AMERIPRIME FUNDS
485APOS, 2000-10-03
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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.    44                              /X/
                                                           and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         / /

         Amendment No.   45                                             /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.





                                    WESTCOTT

                                      FUNDS



                           Prospectus dated [ ], 2000


                            Westcott Technology Fund



                             Westcott Large-Cap Fund

                           Westcott Fixed Income Fund

                              230 Westcott, Suite 1

                              Houston, Texas 77007

                                 (800) 998-6658

      Like all mutual fund shares and prospectuses,  the Securities and Exchange
Commission  has not  approved  or  disapproved  these  shares or passed upon the
adequacy of this prospectus.  Any  representation  to the contrary is a criminal
offense.





<TABLE>
<S>                                                                        <C>




                                TABLE OF CONTENTS

                                                                                                               Page




Westcott Technology Fund..........................................................................................1


Westcott Large-Cap Fund...........................................................................................2

Westcott Fixed Income Fund........................................................................................2

How the Funds Have Performed......................................................................................4

Fees and Expenses of the Funds....................................................................................4

How To Buy Shares.................................................................................................6

Distribution Plans................................................................................................8

Additional Purchase Information...................................................................................8

How To Redeem Shares.............................................................................................10

How To Exchange Shares...........................................................................................11

Determination of Net Asset Value.................................................................................12

Dividends, Distributions and Taxes...............................................................................12

Management of the Funds..........................................................................................13

Other Information About Investments..............................................................................13

For More Information ....................................................................................Back Cover

</TABLE>

<PAGE>





Westcott Technology Fund



Investment Objective



      The  investment  objective of the  Technology  Fund is long term growth of
capital.



Principal Strategies

      Under normal circumstances, the Fund will invest at least 65% of its total
assets in common stocks of U.S. companies that rely extensively on technology in
their product development and/or operations or will derive a substantial portion
of their sales from  technology  and  technology-related  products or  services.
These  companies  are in  fields  such as  Internet  services  and  development,
computer  software  and  hardware,  telecommunication  services  and  equipment,
electronics,   data   management  and  storage,   networking,   IT  (information
technology)   services  and  consulting,   biotechnology,   robotics  and  video
technologies. Any ordinary income received from portfolio securities is entirely
incidental to the Fund's principal strategy.

      The Fund may sell a stock if the Fund's  adviser  believes  the  company's
long term growth prospects have  deteriorated.  Growth prospects may be measured
by  earnings,  revenue  growth,  stock price  performance,  market  dominance or
technological innovation.


Principal Risks of Investing in the Fund

o    Company risk is the risk that the Fund might  decrease in value in response
     to the activities and financial prospects of an individual company.

o    Market  risk is the risk that the Fund might  decrease in value in response
     to general market and economic conditions.


o    Technology Sector risk is the risk that because the Fund is concentrated in
     the technology sector,  significant weakness in this sector could result in
     significant losses to the Fund.  Technology  companies may be significantly
     affected by falling prices and profits and intense  competition,  and their
     products  may be subject  to rapid  obsolescence.  Changes in  governmental
     policies,   such  as  telephone  and  cable   regulations   and  anti-trust
     enforcement,  may have a material  effect on the  products  and services of
     technology companies,  including internet companies.  In addition, the rate
     of technological  change often requires extensive and sustained  investment
     in research and development.
o    Internet  concentration  risk  means  that your  investment  in the Fund is
     subject  to  special  risks  because  the Fund  invests at least 25% of its
     assets in internet companies. Internet companies are subject to competitive
     pressures and changing  demands that may have a  significant  effect on the
     financial  condition  of  internet  companies.  It is  likely  that some of
     today's public internet  companies will not exist in the future.  The price
     of many internet  stocks has risen based on projections of future  earnings
     and company growth. If a company does not perform as expected, the price of
     the  stock  could  decline  significantly.   Many  internet  companies  are
     currently operating at a loss and may never be profitable.
o    Volatility risk means that common stocks of technology companies, including
     internet companies, tend to be more volatile than other investment choices.
     Because of its narrow focus, the Fund's  performance is closely tied to any
     factors  which  may  affect  technology   companies,   including   internet
     companies,  and, as a result,  is more likely to  fluctuate  than that of a
     fund which is invested in a broader range of companies.


o    Smaller  company risk means that the stocks of smaller sized  companies are
     subject to  certain  risks,  including:  possible  dependence  on a limited
     product  line,  market,  financial  resources  or  management  group,  less
     frequent trading and trading with smaller volume than larger stocks,  which
     may make it difficult  for the Fund to buy or sell the stocks,  and greater
     fluctuation in value than larger, more established company stocks.

o    As with any mutual fund  investment,  the Fund's  returns will vary and you
     could lose money.


o The Fund is not a complete investment program.


Is this Fund Right for You?
 The Fund may be a suitable investment for:

o long  term  investors  seeking  to  diversify  into  technology  securities  o
investors willing to accept significant price fluctuations in their

     investment

o    investors who can tolerate the greater  risks  associated  with  technology
     investments



WESTCOTT LARGE-CAP FUND

Investment Objective

      The  investment  objective  of the  Large-Cap  Fund is long term growth of
capital.

Principal Strategies

      The Fund will normally invest at least 65 % of its assets in common stocks
of larger-sized  U.S.  companies  (those with a market  capitalization  above $5
billion).  The Fund's advisor selects stocks based on their  long-term  earnings
potential and capital appreciation  prospects.  The adviser focuses on companies
with high  earnings  growth and stock  prices that the adviser  considers  to be
undervalued based on the company's historic returns.

      The Fund may sell a stock if the Fund's adviser believes that the stock no
longer possesses superior earnings and price growth relative to its peers and/or
the market index.  The adviser will also consider  negative  changes in earnings
per share estimates and material changes in the company's business plan that may
adversely affect future earnings momentum.

Principal  Risks of  Investing  in the Fund

o    Company risk is the risk that the Fund might  decrease in value in response
     to the activities and financial prospects of an individual company.

o    Market  risk is the risk that the Fund might  decrease in value in response
     to general market and economic conditions.

o    Volatility  risk means that  common  stocks tend to be more  volatile  than
     other investment choices.

o The Fund is not a complete investment program.

o    As with any mutual fund  investment,  the Fund's  returns will vary and you
     could lose money.

WESTCOTT FIXED INCOME FUND

Investment Objective

      The investment  objective of the Fixed Income Fund is income over the long
term consistent with preservation of capital.

Principal Strategies

The Fund  invests  primarily in a broad range of  investment  grade fixed income
securities.  These include  bonds,  notes,  convertible  bonds,  mortgage-backed
securities,  collateralized  mortgage  obligations,  corporate debt,  government
securities,  zero coupon bonds and short term  obligations,  such as  commercial
paper and  repurchase  and reverse  repurchase  agreements.  The Fund's  advisor
typically  selects  fixed income  securities  with  maturities of less than five
years,  based on the available yield at various maturity  levels.  The Fund will
normally invest at least 65% of its assets in fixed income securities.  The Fund
may sell a security  if its rating is  downgraded,  to shorten or  lengthen  the
average maturity of the Fund's portfolio, or if Fund's adviser believes that the
issuer's business is experiencing material negative changes.  Principal Risks of
Investing  in the Fund o Interest  rate risk is the risk  thatthe  value of your
investment may

     decrease when interest  rates rise. To the extent the Fund invests in fixed
     income  securities  with longer  maturities,  the Fund will be more greatly
     affected by changes in interest  rates,  and will be more volatile,  than a
     fund that invests in securities with shorter maturities.

o    Credit risk is the risk that the issuer of the fixed  income  security  may
     not be able to make  interest and principal  payments when due.  Generally,
     the lower the credit  rating of a  security,  the greater the risk that the
     issuer will default on its obligation.

o    Prepayment  risk means that during  periods of  declining  interest  rates,
     prepayment  of  loans   underlying   mortgage-backed   securities   usually
     accelerates.  Prepayment  may shorten  the  effective  maturities  of these
     securities and the Fund may have to reinvest at lower interest rates.

o The Fund is not a complete investment program.

o    As with any mutual fund  investment,  the Fund's  returns will vary and you
     could lose money.

<PAGE>

                          HOW THE FUNDS HAVE PERFORMED

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

<TABLE>

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


                         FEES AND EXPENSES OF THE FUNDS

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

Shareholder Fees

(fees paid directly from your investment)            Class A            Class B                 Institutional
                                                     -------            -------                 -------------



Technology Fund



Maximum Sales Charge (Load) Imposed on



Purchases (as a percentage of offering price)        5.00%               NONE                       NONE
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price or
redemption proceeds, whichever is less)              NONE*               5.00%                      NONE


Large-Cap Fund

Maximum Sales Charge (Load) Imposed on



Purchases (as a percentage of offering price)        5.00%               NONE                       NONE
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price or
redemption proceeds, whichever is less)              NONE*               5.00%                      NONE


Fixed Income Fund

Maximum Sales Charge (Load) Imposed on



Purchases (as a percentage of offering price)        3.00%               NONE                       NONE
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price or
redemption proceeds, whichever is less)              NONE*               3.00%                      NONE


*If you  purchase $1 million or more of Class A shares of a Fund,  the  purchase
may be made without an initial sales load. However,  those shares are subject to
a CDSC if  redeemed  within  one year of the date of  purchase.  See "How To Buy
Shares".

</TABLE>

<PAGE>

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
<TABLE>
<S>                                         <C>



Technology Fund                                     Class A                       Class B                 Institutional
                                                    -------                       -------                 -------------
Management Fee                                       1.70%                        1.70%                   1.70%
Distribution and/or Service (12b-1) Fees             0.25%                        1.00%                   None
Other Expenses1                                      0.02%                        0.02%                   0.02%
                                                     -----                        -----                   -----
Total Annual Fund Operating Expenses                 1.97%                        2.72%                   1.72%


Large-Cap Fund                                      Class A                       Class B                 Institutional
                                                   -------                       -------                  -------------
Management                                           1.00%                        1.00%                   1.00%
Distribution and/or Service (12b-1) Fees             0.25%                        1.00%                   None
Other Expenses1                                      0.02%                        0.02%                   0.02%
                                                     -----                        -----                   --------------
Total Annual Fund Operating Expenses                 1.27%                        2.02%                   1.02%

Fixed Income Fund

Management Fees                                      0.75%                        0.75%                   0.75%
Distribution and/or Service (12b-1) Fees             0.25%                        1.00%                   None
Other Expenses1                                      0.02%                        0.02%                   0.02%
                                                     -----                        -----                   --------------
Total Annual Fund Operating Expenses                 1.02%                        1.77%                   0.77%
</TABLE>

1 "Other Expenses" are based on estimated amounts for the current fiscal year.
Example:

This  Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

The Example  assumes  that you invest  $10,000 in the Fund for the time  periods
indicated,  reinvest dividends, and then redeem all of your shares at the end of
those  periods.  The Example also assumes that your  investment  has a 5% return
each year and that the Funds operating  expenses remain the same.  Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:



Technology Fund                             1 year           3 years
                                            ------           -------

Class A                                      $692             $1,093
Class B                                      $779             $1,155
Institutional                                $176             $  546

Large-Cap Fund                              1 year            3 years
                                            ------            -------

Class A                                      $624             $ 885
Class B                                      $707             $ 940
Institutional                                $105             $ 326

Fixed Income Fund                           1 year            3 years
                                            ------            -------

Class A                                      $401              $616
Class B                                      $481              $762


Institutional                                $ 79              $247



<PAGE>

For Class B shares,  you would pay the following  expenses if you did not redeem
your shares:

                                            1 year            3 years
                                            ------            -------

Technology Fund                              $279              $855
Large-Cap Fund                               $207              $640
Fixed Income Fund                            $181              $562


                                HOW TO BUY SHARES

Initial Purchase

      The minimum initial  investment in each Fund is $1,000 ($200 for qualified
retirement accounts and medical savings accounts. The minimum initial investment
in each Fund is $50 for shareholders  participating in the continuing  automatic
investment plan.

      You may open an account and make an initial  investment through securities
dealers who have a sales agreement with AmeriPrime Financial  Securities,  Inc.,
the Funds distributor. Your securities dealer may charge you additional fees. To
the extent  investments of individual  investors are aggregated  into an omnibus
account established by an investment adviser, broker or other intermediary,  the
account  minimums  apply  to the  omnibus  account,  not to the  account  of the
individual investor.

By Mail

You may also make a direct initial investment by following these steps:

o    complete and sign the investment  application  form which  accompanies this
     Prospectus;
o    draft a check made payable to the appropriate Fund;
o    identify on the check and the application the Class in which you would like
     to invest;
o    mail the application and check to:

U.S. Mail: Westcott Funds                            Overnight: Westcott Funds


Unified Fund Services, Inc.                        Unified Fund Services, Inc.
P.O. Box 6110                                      431 North Pennsylvania Street
Indianapolis, Indiana  46206-6110                  Indianapolis, Indiana  46204


         By Wire you may also purchase  shares of a Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. To wire money, you must
call Unified Fund Services,  Inc (the "Transfer Agent") at (800) 998-6658 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: Westcott Funds



      Fund Name  ____________________________  (write in fund  name)  Class Name
      ____________________________     (write    in    class    name)    Account
      Name__________________________ (write in shareholder name) For the Account
      #________________________(write in account number) D.D.A.# 821-637634


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




Sales Loads

o     Class A Shares


      Shares of the Fund are purchased at the public offering price.  The public
offering price for Class A shares of each fund is the next determined NAV plus a
sales load as shown in the following table.


<TABLE>

<S>                                                                         <C>

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


                                                     Sales Load as of % of:
Technology Fund and Large Cap Fund         Public                      Net
                                           Offering                    Amount      Dealer Reallowance as % of
        Amount of Investment               Price                       Invested    Public Offering Price



======================================== ================================================ ================================
Less than $25,000                          5.00%                                  5.26%                5.00%
$25,000 but less than $50,000              4.75%                                  4.99%                4.75%
$50,000 but less than $100,000             4.50%                                  4.71%                4.50%
$100,000 but less than $200,000            3.75%                                  3.90%                3.75%
$200,000 but less than $500,000            3.25%                                  3.36%                3.25%
$500,000 but less than $1million           2.00%                                  2.04%                2.00%
$1 million or more                         None*                                  None*                1.00%

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

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


                                                     Sales Load as of % of:
Fixed Income Fund                          Public                      Net
                                           Offering                    Amount
            Amount of Investment           Price                       Invested        Dealer Reallowance as % of
                                                                                        Public Offering Price



======================================== ================================================ ================================
Less than $50,000                          3.00%                                  3.09%                3.00%
$50,000 but less than $100,000             2.25%                                  2.30%                2.25%
$100,000 but less than $250,000            1.75%                                  1.78%                1.75%
$250,000 but less than $500,000            1.50%                                  1.52%                1.50%
$500,000 but less than $1million           0.50%                                  0.50%                0.50%
$1 million or more                         None*                                  None*                0.25%

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



*If you  purchase $1 million or more of Class A shares of a Fund,  the  purchase
may be made without an initial sales load. However,  those shares are subject to
a contingent  deferred sales charge  ("CDSC") if redeemed within one year of the
date of purchase.  The CDSC is 1.00% for the Technology Fund and Large Cap Fund,
and 0.25% for the Fixed Income Fund, based on the lower of the original purchase
price or net asset value at the time of the redemption. Reinvested dividends and
distributions from Class A shares are not subject to the CDSC.



<PAGE>

Class B Shares

You can purchase Class B shares at NAV.  However,  when you redeem them, you may
pay a contingent deferred sales change ("CDSC") in the following percentages:

<TABLE>

<S>                                                                       <C>



    Year Since Purchase Date           Technology Fund*           Large Cap Fund*                 Fixed Income Fund**
First                                         5%                                 5%                                3%
Second                                        4                                  4                                 2
Third                                         3                                  3                                 2
Fourth                                        3                                  3                                 1
Fifth                                         2                                  2                               None
Sixth                                         1                                  1                               None
Seventh and following                        None                              None                              None

</TABLE>

* Convert to Class A shares after eighth year. **Convert to Class A shares after
sixth year.

o     Institutional Shares

Institutional  shares  are  available  for  purchase  by  registered  investment
advisers,  bank  trust  departments,  financial  planners  and  other  financial
intermediaries  on behalf of their clients.  Institutional  shareholders  pay no
sales load or 12b-1 fees.

                               DISTRIBUTION PLANS

      Each Fund has adopted  plans under Rule 12b-1 that allow Class A and Class
B of the Fund to pay  distribution  fees for the  sale and  distribution  of its
shares.  The  distribution  plan for Class B shares also allows the class to pay
for services provided to shareholders.  Class A shares pay annual 12b-1 expenses
of 0.25% and Class B shares pay annual  12b-1  expenses of 1.00% (of which 0.75%
is an asset based sales charge and 0.25% is a service  fee).  Because these fees
are paid out of the Fund's  assets on an  on-going  basis,  over time these fees
will  increase  the cost of your  investment  and may cost you more than  paying
other types of sales charges.

                         ADDITIONAL PURCHASE INFORMATION

Additional Purchases

      You may  purchase  additional  shares of any Fund  (subject to the minimum
investment  of $50) by mail,  wire,  or  automatic  investment.  If you purchase
additional Class A shares, you will pay a sales load unless the purchase is made
by  reinvesting  a dividend or capital  gain  distribution.  If your  securities
dealer received concessions for selling shares of a Fund to you, such securities
dealer will receive the  concessions  described above with respect to additional
investments. Each additional mail purchase request must contain:

o     your name
o     the name of your account(s),
o     your account number(s),
o     the name of the Fund
o     a check

Send your purchase  request to the address  listed above.  A bank wire should be
sent as outlined above.

Automatic Investment Plan

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

Reduced Sales Load

         You may use the Right of  Accumulation  to combine  the cost or current
net asset value  (whichever  is higher) of your shares of a Fund with the amount
of your current  purchases in order to take advantage of the reduced sales loads
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 $50,000.  Shareholders  should  contact the Transfer
Agent for information about the Right of Accumulation and Letter of Intent.

Purchases at Net Asset Value

         Purchases  of Class A shares 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 Fund shares in connection with special investment products,  such as
wrap accounts or similar fee based programs.

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

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.

Tax Sheltered Retirement Plans

         Since the Funds are oriented to longer term investments,  shares of the
Funds may be an  appropriate  investment  medium  for tax  sheltered  retirement
plans,  including:  individual  retirement  plans  (IRAs);  simplified  employee
pensions (SEPs);  SIMPLE plans;  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. Contact the Transfer Agent
for the  procedure  to open an IRA or SEP  plan and  more  specific  information
regarding these  retirement  plan options.  Please consult with your 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 Transfer Agent about the IRA custodial
fees.

Other Purchase Information

         Each Fund may limit the amount of  purchases  and refuse to sell to any
person.  If your check or wire does not clear,  you will be responsible  for any
loss  incurred  by the Funds.  If you are already a  shareholder,  the Funds can
redeem  shares  from  any  identically   registered  account  in  the  Funds  as
reimbursement  for any loss incurred.  You may be prohibited or restricted  from
making future purchases in the Funds.

                              HOW TO REDEEM SHARES

         All redemptions  will be made at the net asset value  determined  after
the redemption  request has been received by the Transfer Agent in proper order,
less any applicable CDSC. You may receive  redemption  payments in the form of a
check  or  federal  wire  transfer.  Presently  there  is  no  charge  for  wire
redemptions;  however,  the Funds may charge for this service in the future. Any
charges  for wire  redemptions  will be  deducted  from the  shareholder's  Fund
account  by  redemption  of  shares.   If  you  redeem  your  shares  through  a
broker/dealer  or  other  institution,   you  may  be  charged  a  fee  by  that
institution.

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



                                 Westcott Funds



                           Unified Fund Services, Inc.

                                 P.O. Box 6110
                        Indianapolis, Indiana 46206-6110

         "Proper  order" means 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.  For all  redemptions,  the
Funds  require  that  signatures  be  guaranteed  by a bank or member  firm of a
national  securities  exchange.  Signature  guarantees are for the protection of
shareholders. At the discretion of the Funds or Unified Fund Services, Inc., you
may  be  required  to  furnish  additional  legal  documents  to  insure  proper
authorization.

         By  Telephone  - You may redeem  any part of your  account in a Fund by
calling the Transfer Agent (800) 998-6658.  You must first complete the Optional
Telephone  Redemption  and Exchange  section of the  investment  application  to
institute  this option.  The Fund,  the Transfer Agent and the Custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

         The  Funds  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 Funds,
although  neither  the  Funds  nor  the  Transfer  Agent  has  ever  experienced
difficulties  in  receiving  and in a timely  fashion  responding  to  telephone
requests for  redemptions or exchanges.  If you are unable to reach the Funds by
telephone, you may request a redemption or exchange by mail.

         Additional Information - If you are not certain of the requirements for
a  redemption  please call the  Transfer  Agent at (800)  998-6658.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary  weekend or holiday closing or under any emergency  circumstances,  as
determined  by the  Securities  and Exchange  Commission,  the Funds may suspend
redemptions or postpone payment dates.

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

                             HOW TO EXCHANGE SHARES

      You may exchange any or all of your shares in a Fund for shares of another
Westcott  Fund or The Cash Fund, a  separately  managed  money market fund.  The
exchange is made without  charge unless you exchange Class A shares of the Fixed
Income  Fund for Class A shares of  another  Westcott  Fund with a higher  sales
load. In that case, you would pay the incremental  amount of the sales load. For
exchanges between Westcott Funds,  shares of a particular class may be exchanged
only for shares of the same class.

      You may request the exchange by  telephoning  the Transfer  Agent at (800)
998-6658 or writing the Transfer Agent at P.O. Box 6110,  Indianapolis,  Indiana
46206-6110.  Shares of the fund  selected  must be  registered  for sale in your
state  of  residence.  The  exchange  privilege  with  The  Cash  Fund  does not
constitute  an  offering  or  recommendation  of  The  Cash  Fund.  It  is  your
responsibility  to obtain and read a prospectus of The Cash Fund before you make
an exchange.

o    You may make up to one  exchange  out of each Fund during a calendar  month
     and four  exchanges  out of each Fund  during a calendar  year.  This limit
     helps  keep each  Fund's  net asset  base  stable  and  reduces  the Fund's
     administrative expenses.

o    If you exchange  shares into or out of a Fund,  the exchange is made at the
     net asset value per share of each fund next  determined  after the exchange
     request is received, plus any applicable sales load.

o    If you  exchange  Class B shares of a Fund for The Cash Fund,  the time you
     own The Cash Fund shares will not be included  when the holding  period for
     the CDSC is calculated.

o    If you exchange Class B shares of a Westcott Fund for another Westcott Fund
     (or Class A shares of a Westcott  Fund that were  subject to a CDSC because
     of a sales load  waiver),  the holding  periods are  combined,  however the
     highest applicable CDSC will be charged if the shares are redeemed.

o    If you exchange  only a portion of your Class B shares,  shares not subject
     to a CDSC are exchanged first.

o    If you redeem shares from The Cash Fund that were previously Class B shares
     of a Westcott  Fund (or Class A shares of a Westcott Fund that were subject
     to a CDSC because of a sales load  waiver),  the  redemption is made at the
     net asset value per share next determined  after the redemption  request is
     received, less any CDSC that applied to the Westcott Fund shares.



     In times of extreme economic or market  conditions,  exchanging Fund or The
Cash Fund shares by  telephone  may be  difficult.  To receive a specific  day's
price,  your letter or call must be received  before that day's close of the New
York  Stock  Exchange.  A day or more  delay  may be  experienced  prior  to the
investment  of the  redemption  proceeds  into  The  Cash  Fund.  Each  exchange
represents  the sale of  shares  from one Fund and the  purchase  of  shares  in
another, which may produce a gain or loss for Federal income tax purposes.



     All  exchanges out of a Westcott Fund into The Cash Fund are subject to the
minimum and  subsequent  investment  requirements  of The Cash Fund. No exchange
will be accepted  unless the  registration  of the two  accounts  is  identical.
Neither the Funds,  The Cash Fund, nor the Transfer Agent assume  responsibility
for the  authenticity of exchange  instructions  communicated by telephone or in
writing which are believed to be genuine. They will use reasonable procedures to
confirm that telephone instructions are genuine.

                        DETERMINATION OF NET ASSET VALUE

      The price you pay for your  shares is based on the  applicable  Fund's net
asset  value per share  (NAV).  The NAV is  calculated  at the close of  trading
(normally  4:00 p.m.  Eastern  time) on each day the New York Stock  Exchange is
open for business (the Stock  Exchange is closed on weekends,  Federal  holidays
and Good  Friday).  The NAV is  calculated  by dividing  the value of the Fund's
total assets  (including  interest and  dividends  accrued but not yet received)
minus  liabilities  (including  accrued  expenses) by the total number of shares
outstanding.

      The Funds'  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued at their fair
value.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

      Dividends and Distributions. Each Fund typically distributes substantially
all of its net  investment  income in the form of dividends and taxable  capital
gains to its shareholders.  These distributions are automatically  reinvested in
the Fund unless you request cash  distributions on your application or through a
written  request.  Dividends  paid by the Funds may be  eligible in part for the
dividends received deduction for corporations.

         Taxes. In general, selling shares of a Fund and receiving distributions
(whether  reinvested  or taken in cash) are  taxable  events.  Depending  on the
purchase  price and the sale price,  you may have a gain or a loss on any shares
sold.  Any tax  liabilities  generated  by  your  transactions  or by  receiving
distributions  are  your  responsibility.  Because  distributions  of long  term
capital  gains are subject to capital  gains taxes,  regardless  of how long you
have owned your shares,  you may want to avoid making a  substantial  investment
when a Fund is about to make a long term capital gains distribution.

      Early each year, the Funds will mail to you a statement  setting forth the
federal income tax  information for all  distributions  made during the previous
year. If you do not provide your taxpayer  identification  number,  your account
will be subject to backup withholding.

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

                             MANAGEMENT OF THE FUNDS



     Aegis Asset  Management,  Inc., 230 Westcott St.,  Suite 1, Houston,  Texas
77007, serves as investment adviser to the Funds. The adviser was organized as a
Texas  corporation in 1993.  The adviser  manages large  capitalization  equity,
medium capitalization equity, balanced and fixed income portfolios for a variety
of tax-exempt and taxable  clients.  The investment  decisions for each Fund are
made by a committee  of the  adviser,  which is  primarily  responsible  for the
day-to-day  management of each Fund's portfolio.  Each Fund is authorized to pay
the adviser an annual fee as follows:  Technology Fund,  1.70%;  Large-Cap Fund,
1.00% Fixed Income Fund, 0.75%.



                       OTHER INFORMATION ABOUT INVESTMENTS



      The  Technology  Fund  invests  at least  25% of its  assets  in  internet
companies.  The internet is a global  network of computers  that allows users to
quickly and easily share information and conduct business. Users of the internet
include  commercial and professional  organizations,  educational  institutions,
government  agencies,  and  consumers;  they  use the  internet  to  communicate
electronically, access and share information, and conduct business. Internet and
internet related  companies  include internet access  providers;  companies that
develop  software  tools to access the internet and facilitate  secure  internet
transactions;  companies that manufacture  personal computers and other hardware
used in conjunction with the internet;  companies that manufacture  software and
other technologies used in conjunction with the internet;  companies engaging in
electronic  commerce;  companies  publishing  information  about  the  internet;
companies that develop or provide  communication systems or other infrastructure
for the internet;  companies that supply  information,  such as games, music and
video, on the internet;  companies that consult on the design and implementation
of internet  strategies;  and other internet and intranet related businesses and
technologies.  The  types  of  companies  that  are  considered  "internet"  and
"internet related" companies will change as technology and applications change.

      The Fixed Income Fund invests  primarily in investment  grade fixed income
securities.  The Fund may also  invest  in fixed  income  securities  which  are
unrated if the Fund's advisor  determines that they are of comparable quality to
securities rated investment  grade.  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. In
addition,  changes in economic conditions or other circumstances are more likely
to lead to a weakened capacity to make principal and interest payments than with
higher grade  securities.  If the rating of an investment  grade  security drops
below investment  grade, the Fund's 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  Technology  Fund and the Large-Cap  Fund are each  expected  under
normal  circumstances  to invest no more than 15% of its net assets in  American
Depository  Receipts  (ADRs).  An ADR is a certificate of ownership issued by an
U.S.  bank as a  convenience  to  investors  instead of the  underlying  foreign
security,  which the bank holds in  custody.  In  general,  foreign  investments
involve  higher  risks than U.S.  investments.  Foreign  markets tend to be more
volatile  than  those  of the U.S.  and  bring  increased  exposure  to  foreign
economic,  political  and other  events  that can have a negative  effect on the
value of issuers in a particular foreign country.

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



      The  investment  objectives  and  strategies  of any Fund  may be  changed
without shareholder approval.

                              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  800-998-6658 to request free copies of the SAI and the Fund's
annual and semi-annual reports, to request other information about the Funds and
to make shareholder inquiries.

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






                                 WESTCOTT FUNDS



                            Westcott Technology Fund

                             Westcott Large-Cap Fund

                           Westcott Fixed Income Fund.



                       STATEMENT OF ADDITIONAL INFORMATION



                              [____________], 2000

         This Statement of Additional Information is not a prospectus. It should
be read in conjunction  with the Prospectus of Westcott Funds dated [ ], 2000. 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 (800)
998-6658.


TABLE OF CONTENTS                                                           PAGE

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


ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK


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

INVESTMENT LIMITATIONS.........................................................8

THE INVESTMENT ADVISOR........................................................10
TRUSTEES AND OFFICERS.........................................................11

PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................12

DETERMINATION OF SHARE PRICE..................................................13

INVESTMENT PERFORMANCE........................................................14

CUSTODIAN.....................................................................16
TRANSFER AGENT................................................................16

ACCOUNTANTS...................................................................16

DISTRIBUTOR...................................................................16

ADMINISTRATOR.................................................................16



<PAGE>

                      DESCRIPTION OF THE TRUST AND THE FUND



         The Westcott  Technology  Fund,  Westcott  Large-Cap Fund, and Westcott
Fixed Income Fund (each a "Fund" or collectively, the "Funds") were organized as
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. Each Fund is one of
a series of funds currently  authorized by the Trustees.  The investment advisor
to each Fund is Aegis Asset Management, Inc. (the "Advisor").

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



         Prior  to the  public  offering  of  the  Funds,  AmeriPrime  Financial
Securities,  Inc. (the Fund's  distributor),  1793 Kingswood  Drive,  Suite 200,
Southlake, Texas 76092, purchased all of the outstanding shares of each Fund and
may be deemed to control the Funds. After the public offering  commences,  it is
anticipated that AmeriPrime  Financial  Securities,  Inc. will no longer control
the Funds. As the controlling shareholder, AmeriPrime Financial Securities, Inc.
would  control the outcome of any  proposal  submitted to the  shareholders  for
approval, including changes to a 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.



         As of  September  8,  2000,  the  following  persons  may be  deemed to
beneficially own five percent (5%) or more of the Westcott Technology Fund Class
A Shares:  Margaret  Guerriero,  Post Office Box 2052,  Jersey City,  New Jersey
07303-9998 - 44.92%;  Lora Jean Kilroy,  Post Office Box 2052,  Jersey City, New
Jersey  07303-9998 - 16.85%;  and Walter  Konrad,  Post Office Box 2052,  Jersey
City, New Jersey 07303-9998 - 11.48%.


         As of  September  8,  2000,  the  following  persons  may be  deemed to
beneficially  own five  percent  (5%) or more of the  Westcott  Technology  Fund
Institutional Shares:  Eckhard Pfeiffer,  Post Office Box 2052, Jersey City, New
Jersey 07303-9998 - 89.31%;  and Egger & Co., Post Office Box 2052, Jersey City,
New Jersey 07303-9998 - 9.14%.

         As of September 8, 2000,  Eckhard Pfeiffer may be deemed to control the
Westcott  Technology Fund as a result of his beneficial  ownership of the shares
of the Fund. As a controlling  shareholder,  he 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 adviser.

         As of  September  8, 2000,  the officers and trustees of the Trust as a
group may be deemed to beneficially own less than 1% of the Westcott  Technology
Fund.


                  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.  American  Depository  Receipts  (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.   The  Funds  have  no  present  intention  to  invest  in
unsponsored ADRs.



         B. Fixed Income Securities. The Fixed Income Fund may invest in a broad
range of fixed income  securities,  including  corporate debt  securities,  U.S.
government   securities,   mortgage-backed   securities,   zero  coupon   bonds,
asset-backed and  receivable-backed  securities and  participation  interests in
such securities.  Preferred stock and certain common stock  equivalents may also
be  considered  to be fixed  income  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 bonds or notes issued by corporations and
other business  organizations,  including  business trusts,  in order to finance
their credit needs.  Corporate debt securities  include  commercial  paper which
consists of short term (usually from one to two hundred  seventy days) unsecured
promissory  notes  issued by  corporations  in order to  finance  their  current
operations.  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"), 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. If the rating of a security by S&P or Moody's drops below
investment  grade,  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.

         Convertible  bonds may be converted  into or exchanged for a prescribed
amount of common  stock of the same or a different  issuer  within a  particular
period of time at a specified price or formula. A convertible  security entitles
the holder to receive interest generally paid or accrued on debt or the dividend
paid on preferred stock until the convertible  security  matures or is redeemed,
converted or exchanged.  Convertible  securities have several unique  investment
characteristics,  such as (a) higher yields than common stocks, but lower yields
than comparable nonconvertible securities, (b) a lesser degree of fluctuation in
value than the  underlying  stock since they have fixed income  characteristics,
and (c) the  potential  for  capital  appreciation  if the  market  price of the
underlying  common stock increases.  A convertible  security might be subject to
redemption at the option of the issuer at a price established in the convertible
security's governing  instrument.  If a convertible security held by the Fund is
called for  redemption,  the Fund may be required to permit the issuer to redeem
the security.

         Municipal securities are long and short term debt obligations issued by
or on behalf of states,  territories and  possessions of the United States,  the
District   of   Columbia   and   their   political    subdivisions,    agencies,
instrumentalities   and  authorities,   as  well  as  other  qualifying  issuers
(including the U.S. Virgin Islands, Puerto Rico and Guam), the income from which
is exempt from regular federal income tax and exempt from state tax in the state
of  issuance.  Municipal  securities  are issued to obtain  funds to  construct,
repair or improve various public facilities such as airports, bridges, highways,
hospitals,  housing,  schools, streets and water and sewer works, to pay general
operating expenses or to refinance outstanding debts. They also may be issued to
finance various private activities,  including the lending of funds to public or
private  institutions  for  construction  of  housing,  educational  or  medical
facilities or the financing of privately owned or operated facilities. Municipal
securities  consist  of tax  exempt  bonds,  tax  exempt  notes  and tax  exempt
commercial  paper.  Municipal  notes,  which are generally used to provide short
term  capital  needs  and  have  maturities  of one year of  less,  include  tax
anticipation  notes,  revenue  anticipation  notes, bond anticipation  notes and
construction loan notes. Tax exempt commercial paper typically  represents short
term,  unsecured,  negotiable  promissory  notes.  The Fund may  invest in other
municipal securities such as variable rate demand instruments.

                  The two principal  classifications of municipal securities are
"general  obligations" and "revenue" bonds.  General obligation bonds are backed
by the issuer's  full credit and taxing  power.  Revenue bonds are backed by the
revenues of a specific project,  facility or tax. Industrial development revenue
bonds are a specific  type of revenue  bond  backed by the credit of the private
issuer of the  facility,  and  therefore  investments  in these  bonds have more
potential  risk that the issuer will not be able to meet  scheduled  payments of
principal and interest.

                   The  Advisor   considers   municipal   securities  to  be  of
investment  grade  quality if they are rated BBB or higher by S&P, Baa or higher
by  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.  If the rating of a
security  by S&P or Moody's  drops below  investment  grade,  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.

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

         Mortgage-backed   securities   represent  an  interest  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.  Unscheduled  or early
payments on the  underlying  mortgages  may shorten  the  securities'  effective
maturities.  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  Fixed  Income  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 sold  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-backed  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.

         Collateralized    Mortgage    Obligations    (CMOs)   are    securities
collateralized by mortgages or mortgage-backed  securities. CMOs are issued with
a variety of classes or series,  which have  different  maturities and are often
retired in  sequence.  CMOs may be issued by  governmental  or  non-governmental
entities such as banks and other mortgage lenders. Non-government securities may
offer a higher yield but also may be subject to greater price  fluctuation  than
government  securities.  Investments  in CMOs are  subject  to the same risks as
direct investments in the underlying mortgage and mortgage-backed securities. In
addition,  in the event of a bankruptcy or other default of an entity who issued
the CMO held by the Fund, the Fund could  experience  both delays in liquidating
its position and losses.

         Financial  services  industry  obligations  consist of  certificates of
deposit,  time deposits and bankers'  acceptance  certificates.  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. 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.  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.

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



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



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

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

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

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



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

         F. Reverse Repurchase Agreements.  The Fixed Income Fund may enter into
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.

         When a separate  account  is  maintained  in  connection  with  reverse
repurchase agreements,  the securities deposited in the separate account will be
valued  daily at market  for the  purpose of  determining  the  adequacy  of the
securities  in the  account.  If the market value of such  securities  declines,
additional  cash,  U.S.  government   obligations  or  liquid  high  grade  debt
obligations  will be placed in the  account on a daily  basis so that the market
value of the  account  will  equal  the  amount  of the  Fund's  commitments  to
repurchase securities.  To the extent funds are in a separate account, they will
not be available for new investment or to meet redemptions.  Reverse  repurchase
agreements  constitute  a  borrowing  by the Fund and,  together  with all other
borrowings, will not represent more than 5% of the net assets of the Fund.



         Securities subject to reverse repurchase  agreements and the securities
held in the Fund's  portfolio  are subject to changes in market value based upon
the public's perception of the creditworthiness of the issuer and changes in the
level of interest rates (which will generally  result in all of those securities
changing  in value in the same  way,  i.e.,  all those  securities  experiencing
appreciation  when interest rates decline and  depreciation  when interest rates
rise).  Therefore,  if in order to achieve a higher  level of  income,  the Fund
remains  substantially  fully invested at the same time that it has entered into
reverse  repurchase  transactions,  there will be a possibility  that the market
value of the Fund's assets will have greater fluctuation.

INVESTMENT LIMITATIONS

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

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

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

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

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

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

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



         7. Concentration.  Neither the Large-Cap Fund nor the Fixed Income Fund
will  invest  25% or more of its total  assets  in a  particular  industry.  The
Technology  Fund will not invest 25% or more of its total assets in a particular
industry, other than the internet industry. This limitation is not applicable to
investments  in  obligations  issued or guaranteed by the U.S.  government,  its
agencies and instrumentalities or repurchase agreements with respect thereto.



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

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

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

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

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

         3. Margin Purchases.  No Fund will purchase  securities or evidences of
interest  thereon on "margin."  This  limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of  securities,  or to  arrangements  with  respect  to  transactions  involving
options,  futures  contracts,  short sales and other  permitted  investments and
techniques.

         4. Options. The Funds will not purchase or sell puts, calls, options or
straddles.


         5. Illiquid  Investments.  The Funds will not invest in securities  for
which there are legal or contractual  restrictions  on resale and other illiquid
securities.

         6.  Loans of  Portfolio  Securities.  The Funds  will not make loans of
portfolio securities.


THE INVESTMENT ADVISOR



         The investment advisor to the Westcott Funds is Aegis Asset Management,
Inc., 230 Westcott,  Suite 1, Houston,  Texas 77007 (the "Advisor").  William S.
Kilroy, Jr. is the controlling shareholder of the Advisor.

         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 each Fund except  brokerage,  taxes,
borrowing  costs (such as (a) interest and (b) dividend  expenses on  securities
sold  short),  fees and  expenses  of the  non-interested  person  trustees  and
extraordinary   expenses.  As  compensation  for  its  management  services  and
agreement to pay the Fund's expenses,  each Fund is obligated to pay the Advisor
a fee (based on average  daily net assets)  computed and accrued  daily and paid
monthly at the following annual rates:  Technology Fund, 1.70%;  Large-Cap Fund,
1.00%; Fixed Income Fund, 0.75%.



         The Advisor  retains the right to use the name "Westcott" 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  "Westcott"
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. 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  Funds  may  from  time  to time  purchase
securities  issued by banks which provide such services;  however,  in selecting
investments for the Funds, 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>


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


Name, Age and Address                Position                        Principal Occupations During Past 5 Years


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

*Kenneth D. Trumpfheller             President,       President,  Treasurer and Secretary of AmeriPrime Financial Services,
1793 Kingswood Drive                 Secretary and    Inc., the Fund's administrator,  and AmeriPrime Financial Securities,
Suite 200                            Trustee          Inc., the Fund's  distributor,  since 1994;  President and Trustee of
Southlake, Texas  76092                               AmeriPrime  Advisors Trust and AmeriPrime  Insurance Trust;  Prior to
Year of Birth:  1958                                  December,   1994,  a  senior  client  executive  with  SEI  Financial
                                                      Services.


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

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


*Robert A. Chopyak                   Treasurer and    Manager  of  AmeriPrime   Financial   Services,   Inc.,   the  Fund's


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

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


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
600 Jefferson Street                                  Trust Company since 1992; President and Director of Heritage Trust
Suite 350                                             Company from 1994-1996;  Vice President
Houston, TX 77002                                     and Manager of Investments  of Kanaly Trust Company
                                                      from 1988 to 1992.
Year of Birth:  1947



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



         The compensation  paid to the Trustees of the Trust for the fiscal year
ended September 30, 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.



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


                                     Aggregate               Total Compensation
                                     Compensation       from Trust (the Trust is

Name                                 from Trust           not in a Fund Complex)


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


Steve L. Cobb                           $21,000                      $21,000


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


Gary E. Hippenstiel                     $21,000                      $21,000


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






PORTFOLIO TRANSACTIONS AND BROKERAGE

         Subject to policies  established by the Board of Trustees of the Trust,
the Advisor is responsible for each Fund's  portfolio  decisions and the placing
of each Fund's portfolio transactions.  In placing portfolio  transactions,  the
Advisor seeks the best qualitative  execution for each Fund, taking into account
such factors as price (including the applicable  brokerage  commission or dealer
spread), the execution capability,  financial  responsibility and responsiveness
of the broker or dealer and the brokerage and research  services provided by the
broker or dealer.  The Advisor  generally seeks favorable  prices and commission
rates that are reasonable in relation to the benefits received.  Consistent with
the Rules of Fair Practice of the National  Association  of Securities  Dealers,
Inc., and subject to its obligation of seeking best qualitative  execution,  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 Funds  and/or the other
accounts over which the Advisor exercises investment  discretion and to pay such
brokers or dealers a commission in excess of the  commission  another  broker or
dealer would charge if the Advisor  determines in good faith that the commission
is reasonable  in relation to the value of the  brokerage and research  services
provided.  The determination may be viewed in terms of a particular  transaction
or the Advisor's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.

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



         While each Fund does not deem it practicable  and in its best interests
to  solicit   competitive  bids  for  commission  rates  on  each   transaction,
consideration  is regularly  given to posted  commission  rates as well as other
information   concerning  the  level  of   commissions   charged  on  comparable
transactions by qualified brokers.


         None of the Funds has any  obligation to deal with any broker or dealer
in the execution of its transactions.  However, it is contemplated that Westcott
Securities,  L.L.C., in its capacity as a registered broker-dealer,  will effect
substantially  all  securities  transactions  which are  executed  on a national
securities  exchange and  over-the-counter  transactions  conducted on an agency
basis.  Such  transactions  will be executed  at  competitive  commission  rates
through Pershing, Inc.



         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.



         Under the Investment  Company Act of 1940,  persons  affiliated with an
affiliate of the Advisor (such as Westcott Securities, L.L.C.) may be prohibited
from dealing with a Fund as a principal in the purchase and sale of  securities.
Therefore,  Westcott  Securities,  L.L.C.  will not serve as a Fund's  dealer in
connection with  over-the-counter  transactions.  However,  Westcott Securities,
L.L.C. may serve as a Fund's broker in over-the-counter  transactions  conducted
on an agency basis and will receive  brokerage  commissions  in connection  with
such transactions.  Such agency  transactions will be executed through Pershing,
Inc.

         A Fund will not  effect any  brokerage  transactions  in its  portfolio
securities with Westcott Securities, L.L.C. if such transactions would be unfair
or unreasonable to Fund  shareholders,  and the commissions  will be paid solely
for the  execution  of trades  and not for any  other  services.  The  Agreement
provides that  affiliates  of  affiliates  of the Advisor may receive  brokerage
commissions  in connection  with effecting  such  transactions  for the Fund. In
determining the commissions to be paid to Westcott Securities, L.L.C., it is the
policy of each Fund that such  commissions  will, in the judgment of the Trust's
Board of Trustees, be (a) at least as favorable to the Fund as those which would
be charged by other qualified brokers having comparable execution capability and
(b) at least as favorable to the Fund as commissions  contemporaneously  charged
by Westcott Securities,  L.L.C. on comparable  transactions for its most favored
unaffiliated  customers,  except for  customers of Westcott  Securities,  L.L.C.
considered  by a  majority  of  the  Trust's  disinterested  Trustees  not to be
comparable  to the Fund.  The  disinterested  Trustees from time to time review,
among other things,  information relating to the commissions charged by Westcott
Securities,  L.L.C.  to the Fund and its  other  customers,  and rates and other
information concerning the commissions charged by other qualified brokers.

         The Agreement  does not provide for a reduction of the Advisor's fee by
the amount of any profits earned by Westcott  Securities,  L.L.C. from brokerage
commissions generated from portfolio transactions of the Funds.

         While the Funds  contemplate  no  ongoing  arrangements  with any other
brokerage  firms,  brokerage  business  may be given  from time to time to other
firms.  Westcott  Securities,  L.L.C.  will  not  receive  reciprocal  brokerage
business as a result of the brokerage business placed by the Funds with others.

         When a Fund and another of the  Advisor's  clients  seek to purchase or
sell the same  security  at or about the same time,  the Advisor may execute the
transaction on a combined  ("blocked") basis.  Blocked  transactions can produce
better  execution  for  the  Funds  because  of  the  increased  volume  of  the
transaction.  If the entire blocked order is not filled,  a 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, a Fund may not be able to obtain
as large an execution of an order to sell or as high a price for any  particular
portfolio  security  if the  other  client  desires  to sell the same  portfolio
security  at the same time.  In the event that the entire  blocked  order is not
filled, the purchase or sale will normally be allocated on a pro rata basis. The
allocation  may be adjusted by the Advisor,  taking into account such factors as
the size of the  individual  orders  and  transaction  costs,  when the  Advisor
believes an adjustment is reasonable.


DETERMINATION OF SHARE PRICE

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


         Securities   that  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
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 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 Adviser,  in conformity with  guidelines  adopted by and 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 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 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

         Each 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.

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

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

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

         Each   Fund   may   also   advertise    performance    information   (a
"non-standardized  quotation")  which is  calculated  differently  from  average
annual  total  return.  A  non-standardized  quotation  of total return may be a
cumulative  return  which  measures  the  percentage  change  in the value of an
account  between the beginning and end of a period,  assuming no activity in the
account other than reinvestment of dividends and capital gains distributions.  A
non-standardized  quotation  may also be an average  annual  compounded  rate of
return  over a  specified  period,  which may be a period  different  from those
specified  for average  annual total  return.  In addition,  a  non-standardized
quotation may be an indication of the value of a $10,000 investment (made on the
date of the initial  public  offering  of the Fund's  shares) as of the end of a
specified period. These non-standardized quotations do not include the effect of
the  applicable  sales  load  which,  if  included,   would  reduce  the  quoted
performance.  A  non-standardized  quotation  of total  return  will  always  be
accompanied by the Fund's average annual total return as described above.

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

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

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

CUSTODIAN



         Firstar Bank,  N.A.,  425 Walnut  Street,  M.L 6118,  Cincinnati,  Ohio
45202, is Custodian of the Funds' investments.  The Custodian acts as the Funds'
depository,  safekeeps its portfolio  securities,  collects all income and other
payments  with  respect  thereto,  disburses  funds at the  Funds'  request  and
maintains records in connection with its duties.



TRANSFER AGENT



         Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis,  Indiana  46204,  acts as the Funds'  transfer  agent and, in such
capacity,   maintains  the  records  of  each  shareholder's  account,   answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of the Funds' shares,  acts as dividend and distribution  disbursing
agent and performs  other  accounting  and  shareholder  service  functions.  In
addition,  Unified  provides  the Funds  with fund  accounting  services,  which
includes certain monthly reports,  record-keeping  and other  management-related
services.  For its services as fund  accountant,  Unified receives an annual fee
from the  Advisor  equal to  0.0275%  of the  Funds'  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 September 30, 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
Funds.  Kenneth D.  Trumpfheller,  a Trustee  and  officer  of the Trust,  is an
affiliate of the Distributor. The Distributor is obligated to sell the shares of
the Funds on a best efforts basis only against  purchase  orders for the shares.
Shares of the Funds are offered to the public on a continuous basis.

ADMINISTRATOR

         The Funds retain AmeriPrime  Financial  Services,  Inc., 1793 Kingswood
Drive,  Suite 200,  Southlake,  TX 76092,  (the  "Administrator")  to manage the
Funds'  business  affairs and provide  the Funds with  administrative  services,
including all regulatory reporting and necessary office equipment, personnel and
facilities.  The Administrator  receives a monthly fee from the Adviser equal to
an annual  average rate of 0.10% of each Fund's  average  daily net assets up to
fifty million dollars, 0.075% of each Fund's average daily net assets from fifty
to one  hundred  million  dollars and 0.050% of each  fund's  average  daily net
assets over one hundred million dollars.

AmeriPrime Funds

PART C.  OTHER INFORMATION

Item 23.  Exhibits

(a)  Articles of Incorporation.

     (i) Copy of  Registrant's  Declaration  of  Trust,  which  was  filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 11, is hereby incorporated
by reference.

     (ii) Copy of Amendment No. 1 to  Registrant's  Declaration of Trust,  which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 11, is
hereby incorporated by reference.

     (iii) Copy of Amendment No. 2 to Registrant's  Declaration of Trust,  which
was filed as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No. 1, is
hereby incorporated by reference.

     (iv) Copy of Amendment No. 3 to  Registrant's  Declaration of Trust,  which
was filed as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No. 4, is
hereby incorporated by reference.

     (v) Copy of Amendment No. 4 to Registrant's Declaration of Trust, which was
filed as an Exhibit to  Registrant's  Post-Effective  Amendment No. 4, is hereby
incorporated by reference.

     (vi)  Copy  of  Amendment  No.  5  and  Amendment  No.  6  to  Registrant's
Declaration  of  Trust,   which  were  filed  as  an  Exhibit  to   Registrant's
Post-Effective Amendment No. 8, are hereby incorporated by reference.

     (viii) Copy of Amendment No. 7 to Registrant's  Declaration of Trust, which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 11, is
hereby incorporated by reference.

     (ix) Copy of Amendment No. 8 to  Registrant's  Declaration of Trust,  which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 12, is
hereby incorporated by reference.

     (x) Copy of Amendment No. 9 to Registrant's  Declaration of Trust which was
filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 15, is hereby
incorporated by reference.

     (xi) Copy of Amendment No. 10 to Registrant's  Declaration of Trust,  which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 16, is
hereby incorporated by reference.

     (xii) Copy of Amendment No. 11 to Registrant's  Declaration of Trust, which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 17, is
hereby incorporated by reference.

     (xiii) Copy of Amendment No. 12 to Registrant's Declaration of Trust, which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 23, is
hereby incorporated by reference.

     (xiv) Copy of Amendment No. 13 to Registrant's  Declaration of Trust, which
was filed as an  Exhibit to  Registrant's  Post-Effective  Amendment  No. 23, is
hereby incorporated by reference.

     (xv) Copy of Amendments  No. 14-17 to  Registrant's  Declaration  of Trust,
which were filed as Exhibits to  Registrant's  Post-Effective  Amendment No. 27,
are hereby incorporated by reference.

     (xvi) Copy of Amendments  No. 18-19 to  Registrant's  Declaration of Trust,
which were filed as Exhibits to  Registrant's  Post-Effective  Amendment No. 30,
are hereby incorporated by reference.

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

     (b) By-Laws. Copy of Registrant's By-Laws, which was filed as an Exhibit to
Registrant's   Post-Effective  Amendment  No.  11,  is  hereby  incorporated  by
reference.

     (c) Instruments Defining Rights of Security Holders. None other than in the
Declaration of Trust, as amended, and By-Laws of the Registrant.

(d)  Investment Advisory Contracts.

     (i) Copy of Registrant's  Management Agreement with Carl Domino Associates,
L.P.,  advisor to Carl Domino Equity Income Fund,  which was filed as an Exhibit
to  Registrant's  Post-Effective  Amendment  No. 11, is hereby  incorporated  by
reference.

     (ii)  Copy of  Registrant's  Management  Agreement  with  Jenswold,  King &
Associates,  advisor to Fountainhead  Special Value Fund,  which was filed as an
Exhibit to Registrant's  Post-Effective  Amendment No. 8, is hereby incorporated
by reference.


     (iii) Copy of Registrant's Management Agreement with GLOBALT, Inc., advisor
to GLOBALT Growth Fund, is filed herewith.


     (iv) Copy of Registrant's Management Agreement with IMS Capital Management,
Inc.,  advisor to the IMS Capital  Value Fund,  which was filed as an Exhibit to
Registrant's   Post-Effective   Amendment  No.  2,  is  hereby  incorporated  by
reference.

     (v) Copy of Registrant's  Management Agreement with Commonwealth  Advisors,
Inc.,  advisor to Florida Street Bond Fund and Florida Street Growth Fund, which
was filed as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No. 8, is
hereby incorporated by reference.

     (vi) Copy of  Registrant's  Management  Agreement  with  Corbin &  Company,
advisor to Corbin  Small-Cap Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 8, is hereby incorporated by reference.

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

     (viii) Copy of  Registrant's  Management  Agreement  with The Jumper Group,
Inc.,  advisor to the Jumper  Strategic  Advantage  Fund,  which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 23, is hereby incorporated
by reference.

     (ix) Copy of  Registrant's  Management  Agreement  with  Appalachian  Asset
Management,  Inc., advisor to the AAM Equity Fund, which was filed as an Exhibit
to  Registrant's  Post-Effective  Amendment  No. 17, is hereby  incorporated  by
reference.

     (x) Copy of Registrant's Management Agreement with Martin Capital Advisors,
L.L.P., advisor to the Austin Opportunity Fund, which was filed as an Exhibit to
Registrant's   Post-Effective  Amendment  No.  23,  is  hereby  incorporated  by
reference.


     (xi) Copy of Registrant's Management Agreement with Martin Capital Advisors
L.L.P., advisor to the Texas Opportunity Fund, is filed herewith.


     (xii)  Copy  of  Registrant's  Management  Agreement  with  Martin  Capital
Advisors  L.L.P.,  advisor to the U.S.  Opportunity  Fund, which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 29, is hereby incorporated
by reference.

     (xiii) Copy of Registrant's Management Agreement with Gamble, Jones, Morphy
& Bent,  advisor  to the GJMB  Growth  Fund,  which was filed as an  Exhibit  to
Registrant's   Post-Effective  Amendment  No.  23,  is  hereby  incorporated  by
reference.

     (xiv)  Copy  of   Registrant's   Management   Agreement  with  Carl  Domino
Associates,  L.P., advisor to the Carl Domino Growth Fund, which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 23, is hereby incorporated
by reference.

     (xv) Copy of Registrant's Management Agreement with Carl Domino Associates,
L.P.,  advisor to the Carl Domino Global Equity Income Fund,  which was filed as
an  Exhibit  to  Registrant's   Post-Effective   Amendment  No.  23,  is  hereby
incorporated by reference.

     (xvi)  Copy  of  Registrant's  Management  Agreement  with  Dobson  Capital
Management, Inc., advisor to the Dobson Covered Call Fund, which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 25, is hereby incorporated
by reference.

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

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

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

     (xx) 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.

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

     (xxii) 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.

     (xxiii)  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.

     (xxiv) 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.

     (xxv)  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.

     (xxvi) 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.

     (xxvii) 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.

     (xxviii)  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.

     (xxix) 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.

     (xxx) 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.

     (xxxi) 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.

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

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


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


     (xxxv)  Copy  of  Registrant's   Management   Agreement  with  Aegis  Asset
Management,  Inc., advisor to the Westcott Large-Cap Fund, which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 39, is hereby incorporated
by reference.

     (xxxvi)  Copy  of  Registrant's   Management  Agreement  with  Aegis  Asset
Management,  Inc., advisor to the Westcott Fixed Income Fund, which was filed as
an  Exhibit  to  Registrant's   Post-Effective   Amendment  No.  39,  is  hereby
incorporated by reference.

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

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

(f) Bonus or Profit Sharing Contracts.  None.

(g) Custodian Agreements.

     (i) Copy of Registrant's  Agreement with the Custodian,  Firstar Bank, N.A.
(formerly   Star  Bank),   which  was  filed  as  an  Exhibit  to   Registrant's
Post-Effective Amendment No. 11, is hereby incorporated by reference.


     (ii) Copy of  Registrant's  Appendix B to the Agreement with the Custodian,
Firstar Bank, N.A., which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 43, is hereby incorporated by reference.


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

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

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

(j)      Other Opinions.

(i)      Consent of McCurdy & Associates CPA's, Inc. is filed herewith.

(k)  Omitted Financial Statements.  None.

     (l) Initial  Capital  Agreements.  Copy of Letter of Initial  Stockholders,
which was filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 11,
is hereby incorporated by reference.

(m)   Rule 12b-1 Plan.

     (i) Form of Registrant's Rule 12b-1 Service  Agreement,  which was filed as
an  Exhibit  to   Registrant's   Post-Effective   Amendment  No.  1,  is  hereby
incorporated by reference.

     (ii) Copy of  Registrant's  Rule  12b-1  Distribution  Plan for the  Austin
Opportunity  Fund, which was filed as an Exhibit to Registrant's  Post-Effective
Amendment No. 17, is hereby incorporated by reference.

     (iii)  Copy of  Registrant's  Rule  12b-1  Distribution  Plan for the Texas
Opportunity  Fund, which was filed as an Exhibit to Registrant's  Post-Effective
Amendment No. 17, is hereby incorporated by reference.

     (iv)  Copy of  Registrant's  Rule  12b-1  Distribution  Plan  for the  U.S.
Opportunity  Fund, which was filed as an Exhibit to Registrant's  Post-Effective
Amendment No. 17, is hereby incorporated by reference.

     (v) Copy of  Registrant's  Rule  12b-1  Distribution  Plan  for the  Jumper
Strategic  Advantage  Fund,  which  was  filed  as an  Exhibit  to  Registrant's
Post-Effective Amendment No. 24, is hereby incorporated by reference.

     (vi) Copy of  Registrant's  Rule  12b-1  Distribution  Plan for the  Dobson
Covered Call Fund, which was filed as an Exhibit to Registrant's  Post-Effective
Amendment No. 24, is hereby incorporated by reference.

     (vii) Copy of  Registrant's  Rule 12b-1  Distribution  Plan for the Ariston
Convertible  Securities  Fund,  which was filed as an  Exhibit  to  Registrant's
Post-Effective Amendment No. 27, is hereby incorporated by reference.

     (viii) Copy of  Registrant's  Rule 12b-1  Distribution  Plan for the Leader
Converted  Mutual  Bank  Fund,  which was filed as an  Exhibit  to  Registrant's
Post-Effective Amendment No. 27, is hereby incorporated by reference.


     (ix) Copy of  Registrant's  Rule 12b-1  Distribution  Plan for the Westcott
Technology Fund (f/k/a the Westcott Nothing But Net Fund), which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 28, is hereby incorporated
by reference.


     (x) Copy of  Registrant's  Rule 12b-1  Distribution  Plan for the  Westcott
Large-Cap  Fund,  which was filed as an Exhibit to  Registrant's  Post-Effective
Amendment No. 28, is hereby incorporated by reference.

     (xi) Copy of  Registrant's  Rule 12b-1  Distribution  Plan for the Westcott
Fixed Income Fund, which was filed as an Exhibit to Registrant's  Post-Effective
Amendment No. 28, is hereby incorporated by reference.

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

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

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

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

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

(n)  Rule 18f-3 Plan.

     (i) Rule 18f-3 Plan for the Carl Domino Equity Income Fund, which was filed
as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  16,  is hereby
incorporated by reference.

     (ii) Rule 18f-3 Plan for the Jumper  Strategic  Advantage  Fund,  which was
filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 21, is hereby
incorporated by reference.

     (iii) Rule 18f-3 Plan for the Westcott Funds, which was filed as an Exhibit
to  Registrant's  Post-Effective  Amendment  No. 28, is hereby  incorporated  by
reference.

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

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

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

(o) Reserved.

(p) Codes of Ethics.


     (i) Code of Ethics of  Registrant,  its  underwriter  and advisers is filed
herewith.


(q) Powers of Attorney

     (i) Power of Attorney for Registrant and Certificate  with respect thereto,
which were filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 5,
are hereby incorporated by reference.

     (ii) Powers of Attorney for  Trustees of the Trust,  which were filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 5, are hereby incorporated
by reference.

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


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

     Item 24. Persons  Controlled by or Under Common Control with the Registrant
(As of September 8, 2000)

     (a) Charles L.  Dobson,  may be deemed to control the Dobson  Covered  Call
Fund as a result of his beneficial  ownership of the Fund  (72.97%).  Charles L.
Dobson  controls  Dobson  Capital  Management,  Inc. (a California  corporation)
because he owns 100% of its shares. As a result, Dobson Capital Management, Inc.
and the Fund may be deemed to be under the common control of Charles L. Dobson.

     (b) J.  Jeffrey  Auxier may be deemed to control the Auxier Focus Fund as a
result of his  beneficial  ownership of the Fund  (49.13%).  J.  Jeffrey  Auxier
controls  Auxier Asset  Management,  LLC (an Oregon limited  liability  company)
because he owns a majority of its shares. As a result,  Auxier Asset Management,
LLC and the Fund may be deemed  to be under the  common  control  of J.  Jeffrey
Auxier.

     (c) Roger E. King may be deemed to control  the  Fountainhead  Kaleidoscope
Fund as a result of his beneficial ownership of the Fund (25.92%). Roger E. King
controls King Investment Advisors,  Inc. (a Texas corporation) because he owns a
majority of its shares. As a result, King Investment Advisors, Inc. and the Fund
may be deemed to be under the common control of Roger E. King.


Item 25.   Indemnification

     (a)  Article  VI of the  Registrant's  Declaration  of Trust  provides  for
indemnification of officers and Trustees as follows:

     Section 6.4  Indemnification  of Trustees,  Officers,  etc.  Subject to and
except as otherwise provided in the Securities Act of 1933, as amended,  and the
1940 Act, the Trust shall indemnify each of its Trustees and officers (including
persons who serve at the Trust's  request as directors,  officers or trustees of
another  organization  in which  the Trust has any  interest  as a  shareholder,
creditor or otherwise  (hereinafter  referred to as a "Covered  Person") against
all  liabilities,  including but not limited to amounts paid in  satisfaction of
judgments,  in compromise  or as fines and  penalties,  and expenses,  including
reasonable  accountants'  and counsel  fees,  incurred by any Covered  Person in
connection  with  the  defense  or  disposition  of any  action,  suit or  other
proceeding,  whether civil or criminal,  before any court or  administrative  or
legislative  body, in which such Covered Person may be or may have been involved
as a party or  otherwise  or with  which  such  person  may be or may have  been
threatened,  while in office or  thereafter,  by reason of being or having  been
such a Trustee or  officer,  director  or  trustee,  and except  that no Covered
Person  shall  be  indemnified  against  any  liability  to  the  Trust  or  its
Shareholders  to which such Covered Person would  otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.

     Section 6.5 Advances of Expenses.  The Trust shall advance  attorneys' fees
or other expenses  incurred by a Covered Person in defending a proceeding to the
full extent  permitted by the Securities Act of 1933, as amended,  the 1940 Act,
and Ohio Revised Code Chapter 1707,  as amended.  In the event any of these laws
conflict with Ohio Revised Code Section 1701.13(E),  as amended, these laws, and
not Ohio Revised Code Section 1701.13(E), shall govern.

     Section   6.6   Indemnification   Not   Exclusive,   etc.   The   right  of
indemnification  provided by this Article VI shall not be exclusive of or affect
any other  rights to which any such Covered  Person may be entitled.  As used in
this Article VI, "Covered  Person" shall include such person's heirs,  executors
and administrators. Nothing contained in this article shall affect any rights to
indemnification  to which  personnel  of the  Trust,  other  than  Trustees  and
officers,  and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to  purchase  and  maintain  liability  insurance  on
behalf of any such person.

     The  Registrant  may not pay for insurance  which protects the Trustees and
officers against  liabilities rising from action involving willful  misfeasance,
bad faith,  gross negligence or reckless disregard of the duties involved in the
conduct of their offices.

     (b) The  Registrant  may  maintain a standard  mutual  fund and  investment
advisory  professional and directors and officers  liability policy. The policy,
if  maintained,  would  provide  coverage to the  Registrant,  its  Trustees and
officers, and could cover its advisors,  among others. Coverage under the policy
would  include  losses  by  reason of any act,  error,  omission,  misstatement,
misleading statement, neglect or breach of duty.

     (c)  Pursuant to the  Underwriting  Agreement,  the Trust  shall  indemnify
Underwriter and each of Underwriter's  Employees  (hereinafter  referred to as a
"Covered Person") against all liabilities,  including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties,  and
expenses,  including  reasonable  accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or  other   proceeding,   whether  civil  or  criminal,   before  any  court  or
administrative  or legislative  body, in which such Covered Person may be or may
have been  involved as a party or  otherwise or with which such person may be or
may have been  threatened,  while serving as the underwriter for the Trust or as
one of Underwriter's Employees, or thereafter, by reason of being or having been
the underwriter for the Trust or one of Underwriter's  Employees,  including but
not limited to liabilities arising due to any  misrepresentation or misstatement
in the Trust's prospectus,  other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be  indemnified  against  any  liability  to which  such  Covered  Person  would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence or reckless disregard of the duties of such Covered Person.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant to the  provisions  of Ohio law and the  Agreement and
Declaration  of the Registrant or the By-Laws of the  Registrant,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee,  officer or controlling  person in connection  with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

Item 26.  Business and Other Connections of Investment Advisor


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

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


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


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

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



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


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

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


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


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

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


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


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

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


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


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

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


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


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

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


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


     H.  The  Jumper  Group,  Inc.,  1 Union  Square,  Suite  505,  Chattanooga,
Tennessee 37402, ("Jumper"),  Advisor to the Jumper Strategic Advantage Fund, is
a registered investment advisor.

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


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


     I. Appalachian Asset Management, Inc., 1018 Kanawha Blvd., East, Suite 209,
Charleston,  WV 25301  ("AAM"),  Advisor to AAM  Equity  Fund,  is a  registered
investment advisor.

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


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


     J. Martin Capital Advisors,  L.L.P. ("Martin"),  816 Congress Avenue, Suite
1540,  Austin,  TX 78701 ("Martin"),  Advisor to Austin  Opportunity Fund, Texas
Opportunity Fund, and U.S. Opportunity Fund, is a registered investment advisor.

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


     (2)  Information  with  respect  to each  officer  and  member of Martin is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-55669).


     K. Gamble,  Jones, Morphy & Bent, Inc., 301 East Colorado Boulevard,  Suite
802,  Pasadena,  California  91101  ("GJMB"),  Advisor  to the GJMB  Fund,  is a
registered investment advisor.

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


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


     L. Dobson Capital  Management,  Inc., 1422 Van Ness Street.,  Santa Ana, CA
92707  ("Dobson"),  Advisor to the Dobson  Covered  Call Fund,  is a  registered
investment advisor.

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


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


     M.  Auxier  Asset  Management,  LLC,  8050 S.W.  Warm  Springs,  Suite 130,
Tualatin,  OR 97062 ("Auxier"),  Advisor to the Auxier Focus Fund, is registered
investment advisor.

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


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


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

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


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


     O. Columbia  Partners,  L.L.C.,  Investment  Management,  1775 Pennsylvania
Avenue,  N.W.,  Washington,  DC  20006  ("Columbia"),  Advisor  to the  Columbia
Partners Equity Fund, is a registered investment advisor.

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


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


     P.  Legacy  Investment  Group,  LLC,  d/b/a Cash  Management  Systems,  290
Turnpike Road, #338,  Westborough,  Massachusetts  ("CMS"),  Advisor to The Cash
Fund, is a registered investment advisor.

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


     (2)  Information  with  respect  to  each  officer  and  member  of  CMS is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-56211).


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

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


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


     R. Leader  Capital Corp.,  121 S.W.  Morrison St., Ste. 450,  Portland,  OR
97204  ("Leader"),  Advisor  to the Leader  Converted  Mutual  Bank  Fund,  is a
registered investment advisor.

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


     (2)  Information  with  respect to each  officer and  director of Leader is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-56684).


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

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


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


Item 27.  Principal Underwriters

     A. AmeriPrime  Financial  Securities,  Inc., is the Registrant's  principal
underwriter.   Kenneth  D.  Trumpfheller,   1793  Kingswood  Drive,  Suite  200,
Southlake,  Texas  76092,  is the  President,  Secretary  and  Treasurer  of the
underwriter  and the  President,  Treasurer  and  Secretary and a Trustee of the
Registrant.  It is also the  underwriter  for the  AmeriPrime  Insurance  Trust,
AmeriPrime  Advisors Trust, the Kenwood Funds, the Rockland Funds Trust, the 10K
SmartTrust  and the TANAKA  Funds,  Inc.  B.  Information  with  respect to each
director and officer of AmeriPrime Financial Securities, Inc. is incorporated by
reference to Schedule A of Form BD filed by it under the Securities Exchange Act
of 1934 (File No. 8-48143). C. Not applicable.

Item 28.  Location of Accounts and Records

     Accounts,  books and other  documents  required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
will be  maintained  by the  Registrant  at 1793  Kingswood  Drive,  Suite  200,
Southlake,  Texas 76092;  and/or by the Registrant's  Custodians,  Firstar Bank,
N.A., 425 Walnut Street, Cincinnati,  Ohio 45202; and UMB Bank, N.A., Securities
Administration Dept., 928 Grand Blvd., 10th Floor, Kansas City, MO 64106; and/or
transfer and  shareholder  service  agent,  Unified  Fund  Services,  Inc.,  431
Pennsylvania Street, Indianapolis, IN 46204.

Item 29.  Management Services Not Discussed in Parts A or B

         None.

Item 30.  Undertakings

         None.


                                   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 27th day of September, 2000.


                                AmeriPrime Funds

BY:/s/ Donald S. Mendelsohn
       Donald    S. Mendelsohn,
       Attorney-in-Fact

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Kenneth D. Trumpfheller,*
President and Trustee

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


Robert A. Chopyak,* Treasurer                     September 27, 2000
and Chief Financial Officer






                                  EXHIBIT INDEX

1.   Management Agreement with GLOBALT, Inc. .....................EX-99.23.d.iii
2.   Management Agreement with Martin Capital Advisors L.L.P......EX-99.23.d.xi
3.   Consent of Counsel ..........................................EX-99.23.i.iv
4.   Consent of Auditors..........................................EX-99.23.j.i
5.   Code of Ethics...............................................EX-99.23.p.i



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