BSG FUNDS, 485APOS, 2001-01-12

BSG FUNDS
485APOS, 2001-01-12

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 10 / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 11 / X /

(Check appropriate box or boxes.)

THE BSG FUNDS - FILE NOS. 333-22075 AND 811-8061
(Exact Name of Registrant as Specified in Charter)

1105 SCHROCK ROAD, SUITE 437, COLUMBUS, OHIO 43229
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (614) 848-3400

LISA HUNTER, THE BANC STOCK GROUP, INC.
1105 SCHROCK ROAD, SUITE 437, COLUMBUS, OHIO 43229
(Name and Address of Agent for Service)

With copy to:

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

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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

<PAGE>

DIAMOND HILL FOCUS FUND

DIAMOND HILL SMALL CAP FUND

PROSPECTUS _________, 2001

1105 Schrock Road, Suite 437
Columbus, Ohio 43229

For Information, Shareholder Services and Requests:
(888) 226-5595

Diamond Hill Focus Fund seeks to provide long-term capital appreciation.

Diamond Hill Small Cap Fund seeks to provide long-term capital appreciation.

AS WITH ALL MUTUAL FUND SHARES AND PROSPECTUSES, THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SHARES OR THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS

PAGE

DIAMOND HILL FOCUS FUND

ABOUT THE FUND

COSTS OF INVESTING IN THE FUND

DIAMOND HILL SMALL CAP FUND

ABOUT THE FUND

COSTS OF INVESTING IN THE FUND

ADDITIONAL INFORMATION ABOUT INVESTMENT
STRATEGIES AND RELATED RISKS

PRICING YOUR SHARES

HOW TO BUY SHARES

HOW TO SELL SHARES

HOW TO EXCHANGE SHARES

DIVIDENDS AND DISTRIBUTIONS

TAXES

OPERATION OF THE FUNDS

<PAGE>

DIAMOND HILL FOCUS FUND

INVESTMENT OBJECTIVE
[Icon: Museum Facade]

The investment objective of the Diamond Hill Focus Fund is to provide
long-term capital appreciation.

HOW THE FUND PURSUES ITS OBJECTIVE
[Icon: Newspaper]

The Fund pursues its objective by investing in common stocks that the
Fund's adviser believes are undervalued. The Fund normally focuses its
investments in a core of 20 to 30 companies.

The Fund's adviser utilizes a two-step security selection process to find
intrinsic value regardless of overall market conditions. This "bottom up"
process begins with fundamental research of companies of all capitalization
ranges. The objective is to find companies with solid growth prospects based on
company-specific strategies or industry factors. The adviser thoroughly examines
prospective companies' corporate and financial histories and scrutinizes
management philosophies, missions and forecasts. Once a company is deemed to be
attractive by this rigorous process, the adviser applies a proprietary valuation
model as a tool for stock selection.

The Fund is a non-diversified fund, which means that the Fund may take
larger positions in a small number of companies than a diversified fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND
[Icon: Man handing over printed page]

All investments carry risks to some degree. The Fund's portfolio is subject
to the risks associated with common stock investing, such as selecting
individual companies that do not perform as anticipated. The value of an
individual company can be more volatile than the market as a whole, and the
adviser's intrinsic value-oriented approach may fail to produce the intended
results.

As a non-diversified fund, the Fund's portfolio may at times focus on a
limited number of companies and could be subject to substantially more
investment risk and potential for volatility than a diversified fund. The Fund's
share price could fall if the Fund is heavily invested in a particular stock and
the price of that stock falls.

Overall stock market risks may also affect the value of the Fund. Factors
such as domestic economic growth and market conditions, interest rate levels,

<PAGE>

and political events affect the securities markets. As with any mutual fund
investment, the Fund's returns may vary and you could lose money.

An investment in the Fund is not a deposit or obligation of any bank, is
not endorsed or guaranteed by any bank, and is not insured by the Federal
Deposit Insurance Corporation (FDIC) or any other government agency.

IS THIS FUND RIGHT FOR YOU?
[Icon: Silhouettes of men and women]

The Fund is designed for:

o long term investors seeking a fund with a value investment philosophy

o investors willing to accept the increased risks and price fluctuations
associated with a non-diversified fund

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 was recently organized and
has less than one year of operations.

COSTS OF INVESTING IN THE DIAMOND HILL FOCUS FUND
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The following table describes the expenses and fees that you may pay if you
buy and hold shares of the Fund.

<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) 1 CLASS A CLASS C
------- -------
<S> <C> <C>
Maximum Front End Sales Load Imposed on Purchases......................5.75%.....................NONE
Maximum Contingent Deferred Sales Charge ..............................NONE......................2.00%
Sales Load Imposed on Reinvested Dividends.............................NONE......................NONE
Redemption Fee.........................................................NONE......................NONE
Exchange Fee...........................................................NONE......................NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) 2

Management Fees...............................................1.00%.....................1.00%
Distribution (12b-1) Fees.....................................0.25%.....................1.00%
Other Expenses 2 .............................................0.50%.....................0.50%
Total Fund Operating Expenses..........................................1.75%.....................2.50%

<FN>
1 Processing organizations may impose transactional fees on shareholders.

2 Other expenses are estimated for the Fund's first fiscal year.
</FN>
</TABLE>

<PAGE>

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, 5% annual total return, constant operating expenses, and sale of all
shares at the end of each time period. Your actual expenses may be different.

1 YEAR 3 YEARS
------ -------

Class A $___ $___
Class C
if you sold your shares
at the end of the period $___ $___
if you stayed in the Fund $___ $___

<PAGE>

DIAMOND HILL SMALL CAP FUND

INVESTMENT OBJECTIVE
[Icon: Museum Facade]

The investment objective of the Diamond Hill Small Cap Fund is to provide
long-term capital appreciation.

HOW THE FUND PURSUES ITS OBJECTIVE
[Icon: Newspaper]

The Fund pursues its objective by investing in common stocks that the
Fund's adviser believes are undervalued. The Fund normally invests at least 65%
of its assets in small capitalization companies, defined as those companies with
a market capitalization below $5 billion.

The Fund's adviser utilizes a two-step security selection process to find
intrinsic value regardless of overall market conditions. This "bottom up"
process begins with fundamental research of companies. The objective is to find
companies with solid growth prospects based on company-specific strategies or
industry factors. The adviser thoroughly examines prospective companies'
corporate and financial histories and scrutinizes management philosophies,
missions and forecasts. Once a company is deemed to be attractive by this
rigorous process, the adviser applies a proprietary valuation model as a tool
for stock selection.

Once a stock is selected, the Adviser continues to monitor the company's
strategies, financial performance and competitive environment. The Fund may sell
a security if the Fund's adviser believes that the company's fundamentals are
deteriorating or if the adviser identifies a stock that it believes offers a
better investment opportunity. If the market capitalization of a company in the
Fund's portfolio grows to the point where the company is no longer a small
capitalization company, the Fund may continue to hold the investment for future
capital growth opportunities.

The Fund is a non-diversified fund, which means that the Fund may take
larger positions in a small number of companies than a diversified fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND
[Icon: Man handing over printed page]

In addition, investments in smaller companies involve greater risks than
investments in larger, more established companies. Historically, smaller company
securities have been more volatile in price than larger company securities,
especially over the short term. Among the reasons for the greater price

<PAGE>

volatility are the less than certain growth prospects of smaller companies, the
lower degree of liquidity in the markets for such securities, and the greater
sensitivity of smaller companies to changing economic conditions.

Further, smaller companies may lack depth of management, may be unable to
generate funds necessary for growth or development, or may be developing or
marketing new products or services for which markets are not yet established and
may never become established. Smaller companies may be particularly affected by
interest rate increases, as they may find it more difficult to borrow money to
continue or expand operations, or may have difficulty in repaying any loans that
have a floating interest rate.

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

IS THIS FUND RIGHT FOR YOU?
[Icon: Silhouettes of men and women]

The Fund is designed for:

o long term investors seeking a fund with a value investment philosophy

o investors willing to accept the increased risks associated with investments
in smaller companies

o investors willing to accept the increased risks and price fluctuations
associated with a non-diversified fund

HOW THE FUND HAS PERFORMED

COSTS OF INVESTING IN THE DIAMOND HILL SMALL CAP FUND
[Icon: Adding Machine]

The following table describes the expenses and fees that you may pay if you
buy and hold shares of the Fund.

<PAGE>

<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) 1 CLASS A CLASS C
------- -------

<S> <C> <C>
Maximum Front End Sales Load Imposed on Purchases......................5.75%.....................NONE
Maximum Contingent Deferred Sales Charge ..............................NONE......................2.00%
Sales Load Imposed on Reinvested Dividends.............................NONE......................NONE
Redemption Fee.........................................................NONE......................NONE
Exchange Fee...........................................................NONE......................NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) 2

<FN>
1 Processing organizations may impose transactional fees on shareholders.

2 Other expenses are estimated for the Fund's first fiscal year.
</FN>
</TABLE>

EXAMPLE:

1 YEAR 3 YEARS
------ -------
Class A $___ $___
Class C
if you sold your shares
at the end of the period $___ $___
if you stayed in the Fund $___ $___

<PAGE>

ADDITIONAL INFORMATION ABOUT INVESTMENT
STRATEGIES AND RELATED RISKS

[Icon: Newspaper]

o General

The investment objective of each Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in a Fund having an investment objective different from the
objective that the shareholders considered appropriate at the time of investment
in the Fund.

o Temporary strategies

From time to time, each 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, a Fund may hold all or a portion of its assets in money market
instruments (high quality income securities with maturities of less than one
year), securities of money market funds or U.S. government repurchase
agreements. Either Fund may also invest in such investments at any time to
maintain liquidity or pending selection of investments in accordance with its
policies. As a result, a Fund may not achieve its investment objective. If a
Fund acquires securities of money market funds, the shareholders of the Fund
will be subject to duplicative management fees and other expenses.

PRICING YOUR SHARES
[Icon: Adding Machine]

When you buy and sell shares of a Fund, the price of the 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 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. Each 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
at their fair value. Requests to buy and sell shares are processed at the NAV
next calculated after we receive your order in the form described below.

HOW TO BUY SHARES
[Icon: Man at Desk]

INITIAL PURCHASE

The minimum initial investment in each Fund is $2,500 ($1,000 for
shareholders participating in the continuing automatic transfer program). There
is no minimum for qualified retirement accounts and medical savings accounts.

You may open an account and make an initial investment in a Fund through
securities dealers who have a sales agreement with Banc Stock Financial
Services, Inc., the Funds' distributor. You may also make a direct initial
investment by following these steps:

o complete and sign the investment application form which accompanies
this Prospectus;

<PAGE>

o write a check made payable to the Fund in which you are investing;

o mail the application and check to:

(Fund Name)
c/o Mutual Funds Service Co.
6000 Memorial Drive
Dublin, OH 43017

CAT PROGRAM

When making your initial investment in a Fund, you may choose to
participate in the Fund's continuing automatic transfer ("CAT") program by
completing the separate CAT Investment Application Form. The CAT Program offers
reduced investment minimums and helps investors make additional purchases of a
Fund over a period of years. Purchase amounts are automatically debited each
month from your bank account through ACH (automated clearing house).

SALES LOADS

o CLASS A SHARES

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

<TABLE>
<CAPTION>
======================================= ============================== ================================
Sales Load as % of:
Amount of Investment Public Net
Offering Amount Dealer Reallowance as % of
Price Invested Public Offering Price
======================================= ============================== ================================
<S> <C> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.25%
$50,000 but less than $100,000 5.25% 5.54% 5.00%
$100,000 but less than $250,000 4.75% 4.99% 4.25%
$250,000 but less than $500,000 3.00% 3.09% 2.50%
$500,000 but less than $1,000,000 1.00% 1.01% .75%
$1,000,000 or more None None None
======================================= ============================== ================================
</TABLE>

o CLASS C SHARES

Class C shares are subject to a contingent deferred sales charge ("CDSC")
(based on the lower of the shares' cost and current NAV) of 2% if redeemed
within one year of the purchase date or 1% if redeemed after one year but before
two years of the purchase date. The holding period for the CDSC begins on the
day you buy your shares. Your shares will age one month on that same date the
next month and each following month. For example: if you buy shares on the 18th
of the month, they will age one month on the 18th day of the next month and each
following month. In determining whether the CDSC applies to a redemption of C
Shares, C Shares not subject to a CDSC are redeemed first.

The CDSC will be waived (i) on redemption of shares following the death of
the shareholder and (ii) on certain redemptions in connection with IRAs and
other qualified retirement plans.

<PAGE>

DISTRIBUTION PLANS

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

ADDITIONAL PURCHASES

The minimum additional purchase in either Fund is $500 ($100 for CAT
purchases). You may buy additional shares at any time through your securities
dealer. Or you may buy additional shares directly from the applicable Fund, by
mail or wire. Mail your request, with the following information, to the address
above:

o the name of your account;
o your account number; and
o a check made payable to the Fund in which you are investing.

To purchase shares of a Fund by wire, call the Transfer Agent at (888)
226-5595 for instructions. Then, provide your bank with the following wiring
information:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: ___(Fund Name)_______
D.D.A. # 821663101 (DIAMOND HILL FOCUS FUND)
or __________ (DIAMOND HILL SMALL CAP FUND)
Account Name _________________ (write in shareholder name)
For Account # ______________ (write in account number)

A Fund will accept wire orders only on a day on which the Fund, the
Custodian and the Transfer Agent are open for business. A wire purchase will be
considered made when the wired money is received and the purchase is accepted by
the Fund. Any delays that may occur in wiring money, including delays that may
occur in processing by the banks, are not the responsibility of the Fund or the
Transfer Agent. There is presently no fee for the receipt of wired funds, but
the Funds may charge a fee in the future.

TAX SHELTERED RETIREMENT PLANS

Since the Funds are oriented to longer term investments, the Funds may be
an appropriate investment 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.

<PAGE>

Call us at 888-226-5595 to open an IRA or SEP plan or obtain more specific
information regarding these retirement plan options. Custodial fees for an IRA
will be paid by redemption of Fund shares from the IRA unless you pay these fees
directly to the IRA custodian.

OTHER PURCHASE INFORMATION

We reserve the right to limit the amount of purchases and to refuse to sell
to any person. If your check or wire does not clear, you will be responsible for
any loss incurred by a Fund. If you are already a shareholder of either Fund, we
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 Funds.

Trustees, directors, officers and employees of the Trust, the adviser,
service providers of the Trust, including members of the immediate family of
such individuals and employee benefit plans established by such entities, may
purchase and redeem shares of either Fund without paying a sales charge.
Broker-dealers with selling agreements with the distributor and employee benefit
plans established by same, may purchase and redeem shares of a Fund without
paying a sales charge. In addition, shares of either Fund may be purchased at
net asset value through processing organizations (broker-dealers, banks or other
financial institutions) that have a sales agreement with the distributor. When
shares are purchased this way, the processing organization, rather than its
customer, may be the shareholder of record of the shares. The minimum initial
and subsequent investments in a Fund for shareholders who invest through a
processing organization generally will be set by the processing organization.
Processing organizations may also impose other charges and restrictions in
addition to or different from those applicable to investors who remain the
shareholder of record of their shares. Thus, an investor contemplating investing
with a Fund through a processing organization should read materials provided by
the processing organization in conjunction with this Prospectus. [Under certain
circumstances, shareholders of the adviser's parent company, Banc Stock Group,
Inc., may purchase shares of a Fund during certain promotional periods without
paying a sales charge. Contact the Funds' distributor, Banc Stock Financial
Services, Inc., at 1-800-347-BANK for additional information.]

HOW TO SELL SHARES
[Icon: Man at Desk]

You may sell all or part of your investment in a Fund on any day that the
New York Stock Exchange is open for trading. You may receive proceeds of your
sale in a 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 sale. A broker may charge a transaction fee to
sell shares. Presently, there is no charge for wire sales, but we may charge for
this service in the future. Any charges for wire sales will be deducted from
your Fund by redemption of shares.

BY MAIL - To sell any part of your account in a Fund by mail, send a
written request, with the following information, to the address above:

o the Fund name;
o your account number;
o the name(s) on your account;
o your address;
o the dollar amount or number of shares you wish to redeem; and

<PAGE>

o the signatures of all registered account owners, signed in the exact
name(s) and any special capacity in which they are registered and
guaranteed by an "eligible guarantor institution."

An eligible guarantor institution is an institution that is a member of a
Medallion Program, located in or having a correspondent in New York City. Such
institutions generally include national or state banks, savings associations,
savings and loan associations, trust companies, savings banks, credit unions and
members of a recognized stock exchange. Signature guarantees are for your
protection. In certain instances, we may require you to furnish additional legal
documents to insure proper authorization.

BY TELEPHONE - If you have completed the Optional Telephone Redemption and
Exchange section of your investment application, you may sell any part of your
account by calling us at (888) 226-5595. The Funds, the Transfer Agent and the
Custodian are not liable for following instructions communicated by telephone
that they reasonably believe to be genuine. They will use reasonable procedures
to confirm that telephone instructions are genuine.

We may terminate the telephone sale procedures at any time. During periods
of extreme market activity it is possible that you may encounter some difficulty
in telephoning us, although we have never experienced difficulties in receiving
or in a timely fashion responding to telephone requests. If you are unable to
reach us by telephone, you may request a sale by mail.

ADDITIONAL INFORMATION - If you are not certain of the requirements for a
sale please call us at (888) 226-5595. We cannot accept, and will return,
requests specifying a certain date or share price. We will normally mail you the
proceeds on or before the fifth business day following your sale. However, we
will not mail any proceeds unless your investment check has cleared the bank,
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, we may
suspend sales or postpone payment dates.

Because the Funds incur certain fixed costs in maintaining shareholder
accounts, we reserve the right to require you to redeem all of your shares in a
Fund on 30 days' written notice if the value of your shares is less than $2,500
due to sales, or such other minimum amount as we may determine from time to
time. An involuntary redemption constitutes a sale. You should consult your tax
adviser concerning the tax consequences of involuntary redemptions. You may
increase the value of your shares in a Fund to the minimum amount within the
30-day period.

HOW TO EXCHANGE SHARES

You may exchange any or all of your shares in a Fund for shares in the
following participating funds:

o the Diamond Hill Focus Fund,
o the Diamond Hill Small Cap Fund,
o the Diamond Hill Money Market Account with the Flex Fund's Money
Market Fund, a separately managed money market fund, or
o the Banc Stock Group Fund, subject to the following conditions:

<PAGE>

EXCHANGES OF CLASS A SHARES: You may exchange, without charge, any and all
of your Class A shares in any participating fund for Class A shares in any other
participating fund. Shares in the Money Market Account may be exchanged for
shares in a Diamond Hill Fund, subject to any applicable sales charge.

EXCHANGES OF CLASS C SHARES: You may exchange, without charge, any and all
of your Class C shares in any participating fund for Class C shares in any other
participating fund. Shares in the Money Market Account may be exchanged for
shares in a Diamond Hill Fund, subject to any applicable sales charge.

You may request the exchange by telephoning (888) 226-5595 or writing the
Transfer Agent at 6000 Memorial Drive, Dublin, OH 43017. Exchanges may be made
only if the exchanging fund is registered in your state of residence. The
exchange privilege does not constitute an offering or recommendation of a Fund,
Money Market Account, or the Banc Stock Group Fund. It is your responsibility to
obtain and read a prospectus of the exchanging fund before you make an exchange.

o If you exchange shares into or out of a Fund, the exchange is made at the
net asset value per share of each fund next determined after the exchange
request is received, subject to any applicable sales charge in the case of
an exchange out of the Money Market Account.

o If you exchange Class C shares of a Fund with shares of the Money Market
Account, the time you own Money Market Account shares will not be included
when the holding period for the CDSC is calculated.

o If you redeem shares from the Money Market Account that were previously
Class C shares of a Diamond Hill Fund without exchanging into Class C
shares of the original Fund or another participating fund, the redemption
is made at the net asset value per share next determined after the
redemption request is received, less any CDSC that applied to the original
Fund shares.

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

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

Exchanges will be accepted only if the registration of the two accounts is
identical. The Funds, the Transfer Agent and the Custodian are not liable for
following instructions communicated by telephone that they reasonably believe to
be genuine. They will use reasonable procedures to confirm that telephone
instructions are genuine.

DIVIDENDS AND DISTRIBUTIONS
[Icon: Dollars and Cents]

The Adviser primarily seeks opportunities for capital appreciation,
Accordingly, each Fund expects that its distributions will consist primarily of
capital gains.

Each Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders
every December. These distributions are automatically reinvested in the Fund

<PAGE>

unless you request cash distributions on your application or through a written
request. Dividends paid by a Fund may be eligible in part for the dividends
received deduction for corporations. If you sell your entire account, you will
be paid all dividends accrued to the time of sale, including the day of sale.
You may elect to have distributions on shares held in IRAs and 403(b) plans paid
in cash only if you are 59 1/2 years old or permanently and totally disabled or
if you otherwise qualify under the applicable plan.

TAXES
[Icon: Dollars and Cents]

In general, selling shares of a Fund and receiving distributions (whether
reinvested or taken in cash) are taxable events. Depending on the purchase price
and the sale price, you may have a gain or a loss on any shares sold. Any tax
liabilities generated by your transactions or by receiving distributions are
your responsibility. Each Fund expects that its distributions will primarily
consist of capital gains (which may be taxable at different rates depending on
the length of time the Fund holds its assets). Because distributions of long
term capital gains are subject to capital gains taxes, regardless of how long
you have owned your shares, you may want to avoid making a substantial
investment when a Fund is about to make a taxable distribution.

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

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

OPERATION OF THE FUNDS
[Icon: Museum Facade]

Diamond Hill Capital Management, Inc., formerly known as Heartland Advisory
Group, Inc., 1105 Schrock Road, Suite 437, Columbus, Ohio 43229 (the "Adviser")
manages each Fund's investments. Each Fund is authorized to pay the Adviser a
fee equal to 1.00% of its average daily net assets. The former Heartland
Advisory Group has been engaged in the business of researching, buying, holding
and selling shares of community and regional banks for almost two decades. The
name change to Diamond Hill Capital Management coincides with a change in
management of Heartland Advisory's parent company and reflects the Adviser's
ability to offer investment management services that span across all domestic
economic sectors and industries in the equity market.

Roderick H. Dillon and Thomas P. Schindler, the co-portfolio managers of
each Fund, have been primarily responsible for the day-to-day management of each
Fund's portfolio since its inception. Mr. Dillon has a Masters in Business
Administration from the University of Dayton, and a B.S. degree and Master of
Arts from the Ohio State University. From 1997 to 2000, Mr. Dillon served as the
Managing Partner of Loomis Sayles & Co., an investment advisory firm. From 1993
to 1997, Mr. Dillon served as the President and Chief Investment Officer of
Dillon Capital Management, an investment advisory firm.

<PAGE>

Mr. Schindler has a Bachelor of Science in Finance from the Ohio State
University. From 1999 to 2000, Mr. Schindler served as a Portfolio Manager for
Loomis Sayles & Co. From 1997 to 1999, Mr. Schindler served as an analyst for
Nationwide Insurance. From 1996 to 1997, Mr. Schindler served as an analyst for
Dillon Capital Management. Prior to 1996, Mr. Schindler was attending Ohio State
University where he graduated summa cum laude.

The Adviser (not the Funds) may pay certain financial institutions (which
may include banks, brokers, securities dealers, and other industry
professionals) a fee for providing distribution related services and/or for
performing certain administrative servicing functions for Fund shareholders to
the extent these institutions are allowed to do so by applicable statute, rule
or regulation. [The Adviser has an arrangement with Banc Stock Financial
Services, Inc. ("BSFS"), a full service NASD Broker-Dealer and Registered
Investment Adviser, whereby the Adviser pays 50% of its management fee to BSFS
on monies invested in the Funds by BSFS brokerage and advisory clients. The
Adviser and BSFS are both subsidiaries of The Banc Stock Group, Inc.]

<PAGE>

INVESTMENT ADVISER TRANSFER AGENT AND ADMINISTRATOR
Diamond Hill Capital Management, Inc. (ALL REDEMPTION REQUESTS)
1105 Schrock Road, Suite 437 Mutual Funds Service Co.
Columbus, Ohio 43229 6000 Memorial Drive
Dublin, OH 43017

CUSTODIAN AUDITORS
Firstar Bank, N.A. McCurdy & Associates CPA's, Inc.
425 Walnut Street, ML 6118 27955 Clemens Road
Cincinnati, Ohio 45202 Westlake, Ohio 44145

LEGAL COUNSEL DISTRIBUTOR
Brown, Cummins & Brown Co., L.P.A. Banc Stock Financial Services, Inc.
3500 Carew Tower, 441 Vine Street 1105 Schrock Road, Suite 437
Cincinnati, Ohio 45202 Columbus, Ohio 43229

<PAGE>

[BACK COVER PAGE]

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.
Shareholder reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.

Call the Funds at 888-226-5595 to request free copies of the SAI and the
Funds' annual and semi-annual reports, to request other information about the
Funds and to make shareholder inquiries.

You may review and copy information about a 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 a 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, Washington, D.C. 20549-0102.

Investment Company Act #811-8061

<PAGE>

DIAMOND HILL FOCUS FUND

DIAMOND HILL SMALL CAP FUND

STATEMENT OF ADDITIONAL INFORMATION

____________, 2001

This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus of the Diamond Hill Focus Fund
and the Diamond Hill Small Cap Fund dated ________, 2001. A free copy of the
Prospectus can be obtained by writing the Transfer Agent at 6000 Memorial Drive,
Dublin, Ohio 43017, or by calling 1-888-226-5595.

TABLE OF CONTENTS

PAGE

DESCRIPTION OF THE TRUST.................................................. 2

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

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

SHARES OF THE FUNDS....................................................... 6

THE INVESTMENT ADVISER.................................................... 7

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

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

DISTRIBUTION PLANS ....................................................... 11

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

TAXES..................................................................... 12

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

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

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

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

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

<PAGE>

DESCRIPTION OF THE TRUST

Diamond Hill Focus Fund (a "Fund") was organized as a non-diversified
series of The BSG Funds (the "Trust") on June 23, 2000. Diamond Hill Small Cap
Fund (a "Fund," and together with the Diamond Hill Focus Fund, the "Funds") was
organized as a non-diversified series of the Trust on _________________. The
Trust is an open-end investment company established under the laws of Ohio by an
Agreement and Declaration of Trust dated January 14, 1997 (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 "Shares"). The Funds are two of three funds currently authorized by the
Trustees. Each Fund currently has two classes of Shares: Class A and Class C.

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

Any Trustee of the Trust may be removed by vote of the shareholders holding
not less than two-thirds of the outstanding shares of the Trust. The Trust does
not hold an annual meeting of shareholders. When matters are submitted to
shareholders for a vote, each shareholder is entitled to one vote for each whole
share he owns and fractional votes for fractional shares he owns. All shares of
a 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 a 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.

The differing sales charges and other expenses applicable to the different
classes of a Fund's shares may affect the performance of those classes.
Broker/dealers and others entitled to receive compensation for selling or
servicing Fund shares may receive more with respect to one class than another.
The Board of Trustees of the Trust does not anticipate that there will be any
conflicts among the interests of the holders of the different classes of Fund
shares. On an ongoing basis, the Board will consider whether any such conflict
exists and, if so, take appropriate action.

Upon sixty days prior written notice to shareholders, a Fund may make
redemption payments in whole or in part in securities or other property if the
Trustees determine that existing conditions make cash payments undesirable.

As of December 31, 2000, the officers and trustees as a group beneficially
owned ____%, and the Fund's investment adviser, Diamond Hill Capital Management,
Inc., 1105 Schrock Road, Suite 437, Columbus, OH 43229 (the "Adviser"),
beneficially owned ____%, of the outstanding shares of the Diamond Hill Focus
Fund.

<PAGE>

Prior to the public offering of the Diamond Hill Small Cap Fund, Roderick
H. Dillon, Jr., President and Trustee of the Trust and co-portfolio manager of
the Fund, purchased 80% of the outstanding shares of the Fund and may be deemed
to control the Fund. In addition, William P. Zox, a Trustee of the Trust and an
employee of the Fund's investment adviser, purchased 15%, and Thomas P.
Schindler, co-portfolio manager of the Fund, purchased 5%, of the outstanding
shares of the Fund. As the controlling shareholder, Mr. Dillon could 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 Adviser. After the public offering commences, it is
anticipated that Mr. Dillon will no longer control the Fund.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

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

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

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

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

<PAGE>

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

B. REPURCHASE AGREEMENTS. A repurchase agreement is a short-term investment
in which the purchaser (i.e., a Fund) acquires ownership of an obligation issued
by the U.S. Government or by an agency of the U.S. Government ("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 a Fund engages will
require full collateralization of the seller's obligation during the entire term
of the repurchase agreement. In the event of a bankruptcy or other default of
the seller, a Fund could experience both delays in liquidating the underlying
security and losses in value. However, the Funds intend to enter into repurchase
agreements only with the Custodian, other banks with assets of $1 billion or
more and registered securities dealers determined by the Adviser (subject to
review by the Board of Trustees) to be creditworthy. The Adviser monitors the
creditworthiness of the banks and securities dealers with which the Funds engage
in repurchase transactions.

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

INVESTMENT LIMITATIONS

FUNDAMENTAL. The investment limitations described below have been adopted
by the Trust with respect to each Fund and are fundamental ("Fundamental"),
I.E., they may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. As used in the Prospectus and this Statement of
Additional Information, the term "majority" of the outstanding shares of a 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

<PAGE>

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. Neither Fund will 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 a 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. Neither Fund will 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 a Fund, provided that the Fund's
engagement in such activities is (a) consistent with or permitted by the
Investment Company Act of 1940, as amended, the rules and regulations
promulgated thereunder or interpretations of the Securities and Exchange
Commission or its staff and (b) as described in the Prospectus and the Statement
of Additional Information.

3. UNDERWRITING. Neither Fund will act as underwriter of securities issued
by other persons. his limitation is not applicable to the extent that, in
connection with the disposition of portfolio securities (including restricted
securities), a Fund may be deemed an underwriter under certain federal
securities laws.

4. REAL ESTATE. Neither Fund will 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 a 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. Neither Fund will purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude a 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. Neither Fund will make loans to other persons, except (a) by
loaning portfolio securities, (b) by engaging in repurchase agreements, or (c)
by purchasing nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

7. CONCENTRATION. Neither Fund will invest 25% or more of its total assets
in any 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

<PAGE>

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 each Fund and are Non-Fundamental (see "Investment Restrictions"
above).

1. PLEDGING. Neither Fund will 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. Neither Fund will purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding.

3. MARGIN PURCHASES. Neither Fund will purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of securities, or to arrangements with respect to transactions involving
options, futures contracts, short sales and other permitted investments and
techniques.

4. OPTIONS. Neither Fund will purchase or sell puts, calls, options or
straddles, except as described in the Prospectus and the Statement of Additional
Information.

5. LOANS. Neither Fund will loan its portfolio securities.

6. REVERSE REPURCHASE AGREEMENTS. Neither Fund will enter into reverse
repurchase agreements.

SHARES OF THE FUNDS

Two classes of shares, Class A shares and Class C shares, are authorized
for each Fund. Both classes of shares represent an interest in the same
portfolio of investments of a Fund and have the same rights, except that each
class has exclusive voting rights with respect to its Rule 12b-1 distribution
plan. The net asset value per share of both classes is expected to differ from
time to time.

A contingent deferred sales charge ("CDSC"), based on the lower of the
shares' cost and current net asset value, of 2% will be charged if the Class C
shares are redeemed within one year of the purchase date or 1% if redeemed after
one year but before two years of the purchase date.

The CDSC imposed on Class C shares will be waived (i) on redemption of
shares following the death of the shareholder and (ii) on certain redemptions in
connection with IRAs and other qualified retirement plans.

Trustees, directors, officers and employees of the Trust, the Adviser,
service providers of the Trust, including members of the immediate family of
such individuals and employee benefit plans established by such entities, may
also purchase and redeem shares of a Fund without paying a sales charge.
Broker-dealers with selling agreements with the Distributor and employee benefit
plans established by same, may purchase and redeem shares of a Fund without
paying a sales charge. In addition, shares of a Fund may be purchased at net
asset value through processing organizations (broker-dealers, banks or other
financial institutions) that

<PAGE>

have a sales agreement with the Distributor. When shares are purchased this way,
the processing organization, rather than its customer, may be the shareholder of
record of the shares. The minimum initial and subsequent investments in a Fund
for shareholders who invest through a processing organization generally will be
set by the processing organization. Processing organizations may also impose
other charges and restrictions in addition to or different from those applicable
to investors who remain the shareholder of record of their shares. Thus, an
investor contemplating investing with a Fund through a processing organization
should read materials provided by the processing organization in conjunction
with this Statement of Additional Information. [Under certain circumstances,
shareholders of the Adviser's parent company, Banc Stock Group, Inc., may
purchase shares of a Fund during certain promotional periods without paying a
sales charge.] The Trustees have determined that the Funds incur no appreciable
distribution expenses in connection with sales to these investors and that it is
therefore appropriate to waive sales charges for these investors.

THE INVESTMENT ADVISER

Each Fund's investment adviser is Diamond Hill Capital Management, Inc.,
formerly known as Heartland Advisory Group, Inc., 1105 Schrock Road, Suite 437,
Columbus, Ohio 43229 (the "Adviser"). The Adviser is a wholly owned subsidiary
of The Banc Stock Group, Inc.

Under the terms of each Fund's management agreement with the Adviser ( each
a "Management Agreement"), the Adviser manages the Fund's investments. As
compensation for its management services, each Fund is obligated to pay the
Adviser a fee computed and accrued daily and paid monthly at an annual rate of
1.00% of the average daily net assets of the Fund.

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

The Adviser may make payments to banks or other financial institutions that
provide shareholder services and administer shareholder accounts. If a bank were
prohibited from continuing to perform all or a part of such services, management
of the Funds believes that there would be no material impact on a 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. A 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.

Under the terms of each Fund's administration agreement with the Adviser
(each an "Administration Agreement"), the Adviser renders all administrative and
supervisory services to the Fund. The Adviser oversees the maintenance of all
books and records with respect to each Fund's securities transactions and each
Fund's book of accounts in accordance with all applicable federal and state laws
and regulations. The Adviser also arranges for the preservation of journals,
ledgers, corporate documents, brokerage account records and other records which
are required pursuant to Rule 31a-1 promulgated under the 1940 Act. The Adviser
is also responsible for the equipment, staff, office space and facilities
necessary to perform its obligations.

Under each Administration Agreement, the Adviser assumes and pays all
ordinary expenses of the Fund not assumed by the Fund. The Fund pays all
brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and
(b) dividend expenses on securities sold short), fees and expenses of the
non-

<PAGE>

interested person trustees and extraordinary or non-recurring expenses. The
Fund also pays expenses which it is authorized to pay pursuant to Rule 12b-1
under the Act.

Pursuant to each Administration Agreement, the Adviser receives a fee which
is paid monthly at an annual rate of 0.50% of the Fund's average daily net
assets.

TRUSTEES AND OFFICERS

The names of the Trustees and executive officers of the Trust are shown
below. Each Trustee or officer who is an "interested person" of the Trust, as
defined in the Investment Company Act of 1940, is indicated by an asterisk.

<TABLE>
<CAPTION>
===================================== ========================== ===========================================================
NAME, AGE POSITION PRINCIPAL OCCUPATIONS
AND ADDRESS DURING PAST 5 YEARS
------------------------------------- -------------------------- -----------------------------------------------------------
<S> <C> <C>
Roderick H. Dillon, Jr. * President and Trustee President, Chief Executive Officer and Chief Investment
Year of Birth: 1956 Officer of The Banc Stock Group, Inc., Columbus, Ohio,
1105 Schrock Road, Suite 437 since April 2000; Vice President with Loomis, Sayles &
Columbus, Ohio 43229 Company, a financial services company, from October 1997
to April 2000; President and Chief Investment Officer of
Dillon Capital Management, an investment advisory firm,
from July 1993 to October 1997.
------------------------------------- -------------------------- -----------------------------------------------------------
Lisa R. Hunter * Trustee, Treasurer, Vice president of Banc Stock Financial Services, Inc. and
Year of Birth: 1953 Secretary and Chief Director of Compliance.** Prior to 1995, compliance
1105 Schrock Road, Suite 437 Financial Officer administrator of VESTAX Securities Corp, 1932 Georgetown
Columbus, Ohio 43229 Rd., Hudson, Ohio 44256.
------------------------------------- -------------------------- -----------------------------------------------------------
John M. Bobb Trustee Director of Headwaters Group, 8200 Clouse Road, New
Year of Birth: 1941 Albany, Ohio, a fine arts consulting agency, 1994 to
8200 Clouse Road present. Prior to 1994, sales and marketing director
New Albany, Ohio 43054 with Bush Brothers, a food company in Knoxville,
Tennessee.
------------------------------------- -------------------------- -----------------------------------------------------------
George A. Skestos Trustee President of Homewood Corporation, 750 Northlawn Drive,
Year of Birth: 1968 Columbus, Ohio 43214, a real estate development firm,
750 Northlawn Drive since September 1999; Director of the Midland Life
Columbus, Ohio 43214 Insurance Company since April 1998; Officer of Huntington
Capital Corp. from April 1994 to September 1997.
------------------------------------- -------------------------- -----------------------------------------------------------
William P. Zox Trustee ______________ of ________________, since ________,
Year of Birth: 1967 200__; Partner with Schottenstein, Zox and Dunn Co. LPA,
41 S. High St. 41 S. High St., Columbus, Ohio 43215, a law firm,
Columbus, Ohio 43215 January 2000 to _______________; Associate with
Schottenstein, Zox and Dunn Co. LPA from July 1993 to
January 2000.
===================================== ========================== ===========================================================

<FN>
** Banc Stock Financial Services, Inc. is the Trust's principal underwriter (the
"Distributor"). The Adviser and The Banc Stock Group, Inc. are affiliates of the
Distributor.
</FN>
</TABLE>

Trustee fees are Trust expenses. The compensation paid to the Trustees for
the year ended February 29, 2000 is set forth in the following table:

<PAGE>

================================ ==============================
TOTAL COMPENSATION
FROM TRUST (THE TRUST IS
NAME NOT IN A FUND COMPLEX)
-------------------------------- ------------------------------
Lisa R. Hunter 0
-------------------------------- ------------------------------
John M. Bobb $4,000
-------------------------------- ------------------------------
Virginia H. Rader* $4,000
-------------------------------- ------------------------------
Gary A. Radville* $4,000
================================ ==============================

* Ms. Rader and Mr. Radville no longer serve as Trustees of the Trust.

The Trust, the Adviser and its affiliates have adopted a Code of Ethics
that permits personnel subject to the Code to invest in securities, including,
under certain circumstances and subject to certain restrictions, securities that
may be purchased or held by a Fund. However, the Code restricts personal
investing practices by directors, officers and employees of the Adviser and its
affiliates and officers of the Trust. The Code of Ethics also restricts personal
investing practices of trustees of the Trust who have knowledge about recent
Fund trades. The Code of Ethics prohibits acquisition of securities without
preclearance in, among other events, an initial public offering or a limited
offering. These provisions are designed to put the interests of Fund
shareholders before the interest of people who manage the Funds.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for each Fund's portfolio decisions and the placing of
each Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for a Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.

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

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

<PAGE>

review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Funds under each
Management Agreement.

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

A Fund has no obligation to deal with any broker or dealer in the execution
of its transactions. [However, it is contemplated that Banc Stock Financial
Services, Inc. ("BSFS"), in its capacity as a registered broker-dealer, will
effect a portion of each Fund's securities transactions which are executed on a
national securities exchange and over-the-counter transactions conducted on an
agency basis. Such transactions will be executed at competitive commission rates
through Mesirow Financial, Inc.]

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

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

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

Each Management Agreement does not provide for a reduction of the Adviser's
fee by the amount of any profits earned by BSFS from brokerage commissions
generated from portfolio transactions of a Fund.

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

When a Fund and another of the Adviser's clients seek to purchase or sell
the same security at or about the same time, the Adviser may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for a Fund because of the increased volume of the transaction.
If

<PAGE>

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. Transactions of
advisory clients (including the Funds) may also be blocked with those of the
Adviser, the Distributor or any of their affiliates. The Adviser, the
Distributor and their affiliates will be permitted to participate in the blocked
transaction only after all orders of advisory clients (including the Funds) are
filled.

Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to its obligation of seeking best qualitative
execution, the Adviser may give consideration to sales of shares of a Fund as a
factor in the selection of brokers and dealers to execute portfolio
transactions. The Adviser (not the Funds) may pay certain financial institutions
(which may include banks, brokers, 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. In addition, the Distributor (not the Funds) may
compensate brokers and other intermediaries for directing assets to or retaining
assets in a Fund. The Distributor is a registered broker-dealer and it is
anticipated that it will receive brokerage commissions from each Fund. Both the
Adviser and the Distributor are wholly owned by Banc Stock Group, Inc., a
corporation which invests in financial services companies.

DISTRIBUTION PLANS

Effective ____________, 2001, each class of each Fund has adopted a plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940, which permits a
Fund to pay for certain distribution and promotion activities related to
marketing its shares. Pursuant to the Plans, each Fund will pay the Adviser a
fee for the Adviser's services in connection with the sales and promotion of the
Fund, including its expenses in connection therewith, at an annual rate of 0.25%
of the average daily net assets of the Class A shares and 0.75% of the average
daily net assets of the Class C shares. In addition, each Fund will pay the
Adviser a service fee at the annual rate of 0.25% of the average daily net
assets of the Class C shares. Payments received by the Adviser pursuant to
either Plan may be greater or less than distribution expenses incurred by the
Adviser with respect to the applicable class and are in addition to fees paid by
each Fund pursuant to its Management Agreement and Administration Agreement.

Under the Plans, 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 a Fund and its
shareholders, or for rendering 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
request; (b) expenses of maintaining personnel (including personnel of
organizations with which the Trust has entered into agreements related to the
Plans) who engage in or support distribution of Shares; (c) costs of preparing,
printing and distributing Fund prospectuses and statements of additional
information and reports for recipients other than existing Fund shareholders;
(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 Plans. The Funds do not participate in any joint distribution
activities with other mutual funds.

<PAGE>

The Trustees expect that the Plans will significantly enhance each Fund's
ability to expand distribution. It is also anticipated that an increase in the
size of a Fund will facilitate more efficient portfolio management and assist
the Fund in seeking to achieve its investment objective.

The Plans have been approved by the Funds' Board of Trustees, including a
majority of the Trustees who are not "interested persons" of the Funds and who
have no direct or indirect financial interest in the Plans or any related
agreement, by a vote cast in person. Continuation of the Plans and the related
agreements must be approved by the Trustees annually, in the same manner, and a
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 applicable class. Any amendment increasing the maximum percentage payable
under a Plan or other material change must be approved by a majority of the
outstanding shares of the applicable class, and all other material amendments to
a Plan or any related agreement must be approved by a majority of the
independent Trustees. Roderick H. Dillon, Jr., and Lisa R. Hunter, each a
Trustee and officer of the Trust, and William P. Zox, a Trustee of the Trust,
may benefit indirectly from payments received by the Adviser under the Plans
because of their relationships with the Adviser and its affiliates.

DETERMINATION OF SHARE PRICE

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

Securities 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
Adviser's opinion, the last bid price does not accurately reflect the current
value of the security. All other securities for which over-the-counter market
quotations are readily available are valued at their last bid price. When market
quotations are not readily available, when the Adviser determines the last bid
price does not accurately reflect the current value or when restricted
securities are being valued, such securities are valued as determined in good
faith by the Adviser, in conformity with guidelines adopted by and subject to
review of the Board of Trustees of the Trust.

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

TAXES

Each Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the Funds
will not be subject to federal income taxes

<PAGE>

to the extent that they distribute substantially all of their respective net
investment income and any realized capital gains.

INVESTMENT PERFORMANCE

Each Fund may periodically advertise "average annual total return." The
"average annual total return" of a Fund refers to the average annual compounded
rate of return over the stated period that would equate an initial amount
invested at the beginning of a stated period to the ending redeemable value of
the investment.

"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one, five and ten year periods) that would equate the initial amount
invested to the ending redeemable value, according to the following formula:

P(1+T)n=ERV

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

The computation assumes that all dividends and distributions are reinvested
at the net asset value on the reinvestment dates, that the maximum sales load is
deducted from the initial $1,000 and that a complete redemption occurs at the
end of the applicable period. If a Fund has been in existence less than one,
five or ten years, the time period since the date of the initial public offering
of shares will be substituted for the periods stated.

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

A 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 a Fund's performance to those of other investment companies or
investment vehicles. The risks associated with a 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.

Each Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings

<PAGE>

compiled by independent organizations and publications that monitor the
performance of mutual funds (such as Lipper Analytical Services, Inc.,
Morningstar, Inc., Fortune or Barron's). Performance information may be quoted
numerically or may be presented in a table, graph or other illustration.

From time to time, in advertisements, sales literature and information
furnished to present or to prospective shareholders, the performance of a 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. A Fund may use
the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.

In addition, the performance of each 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 a Fund. Performance rankings and ratings reported periodically in
national financial publications such as Barron's and Fortune also may be used.

CUSTODIAN

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

TRANSFER AGENT

Mutual Funds Service Co. (MFSCo.), 6000 Memorial Drive, Dublin, Ohio 43017
acts as each 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 Fund shares, acts as dividend
and distribution disbursing agent and performs other accounting and shareholder
service functions. MFSCo. also acts as each Fund's administrator and, in such
capacity, manages each Fund's business affairs. In addition, MFSCo., in its
capacity as fund accountant, provides each Fund with certain monthly reports,
record-keeping and other management-related services. For its services as fund
accountant, MFSCo. receives an annual fee from the Adviser equal to 0.05% of
each Fund's assets up to $100 million (subject to a minimum annual fee of
$20,000, which increases as additional classes are added).

ACCOUNTANTS

The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending February 29, 2001. McCurdy & Associates performs an annual
audit of each Fund's financial statements and provides financial, tax and
accounting consulting services as requested.

DISTRIBUTOR

Banc Stock Financial Services, Inc. ("BSFS"), 1105 Schrock Road, Suite 437,
Columbus, Ohio 43229, is the exclusive agent for distribution of shares of each
Fund. The Distributor is obligated to sell shares of each Fund on a best efforts
basis only against purchase orders for the shares. Shares of each Fund are
offered to the public on a continuous basis.

<PAGE>

THE BSG FUNDS

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

ITEM 23. EXHIBITS

(a) Articles of Incorporation

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

(ii) Copy of Amendment No. 1 to Registrant's Amended and Restated
Declaration of Trust, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 1, is hereby incorporated by reference.
Copies of other Amendments to Registrant's Amended and Restated
Declaration of Trust are filed herewith.

(b) By-Laws. Copy of Registrant's By-Laws, which was filed as an Exhibit to
Registrant's Registration Statement, is hereby incorporated by reference.

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

(d) Investment Advisory Contracts.

(i) Registrant's Management Agreement for the Diamond Hill Focus Fund with
its Adviser, Diamond Hill Capital Management, Inc., which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 8, is hereby
incorporated by reference.

(ii) Copy of Registrant's Management Agreement for the Banc Stock Group
Fund with its Adviser, Banc Stock Financial Services, Inc., is filed
herewith.

(iii) Copy of Registrant's Proposed Management Agreement for the Diamond
Hill Small Cap Fund with its Adviser, Diamond Hill Capital Management,
Inc., is filed herewith.

<PAGE>

(e) Underwriting Contracts. Copy of Registrant's Underwriting Agreement with
Banc Stock Financial Services, Inc., which was filed as an Exhibit to
Registrant's Pre- Effective Amendment, is hereby incorporated by reference.

(f) Bonus or Profit Sharing Contracts- None.

(g) Custodian Agreements. Copy of Registrant's Agreement with the Custodian,
Firstar Bank, N.A. (formerly Star Bank, N.A.), which was filed as an
Exhibit to Registrant's Pre-Effective Amendment, is hereby incorporated by
reference.

(h) Other Material Contracts.

(i) Registrant's Administrative Services Agreement with Diamond Hill
Capital Management, Inc. for the Diamond Hill Focus Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 8, is
hereby incorporated by reference.

(ii) Copy of Registrant's Administrative Services Agreement with Banc Stock
Financial Services, Inc. for the Banc Stock Group Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No. 9, is
hereby incorporated by reference.

(iii) Copy of Registrant's Administrative Services Agreement with Diamond
Hill Capital Management, Inc. for the Diamond Hill Small Cap Fund - to
be supplied.

(i) Legal Opinion.

(i) Opinion of Brown, Cummins & Brown Co., L.P.A., which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 7, is hereby
incorporated by reference.

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

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

(k) Omitted Financial Statements- None.

(l) Initial Capital Agreements. Copy of Letter of Initial Stockholder, which
was filed as an Exhibit to Registrant's Pre-Effective Amendment, is hereby
incorporated by reference.

(m) Rule 12b-1 Plans.

<PAGE>

(i) Class A Shares 12b-1 Distribution Expense Plan for the Banc Stock
Group Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 4, is hereby incorporated by reference.

(ii) Class C Shares 12b-1 Distribution Expense Plan for the Banc Stock
Group Fund, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 4, is hereby incorporated by reference.

(iii) The Diamond Hill Focus Fund (Class A) 12b-1 Distribution Expense
Plan, which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 7, is hereby incorporated by reference.

(iv) Proposed Class C Shares 12b-1 Distribution Expense Plan for the
Diamond Hill Focus Fund is filed herewith.

(v) Proposed Class A Shares 12b-1 Distribution Expense Plan for the
Diamond Hill Small Cap Fund is filed herewith.

(vi) Proposed Class C Shares 12b-1 Distribution Expense Plan for the
Diamond Hill Small Cap Fund is filed herewith.

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

(o) Powers of Attorney

(i) Power of Attorney for Registrant and Certificate with respect thereto,
which were filed as an Exhibit to Registrant's Post-Effective
Amendment No. 1, are hereby incorporated by reference.

(ii) Powers of Attorney for Trustees and Officers are filed herewith.

(p) Code of Ethics - Copy of Code of Ethics of The BSG Funds and The Heartland
Group of Companies, Inc., which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 9, is hereby incorporated by reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

None.

ITEM 25. INDEMNIFICATION

<PAGE>

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

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

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

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

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

(b) The Registrant may maintain a standard mutual fund and investment advisory
professional and directors and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant, its Trustees and
officers, and could cover its Advisers, among others. Coverage under the
policy would include losses

<PAGE>

by reason of any act, error, omission, misstatement, misleading statement,
neglect or breach of duty.

(c) Pursuant to the Underwriting Agreement, the Underwriter has agreed to
indemnify, defend, and hold the Registrant, its officers, trustees,
employees, shareholders and agents, and any person who controls the
Registrant within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending against such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which the Registrant, its trustees, officers, employees,
shareholders and agents, or any such controlling person may incur under the
1933 Act or under common law or otherwise arising out of or based upon any
untrue statement of a material fact or alleged untrue statement of a
material fact contained in information furnished in writing by the
Underwriter to the Registrant for use in the Registration Statement, or
arising out of or based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated in
the Registration Statement necessary to make such information not
misleading.

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A. Diamond Hill Capital Management, Inc., formerly known as Heartland
Advisory Group, Inc., 1105 Schrock Road, Suite 437, Columbus, Ohio
43229 ("DHCM"), adviser to the Diamond Hill Focus Fund and the Diamond
Hill Small Cap Fund, is a registered investment adviser.

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

<PAGE>

(2) Information with respect to the directors and officers of DHCM is
incorporated by reference to Schedule D of Form ADV filed by it
under the Investment Advisors Act (File No. 801-32176).

B. Banc Stock Financial Services, Inc., 1105 Schrock Road, Suite 437,
Columbus, Ohio 43229 ("BSFS"), adviser to the Banc Stock Group Fund,
is a registered investment adviser.

(1) BSFS, a registered broker-dealer, also serves as the Registrant's
principal underwriter.

(2) Information with respect to the directors and officers of BSFS is
incorporated by reference to Schedule D of Form ADV filed by it
under the Investment Advisors Act (File No. 801-55155).

ITEM 27. PRINCIPAL UNDERWRITERS

(a) None.

(b) Banc Stock Financial Services, Inc. ("BSFS"), 1105 Schrock Road,
Suite 437, Columbus, Ohio is the Registrant's principal
underwriter. Anthony J. Reilly is the President, Jeffrey C.
Barton is the Treasurer and sole Director, and Sandra L. Quinn is
the Vice President and Secretary of BSFS.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
will be maintained by the Registrant at 1105 Schrock Road, Suite 437, Columbus,
Ohio 43229 and/or by the Registrant's Custodian, Firstar Bank, N.A., 425 Walnut
Street, Cincinnati, Ohio 45202, and/or transfer and shareholder service agent,
Mutual Funds Service Co., 6000 Memorial Dr., Dublin, Ohio 43017.

ITEM 29. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A OR B

None.

ITEM 30. UNDERTAKINGS

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Cincinnati, and the State of Ohio on the 12th day of
January, 2001.

THE BSG FUNDS

By: /s/ DONALD S. MENDELSOHN
------------------------------
Donald S. Mendelsohn,
Attorney-in-Fact

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

RODERICK H. DILLON, JR.* President January 12, 2001
-----------------------------
Roderick H. Dillon, Jr.

LISA R. HUNTER* Trustee, Treasurer, January 12, 2001
----------------------------- Secretary and Chief
Lisa R. Hunter Financial Officer

JOHN M. BOBB* Trustee January 12, 2001
-----------------------------
John M. Bobb

GEORGE A. SKESTOS* Trustee January 12, 2001
-----------------------------
George A. Skestos

WILLIAM P. ZOX* Trustee January 12, 2001
-----------------------------
William P. Zox

*By: /s/ DONALD S. MENDELSOHN
-------------------------
Donald S. Mendelsohn
Executed by Donald S. Mendelsohn
on behalf of those indicated pursuant
to Powers of Attorney

<PAGE>

POST-EFFECTIVE AMENDMENT

EXHIBIT INDEX

1. Amendments to Amended and Restated Declaration of Trust . . . EX-99.23.a(ii)

2. Management Agreement for the Banc Stock Group Fund . . . . . EX-99.23.d(ii)

3. Proposed Management Agreement for the Diamond Hill
Small Cap Fund . . . . . . . . . . . . . . . . . . . . . . . EX-99.23.d(iii)

4. Consent of Brown, Cummins & Brown Co., L.P.A. . . . . . . . . EX-99.23.i(ii)

5. Consent of Independent Public Accountants . . . . . . . . . . EX-99.23.j

6. Proposed Class C Shares 12b-1 Plan for the Diamond Hill
Focus Fund . . . . . . . . . . . . . . . . . . . . . . . . . EX-99.23.m(iv)

7. Proposed Class A Shares 12b-1 Plan for the Diamond Hill
Small Cap Fund . . . . . . . . . . . . . . . . . . . . . . . EX-99.23.m(v)

8. Proposed Class C Shares 12b-1 Plan for the Diamond Hill
Small Cap Fund . . . . . . . . . . . . . . . . . . . . . . . EX-99.23.m(vi)

9. Powers of Attorney . . . . . . . . . . . . . . . . . . . . . EX-99.23.o(ii)