AMERIPRIME FUNDS, 497, 2000-04-27

AMERIPRIME FUNDS
497, 2000-04-27

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AAM EQUITY FUND

PROSPECTUS

MARCH 1, 2000

INVESTMENT OBJECTIVE:
Long-term capital appreciation

1018 Kanawha Blvd., East, Suite 309

Charleston, West Virginia 25301

(888) 905-2283

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

TABLE OF CONTENTS

PAGE

ABOUT THE FUND.................................................................3

FEES AND EXPENSES OF INVESTING IN THE FUND.....................................5

HOW TO BUY SHARES..............................................................6

HOW TO REDEEM SHARES...........................................................8

DETERMINATION OF NET ASSET VALUE...............................................9

DIVIDENDS, DISTRIBUTIONS AND TAXES.............................................9

MANAGEMENT OF THE FUND........................................................10

FINANCIAL HIGHLIGHTS..........................................................11

FOR MORE INFORMATION..................................................Back Cover

<PAGE>

ABOUT THE FUND

INVESTMENT OBJECTIVE

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

PRINCIPAL STRATEGIES

The Fund invests primarily in a diversified portfolio of common stocks
of U.S. companies with market capitalizations of $1 billion or more. The Fund's
advisor selects stocks that it believes offer growth opportunities at a
reasonable price, based on several criteria, including:

o price-earnings ratio;
o rate of earnings growth;
o management stability (based on information from the company's public
records);
o past financial stability;
o the company's position in its industry (based on current and projected
sales); and
o dividend record.

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

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

PRINCIPAL RISKS OF INVESTING IN THE FUND

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

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

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

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

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

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o Long-term investors seeking a fund with a capital appreciation investment
strategy

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

<PAGE>

GENERAL

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

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

HOW THE FUND HAS PERFORMED

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

[Bar chart inserted here]
1999 13.76%

During the period shown, the highest return for a quarter was 10.73% (4th
quarter, 1999); and the lowest return was -6.63% (3rd quarter, 1999).

AVERAGE ANNUAL TOTAL RETURNS:

One Year Since Inception

The Fund 13.76% 10.23%
S&P 500 Index 21.04% 20.41%
Dow Jones Industrial Average 27.20% 20.08%

<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............................................................1.15%
Distribution (12b-1) Fees...................................................NONE
Other Expenses ............................................................0.20%
Total Annual Fund Operating Expenses1 .....................................1.35%

1For the fiscal year ended October 31, 1999, the Fund's advisor reimbursed
expenses to maintain total annual fund operating expenses at 1.15%. The
advisor intends, but is not required, to reimburse expenses to maintain
total annual expenses at 1.15% through February 28, 2001.

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
------ -------- ------- --------
$138 $430 $744 $1,632

HOW TO BUY SHARES

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

INITIAL PURCHASE

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

Mail the application and check to:

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

<PAGE>

BY WIRE- You may also purchase shares of the Fund by wiring federal
funds from your bank, which may charge you a fee for doing so. To wire money,
you must call Unified Fund Services, Inc. the Fund's transfer agent at (888)
905-2283 to set up your account and obtain an account number. You should be
prepared at that time to provide the information on the application. Then,
provide your bank with the following information for purposes of wiring your
investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: AAM Equity Fund

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

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

ADDITIONAL INVESTMENTS

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

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

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

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

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

OTHER PURCHASE INFORMATION

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

HOW TO REDEEM SHARES

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

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

AAM Equity Fund

c/o Unified Fund Services, Inc.

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

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

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at (888) 905-2283. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

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

ADDITIONAL INFORMATION - If you are not certain of the
requirements for a redemption please call the Fund's transfer agent at (888)
905-2283. Redemptions specifying a certain date or share price cannot be
accepted and will be returned. You will be mailed the proceeds on or before the
fifth business day following the redemption. However, payment for redemption
made against shares purchased by check will be made only after the check has
been collected, which normally may take up to fifteen calendar days. Also, when
the New York Stock Exchange is closed (or when trading is restricted) for any
reason other than its customary weekend or holiday closing, or under any
emergency circumstances (as determined by the Securities and Exchange
Commission) the Fund may suspend redemptions or postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$2,500 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

DETERMINATION OF NET ASSET VALUE

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

Early each year, the Fund will mail to you a statement setting forth
the federal income tax information for all distributions made during the
previous year. If you do not provide your taxpayer identification number, your
account will be subject to backup withholding. The tax considerations described
in this section do not apply to tax-deferred accounts or other non-taxable
entities. Because each investor's tax circumstances are unique, please consult
with your tax advisor about your investment.

MANAGEMENT OF THE FUND

Appalachian Asset Management, Inc., 1018 Kanawha Blvd., East, Suite
309, Charleston, West Virginia 25301 serves as investment advisor to the Fund.
As of January 1, 2000, the advisor manages over $36 million in assets, and
provides equity, balanced account, and fixed income portfolios for individual,
pension and profit sharing plans, endowments, foundations, municipalities,
trusts and corporations. During the Fiscal year ended October 31, 1999, the Fund
paid the advisor a fee equal to [1.15%] of its average daily net assets.

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

The Fund's 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 (including organizational 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 "servicing fee" for performing certain
administrative functions for Fund shareholders to the extent these institutions
are allowed to do so by applicable statute, rule or regulation.

<PAGE>

FINANCIAL HIGHLIGHTS

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

<TABLE>

<S> <C> <C>
YEAR PERIOD
ENDED ENDED

OCTOBER 31, OCTOBER 31,
1999 1998 (A)
---------------------- -----------------
SELECTED PER SHARE DATA

Net asset value, beginning of period $ 9.43 $ 10.00
---------------------- -----------------
Income from investment operations
Net investment income 0.05
Net realized and unrealized gain (loss) 1.53
(0.60)

---------------------- -----------------
Total from investment operations 1.58
---------------------- -----------------
Distribution to shareholders from
net investment income (0.02)
-
---------------------- -----------------

Net asset value, end of period $ 10.99 $ 9.43
====================== =================

TOTAL RETURN (b) 16.74% (5.70)%

RATIOS AND SUPPLEMENTAL DATA

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

(a) June 30, 1998 (commencement of operations) to October 31, 1998
(b) For periods of less than a full year, total returns are not annualized.
(c) Annualized

</TABLE>

<PAGE>

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 888-905-2283 to request free copies of the SAI and the
Fund's annual and semi-annual reports, to request other information about the
Fund and to make shareholder inquiries.

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

Investment Company Act #811-9096

<PAGE>

AAM EQUITY FUND

STATEMENT OF ADDITIONAL INFORMATION

March 1, 2000

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

TABLE OF CONTENTS

PAGE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

DESCRIPTION OF THE TRUST AND FUND

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

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

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

As of December 31, 1999, the following persons are the record owners of
five percent (5%) or more of the Fund: National Financial Services Corp., 200
Liberty Street, 5th Floor, New York, New York - 58.00%; Davenport & Company LLC,
P.O. Box 85678, Richmond, VA - 8.68%; National Investor Services Corp., 55 Water
Street, 32nd Floor, New York, New York - 5.73%.

As of December 31, 1999, the officers and trustees as a group own less
than one percent of the Fund.

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

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

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

C. Restricted and Illiquid Securities. The portfolio of the Fund may
contain illiquid securities. Illiquid securities generally include securities
which cannot be disposed of promptly and in the ordinary course of business
without taking a reduced price. Securities may be illiquid due to contractual or
legal restrictions on resale or lack of a ready market. The following securities
are considered to be illiquid: repurchase agreements and reverse repurchase
agreements maturing in more than seven days, nonpublicly offered securities and
restricted securities. Restricted securities are securities the resale of which
is subject to legal or contractual restrictions. Restricted securities may be
sold only in privately negotiated transactions, in a public offering with
respect to which a registration statement is in effect under the Securities Act
of 1933 or pursuant to Rule 144 or Rule 144A promulgated under such Act. Where
registration is required, the Fund may be obligated to pay all or part of the
registration expense, and a considerable period may elapse between the time of
the decision to sell and the time such security may be sold under an effective
registration statement. If during such a period adverse market conditions were
to develop, the Fund might obtain a less favorable price than the price it could
have obtained when it decided to sell. The Fund will not invest more than 5% of
its net assets in illiquid securities.

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

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

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

INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE INVESTMENT ADVISOR

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

Under the terms of the management agreement (the "Agreement"), the Advisor
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of the non-interested person trustees and extraordinary expenses
(including organizational expenses). As compensation for its management services
and agreement to pay the Fund's expenses, the Fund is obligated to pay the
Advisor a fee computed and accrued daily and paid monthly at an annual rate of
1.15% of the average daily net assets of the Fund. The Advisor may waive all or
part of its fee, at any time, and at its sole discretion, but such action shall
not obligate the Advisor to waive any fees in the future. For the period June
30,1998 (commencement of operations) through October 31, 1998 and the fiscal
year ended October 31, 1999, the Fund paid advisory fees of $8,847 and $43,749,
respectively.

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

The Advisor may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. 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.

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.

Name, Age and Address Position Principal Occupation During Past 5 Years
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Kenneth D. Trumpfheller President, President, Treasurer , and Secretary of AmeriPrime
1793 Kingswood Drive Secretary, Financial Services, Inc., the Fund's administrator, and
Suite 200 Treasurer, AmeriPrime Financial Securities, Inc., the Fund's
Southlake, TX 76092 and Trustee distributor, since 1994; President, Secretary, Treasurer and
Trustee of AmeriPrime Funds and
AmeriPrime Insurance Trust; prior to
December, 1994 a senior client
executive

Year of Birth: 1958 with SEI Financial Services.

- -----------------------------------------------------------------------------------------
Steve L. Cobb Trustee President of Chandler Engineering Company, L.L.C.,
2001 N. Indianwood Avenue oil and gas services company; various positions with
Broken Arrow, OK 74012 Carbo Ceramics, Inc., oil field manufacturing/ supply
company, from 1984 to 1997, most recently Vice President
Year of Birth: 1657 of Marketing

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

Year of Birth: 1947
- -----------------------------------------------------------------------------------------
</TABLE>

========================================================================
NAME AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST (THE TRUST IS

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

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

To the extent that the Trust and another of the Advisor's clients seek to
acquire the same security at about the same time, the Trust may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security. Similarly, the Trust may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if the other client desires to sell the same portfolio
security at the same time. On the other hand, if the same securities are bought
or sold at the same time by more than one client, the resulting participation in
volume transactions could produce better executions for the Trust. In the event
that more than one client wants to purchase or sell the same security on a given
date, the purchases and sales will normally be made by random client selection.
For the period June 30, 1998 (commencement of operations) through October 31,
1998 and the fiscal year ended October 31, 1999, the Fund paid brokerage
commissions of $10,562 and $19,595, respectively.

DETERMINATION OF SHARE PRICE

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

Securities which are traded on any exchange or on the NASDAQ over-the-counter
market are valued at the last quoted sale price. Lacking a last sale price, a
security is valued at its last bid price except when, in the Fund's 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 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.

<PAGE>

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

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

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

The Fund's investment performance will vary depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment companies or
investment vehicles. The risks associated with the Fund's investment objective,
policies and techniques should also be considered. At any time in the future,
investment performance may be higher or lower than past performance, and there
can be no assurance that any performance will continue. For the period June 30,
1998 (commencement of operations) through October 31, 1998, the Fund's total
return was 1.80%. For the year ended October 31, 1999, the Fund's average annual
total return was 7.44%.

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.

<PAGE>

CUSTODIAN

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

TRANSFER AGENT

Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis,
Indiana 46204, acts as the Fund's transfer agent and, in such capacity,
maintains the records of each Unified shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. For its
services as transfer agent, Unified receives a monthly fee from the Advisor of
$1.20 per shareholder (subject to a minimum monthly fee of $750). In addition,
Unified provides the Fund with fund accounting services, which includes certain
monthly reports, record-keeping and other management-related services. For its
services as fund accountant, Unified receives an annual fee from the Advisor
equal to 0.0275% of the Fund's assets up to $100 million, and 0.0250% of the
Fund's assets from $100 million to $300 million, and 0.0200% of the Fund's
assets over $300 million (subject to various monthly minimum fees, the maximum
being $2,000 per month for assets of $20 to $100 million). For the period June
30, 1998 (commencement of operations) through October 31, 1998 and the fiscal
year ended October 31, 1999, Unified received $4,800 and $8,800, respectively,
from the Advisor (not the Fund) for these fund accounting services.

ACCOUNTANTS

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

DISTRIBUTOR

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

ADMINISTRATOR

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

For the period June 30, 1998 (commencement of operations) through October 31,
1998 and the fiscal year ended October 31, 1999, the Administrator received
$10,000 and $30,000, respectively from the Advisor (not the Fund) for these
services.

FINANCIAL STATEMENTS

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

<PAGE>

ARISTON CONVERTIBLE SECURITIES FUND

PROSPECTUS

MARCH 8, 2000

INVESTMENT OBJECTIVE:
Total return

40 Lake Bellevue Drive, Suite 220
Bellevue, Washington 98005

For Information, Shareholder Services and Requests:
Toll Free (888) 387-2273

TABLE OF CONTENTS

PAGE

ABOUT THE FUND.................................................................3

FEES AND EXPENSES OF INVESTING IN THE FUND.....................................6

HOW TO BUY SHARES..............................................................7

HOW TO REDEEM SHARES...........................................................9

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

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

MANAGEMENT OF THE FUND........................................................12

OTHER INVESTMENT INFORMATION..................................................12

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

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

<PAGE>

ABOUT THE FUND

INVESTMENT OBJECTIVE

The investment objective of the Ariston Convertible Securities Fund is
total return.

PRINCIPAL STRATEGIES

Under normal circumstances, the Fund will invest at least 65% of its
total assets in a diversified portfolio of convertible securities (i.e.,
convertible into shares of common stock). Types of convertible securities
include convertible bonds, convertible preferred stocks, exchangeable bonds,
zero coupon bonds and warrants. The convertible securities acquired by the Fund
may include a significant amount of high yield securities (commonly known as
"junk bonds") rated as low as B by Moody's Investors Service, Inc. ("Moody's")
or Standard and Poor's Corporation ("S&P") or, if unrated, of comparable quality
in the opinion of the advisor.

Convertible securities are considered by the advisor to be an
attractive investment vehicle for the Fund because they combine the benefits of
higher and more stable income than the underlying common stock generally
provides, with the potential of profiting from an appreciation in the value of
the underlying security. While convertible securities generally offer lower
interest or dividend yields than non-convertible debt securities of similar
quality, they do enable the investor to benefit from the increase in the market
price of the underlying common stock. The Fund's advisor selects convertible
securities based on the business fundamentals (such as earnings growth and
revenue growth) of the underlying company and its industry, overall portfolio
diversification goals, and creditworthiness of the underlying company. Common
stock received upon conversion or exchange of such securities will either be
sold in an orderly manner or held by the Fund.

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 Fund's advisor believes that the
business fundamentals of the underlying common stock and its convertible
security are deteriorating, the convertible security is called, there are more
attractive alternative issues, general market conditions are adverse, or to
maintain portfolio diversification.

PRINCIPAL RISKS OF INVESTING IN THE FUND

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

o COMPANY RISK. When the market price of a common stock underlying a
convertible security decreases in response to the activities and financial
prospects of the company, the value of the convertible security will also
decrease. The value of an individual company can be more volatile than the
market as a whole.

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 companies and weakness in
this sector could result in significant losses to the Fund. Technology
companies may be significantly affected by falling prices and profits and
intense competition, and their products may be subject to rapid
obsolescence.

o INTEREST RATE RISK. The value of your investment may decrease when interest
rates rise. Convertible securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective
maturities.

o HIGH YIELD RISK. The Fund may be subject to greater levels of interest
rate, credit and liquidity risk than funds that do not invest in junk
bonds. Junk bonds are considered predominantly speculative with respect to
the issuer's continuing ability to make principal and interest payments. An
economic downturn or period of rising interest rates could adversely affect
the market for junk bonds and reduce the Fund's ability to sell its junk
bonds (liquidity risk). See "High Yield Debt Securities" on page 8 for a
more detailed discussion of these lower rated securities.

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

o 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 total return strategy

o Investors who can tolerate the greater risks associated with junk bonds

HOW THE FUND HAS PERFORMED

On April 30, 1999, the Fund acquired the assets and
liabilities of the Lexington Convertible Securities Fund in a tax-free
reorganization. The Fund is a continuation of the Lexington fund and, therefore,
the bar chart shows changes in the Fund's returns since the inception of the
Lexington fund. The table shows how the Fund's average annual total returns
(which include the Lexington fund) compare over time to those of a broad-based
securities market index.

[Bar chart inserted here]
1990 -3.39%
1991 45.06%
1992 12.82%
1993 6.53%
1994 1.30%
1995 18.63%
1996 4.89%
1997 13.16%
1998 2.09%
1999 94.61%

During the period shown, the highest return for a quarter was 67.46% (4th
quarter, 1999); and the lowest return was -16.04% (3rd quarter, 1998).

AVERAGE ANNUAL TOTAL RETURNS:
<TABLE>

<S> <C> <C> <C>
One Year Five Year Ten Year

Ariston Convertible Securities Fund 94.61% 22.84% 16.92%
Russell 2000 Index 20.93% 16.62% 13.38%
Lehman Brothers Government/Corp Bond Index -2.16% 7.60% 7.65%
</TABLE>

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.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) 1
Management Fees1...........................................................2.22%
Distribution (12b-1) Fees2.................................................0.00%
Other Expenses1 ...........................................................0.03%
Total Annual Fund Operating Expenses ......................................2.25%

1 Expenses have been restated to reflect current fees. Management Fees and
Other Expenses are estimated for the fiscal year ending December 31, 2001.

2 12b-1 fees may not exceed 0.25% annually.

Example:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$231 $711 $1217 $2607

HOW TO BUY SHARES

The minimum initial investment in the Fund is $1,000 and minimum
subsequent investments are $50. The Fund 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.

INITIAL PURCHASE

Mail the application and check to:

U.S. MAIL: OVERNIGHT:
Ariston Convertible Ariston Convertible
Securities Fund Securities 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

<PAGE>

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
888-387-2273 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: Ariston Convertible Securities Fund
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)
D.D.A.#821601382

You must mail a signed application to the Fund, 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 Ariston Convertible
Securities Fund

Checks should be sent to the Ariston Convertible Securities Fund at the address
listed above. A bank wire should be sent as outlined above.

AUTOMATIC INVESTMENT PLAN

DISTRIBUTION PLAN

The Fund has adopted a plan under Rule 12b-1 that allows the Fund to
pay distribution fees for the sale and distribution of its shares and allows the
Fund to pay for services provided to shareholders. Shareholders of the Fund pay
annual 12b-1 expenses of up to 0.25%. Because these fees are paid out of the
Fund's assets on an on-going basis, over time, these fees will increase the cost
of your investment, and may cost you more than paying other types of sales
charges.

<PAGE>

TAX SHELTERED RETIREMENT PLANS

OTHER PURCHASE INFORMATION

The Fund has authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on its behalf
purchase and sell orders. The Fund is deemed to have received an order when the
authorized person or designee accepts the order, and the order is processed at
the net asset value next calculated thereafter. It is the responsibility of the
broker-dealer or other financial institution to transmit orders promptly to the
Fund's transfer agent.

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:

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at 888-387-2273. 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
888-387-2273. 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
$1,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

DETERMINATION OF NET ASSET VALUE

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

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.

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

Ariston Capital Management, Corporation, 40 Lake Bellevue Drive, Suite
220, Bellevue, Washington 98005 serves as investment advisor to the Fund. The
advisor was founded in 1977 and provides investment management to client
portfolios that include individuals, corporations, pension and profit sharing
plans and other qualified retirement plan accounts, and as of December 31, 1999
manages over $45 million in assets.

Richard B. Russell, President and controlling shareholder of the
advisor, has been primarily responsible for the day-to-day management of the
Fund's portfolio since its inception. Mr. Russell is a graduate of the School of
Business at the University of Washington and has completed additional training
at the New York Institute of Finance. He has spent his entire professional
career as an independent money manager, dating from 1972. Before founding
Ariston in 1977, he was a full-time manager of private family assets.

The Fund is authorized to pay the advisor a fee equal to an annual
average rate of 2.25% of its average daily net assets, less the amount of its
12b-1 expenses and fees and expenses of non-interested person trustees. 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.

OTHER INVESTMENT INFORMATION

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, U.S. government 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.

CONVERTIBLE SECURITIES

Convertible securities are securities that may be exchanged or
converted into a predetermined number of the issuer's underlying common shares,
the common shares of another company or that are indexed to an unmanaged market
index at the option of the holder during a specified time period. Convertible
securities may take the form of convertible preferred stock, convertible bonds
or debentures, stock purchase warrants, zero-coupon bonds or liquid-yield option
notes, Eurodollar convertible securities, convertible securities of foreign
issuers, stock index notes, or a combination of the features of these
securities. Prior to conversion, convertible securities have the same general
characteristics as non-convertible debt securities and provide a stable stream
of income with generally higher yields than those of equity securities of the
same or similar issuers. When the market price of a common stock underlying a
convertible security increases, the price of the convertible security
increasingly reflects the value of the underlying common stock, and may rise
accordingly. As the market price of the underlying common stock declines,
convertible securities tend to trade increasingly on a yield basis, and thus,
may not depreciate to the same extent as the underlying common stock.
Convertible securities are ranked senior to common stock on an issuer's capital
structure and they are usually of higher quality and normally entail less risk
than the issuer's common stock, although the extent to which risk is reduced
depends in large measure to the degree to which convertible securities sell
above their value as fixed income securities.

HIGH YIELD DEBT SECURITIES

High yield debt securities in which the Fund may invest (rated Ba or B)
are commonly referred to as "junk bonds." The economy and interest rates affect
junk bonds differently from other securities. The prices of junk bonds have been
found to be more sensitive to interest rate changes than higher-rated
investments, and more sensitive to adverse economic changes or individual
corporate developments. Also, during an economic downturn or substantial period
of rising interest rates, highly leveraged issuers may experience financial
stress, which would adversely affect their ability to service their principal
and interest payment obligations to meet projected business goals, and to obtain
additional financing. If the issuer of a security defaulted, the Fund may incur
additional expenses to seek recovery. In addition, periods of economic
uncertainty and changes can be expected to result in increased volatility of
market prices of junk bonds and the Fund's net asset value. To the extent that
there is no established retail secondary market, there may be thin trading of
junk bonds, and this may have an impact on the advisor's ability to accurately
value junk bonds and on the Fund's ability to dispose of the securities. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of junk bonds, especially in a
thinly traded market.

There are risks involved in applying credit ratings as a method for
evaluating junk bonds. For example, credit ratings evaluate the safety of
principal and interest payments, not market value of junk bonds. Also, since
credit rating agencies may fail to timely change the credit ratings to reflect
subsequent events, the advisor will continuously monitor the issuers of junk
bonds in the Fund to determine if the issuers will have sufficient cash flow and
profits to meet required principal and interest payments, and to assure the
securities' liquidity.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table below includes audited information for
the fiscal year ended December 31, 1999. The information is derived from the
audited financial statements of the Fund included in the Fund's Annual Report,
which is available upon request and without charge. The table also includes
audited information of the Lexington Convertible Securities Fund (the Fund's
predecessor) for the fiscal years ended December 31, 1995 through 1998, which
were audited by the predecessor fund's independent auditors. The Fund's annual
report for the most recent fiscal year includes a discussion of the Fund's
performance (including the performance of the predecessor fund). It is available
from the Fund upon request and without charge.

YEARS ENDED DECEMBER 31,
<S> <C> <C> <C> <C> <C>
--------------------------------------------------------------
1999 1998 1997 1996 1995
--------------------------------------------------------------
SELECTED PER SHARE DATA

Net asset value, beginning of period $ 15.36 $ 15.08 $ 13.66 $ 13.66 $ 11.84
--------------------------------------------------------------
Income from investment operations:

Net investment income (loss) (0.11) -- 0.11 0.11 0.15
Net realized and unrealized gain (loss)
on investments 14.49 0.31 1.68 0.55 2.04
--------------------------------------------------------------
--------------------------------------------------------------
Total from investment operations 14.38 0.31 1.79 0.66 2.19
--------------------------------------------------------------

Less distributions:
Distributions from net investment income -- -- (0.11) (0.11) (0.15)
Distributions from net realized gains (4.74) (0.03) (0.26) (0.55) (0.22)
--------------------------------------------------------------
---------------
Total distributions (4.74) (0.03) (0.37) (0.66) (0.37)
--------------------------------------------------------------
-----------------------------------------------
Net asset value, end of period $ 25.00 $ 15.36 $ 15.08 $ 13.66 $ 13.66
==============================================================

TOTAL RETURN 94.61% 2.09% 13.16% 4.89% 18.63%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000) $15,960 $10,385 $10,345 $11,208 $11,641
Ratio of expenses to average net assets 2.10% 2.32% 2.38% 2.39% 2.52%
Ratio of expenses to average net assets
before reimbursement 2.10% 2.32% 2.38% 2.39% 2.52%
Ratio of net investment income (loss) to
average net assets (0.59)% (0.13)% 0.79% 0.77% 1.24%
Ratio of net investment income (loss) to
average net assets before reimbursement (0.59)% (0.13)% 0.79% 0.77% 1.24%
Portfolio turnover rate 32.89% 27.79% 30.47% 18.45% 11.23%

</TABLE>

<PAGE>

FOR MORE INFORMATION

Call the Fund at 888-387-2273 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.

Investment Company Act #811-9096

<PAGE>

ARISTON CONVERTIBLE SECURITIES FUND

STATEMENT OF ADDITIONAL INFORMATION

January 30, 2000

This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus of Ariston Convertible
Securities Fund dated January 30, 2000. This SAI incorporates by reference the
Fund's Annual Report to Shareholders for the fiscal year ended December 31, 1999
("Annual Report"). A free copy of the Prospectus can be obtained by writing the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling 1-888-387-2273.

TABLE OF CONTENTS

PAGE

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

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

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

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

DISTRIBUTION PLAN............................................................8

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

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

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

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

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

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

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

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

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

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

<PAGE>

DESCRIPTION OF THE TRUST AND FUND

The Ariston Convertible Securities Fund (the "Fund") was organized as a
series of AmeriPrime Funds (the "Trust") February 24, 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 shareholders. Each share of a series represents an
equal proportionate interest in the assets and liabilities belonging to that
series with each other share of that series and is entitled to such dividends
and distributions out of income belonging to the series as are declared by the
Trustees. The shares do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have the authority from time to time to
divide or combine the shares of any series into a greater or lesser number of
shares of that series so long as the proportionate beneficial interest in the
assets belonging to that series and the rights of shares of any other series are
in no way affected. In case of any liquidation of a series, the holders of
shares of the series being liquidated will be entitled to receive as a class a
distribution out of the assets, net of the liabilities, belonging to that
series. Expenses attributable to any series are borne by that series. Any
general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.

As of December 31, 1999, the following persons may be deemed to
beneficially own or hold of record five percent (5%) or more of the Fund:
Charles Schwab & Co., Inc., . ("Schwab"), 101 Montgomery Street, San Francisco,
CA, 24.66%. Joseph B. Mohr, [Insert Address], 12.26%.

As of December 31, 1999, the officers and trustees as a group own less than one
percent of the Fund.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS
AND RISK CONSIDERATIONS

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

A. High Yield Debt Securities ("Junk Bonds"). The widespread expansion of
government, consumer and corporate debt within our economy has made the
corporate sector, especially cyclically sensitive industries, more vulnerable to
economic downturns or increased interest rates. An economic downturn could
severely disrupt the market for high yield securities and adversely affect the
value of outstanding securities and the ability of the issuers to repay
principal and interest.

The prices of high yield securities have been found to be more sensitive
to interest rate changes than higher-rated investments, and more sensitive to
adverse economic changes or individual corporate developments. Also, during an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress which would adversely affect
their ability to service their principal and interest payment obligations, to
meet projected business goals, and to obtain additional financing. If the issuer
of a security owned by the Fund defaulted, the Fund could incur additional
expenses to seek recovery. In addition, periods of economic uncertainty and
changes can be expected to result in increased volatility of market prices of
high yield securities and the Fund's net asset value. Furthermore, in the case
of high yield securities structured as zero coupon or pay-in-kind securities,
their market prices are affected to a greater extent by interest rate changes
and thereby tend to be more volatile than securities which pay interest
periodically and in cash. High yield securities also present risks based on
payment expectations. For example, high yield securities may contain redemption
of call provisions. If an issuer exercises these provisions in a declining
interest rate market, the Fund would have to replace the security with a lower
yielding security, resulting in a decreased return for investors. Conversely, a
high yield securities value will decrease in a rising interest rate market, as
will the value of the Fund's assets. If the Fund experiences unexpected net
redemption, this may force it to sell its high yield securities without regard
to their investment merits, thereby decreasing the asset based upon which the
Fun's expenses can be spread and possibly reducing the Fund's rate of return.

In addition, to the extent that there is no established retail secondary
market, there may be thin trading of high yield securities, and this may have an
impact on the Fund's ability to accurately value high yield securities and the
Fund's assets and on the Fund's ability to dispose of the securities. Adverse
publicity and investor perception, whether or not based on fundamental analysis,
may decrease the values and liquidity of high yield securities especially in a
thinly traded market.

New laws and proposed new laws may have an impact on the market for high
yield securities. For example, new legislation requiring federally-insured
savings and loan associations to divest their investments in high yield
securities and pending proposals designed to limit the use, or tax and other
advantages of high yield securities which, if enacted, could have a material
effect on the Fund's net asset value and investment practices.

There are also special tax considerations associated with investing in
high yield securities structured as zero coupon or pay-in-kind securities. For
example, the Fund reports the interest on these securities as income even though
it receives no cash interest until the security's maturity or payment date.
Also, the shareholders are taxed on this interest event if the Fund does not
distribute cash to them. Therefore, in order to pay taxes on this interest,
shareholders may have to redeem some of their shares to pay the tax or the Fund
may sell some of its assets to distribute cash to shareholders. These actions
are likely to reduce the Fund's assets and may thereby increase its expense
ratio and decrease its rate of return.

Finally, there are risks involved in applying credit ratings as method for
evaluating high yield securities. For example, credit ratings evaluate the
safety of principal and interest payments, not market value risk of high yield
securities. Also, since credit rating agencies may fail to timely change the
credit ratings to reflect subsequent events, the Fund (in conjunction with its
investment advisor) will continuously monitor the issuers of high yield
securities to determine if the issuers will have sufficient cash flow and
profits to meet required principal and interest payments, and to assure the
securities liquidity so the Fund can meet redemption requests.

A description of the rating categories is contained in the Appendix.

B. Warrants. The Portfolio may invest up to 5% of its total assets at the
time of purchase in warrants (not including those acquired in units or attached
to other securities). A warrant is a right to purchase common stock at a
specific price during a specified period of time. The value of a warrant does
not necessarily change with the value of the underlying security. Warrants do
not represent any rights to the assets of the issuing company. A warrant becomes
worthless unless it is exercised or sold before expiration. Warrants have no
voting rights and pay no dividends.

C. Options Transactions. The Fund may write (sell) covered call options
and may purchase put and call options on individual securities and securities
indices. A covered call option on a security is an agreement to sell a
particular portfolio security if the option is exercised at a specified price,
or before a set date. 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
the expiration of the option by making an offsetting purchase of an identical
option. Options on securities which the Fund sells (writes) will be covered or
secured, which means that it will own the underlying security (for a call
option) or (for an option on a stock index) will hold a portfolio of securities
substantially replicating the movement of the index (or, to the extent it does
not hold such a portfolio, will maintain a segregated account with the Custodian
of high quality liquid debt obligations equal to the market value of the option,
marked to market daily). When the Fund writes options, it may be required to
maintain a margin account, to pledge the underlying security or to deposit
liquid high quality debt obligations in a separate account with the Custodian.
When a Fund writes an option, the Fund profits from the sale of the option, but
gives up the opportunity to profit from any increase in the price of the stock
above the option price, and may incur a loss if the stock price falls. Risks
associated with writing covered call options include the possible inability to
effect closing transactions at favorable prices and an appreciation limit on the
securities set aside for settlement. When the Fund writes a covered call option,
it will receive a premium, but will assume the risk of loss should the price of
the underlying security fall below the exercise price.

D. Collateralized Short Sales The Fund may make short sales of common
stocks, provided they are "against the box," i.e., the Fund owns an equal amount
of such securities or owns securities that are convertible or exchangeable
without payment of further consideration into an equal or greater amount of such
common stock. The Fund may make a short sale when the Fund manager believes the
price of the stock may decline and for tax or other reasons, the Fund manager
does not want to sell currently the stock or convertible security it owns. In
such case, any decline in the value of the Portfolio would be reduced by a gain
in the short sale transaction. Conversely, any increase in the value of the
portfolio would be reduced by a loss in the short sale transaction. The Fund may
not make short sales or maintain a short position unless at all times when a
short position is open, not more than 10% of its total assets (taken at current
value) is held as collateral for such sales at any one time. Short sales against
the box are used to defer recognition of capital gains and losses, although the
short-term or long-term nature of such gains or losses could be altered by
certain provisions of the Internal Revenue Code.

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

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

H. Illiquid Securities. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements maturing in more than seven
days, nonpublicly offered securities and restricted securities. Restricted
securities are securities the resale of which is subject to legal or contractual
restrictions. Restricted securities may be sold only in privately negotiated
transactions, in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 or pursuant to Rule 144
or Rule 144A promulgated under such Act. Where registration is required, the
Fund may be obligated to pay all or part of the registration expense, and a
considerable period may elapse between the time of the decision to sell and the
time such security may be sold under an effective registration statement. If
during such a period adverse market conditions were to develop, the Fund might
obtain a less favorable price than the price it could have obtained when it
decided to sell. The Fund will not invest more than 10% of its net assets in
illiquid securities.

INVESTMENT LIMITATIONS

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

2. Borrowing. The Fund will not engage in borrowing.
---------

4. Short Sales. The Fund will not effect short sales of securities except
as described in the Prospectus or Statement of Additional Information.

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

6. Illiquid Investments. The Fund will not invest more than 10% of its
total assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.

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

THE INVESTMENT ADVISOR

The Fund's investment advisor is Ariston Capital Management Corporation
(the "Advisor"), 40 Lake Bellevue Drive, Suite 220, Bellevue, Washington 98005.
As sole shareholder of the Advisor, Richard B. Russell may be deemed to be a
controlling person of the Advisor.

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

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

DISTRIBUTION PLAN

The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
1940 Act (the "Plan"). The Plan permits the Fund to pay directly, or reimburse
the Advisor and Distributor, for distribution expenses in amount not to exceed
0.25% of the average daily net assets of the Fund. The Trustees expect that the
Plan will significantly enhance the Fund's ability to distribute its shares.
Under the Plan, the Trust may engage in any activities related to the
distribution of Fund shares, including without limitation the following: (a)
payments, including incentive compensation, to securities dealers or other
financial intermediaries, financial institutions, investment advisors and others
that are engaged in the sale of shares, or that may be advising shareholders of
the Trust regarding the purchase, sale or retention of shares, or that hold
shares for shareholders in omnibus accounts or as shareholders of record or
provide shareholder support or administrative services to the Fund and its
shareholders; (b) expenses of maintaining personnel who engage in or support
distribution of shares or who render shareholder support services, including,
allocated overhead, office space and equipment, telephone facilities and
expenses, answering routine inquiries regarding the Trust, processing
shareholder transactions, and providing such other shareholder services as the
Trust may reasonably request; (c) costs of preparing, printing and distributing
prospectuses and statements of additional information and reports of the Fund
for recipients other than existing shareholders of the Fund; (d) costs of
formulating and implementing marketing and promotional activities, including,
sales seminars, direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; (e) costs of preparing, printing and
distributing sales literature; (f) costs of obtaining such information, analyses
and reports with respect to marketing and promotional activities as the Trust
may deem advisable; and (g) costs of implementing and operating the Plan.

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.

TRUSTEES AND OFFICERS

Year of Birth: 1958 with SEI Financial Services.

Year of Birth: 1947
- -----------------------------------------------------------------------------------------
</TABLE>

The compensation paid to the Trustees of the Trust for the Fund's fiscal
year ended December 31, 1999 is set forth in the following table. Trustee fees
are Trust expenses and each series of the Trust pays a portion of the Trustee
fees.

========================================================================
NAME AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST (THE TRUST IS

FROM TRUST NOT IN A FUND COMPLEX)
- ------------------------------------------------------------------------
Kenneth D. Trumpfheller 0 0
- ------------------------------------------------------------------------
Steve L. Cobb $18,862.50 $18,862.50
- ------------------------------------------------------------------------
Gary E. Hippenstiel $18,862.50 $18,862.50
========================================================================

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

When the Fund and another of the Advisor's clients seek to purchase or
sell the same security at or about the same time, the Advisor may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Fund because of the increased volume of the
transaction. If the entire blocked order is not filled, the Fund may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Fund may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis. The allocation may be adjusted by the Advisor, taking into account such
factors as the size of the individual orders and transaction costs, when the
Advisor believes adjustment is reasonable. For the year ended December 31, 1999,
the Fund paid brokerage fees of $2,683.

DETERMINATION OF SHARE PRICE

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 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 returns".
"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

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 year ended
December 31, 1999, the Fund's average annual total return was 94.61%.

CUSTODIAN

<PAGE>

TRANSFER AGENT

Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. 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 0.200% 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 period May 1, 1999
through December 31, 1999, Unified received $8,300, from the Advisor (not the
Fund) for these fund accounting services.

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 December 31, 2000. McCurdy & Associates performs an
annual audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.

DISTRIBUTOR

ADMINISTRATOR

The Fund retains AmeriPrime Financial Services, Inc., 1793 Kingswood
Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage the
Fund's business affairs and provide the Fund with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. For the period May 1, 1999 through December 31, 1999, the
Administrator received $20,000, from the Advisor (not the Fund) for these
services. 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.

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 Fund's Annual Report to Shareholders for the period ended
December 31, 1999. The Trust will provide the Annual Report without charge by
calling the Fund at 1-888-387-2273.

<PAGE>

APPENDIX A

DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS SERVICES

The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform any audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information or for other circumstances.

The ratings are based, in varying degrees, on the following
considerations:

I. Likelihood of default-capacity and willingness of the obliger as to the
timely payment of interest and repayment of principal in accordance with
the terms of the obligation.

II. Nature and provisions of the obligation.

III. Protection afforded by, and relative position of the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA - Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A - Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C - Debt rated "BB", "B", "CCC", "CC", and "C" is regarded,
on balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation.
"BB" indicates the lowest degree of speculation and "C" the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

BB - Debt rate "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB" rating.

B - Debt rated "B" has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

CCC - Debt rated "CCC" has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The "CCC" rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied "B" or "B-" rating.

CC - The rating "CC" is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.

C - The rating "C" is typically applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.

C1 - The rating "C1" is reserved for income bonds on which no interest is
being paid.

D - Debt rated "D" is in payment default. The "D" rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
categories.

MOODY'S INVESTORS SERVICE, INC.

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, fluctuation of protective
elements may be of greater amplitude, or there may be other elements present
which make the long-term risk appear somewhat greater than the Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa - Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements:
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Moody's applies numerical modifiers: 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category, the modifier 2 indicates a mid-range ranking, and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

<PAGE>

AUXIER FOCUS FUND

PROSPECTUS

JANUARY 31, 2000

INVESTMENT OBJECTIVE:
Long term capital appreciation

8050 S.W. Warm Springs
Suite 130
Tualatin, OR 97062
877-3-AUXIER (877-328-9437)

<PAGE>

TABLE OF CONTENTS

PAGE

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

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

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

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES.............................................8

MANAGEMENT OF THE FUND.........................................................9

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

<PAGE>

ABOUT THE FUND

INVESTMENT OBJECTIVE

The investment objective of the Auxier Focus Fund is to provide long term
capital appreciation.

PRINCIPAL STRATEGIES

The Fund invests primarily in a portfolio of common stocks that the
Fund's advisor believes offer growth opportunities at a reasonable price. The
advisor's assessment of a stock's growth prospects and price is based on several
criteria, including:

o price to earnings
o price to cash flow
o rate of earnings growth
o consistency in past operating results
o quality of management and present and projected industry position, based on
the advisor's research.

The advisor's research includes review of public information (such as annual
reports), discussions with management, suppliers and competitors, and attending
industry conferences.

The Fund may invest in foreign equity securities by purchasing 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. The Fund will not invest
more than 20% of its net assets in ADRs.

Under normal circumstances, the Fund will invest primarily in the
common stock of medium to large U.S. companies (those with market
capitalizations above $1 billion). As the Fund is non-diversified, its portfolio
may at times focus on a limited number of companies that the advisor believes
offer superior prospects for growth. Certain sectors are likely to be
overweighted compared to others because the Fund's advisor focuses on sectors
that it believes demonstrate the best fundamentals for growth and will, in the
advisors opinion, be leaders in the U.S. economy. The Fund may, for example, be
overweighted at times in the telecommunications and financial services sectors.
The sectors in which the Fund may be overweighted will vary at different points
in the economic cycle.

The Fund may sell a security when the advisor's research indicates that
there has been a deterioration in the company's fundamentals, such as changes in
the company's competitive position or a lack of management focus.

PRINCIPAL RISKS OF INVESTING IN THE FUND

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

o SECTOR RISK. If the Fund's portfolio is overweighted in a certain industry
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. For
example, to the extent the Fund is overweighted in the telecommunications
sector, it will be affected by developments affecting that sector. The
telecommunications sector is subject to changing government regulations
that may limit profits and restrict services offered. Telecommunications
companies also may be

<PAGE>

significantly affected by intense competition, and their products may be
subject to rapid obsolescence. The financial services sector is also
subject to extensive government regulation and is undergoing rapid changes
as a result of changes in those government regulations. The financial
services sector can also be significantly affected by availability and cost
of capital funds, changes in interest rates, and price competition.

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 FOREIGN RISK. To the extent the Fund invests in ADRs, the Fund could be
subject to greater risks because the Fund's performance may depend on
issues other than the performance of a particular company. Changes in
foreign economies and political climates are more likely to affect the Fund
than a mutual fund that invests exclusively in U.S. companies. The value of
foreign securities is also affected by the value of the local currency
relative to the U.S. dollar. There may also be less government supervision
of foreign markets, resulting in non-uniform accounting practices and less
publicly available information.

o NON-DIVERSIFICATION RISK. As a non-diversified fund, the 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. These factors can have a negative affect on
the value of the Fund's shares.

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

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

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o Long-term investors seeking a fund with a growth investment strategy

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

o Investors who can tolerate the increased risks and price fluctuations
associated with a non-diversified fund

GENERAL

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

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.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)
Management Fees1...........................................................1.35%
Distribution (12b-1) Fees...................................................NONE
Other Expenses 2...........................................................0.00%
Total Annual Fund Operating Expenses ......................................1.35%

1 The Fund's total operating expenses are equal to the management fee paid
to the Advisor because the Advisor pays all of the Fund's operating expenses
(except as described above).

2 The Fund estimates that other expenses (fees and expenses of the trustees
who are not "interested persons" as defined in the Investment Company Act)
will be less than .005% of average net assets for the first fiscal year.

Example:

1 YEAR 3 YEARS
------ -------
$142 $463

<PAGE>

HOW TO BUY SHARES

The minimum initial investment in the Fund is $2,000 and minimum
subsequent investments are $100. If your investment is aggregated into an
omnibus account established by an investment advisor, broker or other
intermediary, the account minimums apply to the omnibus account, not to your
individual investment. If you purchase or redeem shares through a broker/dealer
or another intermediary, you may be charged a fee by that intermediary.

INITIAL PURCHASE

Mail the application and check to:

U.S. MAIL: OVERNIGHT:
Auxier Focus Fund Auxier Focus 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
877-3-AUXIER 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: Auxier Focus Fund

Account Name _________________(write in shareholder name) For the
Account # ______________(write in account number) D.D.A.#489022988

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 Auxier Focus Fund

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

<PAGE>

AUTOMATIC INVESTMENT PLAN

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

TAX SHELTERED RETIREMENT PLANS

OTHER PURCHASE INFORMATION

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:

Auxier Focus Fund

c/o Unified Fund Services, Inc.

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

BY TELEPHONE - You may redeem any part of your account in the Fund by
calling the Fund's transfer agent at 877-3-AUXIER. 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.

ADDITIONAL INFORMATION - If you are not certain of the
requirements for a redemption please call the Fund's transfer agent at
877-3-AUXIER. Redemptions specifying a certain date or share price cannot be
accepted and will be returned. You will be mailed the proceeds on or before the
fifth business day following the redemption. However, payment for redemption
made against shares purchased by check will be made only after the check has
been collected, which normally may take up to fifteen calendar days. Also, when
the New York Stock Exchange is closed (or when trading is restricted) for any
reason other than its customary weekend or holiday closing, or under any
emergency circumstances (as determined by the Securities and Exchange
Commission) the Fund may suspend redemptions or postpone payment dates.

Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$2,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Fund.

DETERMINATION OF NET ASSET VALUE

The 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. The Fund may own securities that are traded primarily on
foreign exchanges that trade on weekends or other days the Fund does not price
its shares. As a result, the NAV of the Fund may change on days when you will
not be able to purchase or redeem your shares of the Fund.

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

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.

MANAGEMENT OF THE FUND

Auxier Asset Management, LLC, 8050 S. W. Warm Springs, Suite 130,
Tualatin, OR 97062, serves as investment advisor to the Fund. As of January 1,
2000, the advisor manages approximately $170 million in assets.

J. Jeffrey Auxier is President and Chief Investment Officer of the
advisor and is responsible for the day-to-day management of the Fund's
portfolio. He is a graduate of the University of Oregon, and began his
investment career in 1982. Mr. Auxier has extensive money management experience.
As a portfolio manager with Smith Barney, Mr. Auxier managed money for high net
worth clients on a discretionary basis from 1988 until he founded the advisor in
July 1998. In 1993, Mr. Auxier was designated a Smith Barney Senior Portfolio
Management Director, the highest rank in the company's Portfolio Management
Program, and was chosen as the top Portfolio Manager from among 50 Portfolio
Managers in the Smith Barney Consulting Group. In 1997 and 1998, Money Magazine
named him as one of their top ten brokers in the country. Mr. Auxier was a
Senior Vice President with Smith Barney when he left to found the advisor.

The Fund is authorized to pay the advisor a fee equal to an annual
average rate of 1.35% of its average daily net assets. 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.

<PAGE>

FOR MORE INFORMATION

Call the Funds at 877-3-AUXIER 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.

Investment Company Act #811-9096

<PAGE>

AUXIER FOCUS FUND

STATEMENT OF ADDITIONAL INFORMATION

January 31, 2000

This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus of Auxier Focus Fund dated
January 31, 2000. A free copy of the Prospectus can be obtained by writing the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling Toll Free 1-877-3-AUXIER (877-328-9437).

TABLE OF CONTENTS

PAGE

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

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

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

THE INVESTMENT ADVISOR........................................................10

TRUSTEES AND OFFICERS.........................................................11

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

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

INVESTMENT PERFORMANCE........................................................13

CUSTODIAN.....................................................................14

TRANSFER AGENT................................................................14

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

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

ADMINISTRATOR.................................................................15

<PAGE>

DESCRIPTION OF THE TRUST AND FUND

The Auxier Focus Fund (the "Fund") was organized as a non-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.

As of December 31, 1999, the following persons may be deemed to
beneficially own or hold of record five percent (5%) or more of the Fund: J.
Jeffrey Auxier, 25628 NE Glass Road, Aurora, OR 97002 - 9508, 65.95%, Bradley Y.
Castonguay, 2510 Cypress Court, Rocklin, CA 95765, 5.76%, Kent C. King, 6320 W.
24th Street, Greenley, CO 80634, 5.57%.

As of December 31, 1999, J. Jeffrey Auxier may be deemed to control the
Funds as a result of his beneficial ownership of the shares of the Fund. As the
controlling shareholder, he would control the outcome of any proposal submitted
to the shareholders for approval including changes to the Fund's fundamental
policies or the terms of the management agreement with the Fund's adviser. As of
December 31, 1999, the officers and Trustees as a group own less than one
percent of the Fund.

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

A. Equity Securities. Equity securities consist of common stock, preferred
stock, convertible preferred stock, convertible bonds, rights and warrants.
Common stocks, the most familiar type, represent an equity (ownership) interest
in a corporation. Warrants are options to purchase equity securities at a
specified price for a specific time period. Rights are similar to warrants, but
normally have a short duration and are distributed by the issuer to its
shareholders. Although equity securities have a history of long-term growth in
value, their prices fluctuate based on changes in a company's financial
condition and on overall market and economic conditions. The Fund will not
invest more than 5% of its net assets in each of the following: preferred stock,
convertible preferred stock and convertible bonds.

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 Adviser. As a result, the return and net asset value
of the Fund will fluctuate. Securities in the 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.

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

B. Debt Securities. The Fund may buy debt securities of all types and
qualities. Bonds and other debt instruments are used by issuers to borrow money
from investors. The issuer pays the investor a fixed or variable rate of
interest, and must repay the amount borrowed at maturity. Some debt securities,
such as zero coupon bonds, do not pay current interest, but are purchased at a
discount from their face values. Debt securities are generally interest rate
sensitive, which means that their volume will generally decrease when interest
rates rise and increase when interest rates fall. Debt securities, loans, and
other direct debt have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally more
sensitive to interest rate changes than short term bonds.

CORPORATE DEBT SECURITIES. Corporate debt securities are bonds or notes
issued by corporations and other business organizations, including business
trusts, in order to finance their credit needs. Corporate debt securities
include commercial paper which consist of short term (usually from one to two
hundred seventy days) unsecured promissory notes issued by corporations in order
to finance their current operations. Fixed rate corporate debt securities tend
to exhibit more price volatility during times of rising or falling interest
rates than securities with floating rates of interest. This is because floating
rate securities behave like short-term instruments in that the rate of interest
they pay is subject to periodic adjustments based on a designated interest rate
index. Fixed rate securities pay a fixed rate of interest and are more sensitive
to fluctuating interest rates. In periods of rising interest rates the value of
a fixed rate security is likely to fall. Fixed rate securities with short-term
characteristics are not subject to the same price volatility as fixed rate
securities without such characteristics. Therefore, they behave more like
floating rate securities with respect to price volatility.

Many corporate debt obligations permit the issuers to call the security
and thereby redeem their obligations earlier than the stated maturity dates.
Issuers are more likely to call bonds during periods of declining interest
rates. In these cases, if the Fund owns a bond which is called, the Fund will
receive its return of principal earlier than expected and would likely be
required to reinvest the proceeds at lower interest rates, thus reducing income
to the Fund.

Corporate 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 no 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.

VARIABLE RATE SECURITIES. Variable rate demand notes are long-term
corporate debt instruments that have variable or floating interest rates and
provide the Fund with the right to tender the security for repurchase at its
stated principal amount plus accrued interest. Such securities typically bear
interest at a rate that is intended to cause the securities to trade at par. The
interest rate may float or be adjusted at regular intervals (ranging from daily
to annually), and is normally based on an interest index or a stated percentage
of a prime rate or another published rate. Many variable rate demand notes allow
the Fund to demand the repurchase of the security on not more than seven days
prior notice. Other notes only permit the Fund to tender the security at the
time of each interest rate adjustment or at other fixed intervals.

FLOATING RATE SECURITIES. Floating rate securities are debt securities
with interest payments or maturity values that are not fixed, but float
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. In
certain cases, a change in the underlying index or price may have a leveraging
effect on the periodic coupon payments, creating larger possible swings in the
prices of such securities than would be expected when taking into account their
maturities alone. The indices and prices upon which such securities can be based
include interest rates, currency rates and commodities prices.

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

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

LOWER QUALITY DEBT SECURITIES. Lower quality 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.

Lower quality securities present risks based on payment expectations. For
example, high yield bonds may contain redemption or call provisions. If an
issuer exercises the provisions in a declining interest rate market, the Fund
would have to replace the security with a lower yielding security, resulting in
a decreased return for investors. Conversely, a high yield bond's value will
decrease in a rising interest rate market, as will the value of the Fund's
assets. If the Fund experiences unexpected net redemptions, this may force it to
sell its high yield bonds, without regard to their investment merits, thereby
decreasing the asset base upon which the Fund's expenses can be spread and
possibly reducing the Fund's rate of return.

Since the risk of default is higher for lower quality securities and
sometimes increases with the age of these securities, the Advisor's research and
credit analysis are an integral part of managing any securities of this type
held by the Fund. In considering investments for the Fund, the Advisor attempts
to identify those issuers of high-yielding securities whose financial condition
is adequate to meet future obligations, has improved or is expected to improve
in the future. The Advisor's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earning prospects, and
the experience and managerial strength of the issuer.

MUNICIPAL SECURITIES. Municipal securities are generally issued to finance
public works, such as airports, bridges, highways, housing, hospitals, mass
transportation projects, schools, streets, and water and sewer works. They are
also issued to repay outstanding obligations, to raise funds for general
operating expenses, and to make loans to other public institutions and
facilities.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority.

Municipal securities may carry fixed or floating rates of interest. Most
municipal securities pay interest in arrears on a semiannual or more frequent
basis. However, certain securities, typically known as capital appreciation
bonds or zero coupon bonds, do not provide for any interest payments prior to
maturity. Such securities are normally sold at a discount from their stated
value, or provide for periodic increases in their stated value to reflect a
compounded interest rate. The market value of these securities is also more
sensitive to changes in market interest rates than securities that provide for
current interest payments.

Municipal securities in the form of notes generally are used to provide
for short-term capital needs, in anticipation of an issuer's receipt of other
revenues or financing, and typically have maturities of up to three years. Such
instruments may include Tax Anticipation Notes, Revenue Anticipation Notes, Bond
Anticipation Notes, Tax and Revenue Anticipation Notes and Construction Loan
Notes. The obligations of an issuer of municipal notes are generally secured by
the anticipated revenues from taxes, grants or bond financing. An investment in
such instruments, however, presents a risk that the anticipated revenues will
not be received or that such revenues will be insufficient to satisfy the
issuer's payment obligations under the notes or that refinancing will be
otherwise unavailable.

C. Illiquid Securities. The Fund may invest up to 15% of its net assets in
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, and "restricted securities". Securities may be illiquid
due to contractual or legal restrictions on resale or lack of a ready market.
The following securities are considered to be illiquid: repurchase agreements
and reverse repurchase agreements maturing in more than seven days, nonpublicly
offered securities and restricted securities.

D. 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.

With respect to Rule 144A securities, these restricted securities are
treated as exempt from the 15% limit on illiquid securities, provided that a
dealer or institutional trading market in such securities exists. The Fund will
not, however invest more than 5% of its net assets in Rule 144A securities.
Under the supervision of the Board of Trustees of the Fund, the Advisor
determines the liquidity of restricted securities and, through reports from the
Advisor, the Board will monitor trading activity in restricted securities. If
institutional trading in restricted securities were to decline, the liquidity of
the Fund could be adversely affected.

E. Borrowing. The Fund may borrow amounts up to 5% of its net assets to
meet redemption requests. Because the Fund's investment swill fluctuate in
value, whereas the interest obligations on borrowed funds may be fixed, during
times of borrowing, the Fund's net asset value may tend to increase more then
its investments increase in value, and decrease more when its investments
decrease in value. in addition, interest costs on borrowings may fluctuate with
changing market interest rates and may partially offset or exceed the return
earned on the borrowed funds. Also, during times of borrowing under adverse
market conditions, the Fund might have to sell portfolio securities to meet
interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

F. Preferred Stock. Preferred stock has a preference in liquidation (and,
generally dividends) over common stock but is subordinated in liquidation to
debt. As a general rule the market value of preferred stocks with fixed dividend
rates and no conversion rights varies inversely with interest rates and
perceived credit risk, with the price determined by the dividend rate. Some
preferred stocks are convertible into other securities, (for example, common
stock) at a fixed price and ratio or upon the occurrence of certain events. The
market price of convertible preferred stocks generally reflects an element of
conversion value. Because many preferred stocks lack a fixed maturity date,
these securities generally fluctuate substantially in value when interest rates
change; such fluctuations often exceed those of long-term bonds of the same
issuer. Some preferred stocks pay an adjustable dividend that may be based on an
index, formula, auction procedure or other dividend rate reset mechanism. In the
absence of credit deterioration, adjustable rate preferred stocks tend to have
more stable market values than fixed rate preferred stocks. All preferred stocks
are also subject to the same types of credit risks of the issuer as corporate
bonds. In addition, because preferred stock is junior to debt securities and
other obligations of an issuer, deterioration in the credit rating of the issuer
will cause greater changes in the value of a preferred stock than in a more
senior debt security with similar yield characteristics. Preferred stocks may be
rated by S&P and Moody's although there is no minimum rating which a preferred
stock must have (and a preferred stock may not be rated) to be an eligible
investment for the Fund. The Advisor expects, however, that generally the
preferred stocks in which the Fund invests will be rated at least CCC by S&P or
Caa by Moody's or, if unrated, of comparable quality in the opinion of the
Advisor. Preferred stocks rated CCC by S&P are regarded as predominantly
speculative with respect to the issuer's capacity to pay preferred stock
obligations and represent the highest degree of speculation among securities
rated between BB and CCC; preferred stocks rated Caa by Moody's are likely to be
in arrears on dividend payments. Moody's rating with respect to preferred stocks
does not purport to indicate the future status of payments of dividends.

G. Convertible Securities. A convertible security is a bond or preferred
stock which may be converted at a stated price within a specific period of time
into a specified number of shares of common stock of the same or different
issuer. Convertible securities are senior to common stock in a corporation's
capital structure, but usually are subordinated to non-convertible debt
securities. While providing a fixed income stream generally higher in yield than
in the income derived from a common stock but lower than that afforded by a
non-convertible debt security, convertible security also affords an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation of common stock into which it is convertible.

In general, the market value of a convertible security is the higher of
its investment value (its value as a fixed income security) or its conversion
value (the value of the underlying shares of common stock if the security is
converted). As a fixed income security, the market value of a convertible
security generally increases when interest rates decline and generally decreases
when interest rates rise; however, the price of a convertible security generally
increases as the market value of the underlying stock increases, and generally
decreases as the market value of the underlying stock declines. Investments in
convertible securities generally entail less risk than investments in the common
stock of the same issuer.

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

INVESTMENT LIMITATIONS

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.

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.

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

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

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

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

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

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

<PAGE>

THE INVESTMENT ADVISOR

The Fund's investment advisor is Auxier Asset Management, LLC, 8050 S.
W. Warm Springs, Suite 130, Tualatin, OR 97062. J. Jeffrey Auxier may be
deemed to be a controlling person of the Advisor due to his ownership of a
majority of its shares.

Under the terms of the management agreement (the "Agreement"), the Advisor
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, borrowing costs,
fees and expenses of the non-interested person trustees and extraordinary
expenses (including organizational expenses). As compensation for its management
services and agreement to pay the Fund's expenses, the Fund is obligated to pay
the Advisor a fee computed and accrued daily and paid monthly at an annual rate
of 1.35% 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.

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

<PAGE>

TRUSTEES AND OFFICERS

Year of Birth: 1958 with SEI Financial Services.

Year of Birth: 1947
- -----------------------------------------------------------------------------------------
</TABLE>

The Fund estimates that compensation paid to the Trustees of the Trust for
the Fund's fiscal year ending June 30, 2000 will be 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 $10,362.50 $10,362.50
- -----------------------------------------------------------------
Gary E. Hippenstiel $10,362.50 $10,362.50
=================================================================

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

DETERMINATION OF SHARE PRICE

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

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

INVESTMENT PERFORMANCE

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.

CUSTODIAN

TRANSFER AGENT

Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' Inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. 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).

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 June 30, 2000. McCurdy & Associates performs
an annual audit of the Fund's financial statements and provides financial, tax
and accounting consulting services as requested.

DISTRIBUTOR

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

ADMINISTRATOR

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APPENDIX A

DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS SERVICES

The ratings are based, in varying degrees, on the following
considerations:

I. Likelihood of default-capacity and willingness of the obliger as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation.

II. Nature and provisions of the obligation.

AAA - Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

AA - Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

CC - The rating "CC" is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.

C1 - The rating "C1" is reserved for income bonds on which no interest is
being paid.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
categories.

MOODY'S INVESTORS SERVICE, INC.

Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

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COLUMBIA PARTNERS EQUITY FUND

PROSPECTUS

JANUARY 31, 2000

INVESTMENT OBJECTIVE:
Long term capital growth

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