AMERIPRIME FUNDS
485BPOS, 2000-08-01
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                       SECURITIES AND EXCHANGE COMMISSION

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 /  /
                                                                        --


      Pre-Effective Amendment No. -------                               /  /
                                                                         --
      Post-Effective Amendment No.    43
                                   ------                               /X/


                                       and/or

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


      Amendment No.   42
                    ------                                              /X/


                          (Check appropriate box or boxes.)

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

                (Address of Principal Executive Offices) Zip Code

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

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

Approximate Date of Proposed Public Offering:
                                               -----------------------

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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




<PAGE>


                          COLUMBIA PARTNERS EQUITY FUND

                                   PROSPECTUS


                                 AUGUST 1, 2000


INVESTMENT OBJECTIVE:
Long term capital growth




1775 Pennsylvania Ave, N.W.
Washington, D.C. 20006
(888) 696-2733




















THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE


RISK/RETURN SUMMARY  ........................................................1

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

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

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

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

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

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

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

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












<PAGE>





RISK/RETURN SUMMARY


INVESTMENT OBJECTIVE

    The investment  objective of the Columbia Partners Equity Fund is to provide
long term growth for its shareholders.

PRINCIPAL STRATEGIES

      The Fund  invests  primarily in common  stocks of small,  medium and large
 capitalization  U.S.  companies.  The advisor  selects  stocks that it believes
 offer strong  growth  prospects  and are  reasonably  valued.  The advisor uses
 computer  analysis and  fundamental  research to select stocks that have all or
 some of the following characteristics:

o strong earnings growth
o improving  analysts'  expectations  for future  earnings  growth
o reasonable price/earnings  ratios relative to their historic ranges
o improving stock price performance and momentum.

      The Fund will invest at least 65% of its net assets in common stock. While
 it is anticipated  that the Fund will diversify its investments  across a range
 of industry sectors,  certain sectors are likely to be overweighted compared to
 others  because  the Fund's  advisor  seeks the best  investment  opportunities
 regardless of sector.  The Fund may, for example,  be  overweighted at times in
 the technology  sector.  The sectors in which the Fund may be overweighted will
 vary at different points in the economic cycle.

    The Fund may sell a  security  if the  advisor's  price  objective  has been
realized or if the fundamental  analysis indicates that the company's  prospects
for growth have deteriorated.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o    MANAGEMENT  RISK.  The advisor's  strategy may fail to produce the intended
     results.

o    SMALLER   COMPANY   RISK.  To  the  extent  the  Fund  invests  in  smaller
     capitalization  companies,  the Fund will be subject to  additional  risks.
     These include:  o The earnings and prospects of smaller  companies are more
     volatile than larger companies.

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

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

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

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

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


o  SECTOR RISK. If the Fund's portfolio is overweighted in a certain sector, any
   negative development  affecting that sector will have a greater impact on the
   Fund than a fund that is not overweighted in that sector. The Fund may have a
   greater concentration in technology and/or  telecommunications  companies and
   weakness in either  sector  could result in  significant  losses to the Fund.
   Technology and telecommunications  companies may be significantly affected by
   falling prices and profits and intense competition, and their products may be
   subject to rapid obsolescence.  The  telecommunications  sector is subject to
   changing government  regulations that may limit profits and restrict services
   offered.





<PAGE>


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

o  TURNOVER RISK.  The Fund may at times have a portfolio  turnover rate that is
   higher than other stock  funds.  Higher  portfolio  turnover  would result in
   correspondingly  greater brokerage  commission expenses (which will lower the
   Fund's total return) and may result in the  distribution  to  shareholders of
   additional capital gains for tax purposes.

o  An  investment in the Fund is not a deposit of any bank and is not insured or
   guaranteed  by  the  Federal  Deposit  Insurance  Corporation  or  any  other
   government agency.

o  The  Fund is not a  complete  investment  program.  As with any  mutual  fund
   investment, the Fund's returns will vary and you could lose money.

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o    Long-term investors seeking a fund with a growth investment strategy
o    Investors  who  can  tolerate  the  risks   associated  with  common  stock
     investments,  and the greater  risks of focusing on certain  sectors of the
     economy
o    Investors  willing to accept  the  greater  market  price  fluctuations  of
     smaller companies

GENERAL

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

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

HOW THE FUND HAS PERFORMED

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


<PAGE>






                   FEES AND EXPENSES OF INVESTING IN THE FUND

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

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


ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)
Management Fees..........................................................1.20%
Distribution (12b-1) Fees.................................................NONE
Other Expenses .....................................................     0.02%
Total Annual Fund Operating Expenses ...............................     1.22%

Expense Reimbursement1...................................................0.02%
NET EXPENSES (after expense reimbursement)...............................1.20%

1The  Fund's advisor has contractually agreed to permanently  reimburse fees and
      expenses of the  trustees who are not  "interested  persons" as defined in
      the Investment Company Act to maintain the Fund's total operating expenses
      at 1.20% of net assets.



Example:

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


            1 YEAR           3 YEARS               5 YEARS      10 YEARS
             $123              $383                 $663        $1,461


                                HOW TO BUY SHARES

      The minimum initial investment in the Fund is $5,000 ($2,000 for qualified
retirement  plans) and minimum  subsequent  investments are $500. These minimums
may  be  waived  by the  advisor  for  accounts  participating  in an  automatic
investment  program.  If your  investment is aggregated  into an omnibus account
established by an investment advisor, broker or other intermediary,  the account
minimums apply to the omnibus account, not to your individual investment. If you
purchase or redeem shares through a broker/dealer or another  intermediary,  you
may be charged a fee by that intermediary.

INITIAL PURCHASE

    BY MAIL-  To be in proper form, your initial purchase request must include:
o     a completed and signed investment application form (which accompanies this
           Prospectus); and

o     a check (subject to the minimum amounts) made payable to the Fund.

      Mail the application and check to:

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

      BY WIRE- You may also purchase  shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. To wire money, you must
call Unified Fund Services,  Inc. the Fund's transfer agent at (888) 696-2733 to
set up your account and obtain an account number. You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:

      Firstar Bank, N.A.
      ABA #0420-0001-3
      Attn: Columbia Partners Equity Fund
      Account Name  _________________(write in shareholder name)
      For the Account # ______________(write in account number)
      D.D.A.#823257860

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

ADDITIONAL INVESTMENTS

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

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

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

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

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

OTHER PURCHASE INFORMATION

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

                              HOW TO REDEEM SHARES

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

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

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

      Requests  to sell  shares  are  processed  at the  net  asset  value  next
calculated  after we receive  your order in proper  form.  To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name,  account number,  account  name(s),  the address,  and the dollar
amount or number of shares you wish to redeem.  This  request  must be signed by
all registered  share owner(s) in the exact name(s) and any special  capacity in
which they are registered. The Fund may require that signatures be guaranteed by
a bank or member firm of a national securities  exchange.  Signature  guarantees
are for the  protection of  shareholders.  At the  discretion of the Fund or the
Fund's  transfer agent, a shareholder,  prior to redemption,  may be required to
furnish additional legal documents to insure proper authorization.

      BY  TELEPHONE  - You may  redeem  any part of your  account in the Fund by
calling the Fund's transfer agent at (888) 696-2733. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

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

            ADDITIONAL  INFORMATION - If you are not certain of the requirements
for a  redemption  please  call the  Fund's  transfer  agent at (888)  696-2733.
Redemptions specifying a certain date or share price cannot be accepted and will
be returned. You will be mailed the proceeds on or before the fifth business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing,  or under any emergency  circumstances (as
determined  by the  Securities  and  Exchange  Commission)  the Fund may suspend
redemptions or postpone payment dates.

      Because the Fund incurs  certain  fixed costs in  maintaining  shareholder
accounts,  the Fund may  require you to redeem all of your shares in the Fund on
30 days'  written  notice if the  value of your  shares in the Fund is less than
$5,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An  involuntary  redemption  constitutes  a sale.  You should
consult  your  tax  advisor  concerning  the  tax  consequences  of  involuntary
redemptions.  You may  increase  the  value  of your  shares  in the Fund to the
minimum amount within the 30-day  period.  Your shares are subject to redemption
at any time if the Board of  Trustees  determines  in its sole  discretion  that
failure to so redeem may have materially  adverse  consequences to all or any of
the shareholders of the Fund.

                        DETERMINATION OF NET ASSET VALUE

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

      The Fund's  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued by the Fund's
advisor at their fair  value,  according  to  procedures  approved by the Fund's
board of trustees.

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

                      DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

                             MANAGEMENT OF THE FUND

      Columbia Partners,  L.L.C., Investment Management,  1775 Pennsylvania Ave.
N.W.,  Washington,  D.C.  20006 serves as investment  advisor to the Fund. As of
December 31, 1999 the advisor  manages $2.5 billion in assets for pension funds,
endowment funds and individuals in large, medium and small capitalization equity
portfolios and fixed income and balanced  portfolios.  The advisor was organized
in 1995 and  currently  has a staff of 25 with  average  experience  of 18 years
among the investment professionals.

      The day-to-day  management of the Fund will be directed by a team of three
senior  professionals:  Robert A. von Pentz,  Managing Partner;  Gary Dickinson,
CFA, Principal; and Rhys H. Williams, CFA, Principal.


      Mr.  von Pentz has  oversight  responsibility  for all  equity  investment
activities at the advisor and has primary  responsibility  for the management of
the  firm's  large  and mid  capitalization  portfolios.  Prior to  forming  the
advisor,  Mr.  Von Pentz  was  chairman  of the  board and the chief  investment
officer at Riggs Investment  Management  Company (RIMCO) in Washington.  Mr. von
Pentz has a BA in economics and an MBA from the University of New Mexico.


      Mr.  Dickinson has been  responsible  for equity  research and  management
since joining the advisor in 1995. Prior to that time, he was a research analyst
at Riggs Investment  Management Company. He has a BS in business  administration
(summa cum laude) from Georgetown University.


      Mr. Williams also has responsibility for equity research and management at
the  advisor  and  primary  responsibility  for the firm's  hedge fund and small
capitalization  portfolios.  From 1990 to 1997,  Mr.  Williams  was Senior  Vice
President  at  Prudential  Securities,  where,  among his  responsibilities,  he
managed  small  and  medium  capitalization  portfolios.  He has a BA from  Duke
University  (magna  cum laude) and a MA in  international  economics  from Johns
Hopkins University.


      The Fund is  authorized  to pay the  advisor  a fee  equal to 1.20% of its
average daily net assets.  The advisor pays all of the operating expenses of the
Fund except  brokerage,  taxes,  interest,  fees and expenses of  non-interested
person trustees and extraordinary  expenses.  In this regard, 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. The
advisor (not the Fund) may pay certain financial institutions (which may include
banks, brokers,  securities dealers and other industry  professionals) a fee for
providing   distribution   related   services  and/or  for  performing   certain
administrative  servicing  functions for Fund  shareholders  to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.

                              FINANCIAL HIGHLIGHTS


      The following condensed  supplementary  financial information for the year
ended March 31, 2000 is derived  from the audited  financial  statements  of the
Fund.  The  financial  statements  of the Fund have been  audited  by  McCurdy &
Associates CPA's, Inc., independent public accountants,  and are included in the
Fund's  Annual  Report.  The  Annual  Report  contains  additional   performance
information and is available upon request and without charge.

SELECTED PER SHARE DATA

Net asset value, beginning of period                                $10.00
                                                                 ------------

Income from investment operations
   Net investment loss                                              (0.04)
   Net realized and unrealized gain                                  7.59
                                                                 ------------
Total from investment operations                                     7.55
                                                                 ------------
Less Distributions
   From net investment income                                        0.00
   From net realized gain                                           (0.39)
                                                                 ------------
Total distributions                                                 (0.39)
                                                                 ------------
Net asset value, end of period                                      $17.16
                                                                 ============

 TOTAL RETURN                                                        76.56%


RATIOS AND SUPPLEMENTAL DATA


Net assets, end of period (000)                                   $ 24,040

Ratio of expenses  to average net assets                             1.20%
Ratio of expenses to average net assets
  before  reimbursement                                              1.22%
Ratio of net  investment  income  (loss) to
  average net assets                                                (0.31)%
Ratio of net investment  income (loss) to
  average net assets before reimbursement                           (0.34)%
Portfolio turnover rate                                             215.08%





<PAGE>




                              FOR MORE INFORMATION

    Several  additional  sources  of  information  are  available  to  you.  The
Statement of Additional Information (SAI),  incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual  reports contain  management's  discussion of market conditions,
investment   strategies  and  performance   results  as  of  the  Fund's  latest
semi-annual or annual fiscal year end.


      Call the Fund at  888-696-2733  to request  free copies of the SAI and the
Fund's annual and semi-annual  reports,  to request other  information about the
Fund and to make shareholder inquiries.


      You may review and copy information  about the Fund (including the SAI and
other reports) at the Securities and Exchange  Commission (SEC) Public Reference
Room in  Washington,  D.C.  Call the SEC at  1-202-942-8090  for room  hours and
operation.  You may also obtain reports and other  information about the Fund on
the EDGAR Database on the SEC's Internet site at http.//www.sec.gov,  and copies
of this  information  may be  obtained,  after  paying  a  duplicating  fee,  by
electronic  request at the following e-mail address:  [email protected],  or by
writing  the  SEC's  Public  Reference  Section  of the  SEC,  Washington,  D.C.
20549-0102.

Investment Company Act #811-9096





<PAGE>




                          COLUMBIA PARTNERS EQUITY FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                 August 1, 2000

      This Statement of Additional  Information ("SAI") is not a prospectus.  It
should be read in conjunction  with the Prospectus of Columbia  Partners  Equity
Fund dated August 1, 2000. This SAI  incorporates by reference the Fund's Annual
Report to Shareholders for the period ended March 31, 2000 ("Annual Report").  A
free copy of the  Prospectus  or Annual  Report can be  obtained  by writing the
Transfer Agent at 431 N.  Pennsylvania  Street,  Indianapolis,  IN 46204,  or by
calling 1-888-696-2733.


TABLE OF CONTENTS                                                       PAGE

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

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

INVESTMENT LIMITATIONS.......................................................7

THE INVESTMENT ADVISOR.......................................................9

TRUSTEES AND OFFICERS.......................................................10

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

DETERMINATION OF SHARE PRICE................................................12

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

CUSTODIAN...................................................................13


TRANSFER AGENT and FUND ACCOUNTING..........................................13


ACCOUNTANTS.................................................................14

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

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

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



<PAGE>


DESCRIPTION OF THE TRUST AND FUND

      Columbia  Partners Equity Fund (the "Fund") was organized as a diversified
series of AmeriPrime  Funds (the  "Trust") on February 2, 1999.  The Trust is an
open-end  investment company  established under the laws of Ohio by an Agreement
and Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust
Agreement  permits  the  Trustees  to issue an  unlimited  number  of  shares of
beneficial  interest of separate series without par value.  The Fund is one of a
series of funds currently authorized by the Trustees.


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


      Any  Trustee  of the  Trust  may be  removed  by vote of the  shareholders
holding not less than  two-thirds of the  outstanding  shares of the Trust.  The
Trust  does not  hold an  annual  meeting  of  shareholders.  When  matters  are
submitted to shareholders  for a vote, each  shareholder is entitled to one vote
for each whole share he owns and fractional votes for fractional shares he owns.
All shares of the Fund have equal  voting  rights and  liquidation  rights.  The
Declaration  of Trust can be amended by the Trustees,  except that any amendment
that  adversely  affects  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 July 14, 2000, the following  persons may be deemed to  beneficially
own or hold of record five  percent  (5%) or more of the Fund:  Michael F. Horn,
Sr., 4667 Kenmore Drive, NW, Washington,  DC 20007,  17.03%;  Gerald SJ Cassidy,
700 13th Street, NW, #400, Washington, DC 20005, 11.82%; and Landon Butler, Jr.,
700 13th Street, NW, Suite 1150, Washington, DC 20005, 5.98%.

      As of July 14, 2000,  the officers and trustees as a group owned less than
one percent of the Fund.


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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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


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


      Equity  securities  include S&P  Depositary  Receipts  ("SPDRs") and other
similar instruments. SPDRs are shares of a publicly traded unit investment trust
which owns the stock included in the S&P 500 Index,  and changes in the price of
the  SPDRs  track  the  movement  of  the  Index  relatively  closely.   Similar
instruments may track the movement of other stock indexes.

      The  Fund  may  invest  up to 20% of its  net  assets  in  foreign  equity
securities  by  purchasing   American   Depositary  Receipts  (ADRs).  ADRs  are
certificates  evidencing  ownership of shares of a foreign-based  issuer held in
trust by a bank or similar financial  institution.  They are alternatives to the
direct  purchase of the  underlying  securities  in their  national  markets and
currencies.  To the extent that the Fund does invest in ADRs,  such  investments
may be subject to special  risks.  For  example,  there may be less  information
publicly  available  about a foreign  company  than  about a U.S.  company,  and
foreign  companies  are  not  generally  subject  to  accounting,  auditing  and
financial  reporting  standards  and  practices  comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the  administrations  or economic and monetary policies of foreign  governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets,  less government  supervision of exchanges,  brokers
and  issuers,  difficulty  in  enforcing  contractual  obligations,   delays  in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.

      Investments in equity  securities are subject to inherent market risks and
fluctuations  in value due to earnings,  economic  conditions  and other factors
beyond the control of the advisor.  As a result,  the return and net asset value
of the Fund will fluctuate.  Securities in the Fund's  portfolio may decrease in
value or not increase as much as the market as a whole. Although profits in some
Fund holdings may be realized quickly,  it is not expected that most investments
will appreciate rapidly.

      At times,  a small  portion of the Fund may be invested in companies  with
short  operating  histories  ("new  issuers")  and in initial  public  offerings
("IPOs"), and such investments could be considered speculative.  New issuers are
relatively  unseasoned  and may lack  sufficient  resources,  may be  unable  to
generate  internally  the  funds  necessary  for  growth  and may find  external
financing to be unavailable on favorable terms or even totally unavailable.  New
issuers will often be involved in the  development or marketing of a new product
with no  established  market,  which could lead to  significant  losses.  To the
extent the Fund invests in smaller capitalization  companies, the Fund will also
be subject to the risks associated with such companies.  Smaller  capitalization
companies, IPOs and new issuers may experience lower trading volumes than larger
capitalization, established companies and may experience higher growth rates and
higher   failure   rates   than   larger   capitalization   companies.   Smaller
capitalization  companies,  IPOs and new issuers also may have  limited  product
lines, markets or financial resources and may lack management depth.

      The Fund may  invest  up to 20% of its  assets in real  estate  investment
trusts  ("REITs").  A REIT is a  corporation  or  business  trust  that  invests
substantially  all of its assets in interests  in real estate.  Equity REITs are
those which purchase or lease land and buildings and generate  income  primarily
from rental income. Equity REITs may also realize capital gains (or losses) when
selling property that has appreciated (or depreciated) in value.  Mortgage REITs
are those which invest in real estate  mortgages and generate  income  primarily
from interest payments on mortgage loans.  Hybrid REITs generally invest in both
real property and mortgages.  In addition,  REITs are generally subject to risks
associated  with direct  ownership  of real  estate,  such as  decreases in real
estate values or  fluctuations  in rental income caused by a variety of factors,
including  increases in interest  rates,  increases in property  taxes and other
operating  costs,  casualty  or  condemnation  losses,   possible  environmental
liabilities  and changes in supply and demand for properties.  Risks  associated
with REIT  investments  include  the fact that  equity  and  mortgage  REITs are
dependent  upon  specialized  management  skills and are not fully  diversified.
These  characteristics  subject REITs to the risks  associated  with financing a
limited number of projects. They are also subject to heavy cash flow dependency,
defaults by borrowers, and self-liquidation.  Additionally,  equity REITs may be
affected by any  changes in the value of the  underlying  property  owned by the
trusts,  and  mortgage  REITs  may be  affected  by the  quality  of any  credit
extended.


      B. Fixed Income Securities.  Although the Fund intends to invest primarily
in U.S.  common  stocks,  the  advisor  reserves  the right,  during  periods of
unusually high interest rates or unusual market  conditions,  to invest in fixed
income  securities for  preservation  of capital,  total return and capital gain
purposes,  if the  advisor  believes  that such a position  would best serve the
Fund's  investment  objective.  Fixed income  securities  include 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.


            CORPORATE DEBT  SECURITIES - Corporate debt  securities are long and
short term debt  obligations  issued by companies  (such as publicly  issued and
privately  placed bonds,  notes and  commercial  paper).  The advisor  considers
corporate  debt  securities to be of investment  grade quality if they are rated
BBB or higher by  Standard  & Poor's  Corporation,  or Baa or higher by  Moody's
Investors  Services,  Inc.,  or if unrated,  determined  by the advisor to be of
comparable quality.  Investment grade debt securities generally have adequate to
strong protection of principal and interest  payments.  In the lower end of this
category,  credit quality may be more susceptible to potential future changes in
circumstances and the securities have speculative elements.

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


      C. Convertible  Securities.  A convertible security is a bond,  debenture,
preferred  stock or other security that may be converted into or exchanged for a
prescribed amount of common stock. The Fund may invest up to 5% of its assets in
convertible  securities  rated BBB or higher by  Standard  & Poor's  Corporation
("S&P") or by Moody's  Investors  Services,  Inc.  ("Moody's"),  or if  unrated,
determined by the advisor to be of comparable quality. Generally, investments in
securities  in the lower rating  categories  provide  higher  yields but involve
greater  volatility  of price and risk of loss of principal  and  interest  than
investments in securities with higher ratings.  Securities  rated lower than Baa
by Moody's or BBB by S&P are considered speculative.  In addition, lower ratings
reflect a greater  possibility of an adverse change in the financial  conditions
affecting  the ability of the issuer to make payments of principal and interest.
The market  price of lower  rated  securities  generally  responds to short term
corporate  and  market  developments  to a  greater  extent  than  higher  rated
securities  which  react  primarily  to  fluctuations  in the  general  level of
interest  rates.  Lower rated  securities  will also be affected by the market's
perception of their credit quality and the outlook for economic growth.

      In the past,  economic  downturns  or an increase  in interest  rates have
under certain  circumstances caused a higher incidence of default by the issuers
of  these  securities  and may do so in the  future,  especially  in the case of
highly leveraged issuers.


      The  prices  for these  securities  may be  affected  by  legislative  and
regulatory developments. For example, new federal rules require that savings and
loan associations gradually reduce their holdings of high-yield  securities.  An
effect  of such  legislation  may be to  significantly  depress  the  prices  of
outstanding lower rated securities. The market for lower rated securities may be
less  liquid  than the market  for higher  rated  securities.  Furthermore,  the
liquidity of lower rated  securities may be affected by the market's  perception
of their credit quality. Therefore, judgment may at times play a greater role in
valuing these  securities  than in the case of higher rated  securities,  and it
also may be more  difficult  during certain  adverse  market  conditions to sell
lower rated  securities  at their fair value to meet  redemption  requests or to
respond to changes in the market.


      If the  rating of a  security  by S&P or Moody's  drops  below  investment
grade,  the  advisor  will  dispose  of the  security  as  soon  as  practicable
(depending on market  conditions) unless the advisor determines based on its own
credit analysis that the security provides the opportunity of meeting the Fund's
objective without presenting  excessive risk. The  Advisoradvisor  will consider
all factors which it deems appropriate,  including ratings, in making investment
decisions  for the Fund and will  attempt to minimize  investment  risk  through
conditions and trends.  While the advisor may refer to ratings, it does not rely
exclusively  on ratings,  but makes its own  independent  and ongoing  review of
credit quality.

      D. Option  Transactions.  The Fund may write  covered  call  options,  and
purchase  put or call  options,  on stocks,  bonds,  and stock and bond  indices
listed on domestic and foreign stock exchanges,  in lieu of direct investment in
the underlying securities or for hedging purposes. 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. Call options on securities which the Fund sells (writes) will be covered
or secured,  which means that it will own the  underlying  security;  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  Custodiancustodian  of
high quality  liquid debt  obligations  equal to the market value of the option,
marked to market daily).  When the Fund writes call 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
call  option on a stock  index,  it will  assume  the risk that the price of the
index will rise above the exercise price, in which case the Fund may be required
to enter into a closing transaction at a loss.


      E.  Repurchase  Agreements.  The Fund may invest in repurchase  agreements
fully  collateralized by obligations of the U.S. Government and its agencies.  A
repurchase  agreement is a short-term  investment in which the purchaser  (i.e.,
the Fund) acquires  ownership of a U.S.  Government or agency  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 Firstar Bank, N.A. (the Fund's custodian), other banks with
assets of $1 billion or more and registered securities dealers determined by the
advisor  (subject to review by the Board of  Trustees) to be  creditworthy.  The
advisor monitors the  creditworthiness  of the banks and securities dealers with
which the Fund engages in repurchase transactions.


INVESTMENT LIMITATIONS

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

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

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

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

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

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

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


<PAGE>


      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 generally borrow only for liquidity purposes.
The Fund will not purchase  any security  while  borrowings  (including  reverse
repurchase  agreements)  representing  more  than  5% of its  total  assets  are
outstanding. The Fund will not enter into reverse repurchase agreements.

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

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

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

      vi. Restricted/Illiquid  Securities. The Fund will not purchase restricted
or illiquid securities.



<PAGE>


THE INVESTMENT ADVISOR


      The Fund's investment advisor is Columbia Partners,  L.L.C.,  Investment
Management,  1775  Pennsylvania  Avenue,  N.W.,  Washington,  D.C.  20006 (the
"Advisor").  Galway Capital Management,  L.L.C., 700 13th Street,  N.W., Suite
1169,  Washington,  D.C. 20005,  ("Galway") may be deemed to be a "controlling
person"  of  the  Advisor  due to  its  share  of  ownership  of the  Advisor.
However,  as Galway is a venture  capital  firm,  the Advisor does not believe
itself to be controlled by Galway.

      Under the terms of the management agreement (the "Agreement"), the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of the non-interested  person trustees and extraordinary  expenses.  As
compensation  for its  management  services  and  agreement  to pay  the  Fund's
expenses,  the Fund is  obligated  to pay the Advisor a fee computed and accrued
daily and paid  monthly  at an  annual  rate of 1.20% of the  average  daily net
assets of the Fund.  The  Advisor may waive all or part of its fee, at any time,
and at its sole  discretion,  but such action  shall not obligate the Advisor to
waive any fees in the future. For the fiscal year ended March 31, 2000, the Fund
paid advisory fees of 133,984.


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

      The Advisor may make  payments  to banks or other  financial  institutions
that provide shareholder services and administer shareholder accounts. If a bank
or other financial institution were prohibited from continuing to perform all or
a part of such services,  management of the 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.


      The Trust and the Advisor  have each  adopted a Code of Ethics  under Rule
17j-1 of the Investment  Company Act of 1940. The Code  significantly  restricts
the personal  investing  activities  of all  employees of the Advisor.  The Code
requires  that all  employees of the Advisor  preclear  any personal  securities
investment.  The preclearance requirement and associated procedures are designed
to identify any substantive prohibition or limitation applicable to the proposed
investment.  In addition, no employee may purchase or sell any security which at
the time is being  purchased  or sold,  or to the  knowledge  of the employee is
being considered for purchase or sale, by the Fund. The substantive restrictions
also include a ban on acquiring any securities in an initial public offering and
provides for trading  "blackout  periods"  which  prohibit  trading by portfolio
managers  of the Fund  within  periods  of  trading  by the Fund in the same (or
equivalent) security. The restrictions and prohibitions apply to most securities
transactions  by  employees of the Advisor,  with  limited  exceptions  for some
securities  (such as securities  that have a market  capitalization  and average
daily trading volume above certain minimums).



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


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

*Robert A. Chopyak       Treasurer   Manager  of  AmeriPrime   Financial   Services,
1793 Kingswood Drive     and Chief   Inc., the Fund's  administrator,  from February
Suite 200                Financial   2000  to  present.  Self-employed,   performing
Southlake, Texas  76092  Officer     Y2K  testing,  January  1999 to  January  2000.
Year of Birth:  1968                 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  Company,
2001    N.    Indianwood             L.L.C.,  oil and gas services company;  various
Avenue                               positions with Carbo Ceramics,  Inc., oil field
Broken Arrow, OK  74012              manufacturing/supply   company,  from  1984  to
Year of Birth:  1957                 1997,   most   recently   Vice   President   of
                                     Marketing.
-------------------------------------------------------------------------------------
Gary E. Hippenstiel      Trustee     Director,  Vice President and Chief  Investment
600 Jefferson Street                 Officer of Legacy  Trust  Company  since  1992;
Suite 350                            President   and  Director  of  Heritage   Trust
Houston, TX  77002                   Company  from  1994-1996;  Vice  President  and
Year of Birth:  1947                 Manager of  Investments of Kanaly Trust Company
                                     from 1988 to 1992.
=====================================================================================
</TABLE>


* This  person may be deemed an  "interested  person" of the Trust as defined in
the Investment Company Act of 1940.

      The  compensation  paid to the Trustees of the Trust for the Fund's fiscal
year ended March 31, 2000 is as set forth in the following  table.  Trustee fees
are Trust  expenses  and each  series of the Trust pays a portion of the Trustee
fees.


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

                         AGGREGATE        TOTAL COMPENSATION
                         COMPENSATION     FROM  TRUST (THE TRUST
NAME                     FROM TRUST       IS
                                          NOT IN A FUND COMPLEX)

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


Steve L. Cobb                $________           $________

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

Gary E. Hippenstiel          $________           $________

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

PORTFOLIO TRANSACTIONS AND BROKERAGE


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


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


      Research services include supplemental  research,  securities and economic
analyses,  statistical services and information with respect to the availability
of securities  or  purchasers  or sellers of securities  and analyses of reports
concerning  performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects  securities  transactions may
also  be  used by the  Advisor  in  servicing  all of its  accounts.  Similarly,
research and  information  provided by brokers or dealers  serving other clients
may be  useful to the  Advisor  in  connection  with its  services  to the Fund.
Although  research services and other information are useful to the Fund and the
Advisor,  it is not  possible to place a dollar  value on the research and other
information received. It is the opinion of the Board of Trustees and the Advisor
that the review and study of the research and other  information will not reduce
the overall cost to the Advisor of  performing  its duties to the Fund under the
Agreement.  "Due to research services provided by brokers, the Columbia Partners
Equity Fund directed to brokers $11,499,457 of brokerage  transactions (on which
commissions were $10,468) during the fiscal period ended March 31, 2000."


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

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


      For the  fiscal  year  ended  March  31,  2000,  the Fund  paid  brokerage
commissions of $32,049.


DETERMINATION OF SHARE PRICE


      The price (net asset value) of the shares of the Fund is  determined as of
4:00 p.m.,  Eastern  time on each day the Trust is open for  business and on any
other day on which  there is  sufficient  trading  in the Fund's  securities  to
materially  affect the net asset value.  The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King 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  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 Fund's 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 Fund's  adviser,advisor,  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 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 Fund's  adviser,advisor,  subject to review of the Board of
Trustees.  Short term investments in fixed income  securities with maturities of
less than 60 days when  acquired,  or which  subsequently  are within 60 days of
maturity, are valued by using the amortized cost method of valuation,  which the
Board has determined will represent fair value.


INVESTMENT PERFORMANCE

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

                                   P(1+T)n=ERV

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

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


      The  Fund's  investment   performance  will  vary  depending  upon  market
conditions,  the composition of the Fund's  portfolio and operating  expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment  companies or
investment vehicles.  The risks associated with the Fund's investment objective,
policies and techniques  should also be  considered.  At any time in the future,
investment  performance may be higher or lower than past performance,  and there
can be no assurance  that any  performance  will  continue.  For the fiscal year
ended March 31, 2000, the Fund's average annual total return was 76.11%.


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

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

CUSTODIAN

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


TRANSFER AGENT and FUND ACCOUNTING


      Unified Fund Services,  Inc.  ("Unified"),  431 North Pennsylvania Street,
Indianapolis,  Indiana  46204,  acts as the Fund's  transfer  agent and, in such
capacity,   maintains  the  records  of  each  shareholder's  account,   answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of the Fund's shares,  acts as dividend and distribution  disbursing
agent and performs other transfer agency and shareholder service functions.  For
its services as transfer agent,  Unified receives a monthly fee from the Advisor
of $1.20 per  shareholder  (subject to a minimum  monthly fee of $750).  For the
fiscal year ended March 31, 2000,  Unified received a fee of $15,790.00 from the
Advisor  (not the  Fund) for  transfer  agent  services.  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,  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 March 31,
2000,  Unified  received  $15,600 from the Advisor (not the Fund) for these fund
accounting services.



<PAGE>



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  March 31,  2001.  McCurdy  &  Associates
performs  an  annual  audit of the  Funds'  financial  statements  and  provides
financial, tax and accounting consulting services as requested.


DISTRIBUTOR

      AmeriPrime Financial  Securities,  Inc. (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 year ended March
31, 2000, the Administrator received $30,000 from the Advisor (not the Fund) for
these services.


FINANCIAL STATEMENTS


      The financial  statements and independent  auditor's report required to be
included in the Statement of Additional  Information are incorporated  herein by
reference to the Trust's Annual Report to Shareholders for the fiscal year ended
March 31,  2000.  The Trust will  provide the Annual  Report  without  charge by
calling the Fund at 1-888-696-2733.





<PAGE>

                      THE MARTIN CAPITAL OPPORTUNITY FUNDS

                                   PROSPECTUS


                                 AUGUST 1, 2000


Martin Capital Austin Opportunity Fund
Martin Capital Texas Opportunity Fund
Martin Capital U.S. Opportunity Fund

Investment Objective:  long-term capital appreciation.




816 Congress Avenue
Suite 1540
Austin, Texas 78701


For Information, Shareholder Services and Requests:
Toll Free               1-888-336-9757

















THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE


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

FEES AND EXPENSES OF INVESTING IN THE FUNDS................................. 7

HOW TO BUY SHARES........................................................... 8

HOW TO REDEEM SHARES........................................................ 10

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

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

MANAGEMENT OF THE FUNDS....................................................  12

FINANCIAL HIGHLIGHTS......................................................   14

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


















<PAGE>



                               RISK/RETURN SUMMARY


INVESTMENT OBJECTIVE

    The investment  objective of each Martin  Capital Fund is long-term  capital
appreciation.

PRINCIPAL STRATEGIES COMMON TO THE FUNDS

      The Funds  invest  primarily  in common  stocks  that the  Funds'  advisor
believes offer superior growth  potential.  After screening for stocks that meet
certain  performance  criteria,  the advisor uses a variety of quantitative  and
qualitative strategies to analyze the growth prospects of each company, focusing
on the company's:

o     management strength, based on long-term strategic vision and
      operational effectiveness,
o     potential for product or service growth, and
o     technical and economic cycle considerations.

As the Funds will primarily  invest in  growth-oriented  stocks,  it is expected
that each Fund will generate its returns  primarily  from capital  appreciation.
Current income is also expected, but will be incidental.  The advisor's security
selection process for each Fund will attempt to reflect the  diversification  of
the Fund's  designated  economic  market;  however the advisor may adjust sector
representation  based upon the  sector's  performance  outlook  and may at times
focus on one or more sectors (such as the technology sector).

      Each  Fund may sell a stock if the  advisor  believes  that the long  term
growth prospectus for the company are no longer favorable, based on such factors
as changes in  management  or changes in the  potential  for  product or service
growth.

PRINCIPAL  STRATEGIES  OF  THE  AUSTIN  OPPORTUNITY  FUND  In  addition  to  the
strategies described above under "Principal Strategies Common to the Funds," the
Fund's advisor  primarily  selects  common stocks of companies with  significant
operations  in the city of  Austin,  Texas  (defined  as the  Austin-San  Marcos
Metropolitan  Statistical Area, which includes Bastrop,  Caldwell,  Hays, Travis
and Williamson counties in the State of Texas). Under normal  circumstances,  at
least 65% of the Fund's assets will be invested in common stock of companies:

o  headquartered in Austin, or
o  that  rank  among the 25  largest  publicly  held  employers  in  Austin  (as
   determined by the Austin Chamber of Commerce).

The advisor  believes that a significant  portion of the Fund may be invested in
smaller capitalization companies.


    PRINCIPAL RISKS OF INVESTING IN THE AUSTIN  OPPORTUNITY  FUND In addition to
   the risks described below, the Austin  Opportunity Fund is subject to various
   principal  risks that are common to all of the Martin  Capital  Funds.  These
   common  risks  include   management   risk,   company   risk,   market  risk,
   non-diversification risk and sector risk, which are described on page 5.


o     SMALLER COMPANY RISK. The advisor  believes that a significant  portion of
      the Austin  Opportunity  Fund will be invested  in smaller  capitalization
      companies, which may include new issues. To the extent the Fund invests in
      smaller capitalization  companies,  the Fund will be subject to additional
      risks. These include:

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

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

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

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

o     NEW ISSUES RISK.  The advisor  believes that a significant  portion of the
      Austin  Opportunity  Fund will be invested in common stock of new issuers.
      Investments  in  relatively  new issuers,  i.e.,  those having  continuous
      operating  histories  of less than three  years,  may be more  speculative
      because such companies are relatively unseasoned.

o        New issuers may lack  sufficient  resources,  may be unable to generate
         internally  the  funds  necessary  for  growth  and may  find  external
         financing  to  be  unavailable  on  favorable  terms  or  even  totally
         unavailable.

o        New issuers will often be involved in the development or marketing of a
         new product with no established market, which could lead to significant
         losses.

PRINCIPAL STRATEGIES OF THE TEXAS OPPORTUNITY FUND In addition to the strategies
described  above under  "Principal  Strategies  Common to the Funds," the Fund's
advisor primarily selects common stock of companies with significant  operations
in the state of Texas.  Under normal  circumstances,  at least 65% of the Fund's
assets will be invested in common stock of  companies:
    o headquartered  in the state of Texas, or
    o that rank among the 25 largest  publicly held employers in
      Texas (as determined by the State Comptrollers office.)
 The advisor believes that a significant  portion of the Texas  Opportunity Fund
 may be invested in smaller capitalization companies.


    PRINCIPAL  RISKS OF INVESTING IN THE TEXAS  OPPORTUNITY  FUND In addition to
    the risks described below, the Texas  Opportunity Fund is subject to various
    principal  risks that are common to all of the Martin Capital  Funds.  These
    common  risks  include   management   risk,   company  risk,   market  risk,
    non-diversification risk and sector risk, which are described on page 5.


o      SMALLER COMPANY RISK. The advisor believes that some portion of the Texas
       Opportunity  Fund will be invested in smaller  capitalization  companies,
       which may include new issues.  To the extent the Fund  invests in smaller
       capitalization  companies,  the Fund will be subject to additional risks.
       These include:

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

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

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

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

o      NEW ISSUES  RISK.  The advisor  believes  that some  portion of the Texas
       Opportunity  Fund  will be  invested  in  common  stock  of new  issuers.
       Investments  in relatively  new issuers,  i.e.,  those having  continuous
       operating  histories  of less than three years,  may be more  speculative
       because such companies are relatively unseasoned.

o         New issuers may lack sufficient  resources,  may be unable to generate
          internally  the  funds  necessary  for  growth  and may find  external
          financing  to be  unavailable  on  favorable  terms  or  even  totally
          unavailable.

o         New issuers will often be involved in the  development or marketing of
          a new  product  with  no  established  market,  which  could  lead  to
          significant losses.

PRINCIPAL STRATEGIES OF THE U.S. OPPORTUNITY FUND Under normal circumstances, at
least 65% of the U.S. Opportunity Fund's assets will be invested in common stock
of companies headquartered in the United States. This strategy is in addition to
the strategies described above under "Principal Strategies Common to the Funds."


      PRINCIPAL  RISKS  OF  INVESTING  IN THE  U.S.  OPPORTUNITY  FUND  The U.S.
    Opportunity  Fund is subject to various  principal  risks that are common to
    all of the Martin Capital Funds. These common risks include management risk,
    company risk, market risk,  non-diversification  risk and sector risk, which
    are described on page 5.



<PAGE>



PRINCIPAL RISKS COMMON TO THE FUNDS

The following risks are common to all three of the Martin Capital Funds.
o  MANAGEMENT RISK.  The advisor's growth-oriented approach may fail to
   produce the intended results.
o  COMPANY RISK.  The value of a Fund may decrease in response to the activities
   and financial prospects of an individual company in the Fund's portfolio. The
   value of an  individual  company  can be more  volatile  than the market as a
   whole.

o  MARKET RISK.  Overall stock market risks may also affect the value of a Fund.
   Factors such as domestic economic growth and market conditions, interest rate
   levels,  and political events affect the securities markets and could cause a
   Fund's share price to fall. Additionally, an investment strategy focused on a
   single,  albeit large,  economy may be subject to greater risk.  For example,
   changes  in the  Austin  economy  may have a  disproportionate  effect on the
   Austin  Opportunity  Fund  and  changes  in  the  Texas  economy  may  have a
   disproportionate effect on the Texas Opportunity Fund.

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

o  SECTOR RISK. If a Fund's  portfolio is overweighted in a certain sector,  any
   negative development  affecting that sector will have a greater impact on the
   Fund than a fund that is not  overweighted in that sector.  Texas  (including
   Austin) has a greater  concentration of technology companies than the rest of
   the United  States and weakness in this sector  could  result in  significant
   losses to the Austin  Opportunity  Fund and the Texas  Opportunity  Fund. The
   U.S.  Opportunity  Fund may also focus on  technology  companies.  Technology
   companies  may be  significantly  affected by falling  prices and profits and
   intense competition, and their products may be subject to rapid obsolescence.

o  An  investment in the Fund is not a deposit of any bank and is not insured or
   guaranteed  by  the  Federal  Deposit  Insurance  Corporation  or  any  other
   government agency.

o  The  Fund is not a  complete  investment  program.  As with any  mutual  fund
   investment, the Fund's returns will vary and you could lose money.

GENERAL

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

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

PAST PERFORMANCE

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


<PAGE>



                 FEES AND EXPENSES OF INVESTING IN THE FUNDS

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

Shareholder Fees (fees paid directly from your investment)
                                                       Austin       Texas       U.S.
                                                    Opportunity  Opportunity  Opportunity
                                                        Fund        Fund       Fund
                                                    ----------------------------------
<S>                                                 <C>         <C>         <C>
Maximum Sales Charge (Load) Imposed on Purchases       NONE        NONE       NONE
Maximum Deferred Sales Charge (Load)                   NONE        NONE       NONE
Redemption Fee (as a % of redemption amount)1         1.00%       1.00%       1.00%
Exchange Fee                                           NONE        NONE       NONE



Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees                                       1.25%       1.25%       1.25%
Distribution (12b-1) Fees 2                            NONE        NONE       NONE
Other Expenses 3                                      0.26%       0.12%       0.12%
Total Annual Fund Operating Expenses                  1.51%       1.37%       1.37%
Expense Reimbursement 4                               0.26%       0.12%       0.12%
Net Expenses (after expense reimbursement)            1.25%       1.25%       1.25%



      1 Each Fund charges a redemption  fee of 1% on shares  redeemed  less than
one year from the date of purchase.
      2 Distribution expenses incurred by the Funds under the 12b-1 Distribution
Plan are paid by the advisor.


      3 Other expenses for the Texas Fund are estimated.

      4 The Funds'  advisor has  contractually  agreed to reimburse  expenses to
maintain  each Fund's total  operating  expenses at 1.25% of net assets  through
March 1, 2003.
</TABLE>

Example:

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



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

Martin Capital Austin Opportunity Fund      1 year   3 years     5 years    10 years
                                             $128      $399        $690      $1,518

Martin Capital Texas Opportunity Fund       1 year   3 years
                                             $128      $399

Martin Capital U.S. Opportunity Fund        1 year   3 years     5 years    10 years
                                             $128      $399        $690      $1,518


</TABLE>


                                HOW TO BUY SHARES

      The  minimum  initial  investment  in each  Fund  is  $1,000  and  minimum
subsequent  investments  are $100.  The  advisor may waive  these  minimums  for
accounts participating in an automatic investment program. If your investment is
aggregated into an omnibus account established by an investment advisor,  broker
or other intermediary, the account minimums apply to the omnibus account, not to
your  individual  investment.  If  you  purchase  or  redeem  shares  through  a
broker/dealer  or  another  intermediary,  you  may be  charged  a fee  by  that
intermediary.


<PAGE>


INITIAL PURCHASE

      BY MAIL-  To be in proper form, your initial purchase request must
include:
o     a completed and signed investment application form (which accompanies
           this Prospectus); and
o     a check (subject to the minimum amounts) made payable to the
           appropriate Fund.

      Mail the application and check to:

U.S. MAIL:                          OVERNIGHT:
Martin Capital Opportunity Funds    Martin Capital Opportunity Funds
c/o Unified Fund Services, Inc.     c/o Unified Fund Services, Inc.
P.O. Box 6110                       431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110    Indianapolis, Indiana  46204


      BY WIRE- You may also  purchase  shares of a Fund by wiring  federal funds
from your bank, which may charge you a fee for doing so. To wire money, you must
call Unified Fund Services, Inc., the Fund's transfer agent at 1-888-336-9757 to
set up your account and obtain an account number. You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:


      Firstar Bank, N.A.
      ABA #0420-0001-3
      Attn: Martin Capital Opportunity Funds
      Fund Portfolio Name _______________________(write in name of fund)
      Account Name  _________________(write  in  shareholder  name)
      For the  Account  # ______________(write in account number)
      D.D.A.#488922444


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


ADDITIONAL INVESTMENTS

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

      -your name                    -the name of your account(s)
      -your account number(s)       -the name of the Fund
      -a check made payable to Martin Capital Opportunity Funds

Checks  should be sent to the Martin  Capital  Opportunity  Funds at the address
listed above. A bank wire should be sent as outlined above.

AUTOMATIC INVESTMENT PLAN

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


<PAGE>



DISTRIBUTION PLAN

      Each plan has  adopted a plan under Rule 12b-1 that allows the Fund to pay
distribution fees for the sale and distribution of shares and allows the Fund to
pay for services provided the shareholders.  All distribution  expenses incurred
by a Fund  under its Plan are Fund  expenses,  but they are paid by the  advisor
pursuant to the management agreement.

TAX SHELTERED RETIREMENT PLANS

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

OTHER PURCHASE INFORMATION

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

                              HOW TO REDEEM SHARES

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

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

                        Martin Capital Opportunity Funds
                         c/o Unified Fund Services, Inc.
                                P.O. Box 6110
                        Indianapolis, Indiana 46206-6110

      Requests  to sell  shares  are  processed  at the  net  asset  value  next
calculated  after we receive  your order in proper  form.  To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name,  account number,  account  name(s),  the address,  and the dollar
amount or number of shares you wish to redeem.  This  request  must be signed by
all registered  share owner(s) in the exact name(s) and any special  capacity in
which they are  registered.  The Funds may require that signatures be guaranteed
by a bank or member firm of a national securities exchange. Signature guarantees
are for the  protection of  shareholders.  At the discretion of the Funds or the
Funds'  transfer agent, a shareholder,  prior to redemption,  may be required to
furnish additional legal documents to insure proper authorization.


<PAGE>


      BY  TELEPHONE  - You may  redeem  any  part of your  account  in a Fund by
calling  the Funds'  transfer  agent by calling  1-888-336-9757.  You must first
complete  the  Optional  Telephone   Redemption  and  Exchange  section  of  the
investment  application to institute this option.  The Funds, the transfer agent
and  the  custodian  are  not  liable  for  following   redemption  or  exchange
instructions  communicated  by  telephone  that they  reasonably  believe  to be
genuine.  However,  if they do not employ reasonable  procedures to confirm that
telephone  instructions  are  genuine,  they may be liable for any losses due to
unauthorized  or  fraudulent  instructions.   Procedures  employed  may  include
recording telephone instructions and requiring a form of personal identification
from the caller.

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

      REDEMPTION  FEE - Shares held less than 12 months and redeemed  (including
exchanges) from a Fund are subject to a short-term  redemption fee equal to 1.0%
of the net asset value of shares  redeemed.  Solely for purposes of  calculating
the one-year  holding  period,  each Fund uses the "first-in,  first out" (FIFO)
method.  That is, the date of any redemption or exchange will be compared to the
earliest  purchase  date. If this holding  period is less than one year, the fee
will be  assessed.  The fee will be  prorated  if a portion of the shares  being
redeemed  or  exchanged  has been held for more than one year.  Shares  acquired
through  reinvested  dividend or capital gain  distributions are exempt from the
fee.

      ADDITIONAL  INFORMATION - If you are not certain of the requirements for a
redemption please call the Fund's transfer agent at 1-888-336-9757.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing,  or under any emergency  circumstances (as
determined  by the  Securities  and Exchange  Commission)  the Funds may suspend
redemptions or postpone payment dates.

      Because the Funds incur  certain  fixed costs in  maintaining  shareholder
accounts, the Funds may require you to redeem all of your shares in a Fund on 30
days'  written  notice if the value of your shares in the Fund is less than $500
due to  redemption,  or such other minimum amount as the Fund may determine from
time to time. An involuntary  redemption  constitutes a sale. You should consult
your tax advisor concerning the tax consequences of involuntary redemptions. You
may increase the value of your shares in the Fund to the minimum  amount  within
the 30-day  period.  Your  shares are subject to  redemption  at any time if the
Board of Trustees  determines in its sole  discretion  that failure to so redeem
may have materially  adverse  consequences to all or any of the  shareholders of
the Funds.

                        DETERMINATION OF NET ASSET VALUE

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

      The Fund's  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued by the Fund's
advisor at their fair  value,  according  to  procedures  approved by the Fund's
board of trustees.

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


<PAGE>



                       DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

                             MANAGEMENT OF THE FUNDS

      Martin Capital Advisors,  L.L.P., 816 Congress Avenue, Suite 1540, Austin,
Texas 78701,  serves as investment  advisor to the Funds. As of January 1, 2000,
the firm manages over $80 million for individuals, trusts and pension plans.

      Paul Martin is  responsible  for the  day-to-day  management of the Martin
Capital  Opportunity Funds. Paul Martin is the managing and controlling  partner
and Chief Investment  Officer of the advisor,  a registered  investment  advisor
managing  investment  portfolios for long-term income and capital  appreciation.
Prior to  establishing  his advisory firm in 1989, Paul Martin worked four years
as a financial  consultant  in New York City,  managing  investment  accounts at
Merrill Lynch and  Oppenheimer & Company.  Paul Martin served seven years active
duty with the U.S. Army and U.S.  Navy. He also served  thirteen  years with the
U.S. Naval Reserve,  which included eight years with Naval Special Warfare and a
two year  assignment  as the  Commanding  Officer of Naval Reserve SEAL Delivery
Vehicle Team Two. He retired as a commander in October,  1998. Paul Martin has a
B.A. degree in liberal arts from St. John's College in Santa Fe, New Mexico.


      During the fiscal period ended March 31, 2000 the Austin  Opportunity Fund
and the U.S.  Opportunity Fund each paid the advisor a fee equal to 1.25% of its
average daily net assets.  The Texas  Opportunity  Fund is authorized to pay the
advisor a fee equal to 1.25% of its average  daily net assets.  The advisor (not
the Funds) may pay certain  financial  institutions  (which may  include  banks,
brokers,  securities  dealers  and  other  industry  professionals)  a  fee  for
providing   distribution   related   services  and/or  for  performing   certain
administrative  servicing  functions for Fund  shareholders  to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.



<PAGE>


ADVISOR'S  PAST  PERFORMANCE  - Paul  Martin  has been  managing  accounts  with
investment objectives, policies and strategies substantially similar to those of
the Martin Capital U.S. Opportunity Fund since 1990 (the "U.S. Composite").  The
performance  of the  U.S.  Composite  appears  below.  The data is  provided  to
illustrate  past  performance  of the  Advisor in  managing  such  accounts,  as
compared to the S&P 500 Index. The person responsible for the performance of the
composite is the same person as is responsible for the investment  management of
the Martin Capital U.S.  Opportunity Fund. As of December 31, 1999 the assets in
the U.S. Composite totaled approximately $56 million.


                          AVERAGE ANNUAL TOTAL RETURN*

      PERIOD              U.S. OPPORTUNITY FUND U.S. COMPOSITE   S&P 500 INDEX
      One Year.....................N/A..............58.2%...........21.0%
      Five Years...................N/A..............45.9%...........28.5%
      Since Composite Inception
         (1-1-91)..................N/A..............32.5%...........20.8%
      Since Fund Inception
         (4-1-99) ... ............43.6%.............43.0%...........14.6%

    SUMMARY OF MARTIN CAPITAL ADVISORS, L.L.P. ANNUAL INVESTMENT RETURNS**

      PERIOD          U.S. OPPORTUNITY FUND   U.S. COMPOSITE     S&P 500 INDEX
      1991..................N/A....................33.9%..............30.6%
      1992..................N/A....................26.8%...............7.7%
      1993..................N/A....................14.5%..............10.0%
      1994..................N/A....................(2.1)%..............1.3%
      1995..................N/A....................27.5%..............37.6%
      1996..................N/A....................29.4%..............23.0%
      1997..................N/A....................41.4%..............33.4%
      1998..................N/A....................78.8%..............28.7%
      1999..................N/A....................58.2%..............21.0%


*     Average  Annual  Returns for the periods  ended  December 31, 1999,  using
      calculation method of performance,  which differ from the standardized SEC
      calculations methods.

**    U.S.  composite  performance  is the  time-weighted  average  total return
      associated with a composite of equity income  accounts  having  objectives
      similar to the U.S.  Opportunity Fund. Results include the reinvestment of
      income on an  accrual  basis.  Performance  figures  reflected  are net of
      management  fees  of the  accounts  and  net of  all  expenses,  including
      transaction  costs and  commissions.  Results include the  reinvestment of
      dividends and capital gains.

      The S&P 500  Index  is a widely  recognized,  unmanaged  index  of  market
      activity based upon the aggregate  performance of a selected  portfolio of
      publicly traded common stocks,  including  monthly  adjustments to reflect
      the reinvestment of dividends and other  distributions.  The S&P 500 Index
      reflects the total return of securities  comprising  the Index,  including
      changes in market prices as well as accrued  investment  income,  which is
      presumed to be  reinvested.  Performance  figures for the S&P 500 Index do
      not  reflect  deduction  of  transaction  costs  or  expenses,   including
      management fees.

      The  performance  of the  accounts  managed by the  advisor  should not be
considered  indicative  of future  performance  of the Fund.  Results may differ
because of, among other things,  differences in brokerage  commissions,  account
expenses (including management fees), the size of positions taken in relation to
account size and  diversification of securities,  timing of purchases and sales,
and availability of cash for new investments.  In addition, the managed accounts
are not subject to certain investment limitations,  diversification requirements
and other  restrictions  imposed by the Investment  Company Act and the Internal
Revenue Code, which, if applicable,  may have adversely affected the performance
results of the managed accounts composite. The results for different periods may
vary.


<PAGE>


                              FINANCIAL HIGHLIGHTS


      The  following  condensed  supplementary  financial  information  for  the
periods  from  the  inceptions  of the  U.S.  Opportunity  Fund  and the  Austin
Opportunity  Fund (April 1, 1999 and  September 1, 1999,  respectively)  through
March 31, 2000 is derived from the audited  financial  statements  of the Funds.
The financial  statements of the Funds have been audited by McCurdy & Associates
CPA's,  Inc.,  independent  public  accountants,  and are included in the Annual
Report.  The Annual Report contains  additional  performance  information and is
available upon request and without charge.  The Texas  Opportunity  Fund had not
commenced operations prior to March 31, 2000.


MARTIN CAPITAL AUSTIN OPPORTUNITY FUND
FINANCIAL HIGHLIGHTS
FOR THE PERIOD SEPTEMBER 1, 1999
(COMMENCEMENT OF OPERATIONS) TO MARCH 31, 2000


SELECTED PER SHARE DATA
Net asset value, beginning of period                         $     10.00
                                                               ----------
Income from investment operations
   Net investment loss                                             (0.04)
   Net realized and unrealized gain                                 4.06
                                                               ----------
Total from investment operations                                    4.02
                                                               ----------
Net asset value, end of period                                  $  14.02
                                                               ==========

TOTAL RETURN (b)                                                   40.20%


RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000)                                    $1,049
Ratio of expenses  to average net assets                            1.25%  (a)
Ratio of expenses to average net assets before  reimbursement       1.51%  (a)
Ratio of net investment income (loss) to average net assets        (0.55)% (a)
Ratio of net investment income (loss) to
   average net assets before reimbursement                         (0.81)% (a)
Portfolio turnover rate                                             0.80%  (a)


(a)  Annualized
(b)  For periods of less than a full year, total returns are not
     annualized.


<PAGE>





MARTIN CAPITAL U.S. OPPORTUNITY FUND
FINANCIAL HIGHLIGHTS
YEAR ENDED MARCH 31, 2000


SELECTED PER SHARE DATA
Net asset value, beginning of period                          $  10.00
                                                             ----------
Income from investment operations
   Net investment income (loss)                                  (0.04)
   Net realized and unrealized gain                               6.23
                                                             ----------
Total from investment operations                                  6.19
                                                             ----------
Net asset value, end of period                                $  16.19
                                                             ==========


TOTAL RETURN                                                    61.90%


RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000)                                 $3,713
Ratio of expenses to average net assets                          1.25%
Ratio of expenses to average net assets before reimbursement     1.37%
Ratio of net investment income (loss) to average net assets     (0.35)%
Ratio of net investment income (loss) to
   average net assets before reimbursement                      (0.47)%
Portfolio turnover rate                                          0.35%



<PAGE>


                              FOR MORE INFORMATION

    Several  additional  sources  of  information  are  available  to  you.  The
Statement of Additional Information (SAI),  incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual  reports contain  management's  discussion of market conditions,
investment   strategies  and  performance   results  as  of  the  Funds'  latest
semi-annual or annual fiscal year end.

      Call the Funds at 1-888-336-9757 to request free copies of the SAI and the
Funds' annual and semi-annual  reports,  to request other  information about the
Funds and to make shareholder inquiries.

      You may review and copy information about the Funds (including the SAI and
other reports) at the Securities and Exchange  Commission (SEC) Public Reference
Room in  Washington,  D.C.  Call the SEC at  1-202-942-8090  for room  hours and
operation.  You may also obtain reports and other information about the Funds on
the EDGAR Database on the SEC's Internet site at http.//www.sec.gov,  and copies
of this  information  may be  obtained,  after  paying  a  duplicating  fee,  by
electronic  request at the following e-mail address:  [email protected],  or by
writing  the  SEC's  Public  Reference  Section  of the  SEC,  Washington,  D.C.
20549-0102.

Investment Company Act #811-9096





<PAGE>


                      THE MARTIN CAPITAL OPPORTUNITY FUNDS

                     MARTIN CAPITAL AUSTIN OPPORTUNITY FUND

                      MARTIN CAPITAL TEXAS OPPORTUNITY FUND

                      MARTIN CAPITAL U.S. OPPORTUNITY FUND

                       STATEMENT OF ADDITIONAL INFORMATION


                                 August 1, 2000

      This Statement of Additional  Information ("SAI") is not a prospectus.  It
should  be read  in  conjunction  with  the  Prospectus  of The  Martin  Capital
Opportunity  Funds dated August 1, 2000. This SAI  incorporates by reference the
Austin  Opportunity  Fund's and the U.S.  Opportunity  Fund's  Annual  Report to
Shareholders for the period ended March 31, 2000 ("Annual Report").  A free copy
of the Prospectus or Annual Report can be obtained by writing the Transfer Agent
at 431 North  Pennsylvania  Street,  Indianapolis,  Indiana 46204, or by calling
1-888-336-9757.


TABLE OF CONTENTS                                                         PAGE

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

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

INVESTMENT LIMITATIONS.....................................................  13

THE INVESTMENT ADVISOR.....................................................  15

TRUSTEES AND OFFICERS......................................................  16

PORTFOLIO TRANSACTIONS AND BROKERAGE................................ ......  17

DISTRIBUTION PLAN..........................................................  18

DETERMINATION OF SHARE PRICE...............................................  18

INVESTMENT PERFORMANCE.....................................................  19

CUSTODIAN....................................................................20

TRANSFER AGENT and FUND ACCOUNTING...........................................20

ACCOUNTANTS..................................................................21

DISTRIBUTOR..................................................................21

ADMINISTRATOR................................................................21

FINANCIAL STATEMENTS.........................................................21



<PAGE>


DESCRIPTION OF THE TRUST AND FUNDS


      The  Martin  Capital  Austin   Opportunity   Fund,  Martin  Capital  Texas
Opportunity  Fund and Martin Capital U.S.  Opportunity  Fund (each a "Fund",  or
collectively,  the  "Funds",  or the "Martin  Capital  Opportunity  Funds") were
organized as non-diversified  series of AmeriPrime Funds (the "Trust") on August
14, 1998. The Trust is an open-end investment company established under the laws
of Ohio by an  Agreement  and  Declaration  of Trust  dated  August 8, 1995 (the
"Trust  Agreement").  The  Trust  Agreement  permits  the  Trustees  to issue an
unlimited number of shares of beneficial interest of separate series without par
value.  Each  Fund is one of a  series  of  funds  currently  authorized  by the
Trustees.

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


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


      As of July 14, 2000, the following  persons may be deemed to  beneficially
own or hold of record five percent (5%) or more of the Austin  Opportunity Fund:
National  Investor  Services Corp., 55 Water Street,  32nd Floor,  New York, New
York 10041, 32.95%; Eileen Vanderlee,  P.O. Box 24163, Austin, TX 78755, 12.71%,
and Arnold J. Snygg, 6903 Rimner Cove, Austin TX 78759, 5.83%.

      As of July 14, 2000,  National  Investor  Services  Corp. may be deemed to
control the Austin  Opportunity Fund as a result of its beneficial  ownership of
the shares of the Fund.  As the  controlling  shareholder,  it would control the
outcome of any proposal  submitted to the  shareholders  for approval  including
changes  to the  Fund's  fundamental  policies  or the  terms of the  management
agreement with the Fund's advisor.

      As of July 14, 2000, the following  persons may be deemed to  beneficially
own or hold of record five  percent (5%) or more of the U.S.  Opportunity  Fund:
National  Investor  Services Corp., 55 Water Street,  32nd Floor,  New York, New
York 10041, 72.45%. As of July 14, 2000, National Investor Services Corp. may be
deemed  to  control  the U.S.  Opportunity  Fund as a result  of its  beneficial
ownership of the shares of the Fund. As the  controlling  shareholder,  it would
control the outcome of any proposal  submitted to the  shareholders for approval
including  changes  to the  Fund's  fundamental  policies  or the  terms  of the
management agreement with the Fund's advisor.

      As of July 14, 2000,  the officers and trustees as a group owned less than
one percent of the Funds.


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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

      A.  Equity   Securities.   Equity  securities  consist  of  common  stock,
convertible  preferred stock,  convertible  bonds,  rights and warrants.  Common
stocks, the most familiar type,  represent an equity  (ownership)  interest in a
corporation.  Warrants are options to purchase equity  securities at a specified
price for a specific time period.  Rights are similar to warrants,  but normally
have a short  duration and are  distributed  by the issuer to its  shareholders.
Although equity  securities have a history of long-term  growth in value,  their
prices  fluctuate  based on changes in a company's  financial  condition  and on
overall market and economic conditions.

      Equity  securities  include S&P  Depositary  Receipts  ("SPDRs") and other
similar instruments. SPDRs are shares of a publicly traded unit investment trust
which owns the stocks included in the S&P 500 Index, and changes in the price of
SPDRs track the movement of the Index relatively closely.

      Equity  securities also include common stocks and common stock equivalents
of domestic real estate  investment  trusts  ("REITS") and other companies which
operate as real estate corporations or which have a significant portion of their
assets in real  estate.  A Fund will not  acquire any direct  ownership  of real
estate.


      Each Fund may invest up to 35% of its assets in foreign equity securities,
including  American   Depository   Receipts  ("ADRs").   ADRs  are  certificates
evidencing ownership of shares of a foreign-based issuer held in trust by a bank
or similar financial  institution.  They are alternatives to the direct purchase
of the underlying  securities in their national  markets and currencies.  To the
extent that the Fund does invest in foreign securities,  such investments may be
subject to special  risks.  Purchases of foreign  securities are usually made in
foreign  currencies  and, as a result,  the Fund may incur  currency  conversion
costs and may be affected  favorably or  unfavorably  by changes in the value of
foreign  currencies  against the U.S.  dollar.  In  addition,  there may be less
information  publicly  available  about  a  foreign  company  than  about a U.S.
company, and foreign companies are not generally subject to accounting, auditing
and financial reporting standards and practices  comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the  administrations  or economic and monetary policies of foreign  governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets,  less government  supervision of exchanges,  brokers
and  issuers,  difficulty  in  enforcing  contractual  obligations,   delays  in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.


      Investments in equity  securities are subject to inherent market risks and
fluctuations  in value due to earnings,  economic  conditions  and other factors
beyond the control of the advisor.  As a result,  the return and net asset value
of a Fund will fluctuate.  Securities in a Fund's  portfolio may not increase as
much as the market as a whole and some undervalued securities may continue to be
undervalued for long periods of time. Although profits in some Fund holdings may
be realized  quickly,  it is not expected that most  investments will appreciate
rapidly.

      B.  Fixed  Income  Securities.  Each  Fund  may  invest  in  fixed  income
securities.  Each 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.

      CORPORATE  DEBT  SECURITIES  -  Corporate  debt  securities  are  long and
short-term  debt  obligations  issued by companies  (such as publicly issued and
privately  placed bonds,  notes and  commercial  paper).  The advisor  considers
corporate debt securities to be of investment  grade quality if they are rated A
or higher by Standard & Poor's Corporation, or Moody's Investors Services, Inc.,
or if unrated, determined by the advisor to be of comparable quality. Investment
grade dept securities  generally have adequate to strong protection of principal
and interest payments. In the lower end of this category,  credit quality may be
more susceptible to potential future changes in circumstances and the securities
have  speculative  elements.  Each  Fund may  invest  up to 5% of its  assets in
corporate debt rated below investment grade.

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

      C.  When-Issued and Delayed  Delivery  Securities.  Each Fund may purchase
securities on a when-issued or delayed  delivery basis.  Delivery of and payment
for these securities may take place as long as a month or more after the date of
the  purchase  commitment.  The value of these  securities  is subject to market
fluctuation  during  this  period  and  no  income  accrues  to the  Fund  until
settlement  takes  place.  The Fund  maintains  with the  Custodian a segregated
account  containing high grade liquid  securities in an amount at least equal to
these commitments.


      D.  Leveraging.  Each Fund may borrow up to  one-third of the value of its
total assets, from banks or through the use of reverse repurchase agreements, to
increase its holdings of portfolio securities.  Under the Investment Company Act
of 1940, as amended, each Fund is required to maintain continuous asset coverage
of  300%  with  respect  to such  borrowings  and to sell  (within  three  days)
sufficient  Fund holdings to restore such coverage if it should  decline to less
than 300% due to market fluctuations or otherwise,  even if such liquidations of
a  Fund's  holdings  may  be  disadvantageous  from  an  investment  standpoint.
Leveraging a Fund creates an  opportunity  for  increased net income but, at the
same time,  creates  special risk  considerations.  For example,  leveraging may
exaggerate changes in the net asset value of Fund shares and in the yield on the
Fund's  portfolio.  Although the principal of such borrowings will be fixed, the
Fund's assets may change in value during the time the borrowing is  outstanding.
Leveraging  will  create  interest  expenses  for the Fund  which can exceed the
income  from  the  assets  retained.  To the  extent  the  income  derived  from
securities purchased with borrowed funds exceeds the interest the Fund will have
to pay, the Fund's net income will be greater than if leveraging  were not used.
Conversely,  if the income from the assets  retained with borrowed  funds is not
sufficient to cover the cost of  leveraging,  the net income of the Fund will be
less than if leveraging  were not used,  and therefore the amount  available for
distribution to shareholders will be reduced.


      E. Short Sales. Each Fund may a sell a security short in anticipation of a
decline  in the market  value of the  security.  When a Fund  engages in a short
sale,  it sells a security  which it does not own. To complete the  transaction,
the Fund must borrow the security in order to deliver it to the buyer.  The Fund
must replace the borrowed  security by  purchasing it at the market price at the
time of replacement,  which may be more or less than the price at which the Fund
sold the  security.  The Fund will incur a loss as a result of the short sale if
the price of the security  increases  between the date of the short sale and the
date on which the Fund replaces the borrowed  security.  The Fund will realize a
profit if the security declines in price between those dates.

      In connection with its short sales, each Fund will be required to maintain
a  segregated  account with the  Custodian  of cash or high grade liquid  assets
equal to the market value of the securities  sold less any collateral  deposited
with its  broker.  Each Fund will limit its short sales so that no more than 20%
of its net assets (less all its  liabilities  other than  obligations  under the
short sales) will be deposited as  collateral  and  allocated to the  segregated
account. However, the segregated account and deposits will not necessarily limit
the Fund's potential loss on a short sale, which is unlimited.


      F.  Option  Transactions.  The  Funds may  engage  in option  transactions
involving  individual  stocks  and bonds as well as stock and bond  indexes.  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  indexes.  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. Call options on securities which the Funds sell (write)
will be covered or secured,  which  means that the Fund will own the  underlying
security in the case of a call  option.  The Funds will sell (write) put options
only if the Fund is selling an  equivalent  amount of the same  security  short.
When the Funds write options, they may be required to maintain a margin account,
to pledge the underlying securities or U.S. government obligations or to deposit
assets in escrow  with the  Custodian.  The Funds may also  utilize  spreads and
straddle  strategies.  A spread  is the  difference  in price  resulting  from a
combination  of put  and  call  options  within  the  same  class  on the  same
underlying  security. A straddle strategy consists of an equal number of put and
call options on the same underlying  stock,  stock index, or commodity future at
the same strike price and maturity date.


      The purchase and writing of options  involves  certain risks. The purchase
of options limits a Fund's  potential loss to the amount of the premium paid and
can afford a 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 a Fund  losing a greater  percentage  of its  investment  than if the
transaction were effected directly. When a 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 a Fund writes a put  option,  it will
assume the risk that the price of the  underlying  security or  instrument  will
fall  below  the  exercise  price,  in which  case the Fund may be  required  to
purchase the security or  instrument  at a higher price than the market price of
the security or instrument.  In addition,  there can be no assurance that a Fund
can effect a closing transaction on a particular option it has written. Further,
the total  premium paid for any option may be lost if the Fund does not exercise
the  option or, in the case of  over-the-counter  options,  the writer  does not
perform its obligations.


      G.  Derivatives.  Each Fund may  invest in  various  instruments  that are
commonly  known  as  derivatives.   Generally,   a  derivative  is  a  financial
arrangement,  the value of which is based on, or "derived"  from, a  traditional
security,  asset, or market index. Some "derivatives"  such as  mortgage-related
and  other  asset-backed   securities  are  in  many  respects  like  any  other
investment,  although  they  may be more  volatile  or  less  liquid  than  more
traditional  debt  securities.  There  are,  in fact,  many  different  types of
derivatives  and many  different  ways to use  them.  There are a range of risks
associated  with  those  uses.   Futures  and  options  are  commonly  used  for
traditional  hedging  purposes  to attempt to  protect a fund from  exposure  to
changing interest rates,  securities prices, or currency exchange rates and as a
low cost method of gaining  exposure to a particular  securities  market without
investing directly in those securities.  However,  some derivatives are used for
leverage, which tends to magnify the effects of an instrument's price changes as
market conditions  change.  Leverage involves the use of a small amount of money
to control a large amount of financial  assets,  and can in some  circumstances,
lead  to  significant   losses.   The  advisor  will  use  derivatives  only  in
circumstances  where  they  offer  the most  efficient  means of  improving  the
risk/reward  profile  of a Fund and  when  consistent  with a Fund's  investment
objective and policies.  The use of derivatives for non-hedging  purposes may be
considered speculative.


      H. Futures  Contracts on Stock and Bond Indices.  Each Fund may enter into
contracts  providing for the making and  acceptance of a cash  settlement  based
upon  changes  in the  value of an  index  of  domestic  or  foreign  securities
("Futures  Contracts").  This  investment  technique  may be used as a  low-cost
method of gaining exposure to a particular  securities  market without investing
directly in those securities or to hedge against  anticipated  future changes in
general market prices which otherwise might either adversely affect the value of
securities held by the Fund or adversely  affect the prices of securities  which
are intended to be  purchased  at a later date for the Fund. A Futures  Contract
may also be entered into to close out or offset an existing futures position.

      When used for hedging  purposes,  each  transaction  in Futures  Contracts
involves the establishment of a position which will move in a direction opposite
to that of the  investment  being  hedged.  If these  hedging  transactions  are
successful,  the  futures  position  taken for the Fund will rise in value by an
amount  which  approximately  offsets the decline in value of the portion of the
Fund's investments that is being hedged. Should general market prices move in an
unexpected manner, the full anticipated benefits of Futures Contracts may not be
achieved or a loss may be realized.

      The risks of Futures  Contracts also include a potential lack of liquidity
in the secondary  market and incorrect  assessments of market.  Brokerage  costs
will be incurred and "margin" will be required to be posted and  maintained as a
good faith deposit against  performance of obligations  under Futures  Contracts
written  for a Fund.  A Fund may not  purchase  or sell a  Futures  Contract  if
immediately thereafter its margin deposits on its outstanding Futures Contracts,
other than Futures Contracts used for hedging  purposes,  would exceed 5% of the
market value of the Fund's total assets.

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

      Floating rate securities pay interest according to a coupon which is reset
periodically.  The reset  mechanism may be formula based, or reflect the passing
through of floating interest payments on an underlying  collateral pool. Inverse
floating rate  securities  are similar to floating rate  securities  except that
their  coupon  payments  vary  inversely  with an  underlying  index by use of a
formula.  Inverse  floating  rate  securities  tend  to  exhibit  greater  price
volatility than other floating rate securities. No Fund will invest more than 5%
of  its  total  assets  in  inverse  floating  rate  securities.  Floating  rate
obligations generally exhibit a low price volatility for a given stated maturity
or average life because  their  coupons  adjust with changes in interest  rates.
Interest rate risk and price volatility on inverse floating rate obligations can
be high,  especially if leverage is used in the formula.  Index securities pay a
fixed rate of  interest,  but have a maturity  value that varies by formula,  so
that when the  obligation  matures a gain or loss may be  realized.  The risk of
index obligations  depends on the volatility of the underlying index, the coupon
payment and the maturity of the obligation.


      J. Real Estate Investment  Trusts. A real estate investment trust ("REIT")
is a corporation or business trust that invests  substantially all of its assets
in interests in real estate. Equity REITs are those which purchase or lease land
and buildings and generate income primarily from rental income. Equity REITs may
also  realize  capital  gains  (or  losses)  when  selling   property  that  has
appreciated (or depreciated) in value.  Mortgage REITs are those which invest in
real estate  mortgages and generate income  primarily from interest  payments on
mortgage  loans.  Hybrid  REITs  generally  invest  in both  real  property  and
mortgages.  In addition,  REITs are generally  subject to risks  associated with
direct  ownership  of real estate,  such as  decreases in real estate  values or
fluctuations  in  rental  income  caused  by a  variety  of  factors,  including
increases in interest  rates,  increases in property  taxes and other  operating
costs, casualty or condemnation losses,  possible environmental  liabilities and
changes  in  supply  and  demand  for  properties.  Risks  associated  with REIT
investments  include the fact that equity and mortgage  REITs are dependent upon
specialized   management   skills   and  are  not   fully   diversified.   These
characteristics  subject REITs to the risks  associated with financing a limited
number  of  projects.  They are also  subject  to heavy  cash  flow  dependency,
defaults by borrowers, and self-liquidation.  Additionally,  equity REITs may be
affected by any  changes in the value of the  underlying  property  owned by the
trusts,  and  mortgage  REITs  may be  affected  by the  quality  of any  credit
extended.


      K. Zero Coupon Treasuries and Municipal Securities. Zero coupon securities
are (i) notes or debentures  which do not pay current interest and are issued at
substantial  discounts  from par  value,  or (ii) notes or  debentures  that pay
current  interest  until a stated date one or more years into the future,  after
which the issuer is  obligated  to pay  interest  until  maturity,  usually at a
higher rate than if interest were payable from the date of issuance.

      The Federal Reserve creates zero coupon  treasuries,  also known as STRIPS
(Separate  Trading of  Registered  Interest  and  Principal  of  Securities)  by
separating  the coupon  payments and the principal  payment from an  outstanding
Treasury  security and selling them as individual  securities.  A  broker-dealer
creates a derivative zero by depositing a Treasury security with a custodian for
safekeeping and then selling the coupon payments and principal payment that will
be generated by this security  separately.  Examples are Certificates of Accrual
on Treasury  Securities (CATs),  Treasury Investment Growth Receipts (TIGRs) and
generic Treasury  Receipts (TRs).  These derivative zero coupon  obligations are
not  considered to be government  securities  unless they are part of the STRIPS
program.  Original issue zeros are zero coupon securities issued directly by the
U.S. Government, a government agency, or by a corporation.

      Zero coupon municipal  securities are long and short term debt obligations
issued by or on behalf of  states,  territories  and  possessions  of the United
States,  the District of Columbia and their  political  subdivisions,  agencies,
instrumentalities   and  authorities,   as  well  as  other  qualifying  issuers
(including the U.S. Virgin Islands, Puerto Rico and Guam), the income from which
is exempt from regular federal income tax and exempt from state tax in the state
of  issuance.  Each  Fund will  accrue  income  on such  securities  for tax and
accounting  purposes,  in accordance  with  applicable  law. This income will be
distributed to shareholders. Because no cash is received at the time such income
is accrued,  the Fund may be required to liquidate other portfolio securities to
satisfy its  distribution  obligations.  Because a zero coupon security does not
pay current  income,  its price can be very volatile when interest rates change.
In calculating its dividend,  the Funds take into account as income a portion of
the  difference  between a zero coupon  security's  purchase  price and its face
value.

      Municipal  securities  are issued to obtain funds to construct,  repair or
improve  various  public  facilities  such  as  airports,   bridges,   highways,
hospitals,  housing,  schools, streets and water and sewer works, to pay general
operating expenses or to refinance outstanding debts. They also may be issued to
finance various private activities,  including the lending of funds to public or
private  institutions  for  construction  of  housing,  educational  or  medical
facilities or the financing of privately owned or operated facilities. Municipal
securities  consist  of tax  exempt  bonds,  tax  exempt  notes  and tax  exempt
commercial  paper.  Tax exempt notes  generally  are used to provide  short term
capital needs and  generally  have  maturities  of one year or less.  Tax exempt
commercial  paper  typically  represents  short  term,   unsecured,   negotiable
promissory notes.

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

      L.   Mortgage-Backed   Securities.   Mortgage-backed   securities  include
securities  representing  interests in a pool of  mortgages.  These  securities,
including  securities  issued by FNMA,  GNMA and the Federal Home Loan  Mortgage
Corporation,  provide  investors  with payments  consisting of both interest and
principal as the  mortgages in the  underlying  mortgage  pools are repaid.  The
Funds will only  invest in pools of  mortgage  loans  assembled  for the sale to
investors by agencies or instrumentalities of the U.S. government and will limit
their  investment  to 5% of net  assets.  Unscheduled  or early  payments on the
underlying mortgages may shorten the securities' effective maturities.

      Other types of  securities  representing  interests  in a pool of mortgage
loans are known as collateralized  mortgage  obligations  (CMOs) and real estate
mortgage  investment conduits (REMICs) and multi-class  pass-throughs.  CMOs and
REMICs are debt instruments  collateralized  by pools of mortgage loans or other
mortgage-backed  securities.  Multi-class  pass-through  securities  are  equity
interests  in a trust  composed  of  mortgage  loans  or  other  mortgage-backed
securities. Payments of principal and interest on underlying collateral provides
the  funds  to  pay  debt  service  on  the  CMO  or  REMIC  or  make  scheduled
distributions on the multi-class  pass-through  securities.  The Funds will only
invest in CMOs,  REMICs and multi-class  pass-through  securities  (collectively
"CMOs"  unless  the  context   indicates   otherwise)   issued  by  agencies  or
instrumentalities of the U.S. government (such as the Federal Home Loan Mortgage
Corporation).  None of the Funds will invest in "stripped" CMOs, which represent
only the income portion or the principal portion of the CMO.

      CMOs are  issued  with a variety  of  classes  or  "tranches,"  which have
different maturities and are often retired in sequence.  One or more tranches of
a CMO may have coupon rates which reset  periodically  at a specified  increment
over an  index  such as the  London  Interbank  Offered  Rate  ("LIBOR").  These
"floating rate CMOs,"  typically are issued with lifetime "caps" on their coupon
rate,  which means that there is a ceiling  beyond which the coupon rate may not
be  increased.  The yield of some  floating  rate  CMOs  varies in excess of the
change in the  index,  which  would  cause  the value of such CMOs to  fluctuate
significantly once rates reach the cap.

      REMICs,  which have  elected  to be  treated  as such  under the  Internal
Revenue  Code,  are private  entities  formed for the purpose of holding a fixed
pool of mortgages secured by an interest in real property. REMICs are similar to
CMOs in that they issue multiple classes of securities.  As with other CMOs, the
mortgages  which  collateralize  the REMICs in which a Fund may  invest  include
mortgages backed by GNMA certificates or other mortgage  pass-throughs issued or
guaranteed by the U.S. government, its agencies or instrumentalities.

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

      M.  Foreign  Currency  Exchange  Transactions.  The Funds may hold foreign
currency  deposits  from  time to time,  and may  convert  dollars  and  foreign
currencies in the foreign exchange markets.  Currency conversion involves dealer
spreads  and  other  costs,   although  commissions  usually  are  not  charged.
Currencies  may be exchanged on a spot (i.e.,  cash) basis,  or by entering into
forward  contracts to purchase or sell foreign  currencies  at a future date and
price.  Forward contracts  generally are traded in an interbank market conducted
directly between  currency  traders  (usually large commercial  banks) and their
customers.  The parties to a forward  contract  may agree to offset or terminate
the  contract  before its  maturity,  or may hold the  contract to maturity  and
complete the contemplated currency exchange.

      The Funds may use currency forward  contracts to manage currency risks and
to facilitate  transactions  in foreign  securities.  The  following  discussion
summarizes  the  principal  currency  management  strategies  involving  forward
contracts that could be used by any Fund.


      In  connection  with  purchases  and sales of  securities  denominated  in
foreign  currencies,  a Fund may enter into currency forward  contracts to fix a
definite  price for the  purchase or sale in advance of the  trade's  settlement
date.  This  technique  is  sometimes  referred  to as a  "settlement  hedge" or
"transaction  hedge." A Fund also could enter into forward contracts to purchase
or sell a foreign  currency  in  anticipation  of future  purchases  or sales of
securities  denominated in foreign  currency,  even if the specific  investments
have not yet been selected by the Advisor.advisor.


      The Funds also may use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example, if a
Fund  owned  securities  denominated  in  Deutschemarks,  it could  enter into a
forward  contract  to sell  Deutschemarks  in return  for U.S.  dollars to hedge
against possible declines in the  Deutschemark's  value. Such a hedge (sometimes
referred  to as a  "position  hedge")  would tend to offset  both  positive  and
negative currency fluctuations,  but would not offset changes in security values
caused by other factors. A Fund also could hedge the position by selling another
currency  expected to perform  similarly to the Deutschemark -- for example,  by
entering  into a forward  contract to sell  Deutschemarks  or European  Currency
Units in return for U.S. dollars. This type of hedge, sometimes referred to as a
"proxy hedge," could offer  advantages in terms of cost,  yield,  or efficiency,
but generally will not hedge currency  exposure as effectively as a simple hedge
into U.S.  dollars.  Proxy hedges may result in losses if the  currency  used to
hedge does not perform  similarly to the currency in which the hedge  securities
are denominated.

      Under certain conditions, SEC guidelines require mutual funds to segregate
cash and  appropriate  liquid assets to cover  currency  forward  contracts.  As
required by SEC  guidelines,  the Funds will segregate  cash or U.S.  Government
securities or other high-grade  liquid debt securities to cover currency forward
contracts, if any, whose purpose is essentially speculative.  The Funds will not
segregate assets to cover forward  contracts  entered into for hedging purposes,
including  settlement hedges,  position hedges, and proxy hedges. In segregating
assets,  the Funds'  custodian or a designated  subcustodian  either places such
assets in a segregated account or separately  identifies such assets and renders
them unavailable for investment by the Funds.


      Successful  use  of  forward   currency   contracts  will  depend  on  the
Advisor'sadvisor's  skill in analyzing and predicting  currency values.  Forward
contracts may change the Funds' currency exchange rates substantially, and could
result in  losses  to the Funds if  currencies  do not  perform  as the  advisor
anticipates.  For  example,  if a  currency's  value  rose  at a time  when  the
Advisoradvisor  had hedged a Fund by selling  currency in exchange  for dollars,
the Fund would be unable to participate in the currency's  appreciation.  If the
Advisoradvisor  hedges currency  exposure  through proxy hedges,  the Fund could
realize  currency  losses from the hedge and the  security  position at the same
time if the two  currencies  do not move in tandem.  Similarly,  if the  advisor
increases a Fund's exposure to a foreign  currency,  and that  currency's  value
declines, the Fund will realize a loss. There is no assurance that the advisor's
use of forward  currency  contracts will be  advantageous to any of the Funds or
that the advisor will hedge at an appropriate time.

      N. Options and Futures on Foreign Currencies.  Each Fund may write covered
put and call options and purchase put and call options on foreign currencies for
the purpose of  protecting  against  declines in the U.S.  dollar  value of Fund
securities  and against  increases in the U.S.  dollar cost of  securities to be
acquired.  A Fund may use  options on foreign  currency  to  cross-hedge,  which
involves writing or purchasing  options on one currency to hedge against changes
in exchange rates for a different,  but related currency. As with other types of
options, however, the writing of an option on a foreign currency will constitute
only a partial hedge up to the amount of the premium received,  and a Fund could
be required to purchase or sell a foreign currency at  disadvantageous  exchange
rates,  thereby incurring losses.  The purchase of an option on foreign currency
may be used to hedge against  fluctuations  in exchange rates  although,  in the
event of exchange rate movements  adverse to a Fund's  position,  it may forfeit
the entire amount of the premium plus related transaction costs. In addition,  a
Fund may purchase call options on a foreign currency when the investment advisor
anticipates that the currency will appreciate in value.


      There is no assurance  that a liquid  secondary  market will exist for any
particular  option,  or at any particular  time. If a Fund is unable to effect a
closing purchase transaction with respect to covered options it has written, the
Fund will not be able to sell the underlying  currency or dispose of assets held
in a segregated account until it closes out the options or the options expire or
are  exercised.  Similarly,  if the Fund is unable to close out  options  it has
purchased,  it would have to exercise the options in order to realize any profit
and will incur transaction costs. The Funds pay brokerage commissions or spreads
in connection with options transactions.

      As in the case of forward contracts, certain options on foreign currencies
are traded over-the-counter and involve liquidity and credit risks which may not
be present in the case of exchange-traded  currency options.  The Funds' ability
to terminate over-the-counter options ("OTC" Options") will be more limited than
with   exchange-traded   options.   It  is  also  possible  that  broker-dealers
participating in OTC Options  transactions  will not fulfill their  obligations.
Until such time as the staff of the SEC  changes  its  position,  the Funds will
treat  purchased  OTC Options  and assets  used to cover  written OTC Options as
illiquid  securities.  With respect to options  written with primary  dealers in
U.S. government securities pursuant to an agreement requiring a closing purchase
transaction  at a formula  price,  the  amount  of  illiquid  securities  may be
calculated with reference to the repurchase formula.

      Currency  futures  contracts  are  similar  to forward  currency  exchange
contracts,   except  that  they  are  traded  on  exchanges   (and  have  margin
requirements)  and are  standardized as to contract size and delivery date. Most
currency futures  contracts call for payment or delivery in U.S.  dollars.  Each
Fund may purchase and sell currency futures to increase or decrease its exposure
to different foreign  currencies.  Currency futures can be expected to correlate
with exchange rates,  but may not reflect other factors that affect the value of
a  Fund's  investments.   A  currency  hedge,  for  example,  should  protect  a
Yen-denominated  security from a decline in the Yen, but will not protect a Fund
against  a  price  decline   resulting  from   deterioration   in  the  issuer's
creditworthiness.  Because the value of a Fund's foreign-denominated investments
change in response to many  factors  other than  exchange  rates,  it may not be
possible  to match the  amount of  currency  futures  to the value of the Fund's
investments exactly over time.

      O. Repurchase  Agreements.  Each Fund may invest in repurchase  agreements
fully collateralized by U.S. Government obligations. A repurchase agreement is a
short-term investment in which the purchaser (i.e., 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,  each Fund
intends to enter into  repurchase  agreements  only with Firstar Bank, N.A. (the
Fund's Custodian),  other banks with assets of $1 billion or more and registered
securities  dealers determined by the advisor (subject to review by the Board of
Trustees) to be creditworthy.  The advisor monitors the  creditworthiness of the
banks  and  securities  dealers  with  which  the  Fund  engages  in  repurchase
transactions.

      P.  Reverse  Repurchase  Agreements.  Each  Fund  may  invest  in  reverse
repurchase agreements.  Reverse repurchase agreements involve sales of portfolio
securities  by a  Fund  to  member  banks  of the  Federal  Reserve  System,  or
recognized dealers, concurrently with an agreement by the Fund to repurchase the
same  securities at a later date at a fixed price,  which is generally  equal to
the original  sales price plus interest.  The Fund retains record  ownership and
the right to receive interest and principal  payments on the portfolio  security
involved. The Fund's objective in such a transaction would be to obtain funds to
pursue additional investment  opportunities whose yield would exceed the cost of
the reverse  repurchase  transaction.  Generally,  the use of reverse repurchase
agreements should reduce portfolio  turnover and increase yield. In the event of
bankruptcy or other default by the  purchaser,  the Fund could  experience  both
delays in repurchasing the portfolio securities and losses.

      Q. Illiquid  Securities.  Illiquid securities generally include securities
which  cannot be  disposed of promptly  and in the  ordinary  course of business
without taking a reduced price. Securities may be illiquid due to contractual or
legal restrictions on resale or lack of a ready market. The following securities
are considered to be illiquid: repurchase agreements maturing in more than seven
days,  nonpublicly  offered  securities  and restricted  securities.  Restricted
securities are securities the resale of which is subject to legal or contractual
restrictions.  Restricted  securities  may be sold only in privately  negotiated
transactions,  in a  public  offering  with  respect  to  which  a  registration
statement is in effect under the  Securities Act of 1933 or pursuant to Rule 144
or Rule 144A  promulgated  under such Act. Where  registration is required,  the
Fund may be  obligated  to pay all or part of the  registration  expense,  and a
considerable  period may elapse between the time of the decision to sell and the
time such  security may be sold under an effective  registration  statement.  If
during such a period adverse market  conditions were to develop,  the Fund might
obtain a less  favorable  price  than the price it could have  obtained  when it
decided to sell.

      R. Futures Contracts.  When a Fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date. When a
Fund sells a futures contract,  it agrees to sell the underlying instrument at a
specified  future date. The price at which the purchase and sale will take place
is fixed when the Fund enters into the contract. Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary market is
available.


      The value of a futures  contract  tends to increase and decrease in tandem
with the  value of its  underlying  instrument  or  precious  metal.  Therefore,
purchasing futures contracts will tend to increase a Fund's exposure to positive
and negative price fluctuations in the underlying instrument,  much as if it had
purchased  the  underlying  instrument  directly.  When a Fund  sells a  futures
contract, by contrast,  the value of its futures position will tend to move in a
direction  contrary to the market.  Selling futures contracts,  therefore,  will
tend to offset both positive and negative  market price changes,  much as if the
underlying instrument or precious metal had been sold.


      S. Debt  Securities.  Lower quality  corporate debt  securities  (commonly
called "junk bonds") often are considered to be speculative  and involve greater
risk of default or price change due to changes in the issuer's  creditworthiness
or changes in economic  conditions.  The market prices of these  securities will
fluctuate over time,  may fluctuate more than higher quality  securities and may
decline  significantly  in  periods of general  economic  difficulty,  which may
follow periods of rising interest rates. The market for lower quality securities
may  be  less  liquid  than  the  market  for  securities  of  higher   quality.
Furthermore,  the liquidity of lower quality  securities  may be affected by the
market's  perception of their credit quality.  Therefore,  judgment may at times
play a  greater  role in  valuing  these  securities  than in the case of higher
quality  securities,  and it also may be more difficult  during certain  adverse
market  conditions to sell lower quality  securities at their fair value to meet
redemption  requests or to respond to changes in the market. No Fund will invest
more than 5% of the value of its net assets in junk bonds.


<PAGE>


INVESTMENT LIMITATIONS

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

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

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

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

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

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

      7. Concentration. No Fund will invest 25% or more of its total assets in a
particular  industry.  This  limitation  is not  applicable  to  investments  in
obligations  issued or  guaranteed  by the U.S.  government,  its  agencies  and
instrumentalities or repurchase agreements with respect thereto.

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

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

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

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

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

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

      4.  Options.  No Fund  will  purchase  or sell  puts,  calls,  options  or
straddles  except  as  described  in the  Funds'  Prospectus  and  Statement  of
Additional Information.

      5.  Illiquid  Investments.  No Fund  will  invest  more than 5% of its net
assets in securities  for which there are legal or contractual  restrictions  on
resale and other illiquid securities.

      6. Loans of  Portfolio  Securities.  No Fund will make loans of  portfolio
securities.



<PAGE>


THE INVESTMENT ADVISOR


      The investment advisor to each Fund is Martin Capital Advisors,  L.L.P., a
Texas limited  liability  partnership  formed on January 29, 1999,  816 Congress
Avenue,  Suite 1540,  Austin, TX 78701 (the "Advisor").  As the managing partner
and majority owner, Paul Martin may be deemed to control the Advisor.


      Under the terms of the management agreement (the "Agreement"), the Advisor
manages each Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of each Fund except brokerage,  taxes,  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,  each Fund is  obligated to pay the Advisor a fee computed and accrued
daily and paid  monthly  at an  annual  rate of 1.25% of the  average  daily net
assets of the Fund.  The  Advisor may waive all or part of its fee, at any time,
and at its sole  discretion,  but such action  shall not obligate the Advisor to
waive any fees in the future.


      For the fiscal periods  indicated,  the Funds paid the following  advisory
fees to the Advisor:


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

 PERIOD ENDED      AUSTIN        TEXAS          U.S.
  MARCH 31ST     OPPORTUNITY  OPPORTUNITY   OPPORTUNITY
                    FUND          FUND          FUND

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

     2000       $      4,479          N/A  $      22,038

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

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

      The Advisor may make  payments  to banks or other  financial  institutions
that provide shareholder services and administer shareholder accounts. If a bank
or other financial institution were prohibited from continuing to perform all or
a part of such services,  management of the 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.


      The Trust and the Advisor  have each  adopted a Code of Ethics  under Rule
17j-1 of the Investment  Company Act of 1940. The Code  significantly  restricts
the personal  investing  activities  of all  employees of the Advisor.  The Code
requires  that all  employees of the Advisor  preclear  any personal  securities
investment.  The preclearance requirement and associated procedures are designed
to identify any substantive prohibition or limitation applicable to the proposed
investment.  In addition, no employee may purchase or sell any security which at
the time is being  purchased  or sold,  or to the  knowledge  of the employee is
being considered for purchase or sale, by the Fund. The substantive restrictions
also include a ban on acquiring any securities in an initial public offering and
provides for trading  "blackout  periods"  which  prohibit  trading by portfolio
managers  of the Fund  within  periods  of  trading  by the Fund in the same (or
equivalent) security. The restrictions and prohibitions apply to most securities
transactions  by  employees of the Advisor,  with  limited  exceptions  for some
securities  (such as securities  that have a market  capitalization  and average
daily trading volume above certain minimums).


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


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

*Robert A. Chopyak       Treasurer   Manager  of  AmeriPrime   Financial   Services,
1793 Kingswood Drive     and Chief   Inc., the Fund's  administrator,  from February
Suite 200                Financial   2000  to  present.  Self-employed,   performing
Southlake, Texas  76092  Officer     Y2K  testing,  January  1999 to  January  2000.
Year of Birth:  1968                 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  Company,
2001    N.    Indianwood             L.L.C.,  oil and gas services company;  various
Avenue                               positions with Carbo Ceramics,  Inc., oil field
Broken Arrow, OK  74012              manufacturing/supply   company,  from  1984  to
Year of Birth:  1957                 1997,   most   recently   Vice   President   of
                                     Marketing.

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


* This  person may be deemed an  "interested  person" of the Trust as defined in
the Investment Company Act of 1940.

      The  compensation  paid to the Trustees of the Trust for the Funds' fiscal
year ended March 31, 2000 is as set forth in the following  table.  Trustee fees
are Trust  expenses  and each  series of the Trust pays a portion of the Trustee
fees.


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

NAME                     COMPENSATION     FROM  TRUST (THE TRUST
                         FROM TRUST       IS
                                          NOT IN A FUND COMPLEX)

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

Steve L. Cobb               $_________          $_________

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



<PAGE>



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

Gary E. Hippenstiel         $_________          $_________

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


<PAGE>


PORTFOLIO TRANSACTIONS AND BROKERAGE


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


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

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

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

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


<PAGE>



      For the  fiscal  periods  indicated,  the  Funds  paid  the  following  in
brokerage commissions:


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

 PERIOD ENDED      AUSTIN        TEXAS          U.S.
  MARCH 31ST     OPPORTUNITY  OPPORTUNITY   OPPORTUNITY
                    FUND          FUND          FUND
----------------------------------------------------------

     2000       $      3,271          N/A   $      7,706

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

DISTRIBUTION PLAN

      Each Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
Investment  Company Act of 1940 (the "Plan") under which each Fund is authorized
to incur  distribution  expenses at an annual rate of 0.25% of the average daily
net assets of the Fund. All distribution  expenses  incurred by a Fund under its
Plan  are Fund  expenses,  but they  are  paid by the  Advisor  pursuant  to the
management  agreement.  The expenses may include payments to securities  dealers
and  others  that are  engaged  in the sale of  shares  of the Fund or  advising
shareholders regarding the purchase or retention of shares of the Fund; overhead
and telephone  expenses;  printing and  distribution of prospectuses and reports
used in  connection  with the  offering  of the  Fund's  shares  to  prospective
investors;  and  preparation,  printing and distribution of sales literature and
advertising materials. In addition, each Fund may, under its Plan, make payments
to selected  dealers and others which have entered into Service  Agreements  for
services provided to shareholders of the Fund. The services provided by selected
dealers  and others  pursuant  to each Plan are  designed to promote the sale of
shares of the Fund and include the  furnishing  of office  space and  equipment,
telephone  facilities,  personnel and  assistance to the Fund in servicing  such
shareholders.  The  services  provided  pursuant  to each Plan also may  include
support services to the Fund such as establishing and maintaining  shareholders'
accounts and records, processing purchase and redemption transactions, answering
routine client  inquiries  regarding the Fund, and providing such other services
to the Fund as the Fund may reasonably request.  The Advisor may also compensate
such dealers and administrators out of its own assets.

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

DETERMINATION OF SHARE PRICE


      The price (net asset value) of the shares of each Fund is determined as of
4:00 p.m.,  Eastern  time on each day the Trust is open for  business and on any
other day on which  there is  sufficient  trading  in the Fund's  securities  to
materially  affect the net asset value.  The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King 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'sadvisor'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 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 Fund's advisor,  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 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 Fund's advisor, subject to review of the Board of Trustees.
Short term  investments in fixed income  securities with maturities of less than
60 days when acquired, or which subsequently are within 60 days of maturity, are
valued by using the  amortized  cost  method of  valuation,  which the Board has
determined will represent fair value.


INVESTMENT PERFORMANCE


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


                                P(1+T)n=ERV

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

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


      For the fiscal periods  indicated,  the Fund's average annual total return
was as follows:


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

 PERIOD ENDED      AUSTIN        TEXAS          U.S.
  MARCH 31ST     OPPORTUNITY  OPPORTUNITY   OPPORTUNITY
                    FUND          FUND          FUND


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

     2000               N/A           N/A         61.69%

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

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

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

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

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

CUSTODIAN

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


TRANSFER AGENT AND FUND ACCOUNTING

      Unified Fund Services,  Inc.  ("Unified"),  431 North Pennsylvania Street,
Indianapolis,  Indiana  46204,  acts as the Fund's  transfer  agent and, in such
capacity,   maintains  the  records  of  each  shareholder's  account,   answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of the Fund's shares,  acts as dividend and distribution  disbursing
agent and performs other transfer agency and shareholder service functions.  For
its services as transfer agent,  Unified receives a monthly fee from the Advisor
of $1.20  per  shareholder  (subject  to a  minimum  monthly  fee of  $750).  In
addition,  Unified  provides  the 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).




The  following  chart  discloses the fees paid by the Advisor (not the Funds) to
Unified for these Transfer agent services:


----------------------------------------------------------
 PERIOD ENDED      AUSTIN        TEXAS          U.S.
  MARCH 31ST     OPPORTUNITY  OPPORTUNITY   OPPORTUNITY
                    FUND          FUND          FUND

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

     2000          $6,465         N/A         $17,935

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


The  following  chart  discloses the fees paid by the Advisor (not the Funds) to
Unified for these Fund accounting services:
----------------------------------------------------------
 PERIOD ENDED      AUSTIN        TEXAS          U.S.
  MARCH 31ST     OPPORTUNITY  OPPORTUNITY   OPPORTUNITY
                    FUND          FUND          FUND
----------------------------------------------------------
     2000       $      4,258      N/A   $      9,600

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

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  Funds'  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 Funds.  Kenneth D.  Trumpfheller,  a Trustee  and
officer of the Trust,  is an affiliate of the  Distributor.  The  Distributor is
obligated to sell the shares of the Funds on a best  efforts  basis only against
purchase orders for the shares. Shares of the Funds are offered to the public on
a continuous basis.

ADMINISTRATOR

      The Funds retain  AmeriPrime  Financial  Services,  Inc.,  1793  Kingswood
Drive,  Suite 200,  Southlake,  TX 76092, (the  "Administrator")  to manage each
Fund's  business  affairs and provide  the Funds with  administrative  services,
including all regulatory reporting and necessary office equipment, personnel and
facilities.  The Administrator  receives a monthly fee from the Advisor equal to
an annual rate of 0.10% of the Fund's  assets under $50  million,  0.075% of the
Fund's assets from $50 million to $100 million,  and 0.050% of the Fund's assets
over  $100  million  (subject  to a  minimum  fee  of  $2,500  per  month).  The
Administrator,  the  Distributor,  and Unified (the Fund's  transfer  agent) are
controlled by Unified Financial Services, Inc.


      The following  chart discloses the fees paid by the Advisor (not the Fund)
to the Administrator for these services:
----------------------------------------------------------
 PERIOD ENDED      AUSTIN        TEXAS          U.S.
  MARCH 31ST     OPPORTUNITY  OPPORTUNITY   OPPORTUNITY
                    FUND          FUND          FUND
----------------------------------------------------------
     2000       $      10,000      N/A  $      18,333

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

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 Austin  Opportunity  Fund's and U.S.  Opportunity Fund's Annual
Report to Shareholders for the periods from each Fund's inception  through March
31, 2000. The Funds will provide the Annual Report without charge by calling the
Funds at  1-888-336-9757.  As of March 31, 2000, the Texas  Opportunity Fund had
not yet commenced operations.




<PAGE>


AMERIPRIME FUNDS

PART C.     OTHER INFORMATION
            -----------------

Item 23.  Exhibits

(a)   Articles of Incorporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) Investment Advisory Contracts.

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

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

(iii) Copy of Registrant's  Management  Agreement with GLOBALT,  Inc., advisor
to  GLOBALT  Growth  Fund,  which  was  filed as an  Exhibit  to  Registrant's
Post-Effective Amendment No. 11, is hereby incorporated by reference.

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

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

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


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


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

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

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

(xi)  Copy of Registrant's  proposed Management Agreement with Paul B. Martin,
Jr. d/b/a Martin  Capital  Advisors,  advisor to the Texas  Opportunity  Fund,
which was filed as an Exhibit to  Registrant's  Post-Effective  Amendment  No.
17, is hereby incorporated by reference.

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

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

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

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

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

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


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

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


(xx)  Copy  of  Registrant's  Management  Agreement  with  Columbia  Partners,
L.L.C.,  Investment Management,  advisor to the Columbia Partners Equity Fund,
which was filed as an Exhibit to  Registrant's  Post-Effective  Amendment  No.
31, is hereby incorporated by reference.

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

(xxii)      Copy of  Registrant's  Management  Agreement with Ariston  Capital
Management  Corporation,  advisor to the Ariston Convertible  Securities Fund,
which was filed as an Exhibit to  Registrant's  Post-Effective  Amendment  No.
27, is hereby incorporated by reference.

(xxiii)     Copy of  Registrant's  Management  Agreement  with Leader  Capital
Corp.,  advisor to the Leader  Converted  Mutual Bank Fund, which was filed as
an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  29,  is  hereby
incorporated by reference.

(xxiv)      Registrant's   Management   Agreement   with   Shepherd   Advisory
Services,  Inc.,  advisor to the Shepherd  Values VIF Equity  Fund,  which was
filed as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  31, is
hereby incorporated by reference.

(xxv)  Registrant's  Management  Agreement  with Shepherd  Advisory  Services,
Inc.,  advisor to the Shepherd Values  Small-Cap  Fund,  which was filed as an
Exhibit  to   Registrant's   Post-Effective   Amendment   No.  31,  is  hereby
incorporated by reference.

(xxvi)      Registrant's   Management   Agreement   with   Shepherd   Advisory
Services,  Inc., advisor to the Shepherd Values  International Fund, which was
filed as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  31, is
hereby incorporated by reference.

(xxvii)     Registrant's   Management   Agreement   with   Shepherd   Advisory
Services,  Inc.,  advisor to the Shepherd Values Fixed Income Fund,  which was
filed as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  31, is
hereby incorporated by reference.

(xxviii)    Sub-Advisory  Agreement between Shepherd Advisory  Services,  Inc.
and Cornerstone Capital Management,  Inc.,  sub-advisor to the Shepherd Values
VIF Equity Fund, which was filed as an Exhibit to Registrant's  Post-Effective
Amendment No. 34, is hereby incorporated by reference.

(xxix)      Sub-Advisory  Agreement between Shepherd Advisory  Services,  Inc.
and  Templeton  Portfolio   Advisory,   sub-advisor  to  the  Shepherd  Values
International   Fund,   which  was  filed  as  an  Exhibit   to   Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.

(xxx) Sub-Advisory  Agreement  between Shepherd  Advisory  Services,  Inc. and
Nicholas-Applegate  Capital  Management,  sub-advisor  to the Shepherd  Values
Small-Cap Fund,  which was filed as an Exhibit to Registrant's  Post-Effective
Amendment No. 34, is hereby incorporated by reference.

(xxxi)      Sub-Advisory  Agreement between Shepherd Advisory  Services,  Inc.
and Potomac  Asset  Management  Company,  Inc.,  sub-advisor  to the  Shepherd
Values  Fixed  Income  Fund,  which was filed as an  Exhibit  to  Registrant's
Post-Effective Amendment No. 34, is hereby incorporated by reference.


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

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


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

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

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

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

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

(e)   Underwriting Contracts.

(i)   Copy of Registrant's  Amended and Restated  Underwriting  Agreement with
AmeriPrime  Financial  Securities,  Inc.,  which  was filed as an  Exhibit  to
Registrant's  Post-Effective  Amendment  No.  8,  is  hereby  incorporated  by
reference.

(ii) Copy of  Registrant's  Exhibit A to the Amended and  Restated  Underwriting
Agreement,  which  was  filed  as  an  Exhibit  to  Registrant's  Post-Effective
Amendment No. 40, is hereby incorporated by reference.

(f) Bonus or Profit Sharing Contracts.  None.

(g) Custodian Agreements.

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


(ii)  Copy of  Registrant's  Appendix B to the Agreement  with the  Custodian,
Firstar Bank, N.A., is filed herewith.

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


(h)  Other  Material  Contracts.  Copy  of  Registrant's  Agreement  with  the
Administrator,  AmeriPrime  Financial  Services,  Inc.,  which was filed as an
Exhibit  to   Registrant's   Post-Effective   Amendment   No.  11,  is  hereby
incorporated by reference.

(i) Legal Opinion.

(i)   Opinion  of Brown,  Cummins & Brown Co.,  L.P.A.,  which was filed as an
      Exhibit  to  Registrant's  Post-Effective  Amendment  No.  9, is  hereby
      incorporated by reference.

(ii)  Opinion  of Brown,  Cummins & Brown Co.,  L.P.A.,  which was filed as an
      Exhibit  to  Registrant's  Post-Effective  Amendment  No.  29, is hereby
      incorporated by reference.

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

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

(j)   Other Opinions.

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

(k)  Omitted Financial Statements.  None.

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

(m) Rule 12b-1 Plan.

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


(n)   Rule 18f-3 Plan.

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

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

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

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


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

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


(o) Reserved.

(p) Codes of Ethics.

(i)   Copy of  Registrant's  Code of Ethics,  which was filed as an Exhibit to
Registrant's  Post-Effective  Amendment  No.  40,  is hereby  incorporated  by
reference.

(ii)  Copy of  Registrant's  Code of  Ethics  Type J,  which  was  filed as an
Exhibit  to   Registrant's   Post-Effective   Amendment   No.  40,  is  hereby
incorporated by reference.

(iii) Copy of  Registrant's  Code of  Ethics  Type D,  which  was  filed as an
Exhibit  to   Registrant's   Post-Effective   Amendment   No.  40,  is  hereby
incorporated by reference.

(q) Powers of Attorney

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

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

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


(iv)  Power of Attorney for the Treasurer of the Trust is filed herewith.


Item 24.  Persons  Controlled by or Under Common  Control with the Registrant
--------  --------------------------------------------------------------------
(As of July 14, 2000)
---------------------


(a) Carl Domino may be deemed to control the Carl Domino Equity Income Fund as a
    result of his beneficial ownership of the Fund (29.88%).  Carl Domino may be
    deemed to control the Domino  Global  Equity  Income Fund as a result of his
    beneficial  ownership  of the Fund  (75.96%).  Carl  Domino may be deemed to
    control the Domino  Growth Fund as a result of his  beneficial  ownership of
    the Fund  (68.04%).  Carl Domino  controls Carl Domino  Associates,  L.P. (a
    Florida limited  partnership)  because he controls the general partner. As a
    result,  Carl Domino  Associates,  L.P.,  the Domino Equity Income Fund, the
    Domino Growth Fund and the Domino Global Equity Income Fund may be deemed to
    be under the common control of Carl Domino.

(b)   Charles L.  Dobson,  may be deemed to control  the Dobson  Covered  Call
    Fund  as a  result  of his  beneficial  ownership  of the  Fund  (72.84%).
    Charles L. Dobson controls Dobson Capital  Management,  Inc. (a California
    corporation)  because  he owns 100% of its  shares.  As a  result,  Dobson
    Capital  Management,  Inc.  and the Fund  may be  deemed  to be under  the
    common control of Charles L. Dobson.

(c)   J.  Jeffrey  Auxier may be deemed to control the Auxier  Focus Fund as a
    result  of his  beneficial  ownership  of the Fund  (48.83%).  J.  Jeffrey
    Auxier controls Auxier Asset Management,  LLC (an Oregon limited liability
    company)  because he owns a majority  of its shares.  As a result,  Auxier
    Asset  Management,  LLC and the Fund may be deemed to be under the  common
    control of J. Jeffrey Auxier.

(d)   Roger E. King may be deemed to  control  the  Fountainhead  Kaleidoscope
    Fund as a result of his beneficial  ownership of the Fund (29.50%).  Roger
    E. King  controls King  Investment  Advisors,  Inc. (a Texas  corporation)
    because he owns a majority of its  shares.  As a result,  King  Investment
    Advisors,  Inc. and the Fund may be deemed to be under the common  control
    of Roger E. King.

(e)   T. Layng  Guerriero  may be deemed to control the  Westcott  Nothing But
    Net Fund as a result of his  beneficial  ownership  of the Fund  (95.43%).
    T.  Layng  Guerriero  controls  Aegis  Asset  Management,  Inc.  (a  Texas
    Corporation)  because  he owns a  majority  of its  shares.  As a  result,
    Aegis Asset  Management,  Inc.  and the Fund may be deemed to be under the
    common control of T. Layng Guerriero.



Item 25.      Indemnification

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

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

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

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

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

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

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

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

Item 26.  Business and Other Connections of Investment Advisor

A.    Carl Domino  Associates,  L.P., 580 Village  Boulevard,  Suite 225, West
Palm Beach, Florida 33409,  ("CDA"),  Advisor to the Carl Domino Equity Income
Fund,  the Carl Domino  Growth Fund and the Carl Domino  International  Global
Equity Income Fund, is a registered investment advisor.

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

(2) The following list sets forth other substantial  business  activities of the
partners and officers of CDA during the past two years:

(a)   Lawrence  Katz,  a partner in CDA, is an  orthopedic  surgeon in private
practice.

(b) Saltzman Partners,  a partner in CDA, is a limited  partnership that invests
in companies and businesses.

(c)   Cango  Inversiones,  SA, a partner in CDA, is a foreign  business entity
that invests in U.S. companies and businesses.

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

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

(2) The following list sets forth other substantial  business  activities of the
directors and officers of King during the past two years:

(a)   John Servis, a director of JKA King, is a licensed real estate broker.

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

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

(2) The following list sets forth other substantial  business  activities of the
officers and directors of GLOBALT during the past two years:

(a)   Gregory S. Paulette,  an officer of GLOBALT, is the president of GLOBALT
Capital Management, a division of GLOBALT.

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

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

(2)   The following list sets forth other substantial  business  activities of
the directors and officers of IMS during the past two years: None.

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

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

(2) The following list sets forth other substantial  business  activities of the
directors and officers of CommonWealth during the past two years:

(a) Walter A. Morales,  President/Chief  Investment  Officer of CommonWealth was
the Director of an insurance/broadcasting corporation, Guaranty Corporation, 929
Government  Street,  Baton Rouge,  Louisiana  70802 from August 1994 to February
1996. From September 1994 through the present, a registered  representative of a
Broker/Dealer company,  Securities Service Network, 2225 Peters Road, Knoxville,
Tennessee 37923. Beginning August 1995 through the present, an instructor at the
University of Southwestern Louisiana in Lafayette, Louisiana.

F.    Corbin & Company,  1320 S.  University  Drive,  Suite 406,  Fort  Worth,
Texas 76107,  ("Corbin"),  Advisor to the Corbin  Small-Cap  Value Fund,  is a
registered investment advisor.

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

(2)   The following list sets forth other substantial  business  activities of
the directors and officers of Corbin during the past two years: None.

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

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

(2)   The following list sets forth other substantial  business  activities of
the directors and officers of Spectrum during the past two years: None.

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

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

(2)   The following list sets forth other substantial  business  activities of
the directors and officers of Jumper during the past two years: None.

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

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

(2)   The following list sets forth other substantial  business  activities of
the directors and officers of AAM during the past two years: None.

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

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

(2)   The following list sets forth other substantial  business  activities of
the directors and officers of Martin during the past two years: None.

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

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

(2)   The following list sets forth other substantial  business  activities of
the directors and officers of GJMB during the past two years: None.

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

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

(2) The following list sets forth other substantial  business  activities of the
directors and officers of Dobson during the past two years:

(a) Charles L.  Dobson,  President  of Dobson,  was the Director of Trading with
Analytic/TSA  Global Asset  Management,  700 S. Flower  Street,  Suite 2400, Los
Angeles CA, from 1996 to 1998.

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

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

(1)   The following list sets forth other substantial business activities of the
      directors and officers of Auxier during the past two years:

(a)   Jeffrey  Auxier,  Managing  Member  of  Auxier,  was a Senior  Portfolio
Management Director with Smith Barney, Inc. until 1998.

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

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

(2)   Information  with  respect to each  officer  and  director  of Shepherd is
      incorporated  by reference to Schedule D of Form ADV filed by it under the
      Investment Advisors Act (File No. 801-56708).

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

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

(2) The following list sets forth other substantial  business  activities of the
directors and officers of Columbia during the past two years:

(a) Rhys H. Williams,  a principal of Columbia,  has been a portfolio manager at
Columbia since late 1997.  Prior to that time, Mr.  Williams was the Senior Vice
President at Prudential Securities in Philadelphia, PA since 1987.

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

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

2.    The following list sets forth other substantial business activities of the
      directors and officers of CMS during the past two years:

(a) David W.  Reavill,  Member of CMS,  was a Vice  President  with Fixed Income
Discount Advisory Corp., Shrewsbury,  MA, a money market firm, from 1997 to 1998
and a Vice President of Reich & Tang, LLC, Westlake Village,  CA, a money market
firm, from 1996 to 1997.

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

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

2.    The following list sets forth other substantial  business  activities of
the directors and officers of Ariston during the past two years: None.

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

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

2.    The following list sets forth other substantial business activities of the
      directors and officers of Leader during the past two years:

(a)   John Lekas,  President  of Leader,  was a registered  representative  with
      Smith Barney from July 1993 to November 1997.

(b)   Jason McMillen,  Vice President of Leader,  was a research  assistant with
      Smith Barney from December 1996 to December 1997.

(c)   Carey Guenther, Secretary of Leader, was a customer account representative
      with Columbia Funds from July 1997 to January, 1998.

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

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

2.    The following list sets forth other substantial business activities of the
      directors and officers of Aegis during the past two years:

(a)   Thomas Layng  Guerriero,  President of Aegis,  has been the President of
Westcott Securities, L.L.C., a broker/dealer, from April 1998 to the present.

Item 27.  Principal Underwriters


A.    AmeriPrime  Financial  Securities,  Inc., is the Registrant's  principal
      underwriter.  Kenneth D. Trumpfheller,  1793 Kingswood Drive, Suite 200,
      Southlake,  Texas 76092,  is the  President,  Secretary and Treasurer of
      the  underwriter  and  the  President,  Treasurer  and  Secretary  and a
      Trustee  of  the  Registrant.   It  is  also  the  underwriter  for  the
      AmeriPrime  Insurance  Trust,  AmeriPrime  Advisors  Trust,  the Kenwood
      Funds,  the Rockland  Funds  Trust,  the 10K  SmartTrust  and the TANAKA
      Funds, Inc.


B.    Information  with  respect to each  director  and officer of  AmeriPrime
      Financial  Securities,  Inc. is  incorporated by reference to Schedule A
      of Form BD filed by it under the  Securities  Exchange Act of 1934 (File
      No. 8-48143).
C.    Not applicable.


Item 28.  Location of Accounts and Records


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


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

      None.

Item 30.  Undertakings

      None.




<PAGE>





SIGNATURES


      Pursuant  to the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the requirements for  effectiveness  of this  Registration  Statement under Rule
485(b) under the Securities Act and has duly caused this Registration  Statement
to be signed on its behalf by the undersigned,  duly authorized,  in the City of
Cincinnati, State of Ohio, on the 31st day of July, 2000.


                                AmeriPrime Funds

                                By: __/s/_________________________________
                                    Donald S. Mendelsohn,
                                    Attorney-in-Fact

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

Kenneth D. Trumpfheller,*
President, Treasurer and Trustee

                                *By: __/s/________________________________
                                     Donald S. Mendelsohn,
Gary E. Hippensteil,* Trustee        Attorney-in-Fact

Steve L. Cobb,* Trustee                July 31, 2000




<PAGE>


                                  EXHIBIT INDEX

1.    Appendix to Custodian Agreement with Firstar Bank, N.A........EX-99.23.g
2.    Consent of Counsel............................................EX-99.23.i
3. Consent of Auditors..............................................EX-99.23.j
4. Power of Attorney for Treasurer..................................EX-99.23.q



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