for
these services.


FINANCIAL STATEMENTS


         The financial statements and independent auditor's report required to
be included in the Statement of Additional Information will be incorporated
herein by reference to the Trust's Annual Report to Shareholders for the period
ended October 31, 1999 by subsequent amendment. The Trust will provide the
Annual Report without charge by calling the Fund at 1-888-905-2283.

<PAGE>



                         CARL DOMINO EQUITY INCOME FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                January __, 2000

         This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Investor Class Prospectus of Carl
Domino Equity Income Fund dated January __, 2000 or the Class A Prospectus of
Carl Domino Equity Income Fund dated January __, 2000. This SAI incorporates by
reference the Fund's Annual Report to Shareholders for the fiscal year ended
October 31, 1999 ("Annual Report"). A free copy of either Prospectus can be
obtained by writing the Transfer Agent at 431 N. Pennsylvania Street,
Indianapolis, IN 46204, or by calling 1-800-506-9922.

TABLE OF CONTENTS                                                           PAGE

DESCRIPTION OF THE TRUST AND FUND..............................................1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS..........3

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

THE INVESTMENT ADVISER.........................................................8

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

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

DETERMINATION OF SHARE PRICE..................................................11

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

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

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

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

DISTRIBUTOR...................................................................13

ADMINISTRATOR.................................................................13

FINANCIAL STATEMENTS..........................................................13

5483



<PAGE>



DESCRIPTION OF THE TRUST AND FUND

     Carl Domino Equity Income Fund (the "Fund") was organized as a diversified
series of AmeriPrime Funds (the "Trust") on December 26, 1995. The Trust is an
open-end investment company established under the laws of Ohio by an Agreement
and Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust
Agreement permits the Trustees to issue an unlimited number of shares of
beneficial interest of separate series without par value. The Fund is one of a
series of funds currently authorized by the Trustees. The Fund is divided into
two


classes, designated Class A and Investor Class.


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

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

         The shares of beneficial interest of the Fund are divided into two
classes, designated "Investor Class" and "Class A." The classes differ as
follows: 1) no sales charge is imposed on Investor Class shares, 2) Class A
shares are subject to a front-end sales load, and 3) each class may bear
differing amounts of certain class-specific expenses.

         The differing sales charges and other expenses applicable to the
different classes of the Fund's shares may affect the performance of those
classes. Broker/dealers and others entitled to receive compensation for selling
or servicing Fund shares may receive more with respect to one class than
another. The Board of Trustees of the Trust does not anticipate that there will
be any conflicts among the interests of the holders of the different classes of
Fund shares. On an ongoing basis, the Board will consider whether any such
conflict exists and, if so, take appropriate action. More information concerning
the classes of shares of the Fund may be obtained by calling the Fund at
800-506-9922.


         The Fund may determine to allocate certain of its expenses to the
specific class of the Fund's shares to which those expenses are attributable.


         As of ____________, 1999, the following persons may be deemed to
beneficially own or hold of record five percent (5%) or more of the Fund: [Carl
Domino Associates Profit Sharing Trust, 580 Village Boulevard, Suite 225, West
Palm Beach, Florida - 18.44% (beneficial); Charles Schwab & Co. ("Schwab"), 101
Montgomery Street, San Francisco, California - 17.66% (of record); Carl Domino
IRA, 108 Toteka Circle, Jupiter, Florida - 5.41% (beneficial); National
Financial, 200 Liberty Street, 5th Floor, New York, New York - 6.34% (of
record). The National Financial and Schwab accounts are omnibus accounts, and
the Fund is unaware of any individual investors within the accounts owning 5% or
more of the Fund.]

         As of ____________, 1999, the officers and trustees as a group own less
than one percent of the Fund.

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS


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

         A.  Equity Securities. Equity securities include common stock,
preferred stock and common stock equivalents (such as convertible preferred
stock, rights and warrants). Convertible preferred stock is preferred stock that
can be converted into common stock pursuant to its terms. Warrants are options
to purchase equity securities at a specified price valid for a specific time
period. Rights are similar to warrants, but normally have a short duration and
are distributed by the issuer to its shareholders. The Fund may invest up to 5%
of its net assets at the time of purchase in each of the following: rights,
warrants, or convertible preferred stocks.


         B.  Repurchase Agreements. A repurchase agreement is a short term
investment in which the purchaser (i.e., the Fund) acquires ownership of an
obligation issued by the U.S. Government or by an agency of the U.S. Government
("U.S. Government Obligations") (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
the Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered securities dealers determined
by the Adviser to be creditworthy. The Adviser monitors the creditworthiness of
the banks and securities dealers with which the Fund engages in repurchase
transactions, and the Fund will not invest more than 5% of its net assets in
repurchase agreements.


         C.  Illiquid Securities. The portfolio of the 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. The Fund will
not invest more than 5% of its net assets in illiquid securities.

         D.  Other Investment Companies. The Fund is permitted to invest up
to 5% of its net assets in other investment companies at any time. The Fund will
not purchase more than 3% of the outstanding voting stock of any investment
company. If the Fund acquires securities of another investment company, the
shareholders of the Fund will be subject to duplicative management fees.

         E.  Foreign Securities. The Fund may invest in foreign equity
securities including common stock, preferred stock and common stock equivalents
issued by foreign companies, and foreign fixed income securities. Foreign fixed
income securities include corporate debt obligations issued by foreign companies
and debt obligations of foreign governments or international organizations. This
category may include floating rate obligations, variable rate obligations,
Yankee dollar obligations (U.S. dollar denominated obligations issued by foreign
companies and traded on U.S. markets) and Eurodollar obligations (U.S. dollar
denominated obligations issued by foreign companies and traded on foreign
markets).


     The Fund may invest in foreign equity securitiesby purchasing of American
Depositary Receipts. American Depositary Receipts are dollar-denominated
receipts that are generally issued in registered form by domestic banks, and
represent the deposit with the bank of a security of a foreign issuer. To the
extent that the Fund does invest in foreign securities, such investments may be
subject to special risks, such as changes in restrictions on foreign currency
transactions and rates of exchange, and changes in the administrations or
economic and monetary policies of foreign governments. The Fund will not invest
more than 5% of its net assets at the time of purchase in foreign securities
which are not American Depository Receipts.


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

Community, more commonly known as the Common Market.

     Purchases of foreign securities are usually made in foreign currencies and,
as a result, the Fund may incur currency conversion costs and may be affected
favorably or unfavorably by changes in the value of foreign currencies against
the U.S. dollar. In addition, there may be less information publicly available
about a foreign company then about a U.S. company, and foreign companies are not
generally subject to accounting, auditing and financial reporting standards and
practices comparable to those in the U.S. Other risks associated with
investments in foreign securities include changes in restrictions on foreign
currency transactions and rates of exchanges, changes in the administrations or
economic and monetary policies of foreign governments, the imposition of
exchange control regulations, the possibility of expropriation decrees and other
adverse foreign governmental action, the imposition of foreign taxes, less
liquid markets, less government supervision of exchanges, brokers and issuers,
difficulty in enforcing contractual obligations, delays in settlement of
securities transactions and greater price volatility. In addition, investing in
foreign securities will generally result in higher commissions than investing in
similar domestic securities.


         F.  When Issued Securities and Forward Commitments. The Fund may
buy and sell securities on a when-issued or delayed delivery basis, with payment
and delivery taking place at a future date, but investment in such securities
may not exceed 5% of the Fund's net assets. The price and interest rate that
will be received on the securities are each fixed at the time the buyer enters
into the commitment. The Fund may enter into such forward commitments if they
hold, and maintain until the settlement date in a separate account at the Fund's
Custodian, cash or U.S. government securities in an amount sufficient to meet
the purchase price. Forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date. Any change
in value could increase fluctuations in the Fund's share price and yield.
Although the Fund will generally enter into forward commitments with the
intention of acquiring securities for its portfolio, the Fund may dispose of a
commitment prior to the settlement if the Adviser deems it appropriate to do so.

         G.  Fixed Income Securities. The Fund may invest in fixed income
securities. Fixed income securities include corporate debt securities, U.S.
government securities, mortgage-related securities and participation interests
in such securities. Fixed income securities are generally considered to be
interest rate sensitive, which means that their value will generally decrease
when interest rates rise and increase when interest rates fall. Securities with
shorter maturities, while offering lower yields, generally provide greater price
stability than longer term securities and are less affected by changes in
interest rates.

         Corporate debt securities are long and short term debt obligations
issued by companies (such as publicly issued and privately placed bonds, notes
and commercial paper). The Fund will only invest in corporate debt securities
rated A or higher by Standard & Poor's Corporation or Moody's Investors
Services, Inc.

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

         Mortgage-related securities include securities representing interests
in a pool of mortgages. These securities, including securities issued by FNMA
and GNMA, provide investors with payments consisting of both interest and
principal as the mortgages in the underlying mortgage pools are repaid. Pools of
mortgage loans are assembled for sale to investors (such as the Fund) by various
governmental, government-related and private organizations, such as dealers.
Unscheduled or early payments on the underlying mortgages may shorten the
securities' effective maturities.

     Other types of securities representing interests in a pool of mortgage
loans are known as collateralized mortgage obligations (CMOs) and real estate
mortgage investment conduits (REMICs). CMOs and REMICs are debt instruments
collateralized by pools of mortgage loans or other mortgage-backed securities.
The average life of securities representing interests in pools of mortgage loans
is likely to be substantially less than the original maturity of the mortgage
pools as a result of prepayments or foreclosures of such mortgages. Prepayments
are passed through to the registered holder with the regular monthly payments of
principal and interest, and have the effect of reducing future payments. To the
extent the mortgages underlying a security representing an interest in a pool of
mortgages are prepaid, a Fund may experience a loss (if the price at which the
respective security was acquired by the Fund was at a premium over par, which
represents the price at which the security will be redeemed upon prepayment). In
addition, prepayments of such securities held by a Fund will reduce the share
price of the Fund to the extent the market value of the securities at the time
of prepayment exceeds their par value. Furthermore, the prices of
mortgage-related securities can be significantly affected by changes in interest
rates. Prepayments may occur with greater frequency in periods of declining
mortgage rates because, among other reasons, it may be possible for mortgagors
to refinance their outstanding mortgages at lower interest rates. In such
periods, it is likely that any prepayment proceeds would be reinvested by a Fund
at lower rates of return.


         H.  Financial Services Industry Obligations.  The Fund may invest up to
5% of its net assets in each of the following obligations of the financial
services industry:

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

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

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


         I. Option Transactions. The Fund may engage in option transactions
involving individual securities and market indices, provided the Fund's
investment does not exceed 5% of its net assets, including premiums and
potential settlement obligations. An option involves either (a) the right or the
obligation to buy or sell a specific instrument at a specific price until the
expiration date of the option, or (b) the right to receive payments or the
obligation to make payments representing the difference between the closing
price of a market index and the exercise price of the option expressed in
dollars times a specified multiple until the expiration date of the option.
Options are sold (written) on securities and market indices. The purchaser of an
option on a security pays the seller (the writer) a premium for the right
granted but is not obligated to buy or sell the underlying security. The
purchaser of an option on a market index pays the seller a premium for the right
granted, and in return the seller of such an option is obligated to make the
payment. A writer of an option may terminate the obligation prior to expiration
of the option by making an offsetting purchase of an identical option. Options
are traded on organized exchanges and in the over-the-counter market. Options on
securities which the Fund sells (writes) will be covered or secured, which means
that it will own the underlying security (for a call option); will segregate
with the Custodian high quality liquid debt obligations equal to the option
exercise price (for a put 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 the Fund writes
options, it may be required to maintain a margin account, to pledge the
underlying securities or U.S. government obligations or to deposit liquid high
quality debt obligations in a separate account with the Custodian.


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


         J. STRIPS. The Fund may invest up to 5% of its net assets in STRIPs
(Separate Trading of Registered Interest and Principal of Securities). The
Federal Reserve creates STRIPS by separating the coupon payments and the
principal payment from an outstanding Treasury security and selling them as
individual securities. To the extent the Fund purchases the principal portion of
the STRIP, the Fund will not receive regular interest payments. Instead they are
sold at a deep discount from their face value. The Fund will accrue income on
such STRIPS for tax and accounting purposes, in accordance with applicable law,
which income is distributable to shareholders. Because no cash is received at
the time such income is accrued, the Fund may be required to liquidate other
portfolio securities to satisfy its distribution obligations. Because the
principal portion of the STRIP does not pay current income, its price can be
very volatile when interest rates change. In calculating its dividend, the Fund
takes into account as income a portion of the difference between the principal
portion of the STRIP's purchase price and its face value.

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

INVESTMENT LIMITATIONS


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

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

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

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

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

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

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

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

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

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

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

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

         ii. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding. The Fund will not enter into reverse repurchase
agreements.

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

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

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

         vi.      Repurchase Agreements.  The Fund will not invest more than 5%
of its net assets in repurchase agreements.

         vii. Illiquid Investments. The Fund will not invest more than 5% of its
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.


THE INVESTMENT ADVISER


     The Fund's investment adviser is Carl Domino Associates, L.P., 580 Village
Blvd., Suite 225, West Palm Beach, Florida 33409. Carl Domino, Inc. and CW
Partners may both be deemed to control the Adviser due to their respective share
of ownership of the Adviser.


         Under the terms of the management agreement (the "Agreement"), the
Adviser manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund (including organizational
expenses) except brokerage, taxes, interest, fees and expenses of the
non-interested person trustees and extraordinary expenses. As compensation for
its management services and agreement to pay the Fund's expenses, the Fund is
obligated to pay the Adviser a fee computed and accrued daily and paid monthly
at an annual rate of 1.50% of the average daily net assets of the Fund. The
Adviser may waive all or part of its fee, at any time, and at its sole
discretion, but such action shall not obligate the Adviser to waive any fees in
the future. For the fiscal years ended October 31, 1997, 1998 and 1999, the Fund
paid advisory fees of $33,503, $85,109 and $_______, respectively.


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

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


TRUSTEES AND OFFICERS

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

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

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

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

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

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

* Kenneth D. Trumpfheller             President and Trustee      President, Treasurer and Secretary of AmeriPrime

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

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

Paul S. Bellany                       Secretary, Treasurer       Secretary, Treasurer and Chief Financial Officer of


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

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

Steve L. Cobb                         Trustee                    President of Chandler Engineering Company, L.L.C., oil


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

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

Gary E. Hippenstiel                   Trustee                    Director, Vice President and Chief Investment Officer of


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


         The compensation paid to the Trustees of the Trust for the Fund's
fiscal year October 31, 1999 is set forth in the following table. Trustee fees
are Trust expenses and each series of the Trust is responsible for a portion of
the Trustee fees. The Adviser voluntarily reimbursed the Fund for the Fund's
share of the Trustee fees paid for the period ended October 31, 1999.


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

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

            NAME                   AGGREGATE           TOTAL COMPENSATION


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

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

Steve L. Cobb                       $_____                   $______

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

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

Gary E. Hippenstiel                 $_____                  $_______

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


PORTFOLIO TRANSACTIONS AND BROKERAGE

         Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Fund's adviser 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 Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser 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 Adviser 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 Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.


         Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Adviser, 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
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser of performing its duties to the Fund
under the Agreement. Due to research services provided by brokers, the Fund
directed to brokers $1,182,116 and $________ of brokerage transactions (on which
commissions were $2,352 and $_______) during the fiscal years ended October 31,
1998 and 1999, respectively.


         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.


         To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection. For the fiscal years ended October 31, 1997, 1998 and
1999 the Fund paid brokerage commissions of $5,317, $15,264 and $______,
respectively.

DETERMINATION OF SHARE PRICE


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


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

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

INVESTMENT PERFORMANCE

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


                             P(1+T)n=ERV

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

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


         The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the fiscal years
ended October 31, 1997, 1998 and 1999, the Fund's average annual total return
was 36.58%, -3.17% and _____%, respectively.


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

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


CUSTODIAN

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

TRANSFER AGENT

         As of July 1, 1998, Unified Fund Services, Inc. ("Unified"), 431 N.
Pennsylvania Street, Indianapolis, Indiana 46204, acts as the Fund's transfer
agent and, in such capacity, maintains the records of each shareholder's
account, answers shareholders' inquiries concerning their accounts, processes
purchases and redemptions of the Fund's shares, acts as dividend and
distribution disbursing agent and performs other shareholder service functions.
For the period year ended October 31, 1999, Unified received $_____________ from
the Adviser (not the Fund) for these services.

ACCOUNTANTS

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

DISTRIBUTOR

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


ADMINISTRATOR


         The Fund retains AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. For the fiscal years ended October 31, 1997, 1998 and 1999, the
Administrator received $30,000, $30,000 and $________, respectively, from the
Adviser, (not the Fund) for these services.


FINANCIAL STATEMENTS


         The financial statements and independent auditor's report required to
be included in the Statement of Additional Information will be incorporated
herein by reference to the Trust's Annual Report to Shareholders for the fiscal
year ended October 31, 1999 by subsequent amendment. The Trust will provide the
Annual Report without charge by calling the Fund at 1-800-506-9922.



<PAGE>

                     CARL DOMINO GLOBAL EQUITY INCOME FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                JANUARY __, 2000

         This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Carl Domino Global
Equity Income Fund dated January __, 1999. This SAI incorporates by reference
the Fund's Annual Report to Shareholders for the fiscal year ended October 31,
1999 ("Annual Report"). A free copy of the Prospectus can be obtained by writing
the Transfer Agent at 431 N. Pennsylvania Street, Indianapolis, IN 46204, or by
calling 1-800-506-9922.


TABLE OF CONTENTS                                                           PAGE


Description of the Trust and Fund...............................................

Additional Information About Fund Investments and Risk Considerations...........

Investment Limitations..........................................................

The Investment Adviser..........................................................

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

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

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

Investment Performance..........................................................

Custodian.......................................................................

Transfer Agent..................................................................

Accountants.....................................................................

Distributor.....................................................................

Administrator...................................................................

Financial Statements............................................................

10203



<PAGE>







DESCRIPTION OF THE TRUST AND FUND

         Carl Domino Global Equity Income Fund (the "Fund") was organized as a
series of AmeriPrime Funds (the "Trust") on __________________, 1998. The Trust
is an open-end investment company established under the laws of Ohio by an
Agreement and Declaration of Trust dated August 8, 1995 (the "Trust Agreement").
The Trust Agreement permits the Trustees to issue an unlimited number of shares
of beneficial interest of separate series without par value. The Fund is one of
a series of funds currently authorized by the Trustees.

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

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

         As of ______, 1999, [Charles Schwab & Co. ("Schwab"), 101 Montgomery
Street, San Francisco, CA was the record owner of 74.26% of the Fund. As a
result, Schwab may be deemed to control the Fund. The Schwab accounts are
omnibus accounts, and the Fund is unaware of any individual investor owning 5%
or more of the Fund.]

     [As of _______, 1999, the officers and trustees as a group own less than
one percent of the Fund.]



<PAGE>


ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS


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


         A.  Equity Securities. Equity securities include common stock,
preferred stock and common stock equivalents (such as convertible preferred
stock, rights and warrants). Convertible preferred stock is preferred stock that
can be converted into common stock pursuant to its terms. Warrants are options
to purchase equity securities at a specified price valid for a specific time
period. Rights are similar to warrants, but normally have a short duration and
are distributed by the issuer to its shareholders.

         B.  Foreign Securities. The Fund may invest in foreign equity
securities including common stock, preferred stock and common stock equivalents
issued by foreign companies, foreign fixed income securities, and American
Depository Receipts ("ADRs"). Foreign fixed income securities include corporate
debt obligations issued by foreign companies and debt obligations of foreign
governments or international organizations. This category may include floating
rate obligations, variable rate obligations, Yankee dollar obligations (U.S.
dollar denominated obligations issued by foreign companies and traded on U.S.
markets) and Eurodollar obligations (U.S. dollar denominated obligations issued
by foreign companies and traded on foreign markets). ADRs are certificates
evidencing ownership of shares of a foreign-based issue held in trust by a bank
or similar financial institution. They are alternatives to the direct purchase
of the underlying securities in the national markets and currencies.

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

Community, more commonly known as the Common Market.

     Purchases of foreign securities are usually made in foreign currencies and,
as a result, the Fund may incur currency conversion costs and may be affected
favorably or unfavorably by changes in the value of foreign currencies against
the U.S. dollar. In addition, there may be less information publicly available
about a foreign company then about a U.S. company, and foreign companies are not
generally subject to accounting, auditing and financial reporting standards and
practices comparable to those in the U.S. Other risks associated with
investments in foreign securities include changes in restrictions on foreign
currency transactions and rates of exchanges, changes in the administrations or
economic and monetary policies of foreign governments, the imposition of
exchange control regulations, the possibility of expropriation decrees and other
adverse foreign governmental action, the imposition of foreign taxes, less
liquid markets, less government supervision of exchanges, brokers and issuers,
difficulty in enforcing contractual obligations, delays in settlement of
securities transactions and greater price volatility. In addition, investing in
foreign securities will generally result in higher commissions than investing in
similar domestic securities.


         The Fund intends to diversify investments among several different
countries, primarily the developed countries of the world included in the Morgan
Stanley Capital International Index (the "MSCI Index"), but may invest in
"emerging markets."

         C. Fixed Income Securities. - The Fund may invest in U.S. and foreign
fixed income securities. Fixed income securities include corporate debt
securities, U.S. and foreign government securities, mortgage-related securities
and participation interests in such securities. Fixed income securities are
generally considered to be interest rate sensitive, which means that their value
will generally decrease when interest rates rise and increase when interest
rates fall. Securities with shorter maturities, while offering lower yields,
generally provide greater price stability than longer term securities and are
less affected by changes in interest rates.

         CORPORATE DEBT SECURITIES are long and short term debt obligations
issued by companies (such as publicly issued and privately placed bonds, notes
and commercial paper). The Fund will only invest in corporate debt securities
rated A or higher by Standard & Poor's Corporation or Moody's Investors
Services, Inc.

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

         MORTGAGE-RELATED SECURITIES include securities representing interests
in a pool of mortgages. These securities, including securities issued by FNMA
and GNMA, provide investors with payments consisting of both interest and
principal as the mortgages in the underlying mortgage pools are repaid. Pools of
mortgage loans are assembled for sale to investors (such as the Fund) by various
governmental, government-related and private organizations, such as dealers.
Unscheduled or early payments on the underlying mortgages may shorten the
securities' effective maturities.

         Other types of securities representing interests in a pool of mortgage
loans are known as collateralized mortgage obligations (CMOs) and real estate
mortgage investment conduits (REMICs). CMOs and REMICs are debt instruments
collateralized by pools of mortgage loans or other mortgage-backed securities.
The average life of securities representing interests in pools of mortgage loans
is likely to be substantially less than the original maturity of the mortgage
pools as a result of prepayments or foreclosures of such mortgages. Prepayments
are passed through to the registered holder with the regular monthly payments of
principal and interest, and have the effect of reducing future payments. To the
extent the mortgages underlying a security representing an interest in a pool of
mortgages are prepaid, a Fund may experience a loss (if the price at which the
respective security was acquired by the Fund was at a premium over par, which
represents the price at which the security will be redeemed upon prepayment). In
addition, prepayments of such securities held by a Fund will reduce the share
price of the Fund to the extent the market value of the securities at the time
of prepayment exceeds their par value. Furthermore, the prices of
mortgage-related securities can be significantly affected by changes in interest
rates. Prepayments may occur with greater frequency in periods of declining
mortgage rates because, among other reasons, it may be possible for mortgagors
to refinance their outstanding mortgages at lower interest rates. In such
periods, it is likely that any prepayment proceeds would be reinvested by a Fund
at lower rates of return.

         FOREIGN FIXED INCOME SECURITIES Include corporate debt obligation
issued by foreign companies and debt obligations of foreign governments or
international organizations. This category may include floating rate obligations
(U.S. dollar denominated obligations issued by foreign companies and traded on
U.S. markets) and Eurodollar obligations (U.S. dollar denominated obligations
issued by foreign companies and traded on foreign markets).

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


INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

         ii.  Borrowing. The Fund will not purchase any security while
borrowings (including reverse repurchase agreements) representing more than 5%
of its total assets are outstanding. The Fund will not enter into reverse
repurchase agreements.

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

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

         v.    Options.  The Fund will not purchase or sell puts, calls, options
or straddles.

THE INVESTMENT ADVISER


     The Fund's investment adviser is Carl Domino Associates, L.P., 580 Village
Blvd., Suite 225, West Palm Beach, Florida 33409. Carl Domino, Inc. and CW
Partners may both be deemed to control the Adviser due to their respective share
of ownership of the Adviser. [The adviser is a limited partnership organized in
Delaware and its general partner is Carl Domino, Inc. The controlling
shareholder of Carl Domino, Inc. is Carl J. Domino.]


         Under the terms of the management agreement (the "Agreement"), the
Adviser manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a
fee computed and accrued daily and paid monthly at an annual rate of 1.50% of
the average daily net assets of the Fund. The Adviser may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the Adviser to waive any fees in the future.

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

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


<PAGE>


TRUSTEES AND OFFICERS


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

<TABLE>
<S>                                  <C>              <C>
==================================== ---------------- ======================================================================
       NAME, AGE AND ADDRESS         POSITION                        PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================

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

*Kenneth D. Trumpfheller             President and    President, Treasurer and Secretary of AmeriPrime Financial Services,

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

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

Paul S. Bellany                      Secretary,       Secretary, Treasurer and Chief Financial Officer of AmeriPrime


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

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

Steve L. Cobb                        Trustee          President of Chandler Engineering Company, L.L.C., oil and gas

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

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

Gary E. Hippenstiel                  Trustee          Director, Vice President and Chief Investment Officer of Legacy

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



<PAGE>



         The compensation paid to the Trustees of the Trust for the Fund's
fiscal year ended October 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.

<TABLE>
<S>                                  <C>                     <C>
==================================== ----------------------- ==================================
                                           AGGREGATE                TOTAL COMPENSATION

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

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

Steve L. Cobb                                 $____                        $____

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

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

Gary E. Hippenstiel                           $____                        $____

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

PORTFOLIO TRANSACTIONS AND BROKERAGE

         Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.

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

         Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Adviser, 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
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser 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.

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

DETERMINATION OF SHARE PRICE

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

INVESTMENT PERFORMANCE

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

                      P(1+T)n=ERV

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

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

         The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.

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

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

CUSTODIAN

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

TRANSFER AGENT

         Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' Inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Fund with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the Advisor equal to 0.0275% of the Fund's assets up to $100 million
(subject to various monthly minimum fees, the maximum being $2,000 per month for
assets of $20 to $100 million).

ACCOUNTANTS

         The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Trust
for the fiscal year ending October 31, 1999. McCurdy & Associates performs an
annual audit of the Funds' financial statements and provides financial, tax and
accounting consulting services as requested.

DISTRIBUTOR

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


FINANCIAL STATEMENTS

         The financial statements and independent auditor's report required to
be included in the Statement of Additional Information will be incorporated
herein by reference to the Fund's Annual Report to Shareholders for the period
ended October 31, 1999 by subsequent amendment. The Trust will provide the
Annual Report without charge by calling the Fund at 1-800-506-9922.

<PAGE>



                             CARL DOMINO GROWTH FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                January __, 2000

         This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Carl Domino Growth Fund
dated January __, 2000. This SAI incorporates by reference the Fund's Annual
Report to Shareholders for the fiscal year ended October 31, 1999 ("Annual
Report"). A free copy of the Prospectus can be obtained by writing the Transfer
Agent at 431 N. Pennsylvania Street, Indianapolis, IN 46204, or by calling
1-800-506-9922.

TABLE OF CONTENTS                                                           PAGE

DESCRIPTION OF THE TRUST AND FUND..............................................1

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

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

THE INVESTMENT ADVISER.........................................................6

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

PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................8

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

INVESTMENT PERFORMANCE........................................................10

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

TRANSFER AGENT................................................................11

ACCOUNTANTS...................................................................11

DISTRIBUTOR...................................................................11

ADMINISTRATOR.................................................................11

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

5400 11/9/99  3:56 PM



<PAGE>


                                       13


DESCRIPTION OF THE TRUST AND FUND

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

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

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

         As of ______, 1999, [Charles Schwab & Co. ("Schwab"), 101 Montgomery
Street, San Francisco, CA was the record owner of 74.26% of the Fund. As a
result, Schwab may be deemed to control the Fund. The Schwab accounts are
omnibus accounts, and the Fund is unaware of any individual investor owning 5%
or more of the Fund.]

     [As of _______, 1999, the officers and trustees as a group own less than
one percent of the Fund.]

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS


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

         A.  Equity Securities. Equity securities include common stock,
preferred stock and common stock equivalents (such as convertible preferred
stock, rights and warrants). Convertible preferred stock is preferred stock that
can be converted into common stock pursuant to its terms. Warrants are options
to purchase equity securities at a specified price valid for a specific time
period. Rights are similar to warrants, but normally have a short duration and
are distributed by the issuer to its shareholders.


         B.  Repurchase Agreements. A repurchase agreement is a short term
investment in which the purchaser (i.e., the Fund) acquires ownership of an
obligation issued by the U.S. Government or by an agency of the U.S. Government
("U.S. Government Obligations") (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
the Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. The Adviser monitors
the creditworthiness of the banks and securities dealers with which the Fund
engages in repurchase transactions, and the Fund will not invest more than 5% of
its net assets in repurchase agreements.


         C.  Illiquid Securities. The portfolio of the 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. The Fund will
not invest more than 5% of its net assets in illiquid securities, including
repurchase agreements maturing in more than seven days.


         D.  Foreign Securities. The Fund may invest in foreign equity
securities including common stock, preferred stock and common stock equivalents
issued by foreign companies, foreign fixed income securities, and American
Depository Receipts ("ADRs"). ADRs are dollar-denominated receipts that are
generally issued in registered form by domestic banks, and represent the deposit
with the bank of a security of a foreign issuer. To the extent that the Fund
does invest in foreign securities, such investments may be subject to special
risks, such as changes in restrictions on foreign currency transactions and
rates of exchange, and changes in the administrations or economic and monetary
policies of foreign governments. The Fund will not invest more than 5% of its
net assets at the time of purchase in foreign securities which are not American
Depository Receipts.


     Purchases of foreign securities are usually made in foreign currencies and,
as a result, the Fund may incur currency conversion costs and may be affected
favorably or unfavorably by changes in the value of foreign currencies against
the U.S. dollar. In addition, there may be less information publicly available
about a foreign company then about a U.S. company, and foreign companies are not
generally subject to accounting, auditing and financial reporting standards and
practices comparable to those in the U.S. Other risks associated with
investments in foreign securities include changes in restrictions on foreign
currency transactions and rates of exchanges, changes in the administrations or
economic and monetary policies of foreign governments, the imposition of
exchange control regulations, the possibility of expropriation decrees and other
adverse foreign governmental action, the imposition of foreign taxes, less
liquid markets, less government supervision of exchanges, brokers and issuers,
difficulty in enforcing contractual obligations, delays in settlement of
securities transactions and greater price volatility. In addition, investing in
foreign securities will generally result in higher commissions than investing in
similar domestic securities.


         E.  Option Transactions. The Fund may engage in option
transactions involving individual securities and market indices up to 5% of the
Fund's net assets, including premiums and potential settlement obligations. An
option involves either (a) the right or the obligation to buy or sell a specific
instrument at a specific price until the expiration date of the option, or (b)
the right to receive payments or the obligation to make payments representing
the difference between the closing price of a market index and the exercise
price of the option expressed in dollars times a specified multiple until the
expiration date of the option. Options are sold (written) on securities and
market indices. The purchaser of an option on a security pays the seller (the
writer) a premium for the right granted but is not obligated to buy or sell the
underlying security. The purchaser of an option on a market index pays the
seller a premium for the right granted, and in return the seller of such an
option is obligated to make the payment. A writer of an option may terminate the
obligation prior to expiration of the option by making an offsetting purchase of
an identical option. Options are traded on organized exchanges and in the
over-the-counter market. Options on securities which the Fund sells (writes)
will be covered or secured, which means that it will own the underlying security
(for a call option); will segregate with the Custodian high quality liquid debt
obligations equal to the option exercise price (for a put 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 the Fund writes options, it may be required to maintain a
margin account, to pledge the underlying securities or U.S. government
obligations or to deposit liquid high quality debt obligations in a separate
account with the Custodian.


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

         F.  Securities Lending. The Fund may make long and short term
loans of its portfolio securities to parties such as broker-dealers, banks, or
institutional investors. Securities lending allows a Fund to retain ownership of
the securities loaned and, at the same time, to earn additional income. Since
there may be delays in the recovery of loaned securities, or even a loss of
rights in collateral supplied, should the borrower fail financially, loans will
be made only to parties whose creditworthiness has been reviewed and deemed
satisfactory by the Adviser. Furthermore, they will only be made if, in the
judgement of the Adviser, the consideration to be earned from such loans would
justify the risk.

         The Adviser understands that it is the current view of the staff of the
Securities and Exchange Commission ("SEC") that a Fund may engage in loan
transactions only under the following conditions: (1) a Fund must receive 100%
collateral in the form of cash, cash equivalents (e.g., U.S. Treasury bills or
notes) or other high grade liquid debt instruments from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Fund must be able to terminate the loan
at any time; (4) the Fund must receive reasonable interest on the loan or a flat
fee from the borrower, as well as amounts equivalent to any dividends, interest,
or other distributions on the securities loaned and to any increase in market
value; (5) the Fund may pay only reasonable custodian fees in connection with
the loan; and (6) the Board of Trustees must be able to vote proxies on the
securities loaned, either by terminating the loan or by entering into an
alternative arrangement with the borrower.

         Cash received through loan transactions may be invested in any security
in which the Fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).


INVESTMENT LIMITATIONS


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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

         ii.  Borrowing. The Fund will not purchase any security while
borrowings (including reverse repurchase agreements) representing more than 5%
of its total assets are outstanding. The Fund will not enter into reverse
repurchase agreements.

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

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

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

         vi.  Illiquid Investments. The Fund will not invest more than 5% of
its net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities, including repurchase
agreements maturing in more than seven days.


THE INVESTMENT ADVISER


     The Fund's investment adviser is Carl Domino Associates, L.P., 580 Village
Blvd., Suite 225, West Palm Beach, Florida 33409. Carl Domino, Inc. and CW
Partners may both be deemed to control the Adviser due to their respective share
of ownership of the Adviser.


         Under the terms of the management agreement (the "Agreement"), the
Adviser manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a
fee computed and accrued daily and paid monthly at an annual rate of 1.50% of
the average daily net assets of the Fund. The Adviser may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the Adviser to waive any fees in the future. For the period _____, 1998
(commencement of operations) through October 31, 1999, the Fund paid advisory
fees of $________.


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

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


TRUSTEES AND OFFICERS

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

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

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

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

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

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

*Kenneth D. Trumpfheller             President and    President, Treasurer and Secretary of AmeriPrime Financial Services,

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

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

Paul S. Bellany                      Secretary,       Secretary, Treasurer and Chief Financial Officer of AmeriPrime


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

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

Steve L. Cobb                        Trustee          President of Chandler Engineering Company, L.L.C., oil and gas

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

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

Gary E. Hippenstiel                  Trustee          Director, Vice President and Chief Investment Officer of Legacy

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


     The compensation paid to the Trustees of the Trust for the Fund's fiscal
year ended October 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.

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

                                           AGGREGATE                TOTAL COMPENSATION


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

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

Steve L. Cobb                                 $____                        $____

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

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

Gary E. Hippenstiel                           $____                        $____

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


PORTFOLIO TRANSACTIONS AND BROKERAGE

         Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for the Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Fund's adviser 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 Adviser is specifically authorized to select brokers or dealers who
also provide brokerage and research services to the Fund and/or the other
accounts over which the Adviser 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 Adviser 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 Adviser's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.

         Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Adviser in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Adviser, 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
Adviser that the review and study of the research and other information will not
reduce the overall cost to the Adviser 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.


         To the extent that the Trust and another of the Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection. For the period _________, 1998 (commencement of
operations) through October 31, 1999, the Fund paid brokerage commissions of
$_____.

DETERMINATION OF SHARE PRICE


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


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

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

INVESTMENT PERFORMANCE

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


                    P(1+T)n=ERV

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

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


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


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

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


CUSTODIAN

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

TRANSFER AGENT

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

ACCOUNTANTS

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

DISTRIBUTOR

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

ADMINISTRATOR

         The Fund retains AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. For the period ______, 1998 (commencement of operations) through
October 31, 1999 the Administrator received $____, from the Advisor (not the
Fund) for these services.

FINANCIAL STATEMENTS

         The financial statements and independent auditor's report required to
be included in the Statement of Additional Information will be incorporated
herein by reference to the Fund's Annual Report to Shareholders for the period
ended October 31, 1999 by subsequent amendment. The Trust will provide the
Annual Report without charge by calling the Fund at 1-800-506-9922.


<PAGE>


                           CORBIN SMALL-CAP VALUE FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                January __, 2000

         This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Corbin Small-Cap Value
Fund dated January __, 2000. This SAI incorporates by reference the Fund's
Annual Report to Shareholders for the fiscal year ended October 31, 1999
("Annual Report"). A free copy of the Prospectus can be obtained by writing the
Transfer Agent at Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, NY
11788, or by calling 1-800-924-6848.

                               TABLE OF CONTENTS

DESCRIPTION OF THE TRUST AND FUND..............................................3


ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS

AND RISK CONSIDERATIONS........................................................3

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

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

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

PORTFOLIO TRANSACTIONS AND BROKERAGE...........................................8

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

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

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

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

ACCOUNTANTS...................................................................11

DISTRIBUTOR...................................................................11

ADMINISTRATOR.................................................................11

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


2815



<PAGE>



DESCRIPTION OF THE TRUST AND FUND

     Corbin Small-Cap Value Fund (the "Fund") was organized as a series of
AmeriPrime Funds (the "Trust") on June 10, 1997. The Trust is an open-end
investment company established under the laws of Ohio by an Agreement and
Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust
Agreement permits the Trustees to issue an unlimited number of shares of
beneficial interest of separate series without par value. The Fund is


one of a series of funds currently authorized by the Trustees.


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

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

         As of ________, 1999, the following persons may be deemed to
beneficially own or hold of record five percent (5%) or more of the Fund:
[Donaldson Lufkin Jenrette Securities Corp. ("DLJ"), P.O. Box 2052, Jersey City,
New Jersey - 6.36% (of record); 2525 Company, 2525 Ridgmar Blvd., Fort Worth,
Texas - 23.47% (beneficial); Charles Schwab & Co. ("Schwab"), 101 Montgomery
Street, San Francisco, CA 94104 - 32.40% (of record). As a result, Schwab may be
deemed to control the Fund. The Schwab and DLJ accounts are omnibus accounts,
and the Fund is unaware of any individual investor within the accounts owning 5%
or more of the Fund.]

         As of _______, 1999 the officers and trustees as a group own less than
one percent of the Fund.

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS


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


     A. Equity Securities. Equity securities consist of common stock, preferred
stock and common stock equivalents (such as convertible preferred stock, rights
and warrants). Common stocks, the most familiar type, represent an equity
(ownership) interest in a corporation. Warrants are options to purchase equity
securities at a specified price for a specific time period. Rights are similar
to warrants, but normally have a short duration and are distributed by the
issuer to its shareholders. Although equity securities have a history of
long-term growth in value, their prices fluctuate based on changes in a
company's financial condition and on overall market and economic conditions.
Equity securities also include common stocks and common stock equivalents of
domestic real estate investment trusts and other companies that operate as real
estate corporations or that have a significant portion of their assets in real
estate. The Fund will not acquire any direct ownership of real estate.

         The Fund may invest in foreign equity securities, including, but not
limited to, the purchase of American Depository Receipts. American Depository
Receipts are dollar-denominated receipts that are generally issued in registered
form by domestic banks, and represent the deposit with the bank of a security of
a foreign issuer. To the extent that the Fund does invest in foreign securities,
such investments may be subject to special risks, such as changes in
restrictions on foreign currency transactions and rates of exchange, and changes
in the administrations or economic and monetary policies of foreign governments.
The Fund will not invest more than 5% of its net assets at the time of purchase
in foreign securities.

     B. Convertible Securities. A convertible security is a bond or preferred
stock that may be converted at a stated price within a specific period of time
into a specified number of shares of common stock of the same or different
issuer. Convertible securities are senior to common stock in a corporation's
capital structure, but usually are subordinated to non-convertible debt
securities. While providing a fixed income stream generally higher in yield than
in the income derived from a common stock but lower than that afforded by a
non-convertible debt security, a convertible security also affords an investor
the opportunity, through its conversion feature, to participate in the capital
appreciation of common stock into which it is convertible. The Advisor expects
that generally the convertible securities in which the Fund will invest will be
rated at least B by S&P or Moody's or, it unrated, of comparable quality in the
opinion of the Advisor.

         In general, the market value of a convertible security is the higher of
its investment value (its value as a fixed income security) or its conversion
value (the value of the underlying shares of common stock if the security is
converted). As a fixed income security, the market value of a convertible
security generally increases when interest rates decline and generally decreases
when interest rates rise; however, the price of a convertible security generally
increases as the market value of the underlying stock increases, and generally
decreases as the market value of the underlying stock declines. Investments in
convertible securities generally entail less risk than investments in the common
stock of the same issuer.

     C. Preferred Stock. Preferred stock has a preference in liquidation (and,
generally dividends) over common stock but is subordinated in liquidation to
debt. As a general rule the market value of preferred stocks with fixed dividend
rates and no conversion rights varies inversely with interest rates and
perceived credit risk, with the price determined by the dividend rate. Some
preferred stocks are convertible into other securities, for example common
stock, at a fixed price and ratio or upon the occurrence of certain events. The
market price of convertible preferred stocks generally reflects an element of
conversion value. Because many preferred stocks lack a fixed maturity date,
these securities generally fluctuate substantially in value when interest rates
change; such fluctuations often exceed those of long-term bonds of the same
issuer. Some preferred stocks pay an adjustable dividend that may be based on an
index, formula, auction procedure or other dividend rate reset mechanism. In the
absence of credit deterioration, adjustable rate preferred stocks tend to have
more stable market values than fixed rate preferred stocks. All preferred stocks
are also subject to the same types of credit risks of the issuer as corporate
bonds. In addition, because preferred stock is junior to debt securities and
other obligations of an issuer, deterioration in the credit rating of the issuer
will cause greater changes in the value of a preferred stock than in a more
senior debt security with similar yield characteristics. Preferred stocks may be
rated by S&P and Moody's although there is no minimum rating which a preferred
stock must have (and a preferred stock may not be rated) to be an eligible
investment for the Fund. The Advisor expects, however, that generally the
preferred stocks in which the Fund invests will be rated at least CCC by S&P or
Caa by Moody's or, if unrated, of comparable quality in the opinion of the
Advisor. Preferred stocks rated CCC by S&P are regarded as predominantly
speculative with respect to the issuer's capacity to pay preferred stock
obligations and represent the highest degree of speculation among securities
rated between BB and CCC; preferred stocks rated Caa by Moody's are likely to be
in arrears on dividend payments. Moody's rating with respect to preferred stocks
does not purport to indicate the future status of payments of dividends.

     D. Foreign Securities. The Fund may invest up to 5% of its net assets in
foreign equity securities including common stock, preferred stock and common
stock equivalents issued by foreign companies. Purchases of foreign securities
are usually made in foreign currencies and, as a result, the Fund may incur
currency conversion costs and may be affected favorably or unfavorably by
changes in the value of foreign currencies against the U.S. dollar. In addition,
there may be less information publicly available about a foreign company than
about a U.S. company, and foreign companies are not generally subject to
accounting, auditing and financial reporting standards and practices comparable
to those in the U.S. Other risks associated with investments in foreign
securities include changes in restrictions on foreign currency transactions and
rates of exchanges, changes in the administrations or economic and monetary
policies of foreign governments, the imposition of exchange control regulations,
the possibility of expropriation decrees and other adverse foreign governmental
action, the imposition of foreign taxes, less liquid markets, less government
supervision of exchanges, brokers and issuers, difficulty in enforcing
contractual obligations, delays in settlement of securities transactions and
greater price volatility. In addition, investing in foreign securities will
generally result in higher commissions than investing in similar domestic
securities.

     E. Financial Services Industry Obligations. The Fund may invest up to 5% of
its net assets in each of the following obligations of the financial services
industry:


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

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

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


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

         G. Illiquid Securities. The portfolio of the 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. The Fund will
not invest more than 5% of its net assets in illiquid securities.

INVESTMENT LIMITATIONS


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

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

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

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

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

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

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

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

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

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

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

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

         2. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding. The Fund will not enter into reverse repurchase
agreements.

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

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

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

         6. Illiquid Investments. The Fund will not invest more than 5% of its
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.


THE INVESTMENT ADVISOR


         The Fund's investment advisor is Corbin & Company, 6300 Ridglea Place,
Suite 1111, Fort Worth, Texas (the "Advisor"). David A. Corbin may be deemed to
be a controlling person of the Advisor due to his ownership of shares of the
corporation, and his position as Chairman and President of the Advisor.


         Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 1.25% of
the average daily net assets of the Fund. The Advisor may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the Advisor to waive any fees in the future. For the period June 30,
1997 (commencement of operations) through October 31, 1997 and for the fiscal
years ended October 31, 1998 and 1999 the Fund paid advisory fees of $2,991,
$25,371 and _____, respectively .


         The Advisor retains the right to use the name "Corbin" 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 "Corbin"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the Advisor on ninety days written notice.

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


TRUSTEES AND OFFICERS

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

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

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

          NAME, AGE AND ADDRESS                  POSITION                        PRINCIPAL OCCUPATIONS DURING


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

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

  Kenneth D. Trumpfheller               President and Trustee      President, Treasurer and Secretary of AmeriPrime


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

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

  Paul S. Bellany                       Secretary, Treasurer       Secretary, Treasurer and Chief Financial Officer of


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

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

  Steve L. Cobb                         Trustee                    President of Chandler Engineering Company, L.L.C., oil


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

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

  Gary E. Hippenstiel                   Trustee                    Director, Vice President and Chief Investment Officer


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


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

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

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

                                               AGGREGATE COMPENSATION   TOTAL COMPENSATION FROM TRUST


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

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

Steve L. Cobb                                            $____                      $_____

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

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

Gary E. Hippenstiel                                      $____                      $_____

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


PORTFOLIO TRANSACTIONS AND BROKERAGE

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


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

         Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Fund
under the Agreement.

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


         When the Fund and another of the Advisor's clients seek to purchase or
sell the same security at or about the same time, the Advisor may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Fund because of the increased volume of the
transaction. If the entire blocked order is not filled, the Fund may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Fund may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated by random client
selection, grouping discretionary and non-discretionary accounts, and in a
manner to reduce custodian transaction costs. For the period June 30, 1997
(commencement of operations) through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999, the Fund paid brokerage commissions of $3,352,
$18,547 and $_____, respectively.

DETERMINATION OF SHARE PRICE

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

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

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

         For additional information about the methods used to determine the net
asset value (share price), see "Determination of Net Asset Value" in the
Prospectus.

INVESTMENT PERFORMANCE

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


                           P(1+T)n=ERV

Where:            P        =        a hypothetical $1,000 initial investment
                  T        =        average annual total return
                  n        =        number of years

                  ERV      =        ending redeemable value at the end of the
                                    applicable period of the hypothetical $1,000
                                    investment made at the beginning of the
                                    applicable period.

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


         The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period June 30,
1997 (commencement of operations) through October 31, 1997 and for the fiscal
years ended October 31, 1998 and 1999, the Fund's average annual total return
was 34.19%, annualized, 36.07% and ___%, respectively.


         From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Russell 2000 Index or the S&P 600 Small-Cap Index.

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


CUSTODIAN

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

TRANSFER AGENT

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

ACCOUNTANTS

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

DISTRIBUTOR

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


ADMINISTRATOR


         The Fund retain AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake TX 76092, (the "Administrator") to manage the Fund's
business affairs and provide the Fund with administrative services, including
all regulatory reporting and necessary office equipment, personnel and
facilities. For the period June 30, 1997 (commencement of operations) through
October 31, 1997 and for the fiscal years ended October 31, 1998 and 1999, the
Administrator received $15,000, $30,000 and $__________, respectively, from the
Advisor (not the Fund) for these services.

FINANCIAL STATEMENTS

         The financial statements and independent auditor's report required to
be included in the Statement of Additional Information will be incorporated
herein by reference to the Fund's Annual Report to Shareholders for the fiscal
year ended October 31, 1999 by subsequent amendment. The Trust will provide the
Annual Report without charge by calling the Fund at 1-800-924-6848.






<PAGE>



                         FOUNTAINHEAD KALEIDOSCOPE FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                November 1, 1999

         This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of Fountainhead Kaleidoscope Fund
dated November 1, 1999. A free copy of the Prospectus can be obtained by writing
the Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana
46204, or by calling 1-800-868-9535.


TABLE OF CONTENTS                                                           PAGE

DESCRIPTION OF THE TRUST AND THE FUND..........................................1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK


CONSIDERATIONS.................................................................2

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

THE INVESTMENT ADVISOR........................................................11

TRUSTEES AND OFFICERS.........................................................12

PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................13

DETERMINATION OF SHARE PRICE..................................................14


INVESTMENT


PERFORMANCE...................................................................14

CUSTODIAN.....................................................................16

TRANSFER AGENT................................................................16

ACCOUNTANTS...................................................................16

DISTRIBUTOR...................................................................16

ADMINISTRATOR.................................................................16

9296



<PAGE>


DESCRIPTION OF THE TRUST AND THE FUND


         Fountainhead Kaleidoscope Fund (the "Fund") was organized as a
diversified series of AmeriPrime Funds (the "Trust") on September 29, 1999. The
Trust is an open-end investment company established under the laws of Ohio by an
Agreement and Declaration of Trust dated August 8, 1995 (the "Trust Agreement").
The Trust Agreement permits the Trustees to issue an unlimited number of shares
of beneficial interest of separate series without par value. The Fund is one of
a series of funds currently authorized by the Trustees. The investment advisor
to the Fund is King Investment Advisors, Inc. (the "Advisor").


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


         Prior to the public offering of the Fund, AmeriPrime Financial
Securities, Inc. (the Fund's distributor), 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, purchased all of the outstanding shares of the Fund and
may be deemed to control the Fund. After the public offering commences, it is
anticipated that AmeriPrime Financial Securities, Inc. will no longer control
the Fund. As the controlling shareholder, AmeriPrime Financial Securities, Inc.
would control the outcome of any proposal submitted to the shareholders for
approval, including changes to the Fund's fundamental policies or the terms of
the management agreement with the Fund's advisor.


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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

         This section contains a more detailed discussion of some of the
investments the Fund may make and some of the techniques it may use, as
described in the Prospectus (see "Investment Objectives and Strategies" and
"Investment Policies and Techniques and Risk Considerations").

         A. Equity Securities. Equity securities include common stock, preferred
stock and common stock equivalents (such as convertible preferred stock, rights
and warrants). Convertible preferred stock is preferred stock that can be
converted into common stock pursuant to its terms. Warrants are options to
purchase equity securities at a specified price valid for a specific time
period. Rights are similar to warrants, but normally have a short duration and
are distributed by the issuer to its shareholders. The Fund may invest up to 5%
of its net assets at the time of purchase in rights or warrants.


         B. Fixed Income Securities. The Fund may invest in fixed income
securities. Fixed income securities include corporate debt securities, U.S.
government securities, and participation interests in such securities. Fixed
income securities are generally considered to be interest rate sensitive, which
means that their value will generally decrease when interest rates rise and
increase when interest rates fall. Securities with shorter maturities, while
offering lower yields, generally provide greater price stability than
longer-term securities and are less affected by changes in interest rates.

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

         U.S. government obligations may be backed by the credit of the
government as a whole or only by the issuing agency. U.S. Treasury bonds, notes,
and bills, and some agency securities, such as those issued by the Federal
Housing Administration and the Government National Mortgage Association (GNMA),
are backed by the full faith and credit of the U.S. government as to payment of
principal and interest and are the highest quality government securities. Other
securities issued by U.S. government agencies or instrumentalities, such as
securities issued by the Federal Home Loan Banks and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the issuing agency,
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.

         The Fund may buy and sell securities on a when issued or
delayed-delivery basis, with payment and delivery taking place at a future date.
The price and interest rate that will be received on the securities are each
fixed at the time the buyer enters into the commitment. The Fund may enter into
such forward commitments if they hold, and maintain until the settlement date in
a separate account at the Fund's Custodian, cash, or U.S. government securities
in an amount sufficient to meet the purchase price. The Fund will not invest
more than 25% of its total assets in forward commitments. Forward commitments
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date. Any change in value could increase fluctuations in
the Fund's share price and yield. Although the Fund will generally enter into
forward commitments with the intention of acquiring securities for its
portfolio, the Fund may dispose of a commitment prior to the settlement if the
Advisor deems it appropriate.

         C. Repurchase Agreements. A repurchase agreement is a short-term
investment in which the purchaser (i.e., the 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 the Fund
engages will require full collateralization of the seller's obligation during
the entire term of the repurchase agreement. In the event of a bankruptcy or
other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered securities dealers determined
by the Advisor (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 Fund engages in repurchase transactions, and the Fund will not
invest more than 5% of its net assets in repurchase agreements.

         D. Reverse Repurchase Agreements. Reverse repurchase agreements involve
sales of portfolio securities by the Fund to member banks of the Federal Reserve
System or recognized securities dealers, concurrently with an agreement by the
Fund to repurchase the same securities at a later date at a fixed price, which
is generally equal to the original sales price plus interest. The Fund retains
record ownership and the right to receive interest and principal payments on the
portfolio security involved. The Fund's objective in such a transaction would be
to obtain funds to pursue additional investment opportunities whose yield would
exceed the cost of the reverse repurchase transaction. Generally, the use of
reverse repurchase agreements should reduce portfolio turnover and increase
yield.

         In connection with each reverse repurchase agreement, the Fund will
direct its Custodian to place cash or U.S. government obligations in a separate
account in an amount equal to the repurchase price. In the event of bankruptcy
or other default by the purchaser, the Fund could experience both delays in
repurchasing the portfolio securities and losses. The Fund will not invest more
than 5% of its net assets in reverse repurchase agreements.

         E. Illiquid Securities. The portfolio of the 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 and reverse repurchase
agreements maturing in more than seven days, nonpublicly offered securities and
restricted securities. Restricted securities are securities the resale of which
is subject to legal or contractual restrictions. Restricted securities may be
sold only in privately negotiated transactions, in a public offering with
respect to which a registration statement is in effect under the Securities Act
of 1933 or pursuant to Rule 144 or Rule 144A promulgated under such Act. Where
registration is required, the Fund may be obligated to pay all or part of the
registration expense, and a considerable period may elapse between the time of
the decision to sell and the time such security may be sold under an effective
registration statement. If during such a period adverse market conditions were
to develop, the Fund might obtain a less favorable price than the price it could
have obtained when it decided to sell. The Fund will not invest more than 15% of
its net assets in illiquid securities.

         F. Mortgage-Related Securities. Mortgage-related securities include
securities representing interests in a pool of mortgages. These securities,
including securities issued by FNMA, GNMA and the Federal Home Loan Mortgage
Corporation, provide investors with payments consisting of both interest and
principal as the mortgages in the underlying mortgage pools are repaid. The Fund
will only invest in pools of mortgage loans assembled for sale to investors by
agencies or instrumentalities of the U.S. government and will limit its
investment to 5% of its net assets. Unscheduled or early payments on the
underlying mortgages may shorten the securities' effective maturities.


                  Other types of securities representing interests in a pool of
mortgage loans are known as collateralized mortgage obligations (CMOs) and real
estate mortgage investment conduits (REMICs) and multi-class pass-throughs. CMOs
and REMICs are debt instruments collateralized by pools of mortgage loans or
other mortgage-backed securities. Multi-class pass-through securities are equity
interests in a trust composed of mortgage loans or other mortgage-backed
securities. Payments of principal and interest on underlying collateral provides
the funds to pay debt service on the CMO or REMIC or make scheduled
distributions on the multi-class pass-through securities. The Fund will only
invest in CMOs, REMICs and multi-class pass-through securities (collectively
"CMOs" unless the context indicates otherwise) issued by agencies or
instrumentalities of the U.S. government (such as the Federal Home Loan Mortgage
Corporation). Neither Fund will invest in "stripped" CMOs, which represent only
the income portion or the principal portion of the CMO.

         CMOs are issued with a variety of classes or "tranches," which have
different maturities and are often retired in sequence. One or more tranches of
a CMO may have coupon rates which reset periodically at a specified increment
over an index such as the London Interbank Offered Rate ("LIBOR"). These
"floating rate CMOs," typically are issued with lifetime "caps" on their coupon
rate, which means that there is a ceiling beyond which the coupon rate may not
be increased. The yield of some floating rate CMOs varies in excess of the
change in the index, which would cause the value of such CMOs to fluctuate
significantly once rates reach the cap.

         REMICs, which have elected to be treated as such under the Internal
Revenue Code, are private entities formed for the purpose of holding a fixed
pool of mortgages secured by an interest in real property. REMICs are similar to
CMOs in that they issue multiple classes of securities. As with other CMOs, the
mortgages which collateralize the REMICs in which a Fund may invest include
mortgages backed by GNMA certificates or other mortgage pass-throughs issued or
guaranteed by the U.S. government, its agencies or instrumentalities.

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


         G. Foreign Securities. While the Fund ordinarily will invest in common
stocks of U.S. companies, it may invest in foreign companies through the
purchase of American Depository Receipts (ADRs). ADRs are dollar-denominated
receipts generally issued in registered form by domestic banks, and represent
the deposit with the bank of a security of a foreign issuer. To the extent that
the Fund does invest in foreign securities, such investments may be subject to
special risks, such as changes in restrictions on foreign currency transactions
and rates of exchange, and changes in the administrations or economic and
monetary policies of foreign governments. The Fund may also invest up to 5% of
its net assets at the time of purchase in foreign equity securities including
common stock, preferred stock and common stock equivalents issued by foreign
companies, and foreign fixed income securities. Foreign fixed income securities
include corporate debt obligations issued by foreign companies and debt
obligations of foreign governments or international organizations. This category
may include floating rate obligations, variable rate obligations, Yankee dollar
obligations (U.S. dollar denominated obligations issued by foreign companies and
traded on U.S. markets) and Eurodollar obligations (U.S. dollar denominated
obligations issued by foreign companies and traded on foreign markets). The Fund
has no present intention to invest in unsponsored ADRs.


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

         Purchases of foreign securities are usually made in foreign currencies
and, as a result, the Fund may incur currency conversion costs and may be
affected favorably or unfavorably by changes in the value of foreign currencies
against the U.S. dollar. In addition, there may be less information publicly
available about a foreign company then about a U.S. company, and foreign
companies are not generally subject to accounting, auditing and financial
reporting standards and practices comparable to those in the U.S. Other risks
associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the administrations or economic and monetary policies of foreign governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets, less government supervision of exchanges, brokers
and issuers, difficulty in enforcing contractual obligations, delays in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.


         H. Option Transactions. Up to 5% of the Fund's net assets may be
invested in option transactions involving individual securities and market
indices. An option involves either (a) the right or the obligation to buy or
sell a specific instrument at a specific price until the expiration date of the
option, or (b) the right to receive payments or the obligation to make payments
representing the difference between the closing price of a market index and the
exercise price of the option expressed in dollars times a specified multiple
until the expiration date of the option. Options are sold (written) on
securities and market indices. The purchaser of an option on a security pays the
seller (the writer) a premium for the right granted but is not obligated to buy
or sell the underlying security. The purchaser of an option on a market index
pays the seller a premium for the right granted, and in return the seller of
such an option is obligated to make the payment. A writer of an option may
terminate the obligation prior to expiration of the option by making an
offsetting purchase of an identical option. Options are traded on organized
exchanges and in the over-the-counter market. Options on securities which the
Fund sells (writes) will be covered or secured, which means that it will own the
underlying security (for a call option); will segregate with the Custodian high
quality liquid debt obligations equal to the option exercise price (for a put
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 the Fund writes options, it may be required to
maintain a margin account, to pledge the underlying securities or U.S.
government obligations or to deposit liquid high quality debt obligations in a
separate account with the Custodian.


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


         I. Hedging Transactions. The Fund may hedge all or a portion of its
portfolio investments through the use of options and futures contracts. The
objective of the hedging program is to protect a profit or offset a loss in a
portfolio security from future price erosion or to assure a definite price for a
security by acquiring the right or option to purchase or to sell a fixed amount
of the security at a future date. For example, in order to hedge against the
risk that the value of the Fund's portfolio securities may decline, the fund
might sell futures contracts on stock indices. When hedging of this character is
successful, any depreciation in the value of the hedged portfolio securities
will be substantially offset by an increase in the Fund's equity in the stock
index futures position. When hedging of this character is unsuccessful, the Fund
could lose more money than it originally invested in the hedged portfolio
security.


         There is no assurance that the objective of the hedging program will be
achieved, since the success of the program will depend on the Advisor's ability
to predict the future direction of the relevant security or stock index, and
incorrect predictions by the Advisor may have an adverse effect on the Fund. In
this regard, skills and techniques necessary to arrive at such predictions are
different from those needed to predict price changes in individual stocks.

         A stock index futures contract is a binding contractual commitment
which involves the payment or receipt of payments representing, respectively,
the loss or gain of a specified market index. Ordinarily, the Fund would enter
into stock index futures contracts to hedge its investments in common stocks.
Futures contracts are traded on exchanges licensed and regulated by the
Commodity Futures Trading Commission. The Fund will be subject to any
limitations imposed by the exchanges with respect to futures contracts trading
and positions. A clearing corporation associated with the particular exchange
assumes responsibility for all purchases and sales and guarantees delivery and
payment on the contracts. Although most futures contracts call for actual
delivery or acceptance of the underlying securities or currency, in most cases
the contracts are closed out before settlement date without the making or taking
of delivery. Closing out is accomplished by entering into an offsetting
transaction, which may result in a profit or a loss. There is no assurance that
the Fund will be able to close out a particular futures contract.

         A hedging strategy involving options and futures contracts entails some
risks. For example, the total premium paid for an option may be lost if the Fund
does not exercise the option or futures contract, or the writer does not perform
his obligations. It is also possible that the futures contracts selected by the
Fund will not follow the price movement of the underlying stock index. If this
occurs, the hedging strategy may not be successful. Further, if the Fund sells a
stock index futures contract and is required to pay an amount measured by any
increase in the market index, it will be exposed to an indeterminate liability.
In addition, a liquid secondary market may not exist for any particular option
or futures contract at any specific time.

         The Fund will incur transactional costs in connection with the hedging
program. When the Fund purchases or sells a futures contract, an amount of cash
and liquid assets will be deposited in a segregated account with the Trust's
Custodian to guarantee performance of the futures contract. The amount of such
deposits will depend upon the requirements of each exchange and broker and will
vary with each futures contract. Because open futures contract positions are
marked to market and gains and losses are settled on a daily basis, the Fund may
be required to deposit additional funds in such a segregated account if it has
incurred a net loss on its open futures contract positions on any day.

         The Trust has filed a supplemental notice of eligibility with the
Commodity Futures Trading Commission ("CFTC") to claim relief from regulation as
a commodity "pool" within the meaning of the CFTC's regulations. In its filing,
the Trust has represented that the Fund's transactions in futures contracts will
constitute bona fide hedging transactions within the meaning of such regulations
and that the Fund will enter into commitments which require as deposits for
initial margin for futures contracts no more than 5% of the fair market value of
its assets.


         J. Short Sales. The Fund may sell a security short in anticipation of a
decline in the market value of the security. When the Fund engages in a short
sale, it sells a security which it does not own. To complete the transaction,
the Fund must borrow the security in order to deliver it to the buyer. The Fund
must replace the borrowed security by purchasing it at the market price at the
time of replacement, which may be more or less than the price at which the Fund
sold the security. The Fund will incur a loss as a result of the short sale if
the price of the security increases between the date of the short sale and the
date on which the Fund replaces the borrowed security. The Fund will realize a
profit if the security declines in price between those dates.


         In connection with its short sales, the Fund will be required to
maintain a segregated account with its Custodian of cash or high grade liquid
assets equal to the market value of the securities sold less any collateral
deposited with its broker. The Fund will limit its short sales so that no more
than 5% of its net assets (less all its liabilities other than obligations under
the short sales) will be deposited as collateral and allocated to the segregated
account. However, the segregated account and deposits will not necessarily limit
the Fund's potential loss on a short sale, which is unlimited. The Fund's policy
with respect to short sales is non-fundamental, and may be changed by the Board
of Trustees without the vote of the Fund's shareholders.


         K. Loans of Portfolio Securities. The Fund may make loans of its
portfolio securities. Under the lending policy authorized by the Board of
Trustees and implemented by the Advisor in response to requests of
broker-dealers or institutional investors which the Advisor deems qualified, the
borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 102% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities, and it
may terminate such loans at any time or reacquire such securities in time to
vote on any matter which the Board of Trustees determines to be serious. With
respect to loans of securities, there is the risk that the borrower may fail to
return the loaned securities or that the borrower may not be able to provide
additional collateral.

         L.. Borrowing. The Fund may borrow up to one third of the value of its
total assets as a temporary measure for extraordinary or emergency purposes
(including borrowing to meet redemption requests). Because the Fund's
investments will fluctuate in value, whereas the interest obligations on
borrowed funds may be fixed, during times of borrowing, the Funds' net asset
value may tend to increase more when its investments increase in value, and
decrease more when its investments decrease in value. In addition, interest
costs on borrowings may fluctuate with changing market interest rates and may
partially offset or exceed the return earned on the borrowed funds. Also, during
times of borrowing under adverse market conditions, the Fund might have to sell
portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales. The Fund will
not purchase any securities while borrowings representing more than 5% of its
assets are outstanding.


INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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


         2. Borrowing. The Fund will generally borrow only for liquidity
purposes. The Fund will not purchase any security while borrowings (including
reverse repurchase agreements) representing more than 5% of its total assets are
outstanding. The Fund will not invest more then 5% of its net assets in reverse
repurchase agreements.


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


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

         5. Illiquid Investments. The Fund may invest up to 15% of its net
assets in securities for which there are legal or contractual restrictions on
resale and other illiquid securities.

         6. Repurchase Agreements. The Fund will not invest more than 5% of its
net assets in repurchase agreements.




<PAGE>


THE INVESTMENT ADVISOR


         The investment advisor to the Fountainhead Kaleidoscope Fund is King
Investment Advisors, Inc., 1980 Post Oak Boulevard, Suite 2400, Houston, Texas
77056-3898(the "Advisor"). Roger E. King may be deemed to be a controlling
person of the Advisor due to his ownership of a majority of its shares.

         Under the terms of the management agreement (the "Agreement"), the
Advisor manages each Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee (based on average daily net assets) computed and accrued daily and paid
monthly at the annual rate 1.75%.

         The Advisor retains the right to use the names "Fountainhead,"
"Kaleidoscope" or any variation thereof 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 "Fountainhead Kaleidoscope"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the Advisor on ninety days written notice.

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


TRUSTEES AND OFFICERS

         The Board of Trustees supervises the business activities of the Trust.
The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S>                                  <C>              <C>
==================================== ---------------- ======================================================================
NAME, AGE AND ADDRESS                POSITION                        PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================

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

*Kenneth D. Trumpfheller             President and    President, Treasurer and Secretary of AmeriPrime Financial Services,

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

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

Paul S. Bellany                      Secretary,       Secretary, Treasurer and Chief Financial Officer of AmeriPrime


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

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

Steve L. Cobb                        Trustee          President of Chandler Engineering Company, L.L.C., oil and gas

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

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

Gary E. Hippenstiel                  Trustee          Director, Vice President and Chief Investment Officer of Legacy

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

         The compensation paid to the Trustees of the Trust for the fiscal year
ended October 31, 1998 is set forth in the following table. Trustee fees are
Trust expenses and each series of the Trust pays a portion of the Trustee fees.

==================================== ----------------------- ==================================
                                     AGGREGATE               TOTAL COMPENSATION

==================================== ----------------------- ==================================
==================================== ----------------------- ==================================
Kenneth D. Trumpfheller                         0                            0
==================================== ----------------------- ==================================
==================================== ----------------------- ==================================
Steve L. Cobb                                $4,000                       $4,000
==================================== ----------------------- ==================================
==================================== ======================= ==================================
Gary E. Hippenstiel                          $4,000                       $4,000
==================================== ======================= ==================================
</TABLE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

         Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund 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
Fund. Although research services and other information are useful to the Fund
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Fund
under the Agreement.

         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.

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

DETERMINATION OF SHARE PRICE


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


INVESTMENT PERFORMANCE

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

                        P(1+T)n=ERV

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

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates that the maximum sales load is
deducted from the initial $1,000 and that a complete redemption occurs at the
end of the applicable period. If the Fund has been in existence less than one,
five or ten years, the time period since the date of the initial public offering
of shares will be substituted for the periods stated.

         The Fund may also advertise performance information (a
"non-standardized quotation") which is calculated differently from average
annual total return. A non-standardized quotation of total return may be a
cumulative return which measures the percentage change in the value of an
account between the beginning and end of a period, assuming no activity in the
account other than reinvestment of dividends and capital gains distributions. A
non-standardized quotation may also be an average annual compounded rate of
return over a specified period, which may be a period different from those
specified for average annual total return. In addition, a non-standardized
quotation may be an indication of the value of a $10,000 investment (made on the
date of the initial public offering of the Fund's shares) as of the end of a
specified period. These non-standardized quotations do not include the effect of
the applicable sales load which, if included, would reduce the quoted
performance. A non-standardized quotation of total return will always be
accompanied by the Fund's average annual total return as described above.

         The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue.


         From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be representative of or similar to the portfolio holdings of the Fund or
considered to be representative of the stock market in general. The Fund may use
the Standard & Poor's 500 Stock Index, the NASDAQ Composite Index, the Russell
2000 Index or the Dow Jones Industrial Average.


         In addition, the performance of the Fund may be compared to other
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 may not be the same as those of
the Fund. Performance rankings and ratings reported periodically in national
financial publications such as Barron's and Fortune also may be used.

CUSTODIAN

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

TRANSFER AGENT


         Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholder inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Fund with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the Advisor equal to 0.0275% of the Fund's assets up to $100 million
(subject to various monthly minimum fees, the maximum being $2,000 per month for
assets of $20 to $100 million).


ACCOUNTANTS

         The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Trust
for the fiscal year ending October 31, 1999. McCurdy & Associates performs an
annual audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.


<PAGE>


DISTRIBUTOR


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

ADMINISTRATOR

         The Fund retains AmeriPrime Financial Services, Inc. (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment, personnel and facilities. The Administrator receives a monthly fee
from the Adviser equal to an annual average rate of 0.10% of the Fund's average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets from fifty to one hundred million dollars and 0.050% of the fund's
average daily net assets over one hundred million dollars.



<PAGE>



                               MARATHON VALUE FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                January __, 2000

         This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Marathon Value Fund
dated January __, 2000. This SAI incorporates by reference the Fund's Annual
Report to Shareholders for the fiscal year ended October 31, 1999 ("Annual
Report"). A free copy of the Prospectus can be obtained by writing the Transfer
Agent at Unified Financial Services, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, or by calling (877) 687-7859, or by calling (800)
788-6086.


                                TABLE OF CONTENTS

                                                                            PAGE


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


ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK


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

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

THE INVESTMENT ADVISOR.........................................................8

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

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

DETERMINATION OF SHARE PRICE..................................................11

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

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

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

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

DISTRIBUTOR...................................................................13

ADMINISTRATOR.................................................................13

FINANCIAL STATEMENTS..........................................................13

5936



<PAGE>



DESCRIPTION OF THE TRUST AND FUND

         Marathon Value Fund (the "Fund") was organized as a series of
AmeriPrime Funds (the "Trust") on December 29, 1997. The Trust is an open-end
investment company established under the laws of Ohio by an Agreement and
Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust
Agreement permits the Trustees to issue an unlimited number of shares of
beneficial interest of separate series without par value. The Fund is one of a
series of funds currently authorized by the Trustees.

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

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

         As of ______, 1999, [Charles Schwab & Co. ("Schwab"), 101 Montgomery
Street, San Francisco, CA was the record owner of __.__% of the Fund. As a
result, Schwab may be deemed to control the Fund. The Schwab accounts are
omnibus accounts, and the Fund is unaware of any individual investor owning 5%
or more of the Fund.]

     [As of _______, 1999, the officers and trustees as a group own less than
one percent of the Fund.]

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



<PAGE>



ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS


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

         A. Equity Securities. Equity securities include common stock and common
stock equivalents (such as convertible securities, rights and warrants).
Warrants are options to purchase equity securities at a specified price valid
for a specific time period. Rights are similar to warrants, but normally have a
short duration and are distributed by the issuer to its shareholders. The Fund
may invest up to 5% of its net assets at the time of purchase in each of the
following: rights, warrants, or convertible securities.

         B. Convertible Securities. A convertible security is a bond, debenture,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock. The Fund may invest up to 5% of its assets in
convertible securities rated B or higher by Standard & Poor's Corporation
("S&P") or by Moody's Investors Services, Inc. ("Moody's"), or if unrated,
determined by the Advisor to be of comparable quality. Generally, investments in
securities in the lower rating categories provide higher yields but involve
greater volatility of price and risk of loss of principal and interest than
investments in securities with higher ratings. Securities rated lower than Baa
by Moody's or BBB by S&P are considered speculative. In addition, lower ratings
reflect a greater possibility of an adverse change in the financial conditions
affecting the ability of the issuer to make payments of principal and interest.
The market price of lower rated securities generally responds to short term
corporate and market developments to a greater extent than higher rated
securities which react primarily to fluctuations in the general level of
interest rates. Lower rated securities will also be affected by the market's
perception of their credit quality and the outlook for economic growth.

         In the past, economic downturns or an increase in interest rates have
under certain circumstances caused a higher incidence of default by the issuers
of these securities and may do so in the future, especially in the case of
highly leverages issuers.

         The prices for these securities may be affected by legislative and
regulatory developments. For example, new federal rules require that savings and
loan associations gradually reduce their holdings of high-yield securities. An
effect of such legislation may be to significantly depress the prices of
outstanding lower rated securities. The market for lower rated securities may be
less liquid than the market for higher rated securities. Furthermore, the
liquidity of lower rated securities may be affected by the market's perception
of their credit quality. Therefore, judgment may at times play a greater role in
valuing these securities than in the case of higher rated securit-ies, and it
also may be more difficult during certain adverse market conditions to sell
lower rated securities at their fair value to meet redemption requests or to
respond to changes in the market.

         If the rating of a security by S&P or Moody's drops below B, the
Advisor will dispose of the security as soon as practicable (depending on market
conditions) unless the Advisor determines based on its own credit analysis that
the security provides the opportunity of meeting the Fund's objective without
presenting excessive risk. The Advisor will consider all factors which it deems
appropriate, including ratings, in making investment decisions for the Fund and
will attempt to minimize investment risk through conditions and trends. While
the Advisor may refer to ratings, it does not rely exclusively on ratings, but
makes its own independent and ongoing review of credit quality.


         C. Repurchase Agreements. A repurchase agreement is a short term
investment in which the purchaser (i.e., the Fund) acquires ownership of an
obligation issued by the U.S. Government or by an agency of the U.S. Government
("U.S. Government Obligations") (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase). Any repurchase transaction in which
the Fund engages will require full collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the event of a bankruptcy
or other default of the seller, the Fund could experience both delays in
liquidating the underlying security and losses in value. However, the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered securities dealers determined
by the Advisor to be creditworthy. The Fund's Advisor monitors the
creditworthiness of the banks and securities dealers with which the Fund engages
in repurchase transactions, and the Fund will not invest more than 5% of its net
assets in repurchase agreements.


         D. When Issued Securities and Forward Commitments. The Fund may buy and
sell securities on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The price and interest rate that will be
received on the securities are each fixed at the time the buyer enters into the
commitment. The Fund may enter into such forward commitments if the Fund holds,
and maintains until the settlement date in a separate account at the Fund's
Custodian, cash or U.S. government securities in an amount sufficient to meet
the purchase price. The Fund will not invest more than 5% of its total assets in
forward commitments. Forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date. Any change
in value could increase fluctuations in the Fund's share price and yield.
Although the Fund will generally enter into forward commitments with the
intention of acquiring securities for its portfolio, the Fund may dispose of a
commitment prior to the settlement if the Advisor deems it appropriate to do so.

         E. STRIPS. The Federal Reserve creates STRIPS (Separate Trading of
Registered Interest and Principal of Securities) by separating the coupon
payments and the principal payment from an outstanding Treasury security and
selling them as individual securities. To the extent the Fund purchases the
principal portion of the STRIP, the Fund will not receive regular interest
payments. Instead they are sold at a deep discount from their face value. The
Fund will accrue income on such STRIPS for tax and accounting purposes, in
accordance with applicable law, which income is distributable to shareholders.
Because no cash is received at the time such income is accrued, the Fund may be
required to liquidate other portfolio securities to satisfy its distribution
obligations. Because the principal portion of the STRIP does not pay current
income, its price can be very volatile when interest rates change. In
calculating its dividend, the Fund takes into account as income a portion of the
difference between the principal portion of the STRIP's purchase price and its
face value. The Fund will not invest more than 5% of its net assets in STRIPS.

         F. Illiquid Securities. The portfolio of the 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, the
Fund may be obligated to pay all or part of the registration expense, and a
considerable period may elapse between the time of the decision to sell and the
time such security may be sold under an effective registration statement. If
during such a period adverse market conditions were to develop, the Fund might
obtain a less favorable price than the price it could have obtained when it
decided to sell. The Fund will not invest more than 5% of its net assets in
illiquid securities.


         G. Option Transactions. The Fund may write covered call options. An
option involves either (a) the right or the obligation to buy or sell a specific
instrument at a specific price until the expiration date of the option, or (b)
the right to receive payments or the obligation to make payments representing
the difference between the closing price of a market index and the exercise
price of the option expressed in dollars times a specified multiple until the
expiration date of the option. Options are sold (written) on securities and
market indices. The purchaser of an option on a security pays the seller (the
writer) a premium for the right granted but is not obligated to buy or sell the
underlying security. The purchaser of an option on a market index pays the
seller a premium for the right granted, and in return the seller of such an
option is obligated to make the payment. A writer of an option may terminate the
obligation prior to expiration of the option by making an offsetting purchase of
an identical option. Options are traded on organized exchanges and in the
over-the-counter market. Options on securities which the Fund sells (writes)
will be covered or secured, which means that it will own the underlying security
(for a call option); will segregate with the Custodian high quality liquid debt
obligations equal to the option exercise price (for a put 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 the Fund writes options, it may be required to maintain a
margin account, to pledge the underlying securities or U.S. government
obligations or to deposit liquid high quality debt obligations in a separate
account with the Custodian. The Fund may also buy and write put options provided
the Fund's investment (including premiums and potential settlement obligations)
does not exceed 5% of its net assets.


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

         H. Indexed Securities. The Fund may invest up to 5% of its net assets
in purchases of securities whose prices are indexed to the prices of other
securities, securities indices, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic.

         The performance of indexed securities depends to a great extent on the
performance of the security, or other instrument to which they are indexed, and
also may be influenced by interest rate changes in the U.S. and abroad. At the
same time, indexed securities are subject to the credit risks associated with
the issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Recent issuers of indexed securities
have included banks, corporations, and certain U.S. Government agencies.

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


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


                             INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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

         ii. Borrowing. The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding. The Fund will not enter into reverse repurchase
agreements.

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

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

         v.  Repurchase Agreements.  The Fund will not invest more than 5% of
its net assets in repurchase agreements.


         vi. Illiquid Investments. The Fund will not invest more than 5% of its
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.

                             THE INVESTMENT ADVISOR

         The Fund's investment adviser is Burroughs & Hutchinson, 702 W. Idaho
street, Suite 810, Boise, Idaho, 83702. John Hutchinson, President of the
Advisor, and Mark Matsko, the Fund's portfolio manager, are the controlling
shareholders of the Advisor.


         Under the terms of the management agreement (the "Agreement"), the
Advisor manages the Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 1.48% of
the average daily net assets of the Fund. The Advisor may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the Advisor to waive any fees in the future. For the period March
12,1998 (commencement of operations) through October 31, 1998 and for the fiscal
year ended October 31, 1999, the Fund paid advisory fees of $25,666 and $______,
respectively.


         The Advisor retains the right to use the name "Marathon" 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 "Marathon"
automatically ceases ninety days after termination of the Agreement and may be
withdrawn by the Advisor on ninety days written notice.

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

                              TRUSTEES AND OFFICERS


         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, a defined in the
Investment Company Act of 1940, is indicated by an asterisk.

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

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

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

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

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

* Kenneth D. Trumpfheller              President and Trustee      President, Treasurer and Secretary of AmeriPrime

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

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

Paul S. Bellany                        Secretary, Treasurer       Secretary, Treasurer and Chief Financial Officer of


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

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

Steve L. Cobb                          Trustee                    President of Chandler Engineering Company, L.L.C., oil


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

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

Gary E. Hippenstiel                    Trustee                    Director, Vice President and Chief Investment Officer of


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


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

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

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

                                  AGGREGATE COMPENSATION            TOTAL COMPENSATION FROM TRUST


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

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

Kenneth D. Trumpfheller                      0                                    0

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

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

Steve L. Cobb                              $____                                $____

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

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

Gary E. Hippenstiel                        $____                                $____

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

PORTFOLIO TRANSACTIONS AND BROKERAGE


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


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

         Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Fund effects securities
transactions may also be used by the Advisor in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Advisor in connection with its services to the
Fund. Although research services and other information are useful to the Fund
and the Advisor, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the overall cost to the Advisor of performing its duties to the Fund
under the Agreement.

         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.


         To the extent that the Trust and another of the Advisor's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection. For the period March 12, 1998 (commencement of
operations) through October 31, 1998 and for the fiscal year ended October 31,
1999, the Fund paid brokerage commissions of $26,124 and $_____, respectively.


                          DETERMINATION OF SHARE PRICE

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


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

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


                             INVESTMENT PERFORMANCE


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


                            P(1+T)n=ERV

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

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


         The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period March 12,
1998 (commencement of operations) through October 31, 1998 and for the fiscal
year ended October 31, 1999, the Fund's average annual total return was -15.20%
and ___%, respectively.


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

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

                                    CUSTODIAN


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


                                 TRANSFER AGENT


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


                                   ACCOUNTANTS


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


                                   DISTRIBUTOR


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


                                  ADMINISTRATOR


         The Fund retains AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. For the period March 12, 1998 (commencement of operations) through
October 31, 1998 and the fiscal year ended October 31, 1999, the Administrator
received $17,500 and $____, respectively, from the Advisor (not the Fund) for
these services.


                              FINANCIAL STATEMENTS


         The financial statements and independent auditor's report required to
be included in the Statement of Additional Information will be incorporated
herein by reference to the Fund's Annual Report to Shareholders for the period
ended October 31, 1998 by subsequent amendment. The Trust will provide the
Annual Report without charge by calling the Fund at 1-800-788-6086.



<PAGE>






<PAGE>


AMERIPRIME FUNDS

PART C.  OTHER INFORMATION
         -----------------

Item 23. Exhibits

(a)  Articles of Incorporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d)  Investment Advisory Contracts.

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

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

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

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

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

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


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


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

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

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

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

 (e) Underwriting Contracts.

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

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

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

(g)   Custodial Agreements.

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

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

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

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

(i)      Legal Opinion.

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

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

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

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

(k)  Omitted Financial Statements.- None.

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

(m)   Rule 12b-1 Plan.

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

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

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

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

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

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

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

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

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

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

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

(n) Financial Data Schedule - None.

(o)   Rule 18f-3 Plan.

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

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

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

(p) Power of Attorney.

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


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

(iii) Power of Attorney for the Treasurer  and President  (and a Trustee) of the
Trust is filed herewith.


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

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

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

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

Item 25. Indemnification

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

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

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

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

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

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

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to trustees,  officers and  controlling  persons of the
Registrant  pursuant  to the  provisions  of  Ohio  law and  the  Agreement  and
Declaration  of the Registrant or the By-Laws of the  Registrant,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee,  officer or controlling  person in connection  with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

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

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

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

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

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

(c) Cango  Inversiones,  SA, a partner in CDA, is a foreign business entity that
invests in U.S. companies and businesses.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Item 27. Principal Underwriters

A.  AmeriPrime  Financial  Securities,   Inc.,  is  the  Registrant's  principal
underwriter.   Kenneth  D.  Trumpfheller,   1793  Kingswood  Drive,  Suite  200,
Southlake,  Texas  76092,  is the  President,  Secretary  and  Treasurer  of the
underwriter  and the President and a Trustee of the  Registrant.  It is also the
underwriter for the AmeriPrime  Insurance Trust, the Kenwood Funds, the Rockland
Funds Trust and the TANAKA  Funds,  Inc.  B.  Information  with  respect to each
director and officer of AmeriPrime Financial Securities, Inc. is incorporated by
reference to Schedule A of Form BD filed by it under the Securities Exchange Act
of 1934 (File No. 8-48143). C. Not applicable.

Item 28. Location of Accounts and Records


         Accounts,  books and  other  documents  required  to be  maintained  by
Section 31(a) of the  Investment  Company Act of 1940 and the Rules  promulgated
thereunder will be maintained by the Registrant at 1793 Kingswood  Drive,  Suite
200, Southlake, Texas 76092 and/or by the Registrant's Custodians, Firstar Bank,
N.A.,  425 Walnut  Street,  Cincinnati,  Ohio  45202,  Bank of New York,  1 Wall
Street,  New  York,  NY  10286,  and  United  Missouri  Bank,  N.A.,  Securities
Administration Dept., 928 Grand Blvd., 10th Floor, Kansas City, MO 64106, and/or
transfer and shareholder service agents, American Data Services, Inc., Hauppauge
Corporate Center, 150 Motor Parkway,  Hauppauge, New York 11760 and Unified Fund
Services, Inc., 431 Pennsylvania Street, Indianapolis, IN 46204.


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

         None.

Item 30. Undertakings

         None.


<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Cincinnati, State of Ohio, on the 14th day of January, 2000.


                                AmeriPrime Funds

By: __/s/________________________________
James R. Cummins,
                                                     Attorney-in-Fact

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

Kenneth D. Trumpfheller,
President and Trustee

                                            By: _____/s/_______________________
                                                     James R. Cummins,
Gary E. Hippensteil, Trustee                         Attorney-in-Fact

Steve L. Cobb, Trustee                                        January 14, 2000

Paul S. Bellany, Treasurer


<PAGE>


                                  EXHIBIT INDEX

1.   Consent of Counsel..............................................EX-99.23.i
2.   Consent of Accountant...........................................EX-99.23.j
3.   Power of Attorney...............................................EX-99.23.p






                       BROWN, CUMMINS & BROWN CO., L.P.A.
                         ATTORNEYS AND COUNSELORS AT LAW
                                3500 CAREW TOWER
J. W. BROWN (1911-1995)          441 VINE STREET          JOANN M. STRASSER
JAMES R. CUMMINS             CINCINNATI, OHIO 45202       AARON A. VANDERLAAN
ROBERT S BROWN               TELEPHONE (513) 381-2121
DONALD S. MENDELSOHN        TELECOPIER (513) 381-2125     OF COUNSEL
LYNNE SKILKEN                                             GILBERT BETTMAN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN


                                                             January 14, 2000


AmeriPrime Funds
1793 Kingswood Drive
Southlake, Texas 76092

         RE:      AMERIPRIME FUNDS,  FILE NOS. 33-96826 AND 811-9096

Gentlemen:


         Legal  opinions  that  we  prepared  were  filed  with   Post-Effective
Amendment No. 9 and  Post-Effective  Amendment No. 29 (the "Legal  Opinions") to
the  Registration  Statement.  We hereby give you our consent to  incorporate by
reference  the  Legal  Opinions  into  Post-Effective  Amendment  No. 35 to your
Registration Statement (the "Amendment"), and consent to all references to us in
the Amendment.


                                          Very truly yours,


                                                /s/

                                           Brown, Cummins & Brown Co., L.P.A.






                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to all references to our
firm  included  in or made a part of this  Post-Effective  Amendment  No.  35 to
AmeriPrime  Fund's  Registration  Statement  on Form N-1A  (file No.  33-96826),
including the references to our firm under the heading "Financial Highlights" in
each  Prospectus and the heading  "Accountants"  in each Statement of Additional
Information.


___________/S/__________________
McCurdy & Associates CPA's, Inc.
Westlake, Ohio

January 13, 2000





                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter  referred to as the "Trust"),  periodically files
amendments  to its  Registration  Statement  with the  Securities  and  Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended; and

          WHEREAS, the undersigned is the President,  Treasurer, Secretary and a
Trustee of the Trust;

         NOW,  THEREFORE,  the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name,  place and stead,  and in his office and capacity in the Trust,  to
execute  and  file any  Amendment  or  Amendments  to the  Trust's  Registration
Statement, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the  premises as fully to all intents and purposes as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming  all that said attorneys may or shall lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 7th
day of January, 2000.

                                          _____/s/____________________________
                                          Kenneth D. Trumpfheller
                                          President, Treasurer, Secretary
                                          and Trustee


STATE OF TEXAS                              )
                                                     )        ss:
COUNTY OF TARRANT                   )

         Before  me,  a  Notary  Public,  in and  for  said  county  and  state,
personally  appeared  KENNETH  D.  TRUMPFHELLER,  known  to me to be the  person
described in and who executed the foregoing instrument,  and who acknowledged to
me that he executed and delivered the same for the purposes therein expressed.

         WITNESS my hand and official seal this 7 day of January, 2000.

                                               ___/s/_________________________
                                                Notary Public

                                              My commission expires: 01/14/2003




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