AMERIPRIME FUNDS
N-30D, 2000-07-10
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<TABLE>
<CAPTION>
AAM EQUITY FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000
(UNAUDITED)
<S>                                                      <C>                      <C>
COMMON STOCK - 95.9%                                        SHARES                        VALUE

BASIC INDUSTRIES - 7.6%
MANUFACTURERS - DIVERSIFIED - 4.3%
Honeywell International, Inc.                                    1,300                       $ 72,881
Tredegar Corp.                                                   2,500                         64,844
Tyco International Ltd.                                          1,200                         55,125
                                                                                    ------------------
                                                                                              192,850
                                                                                    ------------------
METALS & MINING - 1.7%
Alcoa, Inc.                                                      1,200                         77,775
                                                                                    ------------------
PAPER & FOREST PRODUCTS - 1.6%
Avery Dennison Corp.                                             1,075                         70,547
                                                                                    ------------------

   TOTAL BASIC INDUSTRIES                                                                     341,172
                                                                                    ------------------
CONSTRUCTION & REAL ESTATE - 2.5%
CONSTRUCTION - 2.5%
Martin Marietta Materials, Inc.                                  2,100                        111,300
                                                                                    ------------------
DURABLES - 7.0%
AUTOS & AUTO PARTS - 2.1%
Ford Motor Co.                                                   1,750                         95,703
                                                                                    ------------------
CONSUMER ELECTRONICS - 4.9%
Circuit City Stores, Inc. - Circuit City Group                   1,600                         94,100
Koninklijke Philips Electronics N.V. (c)                         2,800                        124,950
                                                                                    ------------------
                                                                                              219,050
                                                                                    ------------------

   TOTAL DURABLES                                                                             314,753
                                                                                    ------------------
ELECTRONICS - 2.8%
SEMICONDUCTORS - 2.8%
Intel Corp.                                                      1,000                        126,812
                                                                                    ------------------
ENERGY - 9.8%
ENERGY SERVICES - 4.5%
Halliburton Co.                                                  2,000                         88,375
Schlumberger Ltd.                                                1,500                        114,844
                                                                                    ------------------
                                                                                              203,219
                                                                                    ------------------
OIL & GAS - 5.3%
BP Amoco PLC (d)                                                 1,640                         83,640
Chevron Corp.                                                    1,000                         85,750
Conoco Inc. - Class A                                            3,000                         71,250
                                                                                    ------------------
                                                                                              240,640
                                                                                    ------------------

   TOTAL ENERGY                                                                               443,859
                                                                                    ------------------
AAM EQUITY FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                   SHARES                        VALUE

FINANCE - 12.3%
BANKS - 5.2%
CCB Financial Corp.                                              1,500                       $ 59,437
Citigroup, Inc.                                                  1,500                         89,156
SunTrust Banks, Inc.                                               800                         40,600
Wachovia Corp.                                                     750                         47,016
                                                                                    ------------------
                                                                                              236,209
                                                                                    ------------------
DIVERSIFIED - 2.6%
BB&T Corp.                                                       2,500                         66,563
Capital One Financial Corp.                                      1,125                         49,219
                                                                                    ------------------
                                                                                              115,782
                                                                                    ------------------
INSURANCE - 4.5%
American International Group, Inc.                                 875                         95,977
Berkshire Hathaway, Inc. - Class B (a)                              25                         47,903
Markel Corp. (a)                                                   400                         58,000
                                                                                    ------------------
                                                                                              201,880
                                                                                    ------------------

   TOTAL FINANCE                                                                              553,871
                                                                                    ------------------
HEALTH - 10.3%
DIVERSIFIED - 5.5%
American Home Products Corp.                                     1,800                        101,137
Bristol-Myers Squibb Co.                                         1,250                         65,547
Johnson & Johnson                                                1,000                         82,500
                                                                                    ------------------
                                                                                              249,184
                                                                                    ------------------
DRUGS & PHARMACEUTICALS - 4.8%
Amgen, Inc. (a)                                                  1,500                         84,000
Merck & Co., Inc.                                                1,000                         69,625
Schering-Plough Corp.                                            1,500                         60,469
                                                                                    ------------------
                                                                                              214,094
                                                                                    ------------------

   TOTAL HEALTH                                                                               463,278
                                                                                    ------------------
INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%
ELECTRICAL EQUIPMENT - 2.6%
General Electric Co.                                               750                        117,938
                                                                                    ------------------
MEDIA & LEISURE - 8.7%
BROADCASTING - 6.3%
AT&T Liberty Media Group - Class A (a)                           1,775                         88,639
Cox Communications Inc. - Class A (a)                            1,500                         64,125
Media General, Inc. - Class A                                    1,500                         73,781
MediaOne Group, Inc. (a)                                           750                         56,625
                                                                                    ------------------
                                                                                              283,170
                                                                                    ------------------

AAM EQUITY FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                   SHARES                        VALUE

MEDIA & LEISURE (CONTINUED)
ENTERTAINMENT - 2.4%
Disney (Walt) Co.                                                2,500                      $ 108,281
                                                                                    ------------------

  TOTAL MEDIA & LEISURE                                                                       391,451
                                                                                    ------------------
NON-DURABLES - 5.2%
BEVERAGES - 3.1%
Anheuser-Busch Cos., Inc.                                          975                         68,798
Coca-Cola Co.                                                    1,500                         70,594
                                                                                    ------------------
                                                                                              139,392
                                                                                    ------------------
FOODS - 0.9%
Sara Lee Corp.                                                   2,800                         42,000
                                                                                    ------------------
HOUSEHOLD PRODUCTS - 1.2%
Gillette Co.                                                     1,500                         55,500
                                                                                    ------------------

   TOTAL NON-DURABLES                                                                         236,892
                                                                                    ------------------

RETAIL & WHOLESALE - 4.3%
DRUG STORES - 1.6%
Walgreen Co.                                                     2,500                         70,625
                                                                                    ------------------
SPECIALTY - 2.7%
Sysco Corp.                                                      1,600                         60,200
Zale Corp. (a)                                                   1,500                         61,875
                                                                                    ------------------
                                                                                              122,075
                                                                                    ------------------

   TOTAL RETAIL & WHOLESALE                                                                   192,700
                                                                                    ------------------
TECHNOLOGY - 12.6%
COMPUTER SERVICES & SOFTWARE - 4.9%
Citrix Systems, Inc. (a)                                         1,200                         73,275
EMC Corp. (a)                                                      750                        104,203
Microsoft Corp. (a)                                                600                         41,850
                                                                                    ------------------
                                                                                              219,328
                                                                                    ------------------
COMPUTERS & OFFICE EQUIPMENT - 7.7%
3Com Corp. (a)                                                   1,000                         39,437
Cisco Systems, Inc. (a)                                          1,500                        103,992
Hewlett-Packard Co.                                                700                         94,500
International Business Machines Corp.                            1,000                        111,625
                                                                                    ------------------
                                                                                              349,554
                                                                                    ------------------

   TOTAL TECHNOLOGY                                                                           568,882
                                                                                    ------------------


AAM EQUITY FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                   SHARES                        VALUE

TELECOMMUNICATIONS - 3.3%
COMMUNICATIONS EQUIPMENT - 3.3%
Lucent Technologies, Inc.                                          975                       $ 60,633
Motorola, Inc.                                                     750                         89,297
                                                                                    ------------------
                                                                                              149,930
                                                                                    ------------------
UTILITIES - 6.9%
NATURAL GAS - 2.5%
Enron Corp.                                                      1,600                        111,500
                                                                                    ------------------
TELEPHONE SERVICES - 4.4%
AT&T Corp.                                                       1,100                         51,356
MCI WorldCom Inc. (a)                                            1,800                         81,788
SBC Communications, Inc.                                         1,500                         65,250
                                                                                    ------------------
                                                                                              198,394
                                                                                    ------------------

   TOTAL UTILITIES                                                                            309,894
                                                                                    ------------------

TOTAL COMMON STOCK  - (COST $3,559,815)                                                     4,322,732
                                                                                    ------------------

                                                             PRINCIPAL
                                                               AMOUNT                       VALUE
MONEY MARKET SECURITIES - 3.5%
Firstar Treasury Fund, 5.00% (b) (Cost $158,152)               158,152                        158,152
                                                                                    ------------------
TOTAL INVESTMENTS -  (COST $3,717,967) - 99.4%                                              4,480,884
                                                                                    ------------------
OTHER ASSETS LESS LIABILITIES - 0.6%                                                           26,198
                                                                                    ------------------
TOTAL NET ASSETS - 100.0%                                                                 $ 4,507,082
                                                                                    ==================

(a) Non-income producing
(b) Variable rate security;  the coupon rate shown  represents the rate at April 30, 2000.
(c) American Depository Receipt
(d) American Depository Shares
</TABLE>
<PAGE>
<TABLE>
<S>                                                               <C>                 <C>
AAM EQUITY FUND                                                                            APRIL 30, 2000
STATEMENT OF ASSETS AND LIABILITIES
(UNAUDITED)

ASSETS

Investment in securities, at value (cost $3,717,967)                                          $ 4,480,884
Dividends receivable                                                                                3,454
Interest receivable                                                                                   600
Receivable from investment advisor for
   reimbursed expenses                                                                              7,312
Deferred organizational costs                                                                      19,602
                                                                                        ------------------
     TOTAL ASSETS                                                                               4,511,852

LIABILITIES

Payable to custodian bank                                                    $ 4,770
                                                                    -----------------
     TOTAL LIABILITIES                                                                              4,770
                                                                                        ------------------

NET ASSETS                                                                                    $ 4,507,082
                                                                                        ==================

Net Assets consist of:
Paid in capital                                                                               $ 3,817,761
Accumulated undistributed net investment income                                                     4,232
Accumulated net realized loss on investments                                                      (77,828)
Net unrealized appreciation on investments                                                        762,917
                                                                                        ------------------

NET ASSETS, for 383,210 shares                                                                $ 4,507,082
                                                                                        ==================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share  ($4,507,082 / 383,210)                             $ 11.76
                                                                                        ==================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
AAM EQUITY FUND
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED APRIL 30, 2000
(UNAUDITED)
<S>                                                                         <C>                 <C>
INVESTMENT INCOME
Dividend Income                                                                                             $ 24,523
Interest Income                                                                                                5,072
                                                                                                  -------------------
TOTAL INCOME                                                                                                  29,595


EXPENSES
Investment advisory fee                                                                  25,363
Organizational expenses                                                                   3,090
Trustees' fees                                                                            1,992
                                                                              ------------------
Total expenses before reimbursement                                                      30,445
Reimbursed expenses                                                                      (5,082)
                                                                              ------------------
Total operating expenses                                                                                      25,363
                                                                                                  -------------------
NET INVESTMENT INCOME                                                                                          4,232
                                                                                                  -------------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                               14,512
Change in net unrealized appreciation (depreciation)
   on investment securities                                                             295,203
                                                                              ------------------
Net gain on investment securities                                                                            309,715
                                                                                                  -------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                       $ 313,947
                                                                                                  ===================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
AAM EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS
<S>                                                                       <C>                <C>
                                                                              SIX MONTHS
                                                                                ENDED               YEAR
                                                                              APRIL 30,            ENDED
                                                                                 2000           OCTOBER 31,
                                                                             (UNAUDITED)            1999
                                                                           -----------------  -----------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income                                                             $ 4,232           $ 16,393
  Net realized gain (loss) on investment securities                                  14,512            (54,500)
  Change in net unrealized appreciation                                             295,203            568,946
                                                                           -----------------  -----------------
  Net increase  in net assets resulting from operations                             313,947            530,839
                                                                           -----------------  -----------------
DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income                                                        (16,393)            (7,205)
  From net realized gains                                                                 0                  0
                                                                           -----------------  -----------------
  Total distributions                                                               (16,393)            (7,205)
                                                                           -----------------  -----------------
SHARE TRANSACTIONS
  Net proceeds from sale of shares                                                  758,226          1,493,997
  Shares issued in reinvestment of dividends                                         10,989              4,455
  Shares redeemed                                                                  (896,433)          (537,268)
                                                                           -----------------  -----------------
  Net increase (decrease) in net assets resulting
  from share transactions                                                          (127,218)           961,184
                                                                           -----------------  -----------------
TOTAL INCREASE IN NET ASSETS                                                        170,336          1,484,818

NET ASSETS
  Beginning of period                                                             4,336,746          2,851,928
                                                                           -----------------  -----------------
  End of period [including accumulated undistributed net
    investment income of $4,232 and $16,393, respectively]                      $ 4,507,082        $ 4,336,746
                                                                           =================  =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AAM EQUITY FUND
FINANCIAL HIGHLIGHTS
<S>                                                                      <C>                 <C>                   <C>
                                                                            SIX MONTHS
                                                                              ENDED                YEAR                PERIOD
                                                                            APRIL 30,             ENDED                ENDED
                                                                               2000            OCTOBER 31,          OCTOBER 31,
                                                                           (UNAUDITED)             1999               1998 (A)
                                                                         -----------------   -----------------    -----------------
SELECTED PER SHARE DAT
Net asset value, beginning of period                                         $ 10.99              $ 9.43              $ 10.00
                                                                         -----------------   -----------------    -----------------
Income from investment operations
   Net investment income                                                        0.01                0.05                 0.03
   Net realized and unrealized gain (loss)                                      0.80                1.53                (0.60)
                                                                         -----------------   -----------------    -----------------
Total from investment operations                                                0.81                1.58                (0.57)
                                                                         -----------------   -----------------    -----------------
Distribution to shareholders from:
  Net investment income                                                        (0.04)              (0.02)                0.00
  Net realized gains                                                            0.00                0.00                 0.00
                                                                         -----------------   -----------------    -----------------
Total distributions                                                            (0.04)              (0.02)                0.00
                                                                         -----------------   -----------------    -----------------
Net asset value, end of period                                               $ 11.76             $ 10.99               $ 9.43
                                                                         =================   =================    =================

TOTAL RETURN (b)                                                                6.31%              16.74%                (5.70)%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                                                $4,507              $4,337                 $2,852
Ratio of expenses to average net assets                                         1.15% (c)           1.15%                  1.14% (c)
Ratio of expenses to average net assets before reimbursement                    1.38% (c)           1.35%                  1.40% (c)
Ratio of net investment income to average net assets                            0.19% (c)           0.43%                  0.90% (c)
Ratio of net investment income to average net assets
   before reimbursement                                                        (0.04)%(c)           0.23%                  0.64% (c)
Portfolio turnover rate                                                        28.34% (c)          27.34%                 14.41% (c)

(a)  June 30, 1998 (commencement of operations) to October 31, 1998
(b)  For periods of less than a full year, total returns are not annualized.
(c)  Annualized
</TABLE>
<PAGE>
                                 AAM EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                           APRIL 30, 2000 (UNAUDITED)

NOTE 1.  ORGANIZATION

     AAM Equity Fund (the "Fund") was  organized  as a series of the  AmeriPrime
Funds,  an Ohio  business  trust (the  "Trust"),  on June 30, 1998 and commenced
operations  on November 1, 1999.  The Fund is  registered  under the  Investment
Company Act of 1940, as amended, as a diversified open-end management investment
company.  The  Fund's  investment  objective  is to  provide  long-term  capital
appreciation.  The Declaration of Trust Agreement for the Fund permits the Board
of Trustees (the  "Board") to issue an unlimited  number of shares of beneficial
interest of separate series without par value.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

                                 AAM EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

DIVIDENDS AND  DISTRIBUTIONS - The Fund intends to comply with federal tax rules
regarding  distribution of  substantially  all of its net investment  income and
capital gains. These rules may cause multiple distributions during the course of
the year.

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

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund retains  Appalachian Asset  Management,  Inc. (the "Advisor") to manage
the Fund's  investments.  The advisor is  controlled by its  President,  Knox H.
Fuqua. Mr. Fuqua is primarily  responsible for the day-to-day  management of the
Fund's portfolio.

     Under the terms of the management agreement, (the "Agreement"), the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the Fund  except  brokerage  commissions,  taxes,
interest, fees and expenses of non-interested person trustees, and extraordinary
expenses,  including organizational expenses. As compensation for its management
services and agreement to pay the Fund's expenses,  the Fund is obligated to pay
the Advisor a fee computed and accrued  daily and paid monthly at an annual rate
of 1.15% of the  average  daily net assets of the Fund.  It should be noted that
most investment  companies pay their own operating expenses directly,  while the
Fund's expenses,  except those specified above, are paid by the Advisor. For the
six months ended April 30, 2000, the Advisor  received a fee of $25,363 from the
Fund.  The Advisor has  voluntarily  agreed to reimburse  other  expenses to the
extent necessary to maintain total operating  expenses at the rate of 1.15%. For
the six months ended April 30, 2000, the Advisor reimbursed  expenses of $5,082.
There is no assurance that such reimbursement will continue in the future.

     The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to manage the
Fund's  business  affairs  and provide  the Fund with  administrative  services,
including all regulatory reporting and necessary office equipment and personnel.
The  Administrator  receives a monthly fee from the  Advisor  equal to an annual
rate of 0.10% of the  Fund's  assets  under $50  million,  0.075% of the  Fund's
assets from $50 million to $100  million,  and 0.050% of the Fund's  assets over
$100 million (subject to a minimum fee of $2,500 per month).  For the six months
ended  April 30,  2000,  the  Administrator  received  fees of $15,000  from the
Advisor for administrative services provided to the Fund.

                                 AAM EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

     The Fund retains Unified Fund Services,  Inc.  ("Unified"),  a wholly owned
subsidiary of Unified  Financial  Services,  Inc., to act as the Fund's transfer
agent and fund accountant.  For its services as transfer agent, Unified receives
a monthly  fee from the Advisor of $1.20 per  shareholder  (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000,  Unified received
fees of $7,746 from the  Advisor for  transfer  agent  services  provided to the
Fund. For its services as fund  accountant,  Unified receives an annual fee from
the  Advisor  equal to  0.0275%  of the Fund's  assets up to $100  million,  and
0.0250% of the Fund's assets from $100 million to $300  million,  and 0.0200% of
the Fund's assets over $300 million  (subject to various  monthly  minimum fees,
the maximum being $2,000 per month for assets of $20 to $100  million).  For the
six months  ended  April 30,  2000,  Unified  received  fees of $4,800  from the
Advisor for fund accounting services provided to the Fund.

     The Fund retains AmeriPrime Financial Securities, Inc. ("the Distributor"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to act as the
principal  distributor of the Fund's shares.  There were no payments made to the
Distributor  for the six  months  ended  April  30,  2000.  Certain  members  of
management  of the  Administrator  and  the  Distributor  are  also  members  of
management of the AmeriPrime Trust.

NOTE 4.  SHARE TRANSACTIONS

     As of April 30, 2000, there were an unlimited  number of authorized  shares
for the Fund. Paid in capital at April 30, 2000 was $3,817,761.

     Transactions in shares were as follows:
<TABLE>
<S>                                    <C>             <C>                  <C>            <C>
                                             SIX MONTHS ENDED                        YEAR ENDED
                                        APRIL 30, 2000 (UNAUDITED)                OCTOBER 31, 1999

                                         SHARES           DOLLARS             SHARES            DOLLARS

Shares sold                               67,671         $758,226             144,204        $1,493,997
Shares issued in reinvestment of
  dividends                                  961           10,989                 393             4,455
Shares redeemed                          (80,183)        (896,433)            (52,307)         (537,268)
                                      -----------      -----------         -----------        ----------
                                         (11,551)       $(127,218)             92,290          $961,184
                                      ===========      ===========         ===========        ==========
</TABLE>




                                 AAM EQUITY FUND
                         NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 5.  INVESTMENTS

     For the six months ended April 30, 2000,  purchases and sales of investment
securities, other than short-term investments, aggregated $595,052 and $672,096,
respectively.  At April 30, 2000, the unrealized appreciation for all securities
totaled  $1,035,916  and the gross  unrealized  depreciation  for all securities
totaled  $272,999 for a net unrealized  appreciation of $762,917.  The aggregate
cost of  securities  for  federal  income  tax  purposes  at April 30,  2000 was
$3,717,967.

NOTE 6. ESTIMATES

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

NOTE 7. RELATED PARTY TRANSACTIONS

     The Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the  Investment  Company Act of 1940. As of April 30, 2000,  National
Financial Services Corp. owned of record in aggregate more than 61% of the Fund.
<PAGE>
May 15, 2000



Dear Shareholder:

As of April 30, 2000, the Fund's portfolio contained 28 equities,  with 98.5% of
the  money in  equity  securities  and 1.5% in cash.  It is not too  often  that
someone rings a bell saying that it is time to do  something,  but recently that
has seemed to be the case with value investing.  The last two weeks in March saw
the  loss  of  three  of  the  best-known  value  managers  in  the  country  to
"retirement."  Robert  Sanborn,  Julian  Robertson  and  William  Sams  were all
considered  "gurus" in the investment  arena just a few short years ago,  having
built impressive records over decades.  However,  the growth and momentum market
of the last 24 months ruined their  records and  reputations.  Yet,  events like
this typically send the sign that a major turning point in market  philosophy is
near.

In the late  1980s and early  1990s,  the junk bond  market was roiled in a bear
market,  caused by both changing legislation and economic  fundamentals.  It was
during a  relatively  short  period  of time that the  junk-laden  institutions,
Columbia Savings, a formerly high-flying thrift, and First Executive, one of the
nation's largest insurers, were taken over by regulators.  This signaled the end
of the bear market in junk bonds, which have since posted  spectacular  returns.
Clearly, the fall of these two well-known institutions, along with the demise of
Drexel Burnham  Lambert,  was, in hindsight,  the perfect sign that a bottom had
been reached.

In the stock market today,  there are many signs that the philosophy of buying a
company at  substantially  less than its intrinsic value has once again become a
very popular one on Wall Street.  Major troubles at well-known ".com" names like
DRKOOP.COM and PEAPOD.COM have investors  questioning  the  business-to-consumer
models that  dominated  the Internet for the past few years.  This sector of the
marketplace,  as well as a few others,  has been an investor  favorite  over the
past  eighteen  months.  Many people have eschewed the  profitable  well-managed
businesses that we concentrate on, to pursue firms with  questionable  prospects
of profitability.  Ultimately,  however, profits are what business is all about,
and those are what will  eventually  determine the price of stocks over the long
term.

In my opinion,  it is this  emphasis on buying  profits  cheaply that led to the
career demise of the three legendary  investors  mentioned  above. It has always
been my opinion that smart people do not suddenly  turn stupid,  and vice versa.
Clearly, circumstances change over a period of time, whether they are political,
economic, or otherwise. However, in a capitalist economy, the striving is always
for  profit.  That has not been the case  with the  stocks  that  drew  investor
attention  over the last few years.  In fact,  profits  were  considered a major
negative for many in the sector;  they were interpreted to mean that the company
was not  investing  enough to grow the  business.  Those who rejected this logic
paid the price by not achieving as notable  results as their "buy and forget the
fundamentals"   brethren.  For  that,  investors  punished  them  through  large
withdrawals of funds that  eventually  ended those managers'  careers.  However,
this market has created a potential  once-in-a-decade  opportunity  for profits.
The reason is fairly simple.

It is well known  that,  once all of the  sellers  exit a security  or a market,
prices have bottomed and the upside lies ahead.  Clearly,  that is the situation
with value investing.  Liquidation of value-oriented securities reached a climax
in  the  fourth   quarter  of  1999  and  early   2000,   just  as  interest  in
growth/momentum  issues  had  reached  its peak.  This could be looked at as the
classic  "no one  left to  buy/no  one  left to  sell"  situation  that  creates
opportunity.  Remember  $15,000  condos in Houston  during the Texas real estate
bust,  or 20% junk  bond  yields or 18%  treasury  bonds?  This same  multi-year
profitability  seems  to be  present  today.  That is why we have  continued  to
accumulate  the  value-oriented  securities  that  are held by the  Fund.  While
predicting a bottom for any type of market is always  precarious,  it seems that
the time for that may be now.

It  is  important  to  remember  that  these   situations  do  not  turn  around
immediately,  but they are going to start building  momentum of their own. While
the smart money can see this in the market,  it will be quite a while before the
general  public  begins to realize  it. The key to making this as  lucrative  as
possible is to stay  focused on  fundamentals,  which are the values  underlying
these  securities.   By  continuing  to  accumulate  these  stock  positions  at
rock-bottom  prices,  we  are  fulfilling  part  of a  tried-and-true  axiom  of
investing:  buy low. As people refocus their sights on profitability and bid the
prices of our securities  upward,  we will be able to fulfill the second part of
that axiom: sell high.

PERFORMANCE DISCUSSION

The Fund  generated a total  return of 17.78% for the six months ended April 30,
2000. The Russell 2000 Index return was 18.72%,  and the S&P 600 Small-Cap Index
finished with a return of 17.18%.

The  performance of the Russell 2000 and S&P 600 was primarily  attributable  to
investors   pouring  funds  into  the   Internet,   computer   technology,   and
biotechnology  sectors of the  marketplace.  This rise of  speculative  activity
highlighted  the  momentum-based  market in which the Fund has  operated  almost
since its creation.  It is clear that these sectors,  which lack  profitability,
are filled with  companies  of dubious  value,  and have very  little  realistic
chance of long-term  viability.  I believe  that it will be extremely  tough for
these areas to repeat their incredible showing.

Clearly,  performance  in the Fund was fueled by the meteoric  rise of the Titan
Corporation into national  prominence.  This company was the #1 performing stock
on the  NYSE in 1999  and was the  largest  position  in the  Fund.  Our cost of
slightly over five dollars per share  represented  excellent  timing when it was
initially  purchased  in 1998.  We  believe  that his  company  will be a strong
performer for the Fund over the next few years.

Another stock that should be noted for its performance is Cyberonics. Cyberonics
is a leading  medical  device  company based in Houston.  The firm has a product
approved  for  the  treatment  of  epilepsy  and  is  currently   exploring  the
possibility of treating clinical  depression,  obesity,  and Alzheimer's disease
with the  product.  We also  believe this will be a good stock over the next few
years.

                 RETURNS FOR THE SIX MONTHS ENDED APRIL 30, 2000

FUND/INDEX                               SIX MONTHS        AVERAGE ANNUAL RETURN
                                                               SINCE INCEPTION
                                                                 JUNE 30, 1997

CORBIN SMALL-CAP VALUE FUND                 17.78%                    -5.69%
S&P 600 SMALL-CAP INDEX                     17.18%                     9.62%
RUSSELL 2000 INDEX                          18.72%                    10.20%


                        CORBIN SMALL-CAP       S&P 600       RUSSELL 2000
                             FUND               INDEX           INDEX
           6/30/97           10,000             10,000          10,000
           7/31/97           10,310             10,629          10,467
           8/31/97           10,520             10,897          10,703
           9/30/97           11,330             11,617          11,485
          10/31/97           11,030             11,116          10,975
          11/30/97           11,210             11,035          10,900
          12/31/97           10,917             11,257          11,095
           1/31/98           10,577             11,037          10,926
           2/28/98           10,853             12,043          11,746
           3/31/98           11,258             12,503          12,239
           4/30/98           11,173             12,577          12,306
           5/30/98           10,619             11,910          11,646
           6/30/98           10,513             11,945          11,680
           7/31/98            9,597             11,031          10,726
           8/31/98            7,402              8,905           8,646
           9/30/98            7,189              9,448           9,272
          10/31/98            7,051              9,887           9,652
          11/30/98            6,380             10,443          10,162
          12/31/98            6,753             11,109          10,796
           1/31/99            6,593             10,969          10,936
           2/28/99            6,114              9,981          10,055
           3/31/99            5,954             10,109          10,209
           4/30/99            7,126             10,777          11,123
           5/31/99            7,605             11,038          11,288
           6/30/99            7,722             11,667          11,794
           7/31/99            7,882             11,564          11,473
           8/31/99            7,339             11,055          11,051
           9/30/99            7,424             11,103          11,053
          10/31/99            7,189             11,075          11,098
          11/30/99            7,743             11,543          11,761
          12/31/99            8,542             12,485          13,092
           1/31/00            8,255             12,098          12,881
           2/29/00            8,713             13,718          15,008
           3/31/00            9,511             13,204          14,019
           4/28/00            8,468             12,978          13,175

The chart shows the value of a hypothetical initial investment of $10,000 in the
Fund,  the S&P 600  Index  and the  Russell  2000  Index on June 30,  1997  (the
inception  of the Fund) and held through  April 30, 2000.  The S&P 600 Index and
the Russell 2000 Index are widely  recognized  unmanaged indices of common stock
prices.  Performance  figures  include  the change in value of the stocks in the
indices and reinvestment of dividends, and are not annualized. The index returns
do not reflect  expenses,  which have been deducted from the Fund's return.  THE
FUND'S  RETURN  REPRESENTS  PAST  PERFORMANCE  AND IS NOT  PREDICTIVE  OF FUTURE
RESULTS.


FOCUS ON THE TOP FIVE HOLDINGS

TITAN CORPORATION (TTN) - Titan Corporation assists technology-based  businesses
by  providing  them  with  state-of-the-art   solutions,   such  as  information
technology,  electron-beam  food  pasteurization,   communications  and  medical
product  sterilization.  Titan is primarily known for facilitating  corporations
with communications and information technology services.

CYBERONICS  (CYBX) -  Cyberonics  Inc. is a creator and  manufacturer  of unique
medical devices, which are used to treat neurological  conditions like epilepsy.
The success of the  treatment is due to an  innovative  vagus nerve  stimulation
therapy.  Cyberonics  has the  approval  to sell the NCP  system  in the  United
States, Europe, Canada, and other markets around the world.

SUCCESSORIES  (SCES) - Successories Inc. is a specialty  retailer and wholesaler
that creates,  produces,  and promotes a large  assortment of  motivational  and
self-improvement  products.  The company's  product line includes  lines of wall
decor,  books,  audiotapes,  desktop art, mugs, greeting cards, and personalized
gifts and awards.

CARREKER-ANTINORI,  INC.  (CANI) -  Carreker-Antinori  Inc.,  offers  integrated
consulting  and  software  solutions  for  corporations  similar to bank holding
companies in the United States.  Some of its services include yield  management,
enabling technology solutions, payment systems, and payment electronification.

VTEL (VTEL) - VTEL Corporation designs, produces, and distributes digital visual
communications  technology to corporations,  healthcare facilities,  educational
institutions,  and  government  operations.  It  is  considered  to  be  a  very
distinguished  corporation because of its exclusive service and video networking
software.

FINAL THOUGHTS

Thank you once again for choosing the Corbin Small-Cap Value Fund. Remember that
the Fund's  ticker  symbol is CORBX,  and it can be looked up on most  quotation
services.  Also of note is the fact  that I have  begun  writing  a column  that
sometimes discusses securities that the Fund owns or that we are considering for
purchase.  That weekly column is located at BIZPRESS.NET or FWBUSINESSPRESS.COM.
You may also find it by  accessing  our web site at  CORBINCOM.COM.  If you ever
have any questions or comments,  please contact me at  [email protected]  or
(800) 490-9333.

Sincerely,



David A. Corbin, CFA
President and Chief
Investment Officer

<PAGE>
<TABLE>
<CAPTION>
CORBIN SMALL-CAP VALUE FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000
(UNAUDITED)
<S>                                                            <C>                       <C>
COMMON STOCKS - 98.5%                                             SHARES                        VALUE

BASIC INDUSTRIES-  6.0%
Iron & Steel - 1.9%
Quanex Corp.                                                          3,000                        $ 49,125
                                                                                           -----------------
PAPER & FOREST PRODUCTS - 1.7%
Republic Group, Inc.                                                  4,000                          45,250
                                                                                           -----------------
PLASTICS & FIBERS - 2.4%
Schulman (A.), Inc.                                                   5,000                          64,375
                                                                                           -----------------

   TOTAL BASIC INDUSTRIES                                                                           158,750
                                                                                           -----------------
CONSTRUCTION & REAL ESTATE - 3.2%
REAL ESTATE INVESTMENT TRUSTS - 3.2%
Crescent Real Estate Equities Co.                                     5,000                          85,625
                                                                                           -----------------
DURABLES - 2.6%
AGRICULTURAL MACHINERY - 0.1%
Alamo Group, Inc.                                                       300                           3,263
                                                                                           -----------------
AUTOS & AUTO PARTS - 0.4%
Wabash National Corp.                                                   715                          10,412
                                                                                           -----------------
OFFICE FURNITURE & FIXTURES - 2.1%
Koala Corp. (a)                                                       3,700                          55,962
                                                                                           -----------------

   TOTAL DURABLES                                                                                    69,637
                                                                                           -----------------
ENERGY - 1.7%
OIL & GAS - 1.7%
Unifab International, Inc. (a)                                        7,000                          44,625
                                                                                           -----------------
FINANCE - 8.0%
BANKS - 1.8%
First Financial Bankshares, Inc.                                      1,800                          48,600
                                                                                           -----------------
CREDIT & OTHER FINANCE - 3.7%
Delta Financial Corp. (a)                                            20,000                          37,500
Onyx Acceptance Corp. (a)                                            13,000                          61,750
                                                                                           -----------------
                                                                                                     99,250
                                                                                           -----------------
INVESTMENT BANKING & BROKERAGE - 2.5%
Jefferies Group, Inc.                                                 3,000                          66,000
                                                                                           -----------------

   TOTAL FINANCE                                                                                    213,850
                                                                                           -----------------


CORBIN SMALL-CAP VALUE FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                         SHARES                        VALUE

HEALTH - 7.7%
MEDICAL EQUIPMENT & SUPPLIES - 7.7%
Cyberonics, Inc. (a)                                                 10,000                       $ 203,750
                                                                                           -----------------
MEDIA & LEISURE - 16.3%
PUBLISHING - 3.4%
Thomas Nelson, Inc.                                                  13,000                          91,000
                                                                                           -----------------
RESTAURANTS - 12.9%
BUCA, Inc. (a)                                                        7,000                         105,437
CKE Restaurants, Inc.                                                10,400                          38,350
Pizza Inn, Inc.                                                      31,000                         102,688
Taco Cabana, Inc. (a)                                                16,000                          97,000
                                                                                           -----------------
                                                                                                    343,475
                                                                                           -----------------

   TOTAL MEDIA & LEISURE                                                                            434,475
                                                                                           -----------------
NON-DURABLES - 2.8%
BEVERAGES - 2.8%
Lancer Corp. (a)                                                     18,900                          73,237
                                                                                           -----------------
RETAIL & WHOLESALE - 13.9%
GENERAL MERCHANDISE STORES - 3.9%
Duckwall-Alco Stores, Inc. (a)                                       12,000                         103,500
                                                                                           -----------------
GROCERY STORES - 0.8%
Ingles Markets, Inc. - Class A                                        2,000                          20,000
                                                                                           -----------------
SPECIALTY - 9.2%
Rush Enterprises, Inc. (a)                                            3,500                          29,422
Successories, Inc. (a)                                              115,000                         215,625
                                                                                           -----------------
                                                                                                    245,047
                                                                                           -----------------

   TOTAL RETAIL & WHOLESALE                                                                         368,547
                                                                                           -----------------
TECHNOLOGY - 36.3%
COMMUNICATIONS EQUIPMENT - 4.7%
VTEL Corp. (a)                                                       29,500                         123,531
                                                                                           -----------------
COMPUTER BASED SYSTEMS - 0.3%
Aspeon, Inc. (a)                                                      1,000                           9,438
                                                                                           -----------------
COMPUTER SERVICES & SOFTWARE - 27.6%
Carreker-Antinori, Inc. (a)                                          12,000                         132,000
Titan Corp. (a)                                                      14,000                         602,000
                                                                                           -----------------
                                                                                                    734,000
                                                                                           -----------------

CORBIN SMALL-CAP VALUE FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                         SHARES                        VALUE

TECHNOLOGY (continued)
ELECTRONIC INSTRUMENTS - 3.7%
Herley Industries, Inc. (a)                                           5,500                        $ 98,313
                                                                                           -----------------

   TOTAL TECHNOLOGY                                                                                 965,282
                                                                                           -----------------

TOTAL COMMON STOCKS (COST $2,363,154)                                                             2,617,778
                                                                                           -----------------

                                                                PRINCIPAL
                                                                  AMOUNT                        VALUE

MONEY MARKET SECURITIES - 0.9%
Firstar Treasury Fund, 5.00% (b) (Cost $24,028)                      24,028                          24,028
                                                                                           -----------------

TOTAL INVESTMENTS - 99.4% (COST $2,387,182)                                                       2,641,806
                                                                                           -----------------
OTHER ASSETS LESS LIABILITIES - 0.6%                                                                 14,553
                                                                                           -----------------
TOTAL NET ASSETS - 100.0%                                                                       $ 2,656,359
                                                                                           =================

(a) Non-income producing
(b) Variable rate security;  the coupon rate shown  represents the rate at April 30, 2000.
</TABLE>

<PAGE>
<TABLE>
<S>                                                        <C>                  <C>
CORBIN SMALL-CAP VALUE FUND                                                          APRIL 30, 2000
STATEMENT OF ASSETS & LIABILITIES
(UNAUDITED)

ASSETS

Investment in securities, at value (cost $2,387,182)                                    $ 2,641,806
Cash                                                                                         12,760
Receivable for fund shares sold                                                               1,442
Dividends receivable                                                                          3,166
                                                                                 -------------------
     TOTAL ASSETS                                                                         2,659,174

LIABILITIES

Accrued investment advisory fee payable                                $ 2,815
                                                             ------------------

     TOTAL LIABILITIES                                                                        2,815
                                                                                 -------------------

NET ASSETS                                                                              $ 2,656,359
                                                                                 ===================

NET ASSETS CONSIST OF:

Paid in capital                                                                         $ 3,345,636
Undistributed net investment loss                                                            (4,484)
Accumulated net realized loss on investments                                               (939,417)
Net unrealized appreciation on investments                                                  254,624
                                                                                 -------------------

NET ASSETS, for 333,982 shares                                                          $ 2,656,359
                                                                                 ===================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share  ($2,656,359 / 333,982)                        $ 7.95
                                                                                 ===================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
CORBIN SMALL-CAP VALUE FUND
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED APRIL 30, 2000
(UNAUDITED)
<S>                                                                                  <C>               <C>
INVESTMENT INCOME
Dividend Income                                                                                                $ 12,393
Interest Income                                                                                                     898
                                                                                                        ----------------
TOTAL INCOME                                                                                                     13,291


EXPENSES
Investment advisory fee                                                                      $ 16,331
Trustees' fees                                                                                  1,992
                                                                                       ---------------
Total expenses before reimbursement                                                            18,323
Reimbursed expenses                                                                            (1,992)
                                                                                       ---------------
Total operating expenses                                                                                         16,331
                                                                                                        ----------------
NET INVESTMENT INCOME (LOSS)                                                                                     (3,040)
                                                                                                        ----------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investment securities                                             (87,074)
Change in net unrealized appreciation (depreciation)
   on investment securities                                                                   481,766
                                                                                       ---------------
Net gain on investment securities                                                                               394,692
                                                                                                        ----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                          $ 391,652
                                                                                                        ================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CORBIN SMALL-CAP VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
<S>                                                                            <C>                    <C>
                                                                                    SIX MONTHS
                                                                                      ENDED                    YEAR
                                                                                    APRIL 30,                 ENDED
                                                                                       2000                OCTOBER 31,
                                                                                   (UNAUDITED)                 1999
                                                                                -------------------     -------------------
Increase/(Decrease) in Net Assets

OPERATIONS
  Net investment gain (loss)                                                              $ (3,040)               $ (4,598)
  Net realized gain (loss) on investment securities                                        (87,074)               (300,255)
  Change in net unrealized appreciation (depreciation)                                     481,766                 327,949
                                                                                -------------------     -------------------
  Net increase (decrease) in net assets resulting from operations                          391,652                  23,096
                                                                                -------------------     -------------------
DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income                                                                     0                       0
  From net realized gain                                                                         0                       0
                                                                                -------------------     -------------------
  Total distributions                                                                            0                       0
                                                                                -------------------     -------------------
SHARE TRANSACTIONS
  Net proceeds from sale of shares                                                         385,458                 747,375
  Shares issued in reinvestment of dividends                                                     0                       0
  Shares redeemed                                                                         (415,040)               (765,186)
                                                                                -------------------     -------------------
NET INCREASE IN NET ASSETS RESULTING
  FROM SHARE TRANSACTIONS                                                                  (29,582)                (17,811)
                                                                                -------------------     -------------------
  TOTAL INCREASE IN NET ASSETS                                                             362,070                   5,285

NET ASSETS
  Beginning of period                                                                    2,294,289               2,289,004
                                                                                -------------------     -------------------
  End of period [including accumulated net investment loss
    of $4,484 and $1,444, respectively]                                                $ 2,656,359             $ 2,294,289
                                                                                ===================     ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CORBIN SMALL-CAP VALUE FUND
FINANCIAL HIGHLIGHTS
<S>                                              <C>               <C>                  <C>                  <C>
                                                    SIX MONTHS
                                                      ENDED               YEAR                 YEAR                PERIOD
                                                    APRIL 30,            ENDED                ENDED                ENDED
                                                      2000            OCTOBER 31,          OCTOBER 31,          OCTOBER 31,
                                                   (UNAUDITED)            1999                 1998               1997 (A)
                                                   ------------      ---------------      ---------------      ---------------

SELECTED PER SHARE DATA
Net asset value, beginning of period                    $ 6.75               $ 6.62              $ 11.03              $ 10.00
                                                   ------------      ---------------      ---------------      ---------------
Income from investment operations
  Net investment income (loss)                           (0.01)               (0.01)               (0.01)                0.00
  Net realized and unrealized gain (loss)                 1.21                 0.14                (3.76)                1.03
                                                   ------------      ---------------      ---------------      ---------------
Total from investment operations                          1.20                 0.13                (3.77)                1.03
                                                   ------------      ---------------      ---------------      ---------------
Less Distributions
  From net investment income                              0.00                 0.00                (0.01)                0.00
  From net realized gain                                  0.00                 0.00                (0.63)                0.00
                                                   ------------      ---------------      ---------------      ---------------
Total distributions                                       0.00                 0.00                (0.64)                0.00
                                                   ------------      ---------------      ---------------      ---------------
Net asset value, end of period                          $ 7.95               $ 6.75               $ 6.62              $ 11.03
                                                   ============      ===============      ===============      ===============

TOTAL RETURN (b)                                        17.78%                1.96%               (36.07)%             10.30%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                         $2,656               $2,294               $2,289               $1,334
Ratio of expenses to average net assets                  1.25% (c)            1.25%                1.25%                1.23% (c)
Ratio of expenses to average net assets
  before reimbursement                                   1.40% (c)            1.31%                1.30%                1.23% (c)
Ratio of net investment income (loss) to
  average net assets                                    (0.23)%(c)           (0.20)%              (0.15)%               0.00%
Ratio of net investment income (loss) to
  average net assets before reimbursement               (0.39)%(c)           (0.26)%              (0.20)%               0.00%
Portfolio turnover rate                                 45.36% (c)           65.66%               86.42%               20.41% (c)

(a) June 30, 1997 (commencement of operations) to October 31, 1997
(b) For periods of less than a full year, total returns are not annualized.
(c) Annualized
</TABLE>
<PAGE>
                           CORBIN SMALL-CAP VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                           APRIL 30, 2000 (UNAUDITED)

NOTE 1.  ORGANIZATION

     The Corbin  Small-Cap  Value Fund (the "Fund") was organized as a series of
the AmeriPrime  Funds, an Ohio business trust (the "Trust") on June 10, 1997 and
commenced  operations  on June  30,  1997.  The  Fund is  registered  under  the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management  investment  company.  The  investment  objective  of the  Fund is to
provide long-term capital  appreciation to its shareholders.  The Declaration of
Trust  Agreement  permits  the  Board  of  Trustees  (the  "Board")  to issue an
unlimited number of shares of beneficial interest of separate series without par
value.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

                           CORBIN SMALL-CAP VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

FEDERAL  INCOME  TAXES - The Fund  intends to qualify  each year as a "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized  capital  gains.  Loss  carryforwards  total $852,343 as of October 31,
1999: $300,255 expiring in 2007 and, $552,088 expiring in 2006.

DIVIDENDS AND  DISTRIBUTIONS - The Fund intends to comply with federal tax rules
regarding  distribution of  substantially  all of its net investment  income and
capital gains. These rules may cause multiple distributions during the course of
the year.

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

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund  retains  Corbin & Company  (the  "Advisor")  to manage the Fund's
investments. David A. Corbin, President of the Advisor, is primarily responsible
for the day-to-day management of the Fund's portfolio.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the Fund  except  brokerage  commissions,  taxes,
borrowing  costs (such as (a) interest and (b) dividend  expenses on  securities
sold  short),  fees and  expenses of the  non-interested  person  trustees,  and
extraordinary   expenses.  As  compensation  for  its  management  services  and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee  computed  and accrued  daily and paid monthly at an annual rate of 1.25% of
the  average  daily  net  assets  of the  Fund.  It  should  be noted  that most
investment companies pay their own operating expenses directly, while the Fund's
expenses,  except those specified  above,  are paid by the Advisor.  For the six
months  ended April 30,  2000,  the Advisor  received a fee of $16,331  from the
Fund.  The Advisor  has  contractually  agreed to  reimburse  other  expenses to
maintain  total  fund  operating  expenses  at the rate of  1.25% of net  assets
through  March 1, 2001.  For the six months  ended April 30,  2000,  the Advisor
reimbursed  expenses  of $1,992.  There is no  assurance  that such  contractual
agreement will continue in the future.

                           CORBIN SMALL-CAP VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

     The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to manage the
Fund's  business  affairs  and provide  the Fund with  administrative  services,
including all regulatory reporting and necessary office equipment, personnel and
facilities.  The Administrator  receives a monthly fee from the Advisor equal to
an annual rate of 0.10% of the Fund's  assets under $50  million,  0.075% of the
Fund's assets from $50 million to $100 million,  and 0.050% of the Fund's assets
over $100  million  (subject to a minimum fee of $2,500 per month).  For the six
months ended April 30, 2000, the Administrator received fees of $15,000 from the
Advisor for administrative services provided to the Fund.

     The Fund retains Unified Fund Services,  Inc.  ("Unified"),  a wholly owned
subsidiary of Unified  Financial  Services,  Inc., to act as the Fund's transfer
agent and fund accountant.  For its services as transfer agent, Unified receives
a monthly  fee from the Advisor of $1.20 per  shareholder  (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000,  Unified received
fees of $6,758  for  transfer  agent  services  provided  to the  Fund.  For its
services  as fund  accountant,  Unified  receives an annual fee from the Advisor
equal to 0.0275% of the Fund's assets up to $100 million,  0.0250% of the Fund's
assets from $100 million to $300 million,  and 0.0200% of the Fund's assets over
$300 million  (subject to various monthly minimum fees, the maximum being $2,000
per month for assets of $20 to $100 million). For the six months ended April 30,
2000,  Unified received fees of $4,800 for fund accounting  services provided to
the Fund.

     The Fund retains AmeriPrime Financial Securities, Inc. (the "Distributor"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to act as the
principal  distributor of the Fund's shares.  There were no payments made to the
Distributor  for the six  months  ended  April  30,  2000.  Certain  members  of
management  of the  Administrator  and  the  Distributor  are  also  members  of
management of the AmeriPrime Trust.

                           CORBIN SMALL-CAP VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 4.  SHARE TRANSACTIONS

     As of April 30, 2000,  there was an unlimited  number of authorized  shares
for the Fund. Paid in capital at April 30, 2000 was $3,345,636.

     Transactions in shares were as follows:
<TABLE>
<S>                          <C>                 <C>                   <C>                  <C>
                                    SIX MONTHS ENDED                             YEAR ENDED
                                     APRIL 30, 2000                            OCTOBER 31, 1999

                              SHARES               DOLLARS               SHARES               DOLLARS

Shares sold                   46,411              $385,458                114,423           $747,375
Shares issued in reinvestment
  of distributions                 0                     0                      0                  0
Shares redeemed              (52,542)             (415,040)              (120,150)          (765,186)
                             --------             ---------              ---------          ---------
                              (6,131)             $(29,582)                (5,727)          $(17,811)
                             ========             =========              =========          =========
</TABLE>

NOTE 5. INVESTMENTS

     For the six months ended April 30, 2000,  purchases and sales of investment
securities, other than short-term investments, aggregated $614,702 and $577,251,
respectively.  The gross  unrealized  appreciation  for all  securities  totaled
$765,325  and the  gross  unrealized  depreciation  for all  securities  totaled
$510,701 for a net unrealized  appreciation  of $254,624.  The aggregate cost of
securities for federal income tax purposes at April 30, 2000 was $2,387,182.

NOTE 6. ESTIMATES

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

                           CORBIN SMALL-CAP VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 7. RELATED PARTY TRANSACTIONS

     The Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the  Investment  Company Act of 1940.  As of April 30, 2000,  Charles
Schwab & Co. owned of record, in aggregate, more than 51% of the Fund.
<PAGE>

FOUNTAINHEAD KALEIDOSCOPE FUND SEMI-ANNUAL REPORT

Dear Fellow Shareholders:

For the six months ended April 30, 2000, Fountainhead  Kaleidoscope Fund handily
outperformed its respective benchmarks, generating a return of 34.8% versus 7.2%
for the S&P 500 Index and 18.7% for the Russell 2000 Index.

RETURNS FOR THE PERIODS ENDED 4/30/2000

                                                          Return Since Inception
Fund/Index                                                   (November 1, 1999)

Fountainhead Kaleidoscope Fund                                     34.8%
Russell 2000 Index                                                 18.7%
S&P 500 Index                                                       7.2%


                          Fountainhead        Russell 2000      S&P 500
                       Kaleidoscope Fund          Index          Index
      10/31/1999             $10,000             $10,000        $10,000
      11/30/1999             $12,600             $10,597        $10,201
      12/31/1999             $13,800             $11,797        $10,801
       1/31/2000             $12,820             $11,607        $10,262
       2/29/2000             $12,859             $13,523        $10,066
       3/31/2000             $13,599             $12,632        $11,050
       4/30/2000             $13,479             $11,871        $10,720


The chart shows the value of a hypothetical initial investment of $10,000 in the
Fund,  the Russell  2000  Index,  and the S&P 500 Index on November 1, 1999 (the
inception of the Fund) and held through  April 30, 2000.  The Russell 2000 Index
and S&P 500 Index are  widely  recognized,  unmanaged  indices  of common  stock
prices.  Performance  figures  include  the change in value of the stocks in the
indices and the  reinvestment of dividends;  they are not annualized.  The index
returns  do not  reflect  expenses,  which  have been  deducted  from the Fund's
return.  THE FUND'S RETURN  REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF
FUTURE RESULTS.

During the first six months of our fiscal year,  the Fund's return was fueled by
performance in several areas. Of significance were our telecommunications issues
(Broadwing  +36.0% and Rural Cellular  +19.3%),  our healthcare  stocks (Beckman
Coulter +35.9%,  AmeriSource Health +33.3%, and Watson  Pharmaceutical  +32.7%),
select technology  holdings  (Cabletron Systems +31.7% and Viatel +17.9%),  some
financial  holdings  (ACE Limited  +40.8%) and several of our special  situation
stocks (Pepsi Bottling Group +28.7%).  (The  percentage  gains are reflective of
the stock's price  appreciation  as of April 30, 2000 versus the Fund's  average
cost.) Recently our position in ReliaStar  Financial also paid off handsomely as
ING Group announced its intent to acquire the company for $54 per share in cash,
a 75% premium to its close prior to the announcement.

The  first  four  months  of 2000  have  proven  to be  difficult  ones for most
investors in the U.S. financial markets. While it is clear that the U.S. economy
is growing at a very  healthy  rate,  it is unclear how long this rate of growth
will  continue  without  significant  adverse  consequences.   The  markets  are
grappling  with what the true  situation  is with  inflation  (are  inflationary
pressures building and if so, how quickly are they accelerating),  how long will
the Fed have to raise interest  rates and by what amount,  when will the economy
start to moderate,  and are the valuation multiples applied to the so-called New
Economy stocks still too rich?

In addition,  the level of market volatility has been unprecedented.  To a large
degree, the significant decline in speculative and richly valued stocks has been
healthy.  Many day traders, most of whom exhibit the characteristics of gamblers
rather than  investors,  have been flushed out of the market,  no longer able to
meet the growing  demands of margin calls.  According to a recent survey,  there
are  only  approximately  50,000  day  traders  in  the  U.S.,  but  they  are a
surprisingly  powerful  force.  As a group,  they account for about 17% of daily
average trading volume on the NYSE and the NASDAQ.  Online, they account for 75%
to 80%, typically trading 25 to 40 times a day. The partial  elimination of this
group (or at least the tempering of their  behavior)  bodes well for the markets
going forward and does help  eliminate some degree of  speculative  excess.  The
manic-depressive  behavior of day traders and  momentum  players in driving many
stocks to  nosebleed  heights only to see them  decline  precipitously  has most
directly impacted technology-related stocks. Another pressure on tech stocks has
been,  and will in the near  future  continue to be, the  expiration  of lock-up
periods for many second- and third-tier  technology stocks,  which recently went
public.  This  overhang  should  continue  to keep  pressure  on some  areas  of
technology as insiders are allowed to sell their shares for the first time since
coming  public.  The extra supply of these shares  flooding into the market will
take some time to be absorbed by other investors.

On a positive note,  despite the market  turbulence of the past few months,  the
average individual investor has kept his cool and responded to the volatility in
stride.  However,  fund  managers  recently  raised  large  amounts  of  cash in
preparation for massive expected redemptions. This mass exodus did not occur. In
fact, the Investment  Company  Institute  recently  reported that in none of the
periods  where we have  witnessed  a stock  market  break or a sharp  decline in
equity values have mutual fund shareholders, as a group, liquidated their shares
en masse.  Contrary to popular  belief,  most  individual  fund  investors  have
exhibited  more  patience,  while some  institutional  investors  have scrambled
around. In market corrections over the past 15 years, one-month redemptions have
averaged  only 1.9% of the  previous  month's  total  assets  versus a long-term
average  monthly  redemption  rate of  1.5%.  This  trend  held  true  with  the
Fountainhead Kaleidoscope Fund, as we saw very few redemption requests. However,
fund managers as a whole have raised cash in anticipation of redemptions,  which
have not materialized. The net result is this money will probably flow back into
the market, bidding prices up higher.

In addition to the aforementioned  cash, which will be looking for a home in the
equity market,  several fundamental aspects of the market appear promising.  For
one,  earnings  growth overall  continues to be strong.  Over 70% of all S&P 500
companies  reported  first quarter 2000 earnings,  which exceeded  expectations,
while only 10% fell short.  This compares very favorably to a five-year  average
of  just  56%  positive  and  26%  negative.  In  addition,  according  to  many
economists,  we are in the early stages of a multiyear cyclical profit recovery,
which is being driven by stronger global growth.

With this said, these overall  favorable factors are tempered by our belief that
the markets will continue to experience a high level of volatility until the Fed
is close to being done with raising rates and  inflationary  pressures appear to
be contained. This is the key to seeing a broad advance in the major indices. In
the meantime,  however, many individual opportunities exist in select companies,
which,  in our belief,  are currently  trading at discounts to their  respective
private-market values.

As   previously   mentioned  in  our  other  work,   the  growth   potential  in
telecommunications  should prove  tremendous as usage in the United States still
is not near as great as in  Europe.  As a result,  most U.S.  telecom  companies
trade at large  discounts to their  European  counterparts.  With higher  growth
potential in the U.S. and cheaper valuations,  it is likely that foreign telecom
companies will look to take advantage of the situation by acquiring U.S.  assets
via takeover offers. Of course,  merger and acquisition activity is icing on the
cake, as many of these  companies  should do very well  fundamentally  as growth
continues  to  be  explosive,   overall  market  penetration  accelerates,   and
subscriber  bases  become  more and more  valuable.  In the  wireless  area,  we
continue to see potential in Nextel Communications,  Price Communications, Rural
Cellular, VoiceStream Wireless, and Western Wireless. Despite the enormous share
price  appreciation  in many of these stocks during 1999, we believe much upside
potential continues to exist and we have added to some of these positions during
the last six months when the opportunity has presented  itself. In the broadband
area,  Global Crossing  continues to take action which is unlocking  shareholder
value,  and Broadwing is well  positioned to benefit from previous  acquisitions
and it could prove to be an acquisition  candidate.  Finally, in the higher-tech
telecommunications area, Viatel and Winstar Communications remain favorites.

Cable is another area where we see much opportunity,  as it is an area which has
significantly  benefited  from the  acceptance  and use of the  Internet.  Cable
companies,  such as Adelphia  Communications,  Cablevision  Systems, and Charter
Communications,  essentially  provide the inroads for this  technology  to enter
into our homes.  The value of cable was validated with the  announcement  of the
America  Online/Time  Warner  merger.  In  addition  to  highlighting  the value
inherent  in cable  companies,  the merger  should  facilitate  the  affiliation
between AOL and other cable  operators,  which should,  in turn,  accelerate the
rollout and adoption of cable broadband high-speed Internet service. Substantial
growth still should come from this area, and consolidation  opportunities should
also present themselves.

Select  companies in the  healthcare  industry  also look  attractive  to us. In
particular,  mid- and small-cap specialty pharmaceutical companies (such as Dura
Pharmaceutical and Watson  Pharmaceutical)  and mid-cap medical device companies
(such as St. Jude Medical and Beckman  Coulter) could prove to be big winners as
they  offer  defensive  characteristics  associated  with  large-cap  healthcare
companies,  but are buffered from many of the existing concerns  associated with
potential  Medicare  reform.  Most medical  device stocks should not be impacted
directly from Medicare reform, and mid- and small-cap  specialty  pharmaceutical
companies are valued more by the potential which exists from their developmental
pipelines.  In addition,  many of these  companies are growing their earnings at
rates much higher than their larger-cap brethren.

As always,  we appreciate your loyalty and support of King  Investment  Advisors
and of Fountainhead Kaleidoscope Fund.

Sincerely,



Roger E. King
Chairman and President
<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD KALEIDOSCOPE FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000
(UNAUDITED)
<S>                                                         <C>                      <C>
COMMON STOCKS - 99.4%                                         SHARES                        VALUE

BEVERAGES - 3.7%
Pepsi Bottling Group, Inc.                                        2,800                         $ 60,375
                                                                                      -------------------
BUSINESS EQUIPMENT - 3.5%
Diebold, Inc.                                                     2,000                           57,750
                                                                                      -------------------
BUSINESS SERVICES - 3.4%
Equifax, Inc.                                                     2,300                           56,350
                                                                                      -------------------
CABLE TV & SATELLITE SYSTEMS - 7.3%
Adelphia Communications Corp. - Class A (a)                       2,450                          121,428
                                                                                      -------------------
COMPUTER COMMUNICATIONS EQUIPMENT - 0.8%
Cabletron Systems, Inc. (a)                                         600                           13,725
                                                                                      -------------------
FINANCIAL SERVICES - 3.7%
Countrywide Credit Industries, Inc.                               2,200                           60,775
                                                                                      -------------------
HEALTH CARE INFORMATION SYSTEMS - 4.5%
IMS Health, Inc.                                                  4,300                           73,637
                                                                                      -------------------
HOUSEHOLD PRODUCTS - 5.9%
Dial Corp.                                                        7,000                           97,563
                                                                                      -------------------
INSURANCE - 8.3%
ACE Limited                                                       2,700                           64,631
ReliaStar Financial Corp.                                         1,700                           73,100
                                                                                      -------------------
                                                                                                 137,731
                                                                                      -------------------
INTERNET SERVICES & SOFTWARE - 5.6%
EarthLink, Inc. (a)                                               2,400                           45,300
Rhythms NetConnections, Inc. (a)                                  2,300                           47,581
                                                                                      -------------------
                                                                                                  92,881
                                                                                      -------------------
LABORATORY ANALYTICAL INSTRUMENTS - 3.6%
Beckman Coulter, Inc.                                               925                           60,009
                                                                                      -------------------

MEDICAL APPLIANCES & EQUIPMENT - 4.3%
St. Jude Medical, Inc. (a)                                        2,300                           71,731
                                                                                      -------------------


FOUNTAINHEAD KALEIDOSCOPE FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 - CONTINUED

COMMON STOCKS - CONTINUED                                       SHARES                        VALUE

PHARMACEUTICALS - 11.9%
AmeriSource Health Corp. (a)                                      2,200                         $ 43,863
Dura Pharmaceuticals, Inc. (a)                                    7,000                           91,000
Watson Pharmaceuticals, Inc. (a)                                  1,400                           62,913
                                                                                      -------------------
                                                                                                 197,776
                                                                                      -------------------
PUBLISHING - 4.5%
Meredith Corp.                                                    2,700                           75,094
                                                                                      -------------------
SAVINGS & LOANS - 1.5%
Astoria Financial Corp.                                             900                           24,806
                                                                                      -------------------
TELECOMMUNICATION SERVICES - 10.9%
Broadwing, Inc.                                                     943                           26,699
Telephone & Data Systems, Inc.                                      800                           81,600
Viatel, Inc. (a)                                                  1,900                           72,675
                                                                                      -------------------
                                                                                                 180,974
                                                                                      -------------------
TELEVISION BROADCASTING - 1.9%
Paxson Communications Corp.- Class A (a)                          3,700                           30,525
                                                                                      -------------------
WIRELESS COMMUNICATIONS - 14.1%
Price Communications Corp. (a)                                    3,600                           73,350
Rural Cellular Corp. - Class A (a)                                1,100                           81,331
Western Wireless Corp. - Class A (a)                              1,600                           79,500
                                                                                      -------------------
                                                                                                 234,181
                                                                                      -------------------

TOTAL COMMON STOCKS (COST $1,521,652)                                                          1,647,311
                                                                                      -------------------

                                                             PRINCIPAL
                                                              AMOUNT                        VALUE

MONEY MARKET SECURITIES - 0.1%
Firstar Treasury Fund, 5.00% (b) (Cost $2,236)                    2,236                            2,236
                                                                                      -------------------
TOTAL INVESTMENTS - 99.5% (COST $1,523,888)                                                    1,649,547
                                                                                      -------------------
OTHER ASSETS LESS LIABILITIES - 0.5%                                                               8,732
                                                                                      -------------------
TOTAL NET ASSETS - 100.0%                                                                    $ 1,658,279
                                                                                      ===================

(a) Non-income producing
(b) Variable rate security;  the coupon rate shown  represents the rate at April 30, 2000.
</TABLE>
<PAGE>
<TABLE>
<S>                                                             <C>                   <C>
FOUNTAINHEAD KALEIDOSCOPE FUND                                                              APRIL 30, 2000
STATEMENT OF ASSETS & LIABILITIES
(UNAUDITED)

ASSETS

Investment in securities, at value (Cost $1,523,888)                                           $ 1,649,547
Receivable for investment sold                                                                       8,419
Receivable for fund shares sold                                                                      2,000
Dividends receivable                                                                                   470
Interest receivable                                                                                     32
                                                                                        -------------------
     TOTAL ASSETS                                                                                1,660,468

LIABILITIES

Accrued investment advisory fee payable                                      $ 1,629
Payable to custodian                                                             560
                                                                  -------------------
     TOTAL LIABILITIES                                                                               2,189
                                                                                        -------------------

NET ASSETS                                                                                     $ 1,658,279
                                                                                        ===================

Net Assets consist of:
Paid in capital                                                                                $ 1,556,102
Accumulated undistributed net investment loss                                                         (840)
Accumulated undistributed net realized loss on investments                                         (22,642)
Net unrealized appreciation on investments                                                         125,659
                                                                                        -------------------

Net Assets, for 123,024 shares                                                                 $ 1,658,279
                                                                                        ===================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share  ($1,658,279 / 123,024)                              $ 13.48

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

<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD KALEIDOSCOPE FUND
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED APRIL 30, 2000
(UNAUDITED)
<S>                                                             <C>               <C>
INVESTMENT INCOME
Dividend Income                                                                           $ 2,482
Interest Income                                                                             3,222
                                                                                   ---------------
TOTAL INCOME                                                                                5,704


EXPENSES
Investment advisory fee                                                 $ 9,162
Trustees' fees                                                            1,022
                                                                 ---------------
Total expenses before waivers and reimbursements                         10,184
Waived fees and reimbursed expenses                                      (3,640)
                                                                 ---------------
Total operating expenses                                                                    6,544
                                                                                   ---------------
NET INVESTMENT LOSS                                                                          (840)
                                                                                   ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized loss on investment securities                              (22,642)
Change in net unrealized appreciation (depreciation)
  on investment securities                                              125,659
                                                                 ---------------
Net gain on investment securities                                                         103,017
                                                                                   ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                    $ 102,177
                                                                                   ===============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD KALEIDOSCOPE FUND
STATEMENT OF CHANGES IN NET ASSETS
<S>                                                        <C>
                                                                SIX MONTHS
                                                                  ENDED
                                                                APRIL 30,
                                                                   2000
                                                               (UNAUDITED)
                                                            -------------------
Increase/(Decrease) in Net Assets

OPERATIONS
  Net investment loss                                                   $ (840)
  Net realized loss on investment securities                           (22,642)
  Change in net unrealized
    appreciation (depreciation)                                        125,659
                                                            -------------------
  Net increase  in net assets
    resulting from operations                                          102,177
                                                            -------------------
DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income                                                 0
  From net realized gain                                                     0
                                                            -------------------
  Total distributions                                                        0
                                                            -------------------
SHARE TRANSACTIONS
  Net proceeds from sale of shares                                   1,559,102
  Shares issued in reinvestment
    of distributions                                                         0
  Shares redeemed                                                       (3,000)
                                                            -------------------
NET INCREASE IN NET ASSETS RESULTING
  FROM SHARE TRANSACTIONS                                            1,556,102
                                                            -------------------
  TOTAL INCREASE IN NET ASSETS                                       1,658,279

NET ASSETS
  Beginning of period                                                        0
                                                            -------------------
  End of period [including accumulated
     undistributed net investment loss of $(840)]                  $ 1,658,279
                                                            ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD KALEIDOSCOPE FUND
FINANCIAL HIGHLIGHTS
<S>                                                      <C>
                                                            SIX MONTHS
                                                              ENDED
                                                            APRIL 30,
                                                               2000
                                                           (UNAUDITED)
                                                          ---------------

SELECTED PER SHARE DATA
Net asset value, beginning of period                             $ 10.00
                                                          ---------------
Income from investment operations
  Net investment loss                                              (0.01)
  Net realized and unrealized gain (loss)                           3.49
                                                          ---------------
Total from investment operations                                    3.48
                                                          ---------------
Less Distributions
  From net investment income                                        0.00
  From net realized gain                                            0.00
                                                          ---------------
Total distributions                                                 0.00
                                                          ---------------

Net asset value, end of period                                   $ 13.48
                                                          ===============

TOTAL RETURN (a)                                                  34.80%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                                   $1,658
Ratio of expenses to average net assets                            1.25% (b)
Ratio of expenses to average net assets
   before fee waivers and reimbursement                            1.95% (b)
Ratio of net investment loss to average
  net assets                                                      (0.16)%(b)
Ratio of net investment loss to average
  net assets before fee waivers and
  reimbursement                                                   (0.86)%(b)
Portfolio turnover rate                                          169.47% (b)

(a)  For periods of less than a full year, total returns are not annualized.
(b)  Annualized
</TABLE>
<PAGE>
                         FOUNTAINHEAD KALEIDOSCOPE FUND
                          NOTES TO FINANCIAL STATEMENTS
                           APRIL 30, 2000 (UNAUDITED)

NOTE 1.  ORGANIZATION

     The Fountainhead  Kaleidoscope  Fund (the "Fund") was organized as a series
of the AmeriPrime Funds, an Ohio business trust (the "Trust"),  on September 29,
1999 and commenced  operations on November 1, 1999. The Fund is registered under
the  Investment  Company Act of 1940,  as amended,  as a  diversified,  open-end
management  investment  company.  The Fund's investment  objective is to provide
long-term  capital  growth.  The  Declaration  of Trust  Agreement  for the fund
permits the Board of Trustees  (the  "Board")  to issue an  unlimited  number of
shares of beneficial interest of separate series without par value.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

SECURITIES  VALUATION-  Securities,  which are traded on any  exchange or on the
NASDAQ  over-the-counter  market,  are  valued at the  last-quoted  sale  price.
Lacking a last sale  price,  a security  is valued at its last bid price  except
when,  in the  opinion of the Advisor (as such term is defined in note 3 of this
document),  the last bid price does not accurately  reflect the current value of
the security. All other securities for which over-the-counter  market quotations
are readily available are valued at their last bid price. When market quotations
are not readily  available,  when the Advisor determines the last bid price does
not accurately  reflect the current  value,  or when  restricted  securities are
being  valued,  such  securities  are valued as  determined in good faith by the
Advisor,  in conformity with guidelines  adopted by and subject to review of the
Board.

     Fixed-income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor believes such prices  accurately  reflect the fair market values 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,  when  restricted or illiquid  securities  are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to  review  by  the  Board.   Short-term  investments  in  fixed-income
securities  with  maturities  of less  than  60 days  when  acquired,  or  which
subsequently  are  within  60  days  of  maturity,   are  valued  by  using  the
amortized-cost  method  of  valuation,  which  the  Board  has  determined  will
represent fair value.

                         FOUNTAINHEAD KALEIDOSCOPE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

DIVIDENDS AND  DISTRIBUTIONS-  The Fund intends to comply with federal tax rules
regarding  distribution  of  substantially  all its net  investment  income  and
capital gains. These rules may cause multiple distributions during the course of
the year.

REDEMPTION  FEES - The Fund  charges a  redemption  fee of 1% of the current net
asset value of shares  redeemed if the shares are owned less than 180 days.  The
fee is  charged  for the  benefit  of  remaining  shareholders  to  defray  Fund
portfolio  transaction  expenses and facilitate portfolio  management.  This fee
applies to shares being redeemed in the order in which they are  purchased.  The
fee,  which is retained by the Fund,  is accounted for as an addition to paid-in
capital.

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

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains King Investment  Advisors,  Inc., 1980 Post Oak Boulevard,
Suite 2400,  Houston,  Texas  77056-3898  (the  "Advisor")  to manage the Fund's
investments.  Roger E. King, President of the Advisor, is primarily  responsible
for the day-to-day management of the Fund's portfolio.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the Fund  except  brokerage  commissions,  taxes,
borrowing  costs (such as (a) interest and (b) dividend  expenses on  securities
sold  short),  fees  and  expenses  of  non-interested   person  trustees,   and
extraordinary   expenses.  As  compensation  for  its  management  services  and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee  computed  and accrued  daily and paid monthly at an annual rate of 1.75% of
the average daily net assets of the Fund. For the six months ended April 30,

                         FOUNTAINHEAD KALEIDOSCOPE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

2000,  the  Advisor  received  a fee  of  $9,162  from  the  Fund.  The  Advisor
contractually  agreed to waive fees by 0.50% of the average  daily net assets of
the Fund  through  February 28,  2000.  In  addition,  the Advisor has agreed to
reimburse  expenses  for the Fund to the  extent  necessary  to  maintain  total
operating  expenses  at the rate of 1.25%.  For the six months  ended  April 30,
2000,  the Advisor waived fees and  reimbursed  expenses of $3,640.  There is no
assurance that such an arrangement will continue in the future.

     The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to manage the
Fund's business  affairs and to provide the Fund with  administrative  services,
including all regulatory reporting and necessary office equipment and personnel.
The  Administrator  receives a monthly fee from the  Advisor  equal to an annual
rate of 0.10% of the  Fund's  assets  under $50  million,  0.075% of the  Fund's
assets from $50 million to $100  million,  and 0.050% of the Fund's  assets over
$100 million (subject to a minimum fee of $2,500 per month).  For the six months
ended  April 30,  2000,  the  Administrator  received  fees of $10,000  from the
Advisor for administrative services provided to the Fund.

     The Fund retains Unified Fund Services,  Inc.  ("Unified"),  a wholly owned
subsidiary of Unified  Financial  Services,  Inc., to act as the Fund's transfer
agent and fund accountant.  For its services as transfer agent, Unified receives
a monthly  fee from the Advisor of $1.20 per  shareholder  (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000,  Unified received
fees of $7,253 from the Advisor for transfer agent services. For its services as
fund  accountant,  Unified  receives  an annual  fee from the  Advisor  equal to
0.0275% of the Fund's  assets up to $100  million,  0.0250% of the Fund's assets
from $100  million to $300  million and  0.0200% of the Fund's  assets over $300
million  (subject to various  monthly minimum fees, the maximum being $2,000 per
month for assets of $20 million to $100 million). For the six months ended April
30, 2000,  Unified  received fees of $4,800 from the Advisor for fund accounting
services.

     The Fund retains AmeriPrime Financial Securities, Inc. (the "Distributor"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to act as the
principal  distributor  of the  Fund's  shares.  No  payments  were  made to the
Distributor  for the six  months  ended  April  30,  2000.  Certain  members  of
management  of the  Administrator  and  the  Distributor  are  also  members  of
management of the AmeriPrime Trust.

                         FOUNTAINHEAD KALEIDOSCOPE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 4.  SHARE TRANSACTIONS

     As of April  30,  2000,  the Fund had an  unlimited  number  of  authorized
shares. Paid-in capital at April 30, 2000 was $1,556,102.

     Transactions in shares were as follows:

                                SIX MONTHS ENDED
                                 APRIL 30, 2000

                                 SHARES DOLLARS

              Shares sold                 123,243             $1,559,102
              Shares issued in
               reinvestment of dividends        0                      0
              Shares redeemed                (219)                (3,000)
                                         ---------            -----------
                                          123,024             $1,556,102
                                         =========            ===========

NOTE 5. INVESTMENTS

     For the six months ended April 30, 2000,  purchases and sales of investment
securities, other than short-term investments,  totaled $2,311,256 and $766,962,
respectively.  The gross  unrealized  appreciation  for all  securities  totaled
$209,831  and the  gross  unrealized  depreciation  for all  securities  totaled
$84,172  for a net  unrealized  appreciation  of  $125,659.  The  total  cost of
securities for federal income tax purposes at April 30, 2000 was $1,523,888.

NOTE 6. ESTIMATES

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

                         FOUNTAINHEAD KALEIDOSCOPE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 7. RELATED PARTY TRANSACTIONS

     The Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities  of the Fund  creates a  presumption  of control  of the Fund,  under
Section  2(a)(9) of the  Investment  Company Act of 1940.  As of April 30, 2000,
Roger E. King owned of record, in aggregate, more than 39% of the Fund.
<PAGE>

FOUNTAINHEAD SPECIAL VALUE FUND SEMI-ANNUAL REPORT

The  calendar  year of 1999  was an  outstanding  one  for  shareholders  of the
Fountainhead Special Value Fund. The fund returned 133% for 1999, ranking it No.
1 out of 199 funds in the Mid-Cap Value category  according to Lipper Analytical
Services.  While the Fund has given up some of its performance  since the end of
the year, (the Fund returned a negative 10.4% from 1/1/00 through  4/30/00),  it
still ranked as the second best  performing  fund in the Mid-Cap Value  category
for the one-year period ended 3/31/00 according to Lipper.

For the six months ended 4/30/00, Fountainhead Special Value Fund returned 19.2%
versus 7.2% for the S&P 500 and 17.4% for the  Russell  Mid-Cap  Index.  For the
twelve-month period ended 4/30/00 the Fund returned 66.6% versus 10.1% and 16.0%
for  the  S&P  500  and  Russell  Mid-Cap  Index,  respectively.  Lastly,  since
inception,  the Fund has generated a compound average annual return of 35.5%, an
impressive  11.29  percentage  points over the 24.21%  compound  average  annual
return for the S&P 500 and 17  percentage  points over the 18.5%  return for the
Russell Mid-Cap Index.


     RETURNS FOR THE PERIODS ENDED 4/30/2000

                                                                Average Annual
                                                          Return Since Inception
     Fund/Index                             Six Months       December 31, 1996
     ----------                             ----------     ---------------------

     Fountainhead Special Value Fund           19.2%                35.5%
     Russell 2000 Index                        18.7%                11.9%
     Russell MidCap Index                      17.4%                18.5%


            Fountainhead
           Special Value       Russell 2000      Russell MidCap
               Fund                Index              Index


     12/96      $10,000            $10,000            $10,000
      1/97      $10,420            $10,200            $10,374
      2/97      $10,830             $9,953            $10,358
      3/97      $10,140             $9,483             $9,918
      4/97       $9,860             $9,510            $10,165
      5/97      $10,869            $10,567            $10,907
      6/97      $11,560            $11,021            $11,264
      7/97      $11,990            $11,533            $12,203
      8/97      $11,860            $11,797            $12,070
      9/97      $12,950            $12,661            $12,759
     10/97      $13,370            $12,105            $12,263
     11/97      $13,070            $12,026            $12,555
     12/97      $13,665            $12,237            $12,902
      1/98      $13,433            $12,044            $12,659
      2/98      $14,757            $12,934            $13,649
      3/98      $15,910            $13,466            $14,296
      4/98      $16,476            $13,540            $14,332
      5/98      $15,758            $12,811            $13,887
      6/98      $16,232            $12,838            $14,080
      7/98      $15,424            $11,798            $13,409
      8/98      $11,976             $9,507            $11,263
      9/98      $12,229            $10,251            $11,992
     10/98      $12,744            $10,669            $12,810
     11/98      $12,481            $11,228            $13,416
     12/98      $13,179            $11,923            $14,202
      1/99      $13,967            $12,082            $14,178
      2/99      $14,240            $11,103            $13,706
      3/99      $15,352            $11,276            $14,135
      4/99      $16,534            $12,287            $15,179
      5/99      $17,382            $12,466            $15,135
      6/99      $18,665            $13,030            $15,670
      7/99      $19,008            $12,673            $15,239
      8/99      $18,927            $12,204            $14,844
      9/99      $20,210            $12,206            $14,321
     10/99      $23,110            $12,256            $15,000
     11/99      $26,373            $12,988            $15,432
     12/99      $30,756            $14,458            $16,790
      1/00      $29,397            $14,225            $30,852
      2/00      $30,852            $16,574            $17,483
      3/00      $30,349            $15,482            $18,485
      4/00      $27,523            $14,550            $17,610


The chart shows the value of a hypothetical initial investment of $10,000 in the
Fund, the Russell MidCap Index,  and the Russell 2000 Index on December 31, 1996
and held through April 30, 2000.  The Russell  MidCap Index and the Russell 2000
Index  are  widely  recognized,   unmanaged  indices  of  common  stock  prices.
Performance figures include the change in value of the stocks in the indices and
the reinvestment of dividends; they are not annualized. The index returns do not
reflect  expenses,  which have been deducted from the Fund's return.  The Fund's
return represents past performance and is not predictive of future results.

For the first six months of our fiscal year,  the Fund was aided by  performance
in our  telecommunications  issues (WinStar  Communications +54.1% since October
31,   1999,   Broadwing   +36.0%,   Clearnet   Communications   +94.9%,   Nextel
Communications  +27.0%, and Rural Cellular +22.8%),  our healthcare stocks (Elan
+65.6%,  Watson  Pharmaceutical  +41.5%  and  Beckman  Coulter  +40.9%),  select
technology  holdings  (Cabletron  Systems +37.1% and Viatel +14.6%),  some cable
holdings  (UnitedGlobalCom  +22.1%) and several of our special  situation stocks
(Citizens Utilities +38.9%).

The  first  four  months  of 2000  have  proven  to be  difficult  ones for most
investors in the U.S. financial markets. While it is clear that the U.S. economy
is growing at a very  healthy  rate,  it is unclear how long this rate of growth
will  continue  without  significant  adverse  consequences.   The  markets  are
grappling  with what the true  situation  is with  inflation  (are  inflationary
pressures building and if so, how quickly are they accelerating),  how long will
the Fed have to raise interest  rates and by what amount,  when will the economy
start to moderate,  and are the valuation multiples applied to the so-called New
Economy stocks still too rich?

In addition,  the level of market volatility has been unprecedented.  To a large
degree, the significant decline in speculative and richly valued stocks has been
healthy.  Many daytraders,  most of whom exhibit the characteristics of gamblers
rather than  investors,  have been flushed out of the market,  no longer able to
meet the growing  demands of margin calls.  According to a recent survey,  there
are  only  approximately   50,000  daytraders  in  the  U.S.,  but  they  are  a
surprisingly  powerful  force.  As a group,  they account for about 17% of daily
average trading volume on the NYSE and the NASDAQ.  Online, they account for 75%
to 80%, typically trading 25 to 40 times a day. The partial  elimination of this
group (or at least the tempering of their  behavior)  bodes well for the markets
going forward and does help  eliminate some degree of  speculative  excess.  The
manic-depressive  behavior of  daytraders  and momentum  players in driving many
stocks to  nosebleed  heights only to see them  decline  precipitously  has most
directly impacted technology-related stocks. Another pressure on tech stocks has
been,  and will in the near  future  continue to be, the  expiration  of lock-up
periods for many second- and  third-tier  technology  stocks which recently went
public.  This  overhang  should  continue  to keep  pressure  on some  areas  of
technology as insiders are allowed to sell their shares for the first time since
coming  public.  The extra supply of these shares  flooding into the market will
take some time to be absorbed by other investors.

On a positive note,  despite the market  turbulence of the past few months,  the
average individual investor has kept his cool and responded to the volatility in
stride.  However,  fund  managers  recently  raised  large  amounts  of  cash in
preparation for massive expected redemptions. This mass exodus did not occur. In
fact, the Investment  Company  Institute  recently  reported that in none of the
periods  where we have  witnessed  a stock  market  break or a sharp  decline in
equity values have mutual fund shareholders, as a group, liquidated their shares
en masse.  Contrary to popular  belief,  most  individual  fund  investors  have
exhibited  more  patience,  while some  institutional  investors  have scrambled
around. In market corrections over the past 15 years, one-month redemptions have
averaged  only 1.9% of the  previous  month's  total  assets  versus a long-term
average monthly redemption rate of 1.5%. However,  fund managers as a whole have
raised cash in anticipation of redemptions which have not materialized.  The net
result is this money will probably flow back into the market,  bidding prices up
higher.

In addition to the  aforementioned  cash which will be looking for a home in the
equity market,  several fundamental aspects of the market appear promising.  For
one,  earnings  growth overall  continues to be strong.  Over 70% of all S&P 500
companies  reported  first quarter 2000 earnings  which  exceeded  expectations,
while only 10% fell short.  This compares very favorably to a five-year  average
of  just  56%  positive  and  26%  negative.  In  addition,  according  to  many
economists,  we are in the early stages of a multiyear  cyclical profit recovery
which is being driven by stronger global growth.

With this said, these overall  favorable factors are tempered by our belief that
the markets will continue to experience a high level of volatility until the Fed
is close to being done with raising rates and  inflationary  pressures appear to
be contained. This is the key to seeing a broad advance in the major indices. In
the meantime,  however, many individual  opportunities exist in select companies
which,  in our belief,  are currently  trading at discounts to their  respective
private-market values.

As   previously   mentioned  in  our  other  work,   the  growth   potential  in
telecommunications  should prove  tremendous as usage in the United States still
is not near as great as in  Europe.  As a result,  most U.S.  telecom  companies
trade at large  discounts to their  European  counterparts.  With higher  growth
potential in the U.S. and cheaper valuations,  it is likely that foreign telecom
companies will look to take advantage of the situation by acquiring U.S.  assets
via takeover offers. Of course,  merger and acquisition activity is icing on the
cake, as many of these  companies  should do very well  fundamentally  as growth
continues  to  be  explosive,   overall  market  penetration  accelerates,   and
subscriber  bases  become  more and more  valuable.  In the  wireless  area,  we
continue to see potential in Nextel Communications,  Price Communications, Rural
Cellular, VoiceStream Wireless, and Western Wireless. Despite the enormous share
price  appreciation  in many of these stocks during 1999, we believe much upside
potential continues to exist and we have added to some of these positions during
the last six months when the opportunity has presented  itself. In the broadband
area, Global Crossing  continues to take action to unlock shareholder value, and
Broadwing is well positioned to benefit from previous  acquisitions and it could
prove   to  be  an   acquisition   candidate.   Finally,   in  the   higher-tech
telecommunications area, Viatel and WinStar Communications remain favorites.

Cable is another area where we see much opportunity,  as it is an area which has
significantly  benefited  from the  acceptance  and use of the  Internet.  Cable
companies,  such as Adelphia  Communications,  Cablevision  Systems, and Charter
Communications,  essentially  provide the inroads for this  technology  to enter
into our homes.  The value of cable was validated with the  announcement  of the
America  Online/Time  Warner  merger.  In  addition  to  highlighting  the value
inherent  in cable  companies,  the merger  should  facilitate  the  affiliation
between AOL and other cable  operators  which should,  in turn,  accelerate  the
rollout and adoption of cable broadband high-speed Internet service. Substantial
growth still should come from this area, and consolidation  opportunities should
also present themselves.

Select  companies in the  healthcare  industry  also look  attractive  to us. In
particular,  mid- and small-cap specialty pharmaceutical companies (such as Dura
Pharmaceutical and Watson  Pharmaceutical)  and mid-cap medical device companies
(such as St. Jude Medical and Beckman  Coulter) could prove to be big winners as
they  offer  defensive  characteristics  associated  with  large-cap  healthcare
companies,  but are buffered from many of the existing concerns  associated with
potential  Medicare  reform.  Most medical  device stocks should not be impacted
directly from Medicare reform, and mid- and small-cap  specialty  pharmaceutical
companies are valued more by the potential which exists from their developmental
pipelines.  In addition,  many of these  companies are growing their earnings at
rates much higher than their larger-cap brethren.

As always,  we appreciate your loyalty and support of King  Investment  Advisors
and of  Fountainhead  Special  Value Fund.  While we do not expect 2000 to be as
rewarding  a year  as  1999,  we do  expect  it to be a  beneficial  one for our
shareholders.

Sincerely,



Roger E. King
Chairman and President
<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD SPECIAL VALUE FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED)
<S>                                                       <C>                       <C>
COMMON STOCKS - 88.0%                                         SHARES                       VALUE

BUSINESS EQUIPMENT - 2.3%
Diebold, Inc.                                                    16,700                     $ 482,212
                                                                                      ----------------
CABLE TV & SATELLITE SYSTEMS - 15.0%
Adelphia Communication Corp. - Class A (a)                       31,261                     1,549,373
Cablevision Systems Corp. - Class A (a)                          15,000                     1,015,313
UnitedGlobalCom, Inc. - Class A (a)                              12,000                       637,500
                                                                                      ----------------
                                                                                            3,202,186
                                                                                      ----------------
DIVERSIFIED UTILITIES - 1.1%
Citizens Utilities Co. (a)                                       15,000                       240,938
                                                                                      ----------------
INTERNET SOFTWARE & SERVICES - 1.7%
Rhythms NetConnections, Inc. (a)                                 17,500                       362,031
                                                                                      ----------------
LABORATORY ANALYTICAL INSTRUMENTS - 3.0%
Beckman Coulter, Inc.                                             9,800                       635,775
                                                                                      ----------------
MEDICAL APPLIANCES & EQUIPMENT - 1.5%
St. Jude Medical, Inc. (a)                                       10,200                       318,112
                                                                                      ----------------
COMPUTER COMMUNICATIONS EQUIPMENT - 2.5%
Cabletron Systems, Inc. (a)                                      23,000                       526,125
                                                                                      ----------------
HOUSEHOLD PRODUCTS - 4.8%
Dial Corp.                                                       73,500                     1,024,406
                                                                                      ----------------
PHARMACEUTICALS - 8.9%
Dura Pharmaceuticals, Inc. (a)                                   80,500                     1,046,500
Watson Pharmaceuticals, Inc. (a)                                 18,900                       849,319
                                                                                      ----------------
                                                                                            1,895,819
                                                                                      ----------------
FOUNTAINHEAD SPECIAL VALUE FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                     SHARES                       VALUE

TELECOMMUNCATION SERVICES - 24.0%
Broadwing, Inc.                                                  36,300                   $ 1,027,744
Global Crossing LTD (a)                                          27,290                       859,635
Rural Cellular Corp. - Class A (a)                                8,200                       606,287
Telephone & Data Systems, Inc.                                   12,200                     1,244,400
Viatel Inc. (a)                                                  24,800                       948,600
WinStar Communications, Inc. (a)                                 11,100                       442,613
                                                                                      ----------------
                                                                                            5,129,279
                                                                                      ----------------
WIRELESS COMMUNICATIONS - 23.2%
Nextel Communications, Inc. - Class A (a)                         6,100                       667,569
Price Communications Corp. (a)                                   70,000                     1,426,250
United States Cellular Corp. (a)                                 10,700                       642,669
Voicestream Wireless Corp. (a)                                   14,775                     1,462,725
Western Wireless Corp. - Class A                                 14,900                       740,344
                                                                                      ----------------
                                                                                            4,939,557
                                                                                      ----------------

TOTAL COMMON STOCKS (COST $14,275,012)                                                     18,756,440
                                                                                      ----------------

                                                             PRINCIPAL
                                                              AMOUNT                       VALUE

MONEY MARKET SECURITIES - 3.2%
Firstar Treasury Fund, 5.00% (b) (Cost $693,012)                693,012                       693,012
                                                                                      ----------------
TOTAL INVESTMENTS - 91.2% (COST $14,968,024)                                               19,449,452
                                                                                      ----------------
OTHER ASSETS LESS LIABILITIES - 8.8%                                                        1,873,346
                                                                                      ----------------
TOTAL NET ASSETS - 100.0%                                                                $ 21,322,798
                                                                                      ================

(a) Non-income producing
(b) Variable rate security;  the coupon rate shown  represents the rate at April 30, 2000.
</TABLE>
<PAGE>
<TABLE>
<S>                                                             <C>                   <C>
FOUNTAINHEAD SPECIAL VALUE FUND                                                             APRIL 30, 2000
STATEMENT OF ASSETS & LIABILITIES (UNAUDITED)

ASSETS

Investment in securities, at value (Cost $14,968,024)                                         $ 19,449,452
Cash                                                                                                17,688
Receivable for investment sold                                                                   2,665,868
Interest receivable                                                                                  3,312
                                                                                        -------------------
     TOTAL ASSETS                                                                               22,136,320

LIABILITIES

Accrued investment advisory fee payable                                     $ 42,763
Payable for securities purchased                                             759,581
Payable for fund shares redeemed                                               1,545
Other payables and accrued expenses                                            9,633
                                                                  -------------------
     TOTAL LIABILITIES                                                                             813,522
                                                                                        -------------------

NET ASSETS                                                                                    $ 21,322,798
                                                                                        ===================

Net Assets consist of:
Paid in capital                                                                               $ 14,211,371
Accumulated net investment loss                                                                   (107,653)
Accumulated undistributed net realized gain on investments                                       2,737,652
Net unrealized appreciation on investments                                                       4,481,428
                                                                                        -------------------

Net Assets, for 810,804 shares                                                                $ 21,322,798
                                                                                        ===================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share  ($21,322,798/810,804)                               $ 26.30
                                                                                        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD SPECIAL VALUE FUND
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED APRIL 30, 2000 (UNAUDITED)
<S>                                                               <C>               <C>

INVESTMENT INCOME
Dividend Income                                                                                $ 12,134
Interest Income                                                                                  13,846
                                                                                       -----------------
TOTAL INCOME                                                                                     25,980


EXPENSES
Investment advisory fee                                                   $ 124,772
Trustees' fees                                                                1,992
Transfer agent fees                                                           7,592
Shareholder reports                                                           5,515
Registration fees                                                             4,958
Pricing & bookkeeping fees                                                   11,400
Legal fees                                                                    3,636
Insurance fees                                                                5,621
Custodian fees                                                                4,120
Audit fees                                                                    6,417
Administration fees                                                          15,000
                                                                    ----------------
Total expenses before waivers and reimbursements                            191,023
Waived fees and reimbursed expenses                                         (57,017)
                                                                    ----------------
Total operating expenses                                                                        134,006
                                                                                       -----------------
NET INVESTMENT LOSS                                                                            (108,026)
                                                                                       -----------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                2,848,081
Change in net unrealized depreciation
  on investment securities                                                 (343,662)
                                                                    ----------------
Net gain on investment securities                                                             2,504,419
                                                                                       -----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                        $ 2,396,393
                                                                                       =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD SPECIAL VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
<S>                                                        <C>                     <C>
                                                                SIX MONTHS
                                                                  ENDED                    YEAR
                                                                APRIL 30,                  ENDED
                                                                   2000                 OCTOBER 31,
                                                               (UNAUDITED)                 1999
                                                            -------------------     --------------------
Increase/(Decrease) in Net Assets

OPERATIONS
  Net investment loss                                               $ (108,026)               $ (85,772)
  Net realized gain on  investment securities                        2,848,081                  670,151
  Change in net unrealized appreciation (depreciation)                (343,662)               5,115,600
                                                            -------------------     --------------------
  Net increase in net assets resulting from operations               2,396,393                5,699,979
                                                            -------------------     --------------------
DISTRIBUTIONS TO SHAREHOLDERS
  From net realized gain                                              (680,208)                       0
                                                            -------------------     --------------------
SHARE TRANSACTIONS
  Net proceeds from sale of shares                                   7,198,048                3,403,006
  Shares issued in reinvestment of distributions                       651,634                        0
  Shares redeemed                                                   (2,310,874)              (1,672,500)
                                                            -------------------     --------------------
NET INCREASE IN NET ASSETS
  RESULTING FROM SHARE TRANSACTIONS                                  5,538,808                1,730,506
                                                            -------------------     --------------------
  TOTAL INCREASE IN NET ASSETS                                       7,254,993                7,430,485

NET ASSETS
  Beginning of period                                               14,067,805                6,637,320
                                                            -------------------     --------------------
  End of period [including accumulated
     undistributed net investment income (loss) of
    $(108,026) and $0, respectively]                              $ 21,322,798             $ 14,067,805
                                                            ===================     ====================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FOUNTAINHEAD SPECIAL VALUE FUND
FINANCIAL HIGHLIGHTS
<S>                                                <C>                  <C>                <C>                  <C>
                                                       SIX MONTHS
                                                         ENDED                YEAR                YEAR                PERIOD
                                                       APRIL 30,             ENDED               ENDED                ENDED
                                                          2000            OCTOBER 31,         OCTOBER 31,          OCTOBER 31,
                                                      (UNAUDITED)             1999                1998               1997 (A)
                                                     ---------------     ---------------     ---------------      ---------------
SELECTED PER SHARE DATA
Net asset value, beginning of period                        $ 22.86             $ 12.61             $ 13.35              $ 10.00
                                                     ---------------     ---------------     ---------------      ---------------
Income from investment operations
  Net investment income (loss)                                (0.15)              (0.16)              (0.09)               (0.02)
  Net realized and unrealized gain (loss)                      4.63               10.41               (0.51)                3.37
                                                     ---------------     ---------------     ---------------      ---------------
Total from investment operations                               4.48               10.25               (0.60)                3.35
                                                     ---------------     ---------------     ---------------      ---------------
Less Distributions
  From net realized gain                                      (1.04)               0.00               (0.14)                0.00
                                                     ---------------     ---------------     ---------------      ---------------
Net asset value, end of period                              $ 26.30             $ 22.86             $ 12.61              $ 13.35
                                                     ===============     ===============     ===============      ===============

TOTAL RETURN (b)                                             19.23%              81.28%               (4.67)%             33.70%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                             $21,323             $14,068              $6,637               $2,629
Ratio of expenses to average net assets                       1.34% (c)           1.25%               1.20%                0.97% (c)
Ratio of expenses to average net assets
   before fee waivers and reimbursement                       1.91% (c)           2.50%               2.76%                8.25% (c)
Ratio of net investment income (loss) to
  average net assets                                         (1.08)%(c)          (0.95)%             (0.67)%              (0.16)%(c)
Ratio of net investment income (loss) to
  average net assets
  before fee waivers and reimbursement                       (1.65)%(c)          (2.20)%             (2.22)%              (7.45)%(c)
Portfolio turnover rate                                     103.14% (c)         177.56%             108.31%              130.63% (c)

(a)  December 31, 1996 (commencement of operations) to October 31, 1997
(b)  For periods of less than a full year, total returns are not annualized.
(c)  Annualized
</TABLE>
<PAGE>
                         FOUNTAINHEAD SPECIAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                           APRIL 30, 2000 (UNAUDITED)

NOTE 1.  ORGANIZATION

     The  Fountainhead  Special Value Fund (the "Fund") is organized as a series
of the  AmeriPrime  Funds,  an Ohio business  trust (the  "Trust").  The Fund is
registered  under  the  Investment  Company  Act  of  1940,  as  amended,  as  a
diversified,  open-end  management  investment  company.  The Fund's  investment
objective is to provide  long-term  capital  growth.  The  Declaration  of Trust
Agreement  for the fund permits the Board of Trustees  (the "Board") to issue an
unlimited number of shares of beneficial interest of separate series without par
value.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

SECURITIES  VALUATION-  Securities,  which are traded on any  exchange or on the
NASDAQ over-the-counter market are valued at the last-quoted sale price. Lacking
a last sale price,  a security is valued at its last bid price except  when,  in
the opinion of the Advisor (as such term is defined in note 3 of this document),
the  last bid  price  does  not  accurately  reflect  the  current  value of the
security. All other securities for which over-the-counter  market quotations are
readily available are valued at their last bid price. When market quotations are
not readily  available,  when the Advisor determines the last bid price does not
accurately  reflect the current value, or when  restricted  securities are being
valued,  such  securities are valued as determined in good faith by the Advisor,
in conformity with guidelines adopted by and subject to review of the Board.

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

                         FOUNTAINHEAD SPECIAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

DIVIDENDS AND  DISTRIBUTIONS-  The Fund intends to comply with federal tax rules
regarding  distribution  of  substantially  all its net  investment  income  and
capital gains. These rules may cause multiple distributions during the course of
the year.

REDEMPTION  FEES - The Fund  charges a  redemption  fee of 1% of the current net
asset value of shares  redeemed if the shares are owned less than 180 days.  The
fee is  charged  for the  benefit  of  remaining  shareholders  to  defray  Fund
portfolio  transaction  expenses and facilitate portfolio  management.  This fee
applies to shares being redeemed in the order in which they are  purchased.  The
fee,  which is retained by the Fund,  is accounted for as an addition to paid-in
capital.

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

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund retains King  Investment  Advisors,  Inc. (the "Advisor") to manage the
Fund's  investments.  Roger E. King,  President  of the  Advisor,  is  primarily
responsible for the day-to-day management of the Fund's portfolio.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments subject to approval of the Board. As compensation
for its  management  services,  the Fund is  obligated  to pay the Advisor a fee
computed  and accrued  daily and paid  monthly at an annual rate of 1.50% of the
average  daily net assets of the Fund.  For the six months  ended April 30, 2000
the Advisor  received a fee of $124,772 from the Fund.  The Advisor  voluntarily
agreed to waive fees and reimburse expenses for the Fund for the period November
1, 1999 to  February 29 to the extent  necessary  to  maintain  total  operating
expenses at the rate of 1.25% for that period.

                         FOUNTAINHEAD SPECIAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

The Advisor  contractually  agreed to waive and reimburse  expenses for the Fund
for the  period  March 1,  2000 to April 30,  2000 to the  extent  necessary  to
maintain total operating expenses at the rate of 1.50%. For the six months ended
April 30, 2000, the Advisor waived fees and reimbursed expenses of $57,017.  The
Advisor  has  contractually  agreed to waive fees and/or  reimburse  expenses to
maintain total fund  operating  expenses at 1.50% of net assets through March 1,
2001.

     The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to manage the
Fund's business  affairs and to provide the Fund with  administrative  services,
including all regulatory reporting and necessary office equipment and personnel.
The Administrator receives a monthly fee equal to an annual rate of 0.10% of the
Fund's assets under $50 million, 0.075% of the Fund's assets from $50 million to
$100 million,  and 0.050% of the Fund's  assets over $100 million  (subject to a
minimum fee of $2,500 per month).  For the six months ended April 30, 2000,  the
Administrator received fees of $15,000 from the Fund for administrative services
provided to the Fund.

     The Fund retains Unified Fund Services,  Inc.  ("Unified"),  a wholly owned
subsidiary of Unified  Financial  Services,  Inc., to act as the Fund's transfer
agent and fund accountant.  For its services as transfer agent, Unified receives
a  monthly  fee from the Fund of $1.20  per  shareholder  (subject  to a minimum
monthly fee of $750). For the six months ended April 30, 2000,  Unified received
fees of $7,592  for  transfer  agent  services  provided  to the  Fund.  For its
services as fund accountant,  Unified receives an annual fee from the Fund equal
to 0.0275% of the Fund's assets up to $100 million, 0.0250% of the fund's assets
from $100  million to $300  million and  0.0200% of the Fund's  assets over $300
million  (subject to various  monthly minimum fees, the maximum being $2,000 per
month for assets of $20 million to $100 million). For the six months ended April
30, 2000, Unified received fees of $11,400 for fund accounting services provided
to the Fund.

     The Fund retains AmeriPrime Financial Securities, Inc. (the "Distributor"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to act as the
principal  distributor  of the  Fund's  shares.  No  payments  were  made to the
Distributor  for the six  months  ended  April  30,  2000.  Certain  members  of
management  of the  Administrator  and  the  Distributor  are  also  members  of
management of the AmeriPrime Trust.

                         FOUNTAINHEAD SPECIAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 4.  SHARE TRANSACTIONS

     As of April  30,  2000,  the Fund had an  unlimited  number  of  authorized
shares. Paid-in capital at April 30, 2000 was $14,211,371.

     Transactions in shares were as follows:
<TABLE>
<S>                          <C>                <C>                    <C>                 <C>
                                    SIX MONTHS ENDED                              YEAR ENDED
                                     APRIL 30, 2000                            OCTOBER 31, 1999

                               SHARES               DOLLARS               SHARES               DOLLARS

Shares sold                   252,613             $7,198,048             194,253             $3,403,006
Shares issued in
reinvestment of
dividends                      22,666                651,634                  0                       0
Shares redeemed
                              (79,824)            (2,310,874)           (105,383)            (1,672,500)
                              --------            ----------           ---------             ----------
                              195,455             $5,538,808              88,870             $1,730,506
                              ========            ==========           =========             ==========

</TABLE>

NOTE 5. INVESTMENTS

     For the six months ended April 30, 2000,  purchases and sales of investment
securities,   other  than  short-term   investments,   totaled  $11,856,050  and
$9,620,540,  respectively.  The gross unrealized appreciation for all securities
totaled  $4,628,988  and the gross  unrealized  depreciation  for all securities
totaled $147,560 for a net unrealized appreciation of $4,481,428. The total cost
of securities for federal income tax purposes at April 30, 2000 was $14,968,024.

NOTE 6. ESTIMATES

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

Dear Fellow Shareholders:

For the six months ended April 30, 2000,  the GLOBALT  Growth Fund  outperformed
its benchmark,  the S&P 500 Index,  by a significant  margin of 11.21% to 7.20%.
The Fund  performed  very strongly in the first part of the period,  when growth
strategies  in general  were market  leaders,  and less  buoyantly in the second
part, when growth stocks came under  pressure.  In this period of unusually high
volatility, we are pleased with the Fund's net results.

      Periods Ending 4/30/2000                    GROWX    S&P 500

      Avg. Annual 1 Year Return                   16.71%    10.13%
      Avg. Annual Return Since Inception          23.41%    23.94%

                                                Russell
 Period                 GGF       S&P 500     1000 Growth
----------            ------     --------    ------------

                             Beginning 12/1/95
                      $25,000     $25,000       $25,000
 Dec-95               $26,600     $25,483       $25,143
 Jan-96               $27,600     $26,349       $25,984
 Feb-96               $28,199     $26,594       $26,460
 Mar-96               $28,549     $26,849       $26,495
 Apr-96               $29,074     $27,244       $27,190
 May-96               $29,400     $27,947       $28,142
 Jun-96               $29,400     $28,053       $28,180
 Jul-96               $28,074     $26,813       $26,537
 Aug-96               $28,871     $27,379       $27,217
 Sep-96               $30,647     $28,920       $29,198
 Oct-96               $31,195     $29,718       $29,372
 Nov-96               $33,295     $31,965       $31,577
 Dec-96               $31,913     $31,332       $30,966
 Jan-97               $33,914     $33,289       $33,133
 Feb-97               $33,052     $33,550       $32,908
 Mar-97               $31,558     $32,172       $31,128
 Apr-97               $33,862     $34,092       $33,195
 May-97               $35,836     $36,168       $35,597
 Jun-97               $37,506     $37,788       $37,025
 Jul-97               $40,773     $40,795       $40,303
 Aug-97               $39,077     $38,510       $37,947
 Sep-97               $40,902     $40,619       $39,814
 Oct-97               $39,663     $39,262       $38,343
 Nov-97               $40,424     $41,080       $39,967
 Dec-97               $41,063     $41,785       $40,415
 Jan-98               $41,342     $42,247       $41,623
 Feb-98               $44,377     $45,294       $44,753
 Mar-98               $46,382     $47,613       $46,539
 Apr-98               $47,663     $48,092       $47,181
 May-98               $46,466     $47,266       $45,841
 Jun-98               $48,859     $49,186       $48,651
 Jul-98               $48,219     $48,662       $48,330
 Aug-98               $40,533     $41,626       $41,076
 Sep-98               $42,203     $44,293       $44,231
 Oct-98               $44,929     $47,894       $47,787
 Nov-98               $47,854     $50,797       $51,423
 Dec-98               $51,668     $53,724       $56,062
 Jan-99               $54,438     $55,970       $59,353
 Feb-99               $51,378     $54,231       $56,640
 Mar-99               $52,925     $56,401       $59,625
 Apr-99               $54,237     $58,585       $59,703
 May-99               $53,451     $57,202       $57,870
 Jun-99               $56,246     $60,376       $61,921
 Jul-99               $54,266     $58,492       $59,951
 Aug-99               $54,239     $58,199       $60,929
 Sep-99               $53,306     $56,604       $59,649
 Oct-99               $56,920     $60,187       $64,153
 Nov-99               $59,749     $61,410       $67,611
 Dec-99               $65,706     $65,028       $74,642
 Jan-00               $61,416     $61,761       $71,141
 Feb-00               $62,269     $60,591       $74,620
 Mar-00               $66,379     $66,519       $79,963
 Apr-00               $63,306     $64,518       $76,157



      Past performance is not predictive of future performance.

      The GLOBALT  Growth Fund's  historical  results are net of all
      expenses,  versus  the  gross  market  benchmark  (the S&P 500
      Index).  Investors  are  reminded  that when trying to achieve
      benchmark  returns,  investment  management fees,  transaction
      costs and execution costs will be incurred.

      The S&P 500 Index is an unmanaged index of 500 selected common
      stocks,  most  of  which  are  listed  on the New  York  Stock
      Exchange.  The Index is adjusted  for  dividends  and weighted
      toward stocks with large market capitalization.

      Inception Date:  December 1, 1995.

In the latter  part of the  period,  we took money out of  extended  high growth
stocks,  balancing  economic sector  representation and increasing the number of
issues in the  portfolio.  The net effects  were to moderate  volatility  and to
lower the average  market  capitalization  in the Fund.  Reliance on the largest
capitalization   companies   and  the   Technology   sector  was  reduced,   and
participation  in a broader range of growth sectors was increased,  particularly
companies with greater exposure to improving international economies. In effect,
we spread out our  technology  names and included more growth  drivers at better
valuations.  We are convinced  that the U.S.  economy,  while  slowing,  remains
healthy and the current correction is providing opportunities to own some of the
most promising growth stocks at better prices.

We have not backed away from our conviction  that the information age economy is
rapidly  creating  large new markets.  Today,  the spending  intentions  of most
companies are universally single-minded.  Virtually every organization is moving
from the planning stage to spending on their number one priority: e-commerce and
the  development of the  infrastructure  necessary to make pervasive  e-commerce
possible.  We are  committed to  investing  in companies  that will benefit from
these  developments and are aware that there are many ways to accomplish this in
both "new" and "old"  companies.  We also  understand that the level of creative
destruction  (i.e.,  rapid  replacement  of old  methods  with new ways of doing
business) will be high, and we have seen some evidence of this in recent months.
The greater  diversification in our portfolios is recognition of our respect for
risk control in this market  environment.  Higher turnover in the portfolio will
be a by-product of the process, as long as volatility remains high.

Likewise,  the idea of two separate  economies is simplistic and misleading.  In
"old" vs. "new,"  investors will seek the "real" economy,  where a revolution is
occurring in the way business is conducted worldwide.  In time, "e" will go back
to being just another  letter in the alphabet,  because  e-business  will not be
unique;  it will be the standard for all business.  We are firmly convinced that
growth strategies will prevail, and that highly charged inflection points in the
stock market create  opportunities  to own the companies best positioned to cope
with the new, "real" economy. Technology has become the weapon to win the war in
a globally deregulated environment. The shift to a growth focus by the market in
recent years mirrors trends in the real economy brought about by  globalization,
deregulation  and capital  redeployment and in this sense is a secular change in
our opinion. There has never been a more challenging  environment in which to be
an  investor  nor a better  time to be  focused on the  opportunities  which the
global "information age" economy is presenting to U.S. companies.

Please  contact us with any  questions or comments you may have.  As always,  we
appreciate your confidence in the GLOBALT Growth Fund.

Sincerely,



Samuel E. Allen
Chief Executive Officer

<PAGE>
<TABLE>
<CAPTION>
GLOBALT GROWTH FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000
(UNAUDITED)
<S>                                                            <C>                     <C>
COMMON STOCKS - 97.7%                                            SHARES                         VALUE

ADVERTISING - 1.9%
Interpublic Group of Cos., Inc.                                     5,400                        $ 221,400
Omnicom Group, Inc.                                                 1,800                          163,912
                                                                                        -------------------
                                                                                                   385,312
                                                                                        -------------------
AIR DELIVERY, FREIGHT & PARCEL SERVICES - 1.3%
United Parcel Service, Inc.                                         4,000                          266,000
                                                                                        -------------------
BANKS - 3.0%
Citigroup, Inc.                                                     7,450                          442,809
State Street Corp.                                                  1,700                          164,688
                                                                                        -------------------
                                                                                                   607,497
                                                                                        -------------------
CHEMICALS - 0.6%
Praxair, Inc.                                                       3,000                          133,312
                                                                                        -------------------
COMMUNICATIONS EQUIPMENT - 4.4%
Comverse Technology, Inc. (a)                                         920                           82,052
JDS Uniphase Corp. (a)                                              1,680                          174,300
Lucent Technologies, Inc.                                           3,300                          205,219
Motorola, Inc.                                                      1,300                          154,781
QUALCOMM, Inc. (a)                                                  1,900                          206,031
Scientific-Atlanta, Inc.                                            1,300                           84,581
                                                                                        -------------------
                                                                                                   906,964
                                                                                        -------------------
COMPUTER SERVICES & SOFTWARE - 12.5%
Agile Software Corp. (a)                                            2,700                          100,069
America Online, Inc. (a)                                            5,000                          299,375
i2 Technologies, Inc. (a)                                             500                           64,625
Microsoft Corp. (a)                                                 8,900                          620,775
Oracle Corp. (a)                                                    7,500                          599,531
PSINet, Inc. (a)                                                    4,800                          111,300
Portal Software, Inc. (a)                                           2,100                           96,337
Siebel Systems, Inc. (a)                                              350                           43,006
Verisign, Inc. (a)                                                    700                           97,563
Veritas Software Corp. (a)                                          3,000                          321,797
Yahoo!, Inc. (a)                                                    1,700                          221,425
                                                                                        -------------------
                                                                                                 2,575,803
                                                                                        -------------------

GLOBALT GROWTH FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED
COMMON STOCKS - CONTINUED
                                                                  SHARES                         VALUE
COMPUTERS & OFFICE EQUIPMENT - 12.9%
Cisco Systems, Inc. (a)                                            12,400                        $ 859,668
Dell Computer Corp. (a)                                             4,000                          200,500
Diebold, Inc.                                                       9,500                          274,312
EMC Corp. (a)                                                       2,100                          291,769
Electronics for Imaging, Inc. (a)                                   3,000                          156,750
International Business Machines, Inc.                               3,000                          334,875
Network Appliance, Inc. (a)                                         2,020                          149,354
Sun Microsystems, Inc. (a)                                          4,200                          386,138
                                                                                        -------------------
                                                                                                 2,653,366
                                                                                        -------------------
DRUGS & PHARMACEUTICALS - 10.2%
Alza Corp. - Class A (a)                                            3,000                          132,000
Amgen, Inc. (a)                                                     4,900                          274,400
Bristol-Myers Squibb, Inc.                                          5,600                          293,650
Johnson & Johnson                                                   5,012                          413,490
Lilly (Eli) & Co.                                                   2,500                          193,281
Merck & Co., Inc.                                                   4,000                          278,500
Pharmacia Corp.                                                     2,500                          125,000
Warner-Lambert, Inc.                                                3,400                          386,962
                                                                                        -------------------
                                                                                                 2,097,283
                                                                                        -------------------
ELECTRIC UTILITY - 0.7%
AES Corp. (a)                                                       1,700                          152,044
                                                                                        -------------------
ELECTRONICS - 3.5%
Jabil Circuit, Inc. (a)                                             5,600                          229,250
Molex, Inc.- Class A                                                9,150                          366,000
SCI Systems, Inc. (a)                                               2,200                          117,150
                                                                                        -------------------
                                                                                                   712,400
                                                                                        -------------------
ENTERTAINMENT - 3.4%
Time Warner Inc.                                                    4,700                          422,706
Viacom, Inc. - Class B (a)                                          5,000                          271,875
                                                                                        -------------------
                                                                                                   694,581
                                                                                        -------------------
FINANCE - DIVERSIFIED - 0.9%
American Express Co.                                                1,300                          195,000
                                                                                        -------------------
HOUSEHOLD PRODUCTS - 1.8%
Colgate-Palmolive Co.                                               2,900                          165,662
Procter & Gamble, Inc.                                              3,300                          196,763
                                                                                        -------------------
                                                                                                   362,425
                                                                                        -------------------
INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%
Illinois Tool Works, Inc.                                           2,500                          160,156
                                                                                        -------------------
GLOBALT GROWTH FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED
COMMON STOCKS - CONTINUED
                                                                  SHARES                        VALUE
INSURANCE - 3.5%
AFLAC, Inc.                                                         6,100                        $ 297,756
American International Group, Inc.                                  3,200                          351,000
Marsh & McLennan Cos., Inc.                                           800                           78,850
                                                                                        -------------------
                                                                                                   727,606
                                                                                        -------------------
INVESTMENT SERVICES - 1.9%
Donaldson, Lufkin & Jenrette, Inc.                                  3,000                          125,438
Franklin Resources, Inc.                                            8,000                          258,000
                                                                                        -------------------
                                                                                                   383,438
                                                                                        -------------------
MANUFACTURERS - DIVERSIFIED - 7.1%
General Electric Co.                                                6,300                          990,675
Honeywell International, Inc.                                       5,400                          302,738
Minnesota Mining & Manufacturing Co.                                2,000                          173,000
                                                                                        -------------------
                                                                                                 1,466,413
                                                                                        -------------------
MEDICAL EQUIPMENT & SUPPLIES - 2.0%
Stryker Corp.                                                       5,600                          402,850
                                                                                        -------------------
OIL & GAS EQUIPMENT - 0.5%
Baker Hughes, Inc.                                                  3,500                          111,344
                                                                                        -------------------
OIL & GAS EXPLORATION & PRODUCTION - 1.2%
Apache Corp. (a)                                                    5,000                          242,188
                                                                                        -------------------
OIL & GAS SERVICES - 2.7%
Ensco International, Inc.                                           5,000                          165,937
Global Marine, Inc. (a)                                             7,000                          168,000
Halliburton Co.                                                     5,000                          220,938
                                                                                        -------------------
                                                                                                   554,875
                                                                                        -------------------
PERSONAL CARE PRODUCTS - 2.3%
Avon Products, Inc.                                                 7,000                          290,500
Kimberly-Clark Corp.                                                3,000                          174,188
                                                                                        -------------------
                                                                                                   464,688
                                                                                        -------------------
PUBLISHING - 0.8%
Reader's Digest Association, Inc. - Class A                         5,000                          159,688
                                                                                        -------------------
RESTAURANTS - 0.8%
Starbucks Corp. (a)                                                 5,500                          166,289
                                                                                        -------------------

GLOBALT GROWTH FUND
SCHEDULE OF INVESTMENTS - APRIL 30, 2000 (UNAUDITED) - CONTINUED
COMMON STOCKS - CONTINUED
                                                                   SHARES                       VALUE
RETAIL - DISCOUNT & VARIETY STORES - 2.3%
Costco Wholesale Corp. (a)                                          2,300                        $ 124,344
Wal-Mart Stores, Inc.                                               6,200                          343,325
                                                                                        -------------------
                                                                                                   467,669
                                                                                        -------------------
RETAIL - HOME IMPROVEMENT STORES - 0.9%
Home Depot, Inc.                                                    3,300                          185,006
                                                                                        -------------------
SEMICONDUCTORS - 6.8%
Anadigics, Inc. (a)                                                   900                           67,556
Analog Devices, Inc. (a)                                            1,500                          115,125
Applied Micro Circuits Corp. (a)                                      800                          103,100
Broadcom Corp. - Class A (a)                                          800                          137,900
Conexant Systems, Inc. (a)                                            380                           22,752
Intel Corp.                                                         2,800                          355,075
Maxim Integrated Products, Inc. (a)                                   800                           51,850
RF Micro Devices, Inc. (a)                                          1,900                          197,719
Texas Instruments, Inc.                                             1,000                          162,875
Xilinx, Inc. (a)                                                    2,500                          183,125
                                                                                        -------------------
                                                                                                 1,397,077
                                                                                        -------------------
TELECOMMUNICATION SERVICES - 6.5%
Aether Systems, Inc. (a)                                            1,100                          183,133
Level 3 Communications, Inc. (a)                                    1,900                          169,100
MCI Worldcom, Inc. (a)                                             10,550                          479,366
U.S. West, Inc.                                                     7,000                          498,313
                                                                                        -------------------
                                                                                                 1,329,912
                                                                                        -------------------
TRAVEL SERVICES - 0.5%
Sabre, Inc.                                                         2,900                          101,681
                                                                                        -------------------
TOTAL COMMON STOCKS (Cost $16,557,163)                                                          20,062,867
                                                                                        -------------------
                                                                PRINCIPAL
                                                                  AMOUNT                         VALUE

MONEY MARKET SECURITIES - 3.6%
Firstar Treasury Fund, 5.00% (b) (Cost $740,182)                  740,182                          740,182
                                                                                        -------------------
TOTAL INVESTMENTS -  (COST $17,297,345) - 101.3%                                                20,803,049
                                                                                        -------------------
LIABILITIES IN EXCESS OF OTHER ASSETS - (1.3)%                                                    (272,846)
                                                                                        -------------------
TOTAL NET ASSETS - 100.0%                                                                     $ 20,530,203
                                                                                        ===================

(a) Non-income producing
(b) Variable rate security;  the coupon rate shown  represents the rate at April 30, 2000.
</TABLE>
<PAGE>
<TABLE>
<S>                                                             <C>                  <C>
GLOBALT GROWTH FUND                                                                         APRIL 30, 2000
STATEMENT OF ASSETS AND LIABILITIES
(UNAUDITED)

ASSETS

Investment in securities, at value (cost $17,297,345)                                         $ 20,803,049
Cash                                                                                                   330
Dividends receivable                                                                                11,058
Interest receivable                                                                                  1,174
Receivable for fund shares sold                                                                        167
Receivable for investments sold                                                                     85,815
                                                                                       --------------------
     TOTAL ASSETS                                                                               20,901,593

LIABILITIES

Accrued investment advisory fee payable                                     $ 19,486
Payable for investments purchased                                            351,904
                                                                  -------------------
     TOTAL LIABILITIES                                                                             371,390
                                                                                       --------------------

NET ASSETS                                                                                    $ 20,530,203
                                                                                       ====================

Net Assets consist of:
Paid in capital                                                                                 14,751,696
Undistributed Net Investment Loss                                                                  (31,661)
Accumulated undistributed net realized gain on investments                                       2,304,464
Net unrealized appreciation on investments                                                       3,505,704
                                                                                       --------------------

NET ASSETS, for 987,091 shares                                                                $ 20,530,203
                                                                                       ====================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share  ($20,530,203 / 987,091)                             $ 20.80
                                                                                       ====================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
GLOBALT GROWTH FUND
STATEMENT OF OPERATIONS  FOR THE SIX MONTHS ENDED APRIL 30, 2000
(UNAUDITED)
<S>                                                                    <C>                 <C>
INVESTMENT INCOME
Dividend Income                                                                                     $ 64,243
Interest Income                                                                                       20,369
                                                                                            -----------------
TOTAL INCOME                                                                                          84,612


EXPENSES
Investment advisory fee                                                        $ 113,387
Trustees' fees                                                                     1,992
                                                                        -----------------
Total expenses before reimbursement                                              115,379
Reimbursed expenses                                                               (1,992)
                                                                        -----------------
Total operating expenses                                                                             113,387
                                                                                            -----------------
NET INVESTMENT LOSS                                                                                  (28,775)
                                                                                            -----------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                     2,304,450
Change in net unrealized appreciation (depreciation)
  on investment securities                                                      (312,861)
                                                                        -----------------
Net gain on investment securities                                                                  1,991,589
                                                                                            -----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                             $ 1,962,814
                                                                                            =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
GLOBALT GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
<S>                                                     <C>                       <C>
                                                              SIX MONTHS
                                                                ENDED                     YEAR
                                                              APRIL 30,                  ENDED
                                                                 2000                 OCTOBER 31,
                                                             (UNAUDITED)                  1999
                                                          -------------------      -------------------
Increase/(Decrease) in Net Assets
OPERATIONS
  Net investment income (loss)                                     $ (28,775)               $ (42,743)
  Net realized gain on investment securities                       2,304,450                  844,362
  Change in net unrealized
    appreciation (depreciation)                                     (312,861)               2,489,533
                                                          -------------------      -------------------
  Net increase in net assets
    resulting from operations                                      1,962,814                3,291,152
                                                          -------------------      -------------------
DISTRIBUTIONS TO SHAREHOLDERS
  From net investment income                                               0                  (15,584)
  From net realized gain                                            (843,737)                (592,834)
                                                          -------------------      -------------------
  Total distributions                                               (843,737)                (608,418)
                                                          -------------------      -------------------
SHARE TRANSACTIONS
  Net proceeds from sale of shares                                 2,250,865                4,333,512
  Shares issued in reinvestment of distributions                     736,100                  608,118
  Shares redeemed                                                   (509,879)              (2,399,432)
                                                          -------------------      -------------------
NET INCREASE IN NET ASSETS RESULTING
  FROM SHARE TRANSACTIONS                                          2,477,086                2,542,198
                                                          -------------------      -------------------
  TOTAL INCREASE IN NET ASSETS                                     3,596,163                5,224,932

NET ASSETS
  Beginning of period                                             16,934,040               11,709,108
                                                          -------------------      -------------------
  End of period [including accumulated
    undistributed net investment income (loss)
    of $(31,661) and $(2,886), respectively]                    $ 20,530,203             $ 16,934,040
                                                          ===================      ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GLOBALT GROWTH FUND
FINANCIAL HIGHLIGHTS
<S>                                      <C>              <C>                <C>               <C>               <C>

                                            SIX MONTHS                                                                    PERIOD
                                               ENDED                       YEARS ENDED OCTOBER 31,                        ENDED
                                          APRIL 30, 2000   ----------------------------------------------------        OCTOBER 31,
                                            (UNAUDITED)           1999              1998             1997                1996 (A)
                                          --------------   ----------------   ---------------   ---------------    -----------------
SELECTED PER SHARE DATA
Net asset value, beginning of period          $ 19.53           $ 16.14          $ 15.66          $ 12.48               $ 10.00
                                          --------------   ----------------   ---------------   ---------------    -----------------
Income from investment operations:
  Net investment income (loss)                  (0.03)            (0.05)            0.02             0.01                  0.01
  Net realized and unrealized gain               5.13              4.27             1.86             3.34                  2.47
                                          --------------   ----------------   ---------------   ---------------    -----------------
Total from investment operations                 5.10              4.22             1.88             3.35                  2.48
                                          --------------   ----------------   ---------------   ---------------     ----------------
Less Distributions
  From net investment income                     0.00             (0.02)           (0.01)            0.00                  0.00
  From net realized gain                        (0.95)            (0.81)           (1.39)           (0.17)                 0.00
                                          --------------   ----------------   ---------------   ---------------     ----------------
Total Distributions                             (0.95)            (0.83)           (1.40)           (0.17)                 0.00
                                          --------------   ----------------   ---------------   ---------------     ----------------
Net asset value, end of period                $ 23.68           $ 19.53          $ 16.14          $ 15.66               $ 12.48
                                          ==============   ================   ===============   ===============     ================

TOTAL RETURN (b)                                11.21%            26.67%           13.28%           27.15%                24.80%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                $20,530           $16,934          $11,709           $8,003                $3,443
Ratio of expenses to average net assets          1.17% (c)         1.17%            1.17%            1.17%                 1.16% (c)
Ratio of expenses to average net assets
  before reimbursement                           1.19% (c)         1.18%            1.19%            1.19%                 1.25% (c)
Ratio of net investment income (loss) to
  average net assets                            (0.30)%(c)        (0.27)%           0.14%            0.06%                 0.11% (c)
Ratio of net investment income (loss) to
  average net assets before reimbursement       (0.32)%(c)        (0.28)%           0.12%            0.04%                 0.02% (c)
Portfolio turnover rate                          72.52%(c)        120.46%          83.78%          110.01%                66.42% (c)

(a)  December 1, 1995 (commencement of operations) to October 31, 1996
(b)  For periods of less than a full year, total returns are not annualized.
(c)  Annualized
</TABLE>
<PAGE>
                               GLOBALT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                           APRIL 30, 2000 (UNAUDITED)

NOTE 1.  ORGANIZATION

     GLOBALT  Growth  Fund  (the  "Fund")  was  organized  as a  series  of  the
AmeriPrime  Funds,  an Ohio business  trust (the "Trust) on October 20, 1995 and
commenced  operations  on December  1, 1995.  The Fund is  registered  under the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management  investment  company.  The Fund's investment  objective is to provide
long-term  growth of capital.  The  Declaration of Trust  Agreement  permits the
Board of  Trustees  (the  "Board")  to issue an  unlimited  number  of shares of
beneficial interest of separate series without par value.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

                               GLOBALT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

DIVIDENDS AND  DISTRIBUTIONS-  The Fund intends to comply with federal tax rules
regarding  distribution of  substantially  all of its net investment  income and
capital gains. These rules may cause multiple distributions during the course of
the year.

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

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund  retains  GLOBALT,  Inc.  (the  "Advisor")  to manage  the  Fund's
investments.  The advisor was organized as a Georgia corporation in 1990. Angela
Allen,  President of the Advisor, and Samuel Allen, Chairman of the Advisor, are
the controlling  shareholders of GLOBALT,  Inc. The investment decisions for the
Fund are made by a committee of the Advisor,  which is primarily responsible for
the day-to-day management of the Fund's portfolio.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the Fund  except  brokerage  commissions,  taxes,
interest, fees and expenses of non-interested person trustees, and extraordinary
expenses.  As compensation for its management  services and agreement to pay the
Fund's  expenses,  the Fund is  obligated  to pay the Advisor a fee computed and
accrued  daily and paid monthly at an annual rate of 1.17% of the average  daily
net assets of the Fund.  It should be noted that most  investment  companies pay
their own operating expenses directly,  while the Fund's expenses,  except those
specified  above,  are paid by the  Advisor.  For the six months ended April 30,
2000,  the  Advisor  received a fee of $113,387  from the Fund.  The Advisor has
voluntarily  agreed to reimburse  other  expenses for the six months ended April
30,  2000 to the extent  necessary  to  maintain  total  expenses at the rate of
1.17%. For the six months ended April 30, 2000, the Advisor reimbursed  expenses
of $1,992.  There is no assurance that such  reimbursement  will continue in the
future.

The Fund retains AmeriPrime Financial Services,  Inc. (the  "Administrator"),  a
wholly owned subsidiary of Unified Financial Services, Inc., to manage the funds
business affairs and provide the Fund with  administrative  services,  including
all  regulatory  reporting and necessary  office  equipment and  personnel.  The
Administrator receives a monthly fee from the Advisor equal to an annual rate of
0.10% of the Fund's assets under

                               GLOBALT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
$50 million,  0.075% of the Fund's assets from $50 million to $100 million,  and
0.050% of the Fund's  assets  over $100  million  (subject  to a minimum  fee of
$2,500 per month).  For the six months ended April 30, 2000,  the  Administrator
received fees of $15,000 from the Advisor for  administrative  services provided
to the Fund.

     The Fund retains Unified Fund Services,  Inc.  ("Unified"),  a wholly owned
subsidiary of Unified  Financial  Services,  Inc., to act as the Fund's transfer
agent and fund accountant.  For its services as transfer agent, Unified receives
a monthly  fee from the Advisor of $1.20 per  shareholder  (subject to a minimum
monthly fee of $750). For the six months ended April 30, 2000,  Unified received
fees of $8,357 from the  Advisor for  transfer  agent  services  provided to the
Fund. For its services as fund  accountant,  Unified receives an annual fee from
the  Advisor  equal to  0.0275%  of the Fund's  assets up to $100  million,  and
0.0250% of the Fund's assets from $100 million to $300  million,  and 0.0200% of
the Fund's assets over $300 million  (subject to various  monthly  minimum fees,
the maximum being $2,000 per month for assets of $20 to $100  million).  For the
six months  ended April 30,  2000,  Unified  received  fees of $10,800  from the
Advisor for fund accounting services provided to the Fund.

     The Fund retains AmeriPrime Financial Securities, Inc. ("the Distributor"),
a wholly owned  subsidiary of Unified  Financial  Services,  Inc., to act as the
principal  distributor of the Fund's shares.  There were no payments made to the
Distributor  for the six  months  ended  April  30,  2000.  Certain  members  of
management  of the  Administrator  and  the  Distributor  are  also  members  of
management of the AmeriPrime Trust.

NOTE 4.  SHARE TRANSACTIONS

     As of April 30, 2000, there were an unlimited  number of authorized  shares
for the Fund. Paid in capital at April 30, 2000 was $14,751,696.

Transactions in shares were as follows:
<TABLE>
<S>                          <C>                <C>                  <C>                   <C>
                                     SIX MONTHS ENDED                           YEAR ENDED
                                APRIL 30, 2000 (UNAUDITED)                   OCTOBER 31, 1999

                                SHARES             DOLLARS              SHARES               DOLLARS

Shares sold                     110,372          $2,250,865             237,096             $4,333,512
Shares issued in reinvestment
  of distributions
Shares redeemed                (24,454)            (509,879)           (130,011)            (2,399,432)
                               --------          -----------          ----------            ----------
                               120,139           $2,477,086             141,345             $2,542,198
                               ========          ===========          ==========            ==========
</TABLE>

                              GLOBALT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                     APRIL 30, 2000 (UNAUDITED) - CONTINUED

NOTE 5.  INVESTMENTS

     For the six months ended April 30, 2000,  purchases and sales of investment
securities,  other  than  short-term  investments,  aggregated  $15,508,286  and
$13,452,081,  respectively. The gross unrealized appreciation for all securities
totaled  $4,343,123  and the gross  unrealized  depreciation  for all securities
totaled $837,419 for a net unrealized appreciation of $3,505,704.  The aggregate
cost of  securities  for  federal  income  tax  purposes  at April 30,  2000 was
$17,297,345.

NOTE 6. ESTIMATES

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



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