AMERIPRIME FUNDS
497, 2000-08-17
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                               GLOBALT GROWTH FUND

                       STATEMENT OF ADDITIONAL INFORMATION

                                 August 10, 2000

      This Statement of Additional  Information ("SAI") is not a prospectus.  It
should be read in  conjunction  with the Prospectus of GLOBALT Growth Fund dated
January 31, 2000.  This SAI  incorporates  by  reference  to the Trust's  Annual
Report to  Shareholders  for the fiscal year ended  October  31,  1999  ("Annual
Report").  A free copy of the  Prospectus  or Annual  Report can be  obtained by
writing the Transfer Agent at 431 N. Pennsylvania St.,  Indianapolis,  IN 46204,
or by calling 1-877-BUY-GROWX (877-289-4769).

                                TABLE OF CONTENTS

                                                                            PAGE

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

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

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

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

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

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

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

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

CUSTODIAN...................................................................11

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

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

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

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

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



<PAGE>




DESCRIPTION OF THE TRUST AND FUND

 ......GLOBALT  Growth Fund (the "Fund") was organized as a diversified series of
AmeriPrime  Funds (the  "Trust") on October 20,  1995.  The Trust is an open-end
investment  company  established  under  the  laws of Ohio by an  Agreement  and
Declaration  of Trust dated  August 8, 1995 (the "Trust  Agreement").  The Trust
Agreement  permits  the  Trustees  to issue an  unlimited  number  of  shares of
beneficial  interest of separate series without par value.  The Fund is one of a
series of funds currently authorized by the Trustees.

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

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

      As  of  December  31,  1999,  the  following  persons  may  be  deemed  to
beneficially own five percent (5%) or more of the Fund: Glidden Treasurer,  3400
Peachtree Road, NE, Suite 1735, Atlanta,  GA 30326, 9.45%,  Charles Schwab & Co.
("Schwab"), 101 Montgomery Street, San Francisco, CA, 6.36% of the Fund.

      As of December  31,  1999,  the  officers  and  trustees as a group may be
deemed to beneficially own less than one percent (1%) of the Fund.

      For  information  concerning  the purchase and redemption of shares of the
Fund,  see  "How  to Buy  Shares"  and  "How to  Redeem  Shares"  in the  Fund's
Prospectus and this Statement of Additional Information.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

      This  section  contains  a  more  detailed   discussion  of  some  of  the
investments  the  Fund  may make  and  some of the  techniques  it may  use,  as
described in the Prospectus  (see  "Investment  Objectives and  Strategies"  and
"Investment Policies and Techniques and Risk Considerations").

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

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

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

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

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

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

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

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

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

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

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

INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      iv. Short Sales. The Fund will not effect short sales of securities unless
it owns or has the right to obtain  securities  equivalent in kind and amount to
the securities sold short.

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

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

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

THE INVESTMENT ADVISER

      The Fund's investment adviser is GLOBALT, Inc., 3060 Peachtree Road, N.W.,
One Buckhead  Plaza,  Suite 225,  Atlanta,  Georgia  30305.  Samuel Allen may be
deemed to be a  controlling  person of the Adviser due to his  ownership  of its
shares and his position as Chief Executive Officer.

      Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund (including  organizational expenses) except
brokerage,  taxes,  interest,  fees and  expenses of the  non-interested  person
trustees and extraordinary expenses. As compensation for its management services
and  agreement  to pay the Fund's  expenses,  the Fund is  obligated  to pay the
Adviser a fee computed  and accrued  daily and paid monthly at an annual rate of
1.17% of the average daily net assets of the Fund.  The Adviser may waive all or
part of its fee, at any time, and at its sole discretion,  but such action shall
not obligate  the Adviser to waive any fees in the future.  For the fiscal years
ended October 31, 1997 and 1998 and 1999 the Fund paid advisory fees of $62,923,
$122,484 and $183,642 respectively.

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

      The Advisor may make  payments  to banks or other  financial  institutions
that provide shareholder services and administer shareholder accounts. If a bank
or other financial institution were prohibited from continuing to perform all or
a part of such services,  management of the Fund believes that there would be no
material  impact on the Fund or its  shareholders.  Banks  and  other  financial
institutions  may charge their customers fees for offering these services to the
extent permitted by applicable regulatory authorities, and the overall return to
those shareholders  availing  themselves of the bank services will be lower than
to those  shareholders  who do not.  The Fund  may  from  time to time  purchase
securities issued by banks and other financial  institutions  which provide such
services;  however, in selecting investments for the Fund, no preference will be
shown for such securities.


<PAGE>


TRUSTEES AND OFFICERS

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

=====================================================================================
NAME, AGE AND ADDRESS     POSITION          PRINCIPAL OCCUPATIONS DURING PAST 5
                                            YEARS
-------------------------------------------------------------------------------------
<S>                       <C>               <C>
* Kenneth D. Trumpfheller President,        President and Secretary of AmeriPrime
Age:  41                  Secretary and     Financial Services, Inc., the Fund's
1793 Kingswood Drive      Trustee           administrator, and AmeriPrime Financial
Suite 200                                   Securities, Inc., the Fund's
Southlake, Texas  76092                     distributor, since 1994.  Prior to
                                            December,   1994,  a  senior  client
                                            executive    with   SEI    Financial
                                            Services.

-------------------------------------------------------------------------------------
*Robert A. Chopyak        Treasurer and     Manager    of    AmeriPrime    Financial
1793 Kingswood Drive      Chief Financial   Services,      Inc.,      the     Fund's
Suite 200                 Officer           administrator,  from  February  2000  to
Southlake, Texas  76092                     present.  Self-employed,  performing Y2K
Year of Birth:  1968                        testing,  January 1999 to January  2000.
                                            Vice   President  of  Fund   Accounting,
                                            American Data  Services,  Inc., a mutual
                                            fund services  company,  October 1992 to
                                            December 1998.
-------------------------------------------------------------------------------------
Steve L. Cobb             Trustee           President of Chandler Engineering
Age:  42                                    Company, L.L.C. oil and gas services
2001 N. Indianwood Avenue                   company; various positions with Carbo
Broken Arrow, Oklahoma                      Ceramics, Inc., oil field
74012                                       manufacturing/supply company, from 1984
                                            to 1997, most recently Vice President
                                            of Marketing.
-------------------------------------------------------------------------------------
Gary E. Hippenstiel       Trustee           Director, Vice President and Chief
Age:  52                                    Investment Officer of Legacy Trust
600 Jefferson Street,                       Company since 1992; President and
Suite 350                                   Director of Heritage Trust Company from
Houston, TX  77002                          1994 to 1996.
=====================================================================================
</TABLE>

      The  compensation  paid to the Trustees of the Trust for the Fund's fiscal
year ended  October 31, 1999 is set forth in the following  table.  Trustee fees
are Trust expenses and each series of the Trust is responsible  for a portion of
the Trustee fees.  The Adviser  voluntarily  reimbursed  the Fund for the Fund's
share of the Trustee fees paid for the fiscal year ended October 31, 1998.

======================================================
NAME                AGGREGATE       TOTAL COMPENSATION

                    COMPENSATION   FROM TRUST (THE TRUST
                    FROM TRUST     IS NOT IN A FUND COMPLEX)
------------------------------------------------------
Kenneth D.                0                  0
Trumpfheller
------------------------------------------------------
Steve L. Cobb        $16,012.00         $16,012.00
------------------------------------------------------
Gary E. Hippenstiel  $16,012.00         $16,012.00
======================================================

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

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

      Over-the-counter   transactions   will  be  placed  either  directly  with
principal market makers or with  broker-dealers,  if the same or a better price,
including commissions and executions, is available.  Fixed income securities are
normally  purchased  directly from the issuer, an underwriter or a market maker.
Purchases  include a concession  paid by the issuer to the  underwriter  and the
purchase price paid to a market maker may include the spread between the bid and
asked prices.

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

      For the fiscal years ended October 31, 1997,  1998 and 1999, the Fund paid
brokerage commissions of $7,702, $20,472 and $40,441 respectively.

DETERMINATION OF SHARE PRICE

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

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

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

INVESTMENT PERFORMANCE

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

                        P(1+T)n=ERV

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

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

      The  Fund's  investment   performance  will  vary  depending  upon  market
conditions,  the composition of the Fund's  portfolio and operating  expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment  companies or
investment vehicles.  The risks associated with the Fund's investment objective,
policies and techniques  should also be  considered.  At any time in the future,
investment  performance may be higher or lower than past performance,  and there
can be no assurance that any performance will continue.  For the period December
1, 1995 (commencement of operations) through October 31, 1999 and for the fiscal
year ended October 31, 1999,  the Fund's  average annual total return was 23.35%
and 26.67%, respectively.

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

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

CUSTODIAN

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


<PAGE>


TRANSFER AGENT

      As of July 1, 1998, Unified Fund Services,  Inc., 431 N. Pennsylvania St.,
Indianapolis,  IN 46204  ("Unified"),  acts as the Fund's transfer agent and, in
such  capacity,  maintains the records of each  shareholder's  account,  answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of the Fund's shares,  acts as dividend and distribution  disbursing
agent and performs  other  shareholder  service  functions.  For its services as
transfer  agent,  Unified  receives a monthly  fee from the Advisor of $1.20 per
shareholder  (subject to a minimum  monthly fee of $750).  In addition,  Unified
provides the Fund with fund accounting services,  which includes certain monthly
reports,  record-keeping and other management-related services. For its services
as fund  accountant,  Unified  receives an annual fee from the Advisor  equal to
0.0275%  of the  Fund's  assets up to $100  million,  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 fiscal year ended October
31, 1999,  Unified received  $19,314,  from the Adviser (not the Fund) for these
fund accounting  services.  Unified began providing  accounting  services to the
Fund on November 1, 1998.

ACCOUNTANTS

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

DISTRIBUTOR

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

ADMINISTRATOR

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

FINANCIAL STATEMENTS

      The financial  statements and independent  auditor's report required to be
included in the Statement of Additional  Information are incorporated  herein by
reference to the Trust's Annual Report to Shareholders for the fiscal year ended
October 31, 1999.  The Trust will provide the Annual  Report  without  charge by
calling the Fund at 1-877-289-4769.


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