AMERIPRIME ADVISORS TRUST, 485APOS, 1999-10-13

AMERIPRIME ADVISORS TRUST
485APOS, 1999-10-13

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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. 1 / X /

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940

Amendment No. 2 / X /
--------- ----
(Check appropriate box or boxes.)

AmeriPrime Advisors Trust - File Nos. 333-85083 and 811-09541
- --------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
- --------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (817) 251-6700

Kenneth Trumpfheller, AmeriPrime Advisors Trust, 1793 Kingswood Drive,
Suite 200, Southlake, Texas 76092
- ---------------------------------------------------------------------------
(Name and Address of Agent for Service)

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

Approximate Date of Proposed Public Offering: October 1, 1999.

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>

MONTEAGLE FUNDS

PROSPECTUS DATED DECEMBER__, 1999

MONTEAGLE OPPORTUNITY GROWTH FUND
MONTEAGLE VALUE FUND
MONTEAGLE LARGE CAP FUND
MONTEAGLE FIXED INCOME FUND

209 10th Ave. South, Suite 332
Nashville, Tennesse 37203
(800) ___-____

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

<PAGE>

TABLE OF CONTENTS

PAGE

<PAGE>

MONTEAGLE OPPORTUNITY GROWTH FUND

INVESTMENT OBJECTIVE
The investment objective of the Monteagle Opportunity Growth Fund is long
term growth of capital.

PRINCIPAL STRATEGIES
The Fund invests primarily in common stocks of medium and large
capitalization U.S. companies (those with market capitalizations of $1 billion
or more). The Fund's adviser selects stocks that it believes demonstrate
superior earnings growth, accelerating cash flow and profit margins and high
return on equity. The adviser emphasizes companies where management and/or large
outside investors are buyers or owners of the stock or where the company itself
is repurchasing its own shares on the open market. These are the "Informed
Investors."

Common sense suggests that the Informed Investors of the corporate world
are far closer to the day-to-day activities of the companies they own or manage
and are often in a much more informed position to gauge the long term effects
certain publicly disclosed information or developments may have on the future
price of their company's stock. Similar factors determine when a security is
sold. For example, a stock may be sold if there are changes in trading activity
by Informed Investors or changes in the company's fundamentals.

Although the Fund will not concentrate in any one industry, it is
anticipated that the Fund's portfolio will be overweighted, relative to the S&P
500 Index, in a small, select group of industries which the Fund's adviser
believes offer superior growth opportunities. The Fund may also have a high
level of portfolio turnover.

PRINCIPAL RISKS OF INVESTING IN THE FUND
o COMPANY RISK. The value of the Fund may decrease in response to the
activities and financial prospects of an individual company in the Fund's
portfolio. The value of an individual company can be more volatile than the
market as a whole.
o MARKET RISK. Overall stock market risks may also affect the value of the
Fund. Factors such as domestic economic growth and market conditions,
interest rate levels, and political events affect the securities markets.
o VOLATILITY RISK. Common stocks tend to be more volatile than other
investment choices. Because the Fund will emphasize various growth
industries, the value of your shares is likely to be more volatile than a
fund that invests in a broader range of industries.
o THE FUND'S INVESTMENT STRATEGY MAY RESULT IN A HIGH PORTFOLIO TURNOVER
RATE. A HIGH PORTFOLIO TURNOVER WOULD RESULT IN CORRESPONDINGLY GREATER
BROKERAGE COMMISSION EXPENSES (WHICH WOULD LOWER THE FUND'S TOTAL RETURN)
AND MAY RESULT IN THE DISTRIBUTION TO SHAREHOLDERS OF ADDITIONAL CAPITAL
GAINS FOR TAX PURPOSES.
o The Fund has no operating history and the Fund's adviser has no prior
experience managing the assets of a mutual fund.
o An investment in the Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

IS THE FUND RIGHT FOR YOU? The Fund may be a suitable investment for:
o long term investors seeking a Fund with a growth investment strategy
o investors who can tolerate the greater risks associated with common stock
investments
o investors willing to accept greater price fluctuations than typically found
with a common stock mutual fund

<PAGE>

MONTEAGLE VALUE FUND

INVESTMENT OBJECTIVE
The investment objective of the Monteagle Value Fund is long term growth
of capital.

PRINCIPAL STRATEGIES
The Fund invests primarily in common stocks of medium and large
capitalization U.S. companies (those with market capitalizations of $1 billion
or more) that the Fund's adviser believes are undervalued based on quantitative
measures. The adviser seeks high quality companies that possess superior value
characteristics such as lower relative price valuations, above average earnings
per share growth and dividend yield. As a value oriented manager, the Fund's
adviser takes a long term (or "buy and hold") approach to managing the Fund's
portfolio. The adviser will sell a stock when the Fund's return objective is
achieved or when the fundamentals of the company have changed significantly,
either in a positive or negative direction.

IS THE FUND RIGHT FOR YOU? The Fund may be suitable for:
o long-term investors seeking a fund with a value investment strategy
o investors willing to accept price fluctuations in their investment
o investors who can tolerate the risks associated with common stock
investments

<PAGE>

MONTEAGLE LARGE CAP FUND

INVESTMENT OBJECTIVE
The investment objective of the Large Cap Fund is long term growth of
capital.

PRINCIPAL STRATEGIES
The Fund will invest at least 65% of its assets in common stocks of large
capitalization U.S. companies (those with market capitalizations above $5
billion) that the Fund's adviser believes exhibit above average and persistent
growth. The Fund's adviser's selection process starts with industrial sector
analysis to determine which groups it will overweight or underweight. The
adviser ranks individual stocks in each industrial group based on its
proprietary "Weight of the Evidence" index. This index measures percentile
ranking of each stock in the group for 5 variables:

(1) expected earnings growth in the next two fiscal years vs. last year;
(2) rate of change of the arithmetic mean of analysts' earnings estimates for
the next fiscal year;
(3) return on equity;
(4) stability of earnings growth in the past 5 years; and
(5) relative price-to-earnings multiple.

The Fund will invest at least 65% of its assets in large capitalization
companies.

The Fund may sell a stock if, in the adviser's opinion:
o stock appreciation has caused the stock to become overweighted in the
portfolio;
o the fundamental price objective has been achieved;
o the company has experienced a negative change in fundamentals; or
o the company has declined in the Weight of Evidence score, combined with
relative underperformance of the stock.

PRINCIPAL RISKS OF INVESTING IN THE FUND
o COMPANY RISK is the risk that the Fund might decrease in value in response
to the activities and financial prospects of an individual company.
o MARKET RISK is the risk that the Fund might decrease in value in response
to general market and economic conditions.
o VOLATILITY RISK means that common stocks tend to be more volatile than
other investment choices. o The Fund has no operating history and neither
the Fund's adviser nor the Fund's sub-adviser has prior experience managing
the assets of a mutual fund.
o An investment in the Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

IS THE FUND RIGHT FOR YOU? The Fund may be a suitable investment for:
o long term investors seeking a Fund with a growth investment strategy
o investors willing to accept the price fluctuations in their investment
o investors who can tolerate the greater risks associated with common stock
investments

<PAGE>

MONTEAGLE FIXED INCOME FUND
Investment Objective
The investment objective of the Monteagle Fixed Income Fund is total
return.

PRINCIPAL STRATEGIES
The Fund invests primarily in investment grade intermediate term fixed
income securities. These include U.S. Government securities, securities issued
by agencies of the U.S Government and taxable municipal bonds. The Fund may also
invest in corporate debt securities rated at least A-3 by Moody's or A- by
Standard & Poor's if, in the judgement of the Fund's adviser, the return is
sufficient to outweigh the enhanced risk.

The Fund seeks to achieve its objective of total return through capital
appreciation on the bonds and other securities held and income on those
securities held. The adviser will actively manage the portfolio and, based on
its assessment of market conditions, either lengthen or shorten the average
maturity of the portfolio and/or switch between corporate and government
obligations, with the view of maximizing the total return for the types of
obligations purchased. The Fund's adviser seeks to minimize interest rate risk
by maintaining an average maturity of the bonds and notes (on a dollar weighted
basis) of between three and eight years. The adviser uses its proprietary "Bond
Market Watch" to anticipate interest rate changes. The Fund will invest at least
65% of its assets in fixed income securities.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

o INTEREST RATE RISK. The value of your investment may decrease when interest
rates rise. To the extent the Fund invests in fixed income securities with
longer maturities, the Fund will be more greatly affected by changes in
interest rates, and will be more volatile, than a fund that invests in
securities with shorter maturities.
o DURATION RISK. Prices of fixed income securities with longer effective
maturities are more sensitive to interest rate changes than those with
shorter effective maturities.
o CREDIT RISK. The issuer of the fixed income security may not be able to
make interest and principal payments when due. Generally, the lower the
credit rating of a security, the greater the risk that the issuer will
default on its obligation.
o GOVERNMENT RISK. It is possible that the U.S. Government would not provide
financial support to its agencies if it is not required to do so by law. If
a U.S. Government agency in which the Fund invests defaults and the U.S.
Government does not stand behind the obligation, the Fund's share price or
yield could fall.
o The U. S. Government's guarantee of ultimate payment of principal and
timely payment of interest on the U. S. Government securities owned by the
Fund does not imply that the Fund's shares are guaranteed or that the price
of the Fund's shares will not fluctuate.
o An investment in the Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o The Fund has no operating history and neither the Fund's adviser nor the
Fund's sub-adviser has prior experience managing the assets of a mutual
fund.
o The Fund is not a complete investment program.
o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

IS THIS FUND RIGHT FOR YOU?

The Fund may be a suitable investment for:
o long term investors seeking a fund with an income and capital appreciation
strategy
o investors seeking to diversify their holdings with bonds and other fixed
income securities
o investors seeking higher potential returns than a money market fund.
o investors willing to accept price fluctuations in their investments.

<PAGE>

GENERAL
EACH FUND may from time to time take temporary defensive positions that
are inconsistent with the Fund's principal investment strategies in attempting
to respond to adverse market, economic, political, or other conditions. For
example, any Fund may hold all or a portion of its assets in money market
instruments, securities of no-load mutual funds or repurchase agreements. If a
Fund invests in shares of another mutual fund, the shareholders of the Fund
generally will be subject to duplicative management fees. As a result of
engaging in these temporary measures, the Funds may not achieve their investment
objectives.

The investment objective and strategies of any Fund may be changed without
shareholder approval.

PAST PERFORMANCE

Although past performance of a fund is no guarantee of how it will
perform in the future, historical performance may give you some indication of
the risk of investing in the fund because it demonstrates how its returns have
varied over time. The Bar Charts indicate the risks of investing in a Fund by
showing the changes in the Fund's performance from year to year (on a calendar
basis). The Performance Tables show how a Fund's average annual returns over
time compare with a broad measure of market performance. The Bar Chart and
Performance Table for the Value Fund and the Large Cap Fund that would otherwise
appear in this prospectus have been omitted because they have no performance
history.

The Opportunity Growth Fund and the Fixed Income Fund are each the
successor to the portfolio of a collective trust fund managed by the adviser
(and the Fund's sub-adviser) since October 1, 1992. When the Opportunity Growth
Fund and the Fixed Income Fund commenced operations on December _, 1999, the
assets from the collective trust funds were transferred to the corresponding
Fund in exchange for shares of the Fund. The adviser has represented that the
investment objective, policies and limitations of the Opportunity Growth Fund
and the Fixed Income Fund are in all material respects identical to those of the
corresponding collective trust fund.

The performance information of the Opportunity Growth Fund and the
Fixed Income Fund is the performance of the corresponding collective trust fund
for periods before each Fund's registration as a mutual fund became effective.
The performance of each collective trust fund was adjusted to reflect the
corresponding Fund's estimated expenses, as it appears in the Fee Table below.
The collective trust funds were not registered as mutual funds and therefore
were not subject to certain investment restrictions that are imposed on the
Funds. If the collective trust funds had been registered as mutual funds, the
performance may have been adversely affected.

<PAGE>

THE OPPORTUNITY GROWTH FUND
(Total return as of December 31)

[Insert bar chart with the following data points*:
1993...............(__)%
1994...............(__)%
1995...............(__)%
1996...............(__)%
1997...............(__)%
1998...............(__)%]

*The Fund's year-to-date return as of September 30, 1999 was (__)%

During the period shown, the highest return for a quarter was (__)% (Q_,
199_); and the lowest return was (__)% (Q_, 199_).

AVERAGE ANNUAL TOTAL RETURNS:
One Year Five Year Since Inception
The Fund (___)% (___)% (___)%
The ___ Index (___)% (___)% (___)%

THE FIXED INCOME FUND
(Total return as of December 31)

*The Fund's year-to-date return as of September 30, 1999 was (__)%

During the period shown, the highest return for a quarter was (__)% (Q_,
199_); and the lowest return was (__)% (Q_, 199_).

AVERAGE ANNUAL TOTAL RETURNS:
One Year Five Year Since Inception
The Fund (___)% (___)% (___)%
The ___ Index (___)% (___)% (___)%

<PAGE>

FEES AND EXPENSES OF THE FUNDS

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

Opportunity Large Cap Fixed
Income
Shareholder Fees Fund Value Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
- -----------------------------------------------------
Maximum Sales Charge (Load) NONE NONE NONE NONE
Imposed on Purchases
Maximum Deferred Sales Charge (Load) NONE NONE NONE NONE
Redemption Fee NONE NONE NONE NONE

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee 1.33% 1.35% 1.23% 1.14%
Distribution and/or Service (12b-1) Fees None None None None
Other Expenses 0.00% 0.00% 0.00% 0.00%
Total Annual Fund Operating Expenses 1.33% 1.35% 1.23% 1.14%
</TABLE>

Example:

This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods
indicated, reinvest dividends and distributions, and then redeem all of your
shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

Opportunity Value Large Cap Fixed Income
Fund Fund Fund Fund
1 Year $__ $___ $___ $___

3 Year $___ $___ $___ $___

<PAGE>

HOW TO BUY SHARES
INITIAL PURCHASE
The minimum initial investment in each Fund is $25,000 ($_____ for
qualified retirement accounts and medical savings accounts. The minimum initial
investment in each Fund is $_____ for shareholders participating in the
continuing automatic investment plan. To the extent investments of individual
investors are aggregated into an omnibus account established by an investment
adviser, broker or other intermediary, the account minimums apply to the omnibus
account, not to the account of the individual investor.

BY MAIL
You may make your initial investment by following these steps:
o complete and sign the investment application form which accompanies this
Prospectus; o draft a check made payable to the appropriate Fund; o mail the
application and check to:

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

BY WIRE
You may also purchase shares of a Fund by wiring federal funds from your bank,
which may charge you a fee for doing so. To wire money, you must call Unified
Fund Services, Inc., the Funds' transfer agent, at (800)-___-____to set up your
account and obtain an account number. You should be prepared at that time to
provide the information on the application. Then, provide your bank with the
following information for purposes of wiring your investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Ameriprime Advisors Trust
D.D.A.# _________________
Account Name _________________ (write in shareholder name)
For the Account # ______________ (write in account number)

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

ADDITIONAL INVESTMENTS
You may purchase additional shares of any Fund (subject to a $500 minimum)
by mail, wire, or automatic investment. Each additional mail purchase request
must contain:
o your name
o the name of your account(s),
o your account number(s),
o the name of the Fund
o a check made payable to the Fund
Send your purchase request to the address listed above. A bank wire should be
sent as outlined above.

AUTOMATIC INVESTMENT PLAN

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

Since the Funds are oriented to longer term investments, shares of the
Funds may be an appropriate investment medium for tax sheltered retirement
plans, including: individual retirement plans (IRAs); simplified employee
pensions (SEPs); SIMPLE plans; 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. Contact the Transfer agent
for the procedure to open an IRA or SEP plan and more specific information
regarding these retirement plan options. Please consult with your attorney or
tax adviser regarding these plans. You must pay custodial fees for your IRA by
redemption of sufficient shares of the Fund from the IRA unless you pay the fees
directly to the IRA custodian. Call the Transfer agent about the IRA custodial
fees.

OTHER PURCHASE INFORMATION

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

HOW TO REDEEM SHARES

You may receive redemption payments in the form of a check or federal
wire transfer. Presently there is no charge for wire redemptions; however, the
Funds may charge for this service in the future. Any charges for wire
redemptions will be deducted from the shareholder's Fund account by redemption
of shares. If you redeem your shares through a broker/dealer or other
institution, you may be charged a fee by that institution.

BY MAIL - You may redeem any part of your account in a Fund at no charge by
mail. Your request should be addressed to:
Ameriprime Advisors Trust
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110

"Proper order" means your request for a redemption must include:
o the Fund name and account number,
o account name(s) and address,
o the dollar amount or number of shares you wish to redeem.

This request must be signed by all registered share owner(s) in the
exact name(s) and any special capacity in which they are registered. The Funds
may require that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Funds or Unified Fund Services, Inc., you
may be required to furnish additional legal documents to insure proper
authorization.

BY TELEPHONE - You may redeem any part of your account in a Fund by
calling the transfer agent at (800) ___-____. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

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

ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the transfer agent at (800) ___-____. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen calendar days. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing or under any emergency circumstances, as
determined by the Securities and Exchange Commission, the Funds may suspend
redemptions or postpone payment dates.

Because the Funds incur certain fixed costs in maintaining shareholder
accounts, each Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$25,000 due to redemption, or such other minimum amount as the Fund may
determine from time to time. An involuntary redemption constitutes a sale. You
should consult your tax adviser concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30 day period. Your shares are subject to redemption
at any time if the Board of Trustees determines in its sole discretion that
failure to so redeem may have materially adverse consequences to all or any of
the shareholders of the Funds.

DETERMINATION OF NET ASSET VALUE

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

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

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

Each Fund typically distributes substantially all of its net investment
income in the form of dividends and taxable capital gains to its shareholders
[annually]. These distributions are automatically reinvested in the applicable
Fund unless you request cash distributions on your application or through a
written request. Dividends paid by the Funds may be eligible in part for the
dividends received deduction for corporations.

TAXES

In general, selling shares of a Fund and receiving distributions
(whether reinvested or taken in cash) are taxable events. Depending on the
purchase price and the sale price, you may have a gain or a loss on any shares
sold. Any tax liabilities generated by your transactions or by receiving
distributions are your responsibility. 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 long term capital gains distribution.

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

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

MANAGEMENT OF THE FUNDS

Nashville Capital Corporation, 209 10th Avenue South, Suite 332,
Nashville TN 37203, serves as investment adviser to the Funds. In this capacity,
Nashville Capital is responsible for the selection and ongoing monitoring of the
securities in each Fund's investment portfolio and managing the Funds' business
affairs. Nashville Capital was formed in 1986 and, as of September 30, 1999,
managed assets of approximately $98 million for financial institutions.

Each Fund is authorized to pay the adviser a fee equal to an annual
average rate as follows: Opportunity Growth Fund, __%, Value Fund, __%, Large
Cap Fund, __%, Fixed Income Fund, __%. The adviser pays all of the operating
expenses of the Fund except brokerage, taxes, borrowing costs, fees and expenses
of non-interested person trustees and extraordinary expenses. In this regard, it
should be noted that most investment companies pay their own operating expenses
directly, while the Fund's expenses, except those specified above, are paid by
the adviser.

Opportunity Growth Fund. The adviser has retained T.H. Fitzgerald, Jr. (d/b/a
T.H. Fitzgerald & Co.), 180 Church Street, Naugatuck, CT 06770, to serve as
the sub-adviser to the Opportunity Growth Fund. The firm has been
owner-managed since its founding in 1959. In 1982, it accepted its first
institutional investment management account, a Fortune 500 corporate
pension plan. Since then, the firm has directed its resources exclusively
to the management of large institutional accounts and, as of June 30, 1999,
managed nearly $220 million. T.H. Fitzgerald accepts no individual or
private accounts, regardless of size. The Monteagle Opportunity Growth Fund
offers the individual investor with access to the firms proprietary
"Informed Investors" strategy. Mr. Fitzgerald is primarily responsible for
the day to day management of the Fund. Nashville Capital has agreed to pay
T.H. Fitzgerald & Co. an annual sub-advisory fee of __%.

Value Fund. The adviser has retained Robinson Investment Group, Inc., 5301
Virginia Way, Suite 150, Brentwood, TN 37027, to serve as the sub-adviser
to the Value Fund. Founded in 1996 by Russell L. Robinson, the firm
currently manages assets of approximately $140 million for individuals,
financial institutions, pension plans, corporations and other business
entities. Mr. Russell is the President of Robinson Investment Group. He was
the Director of Investment Strategy of the adviser, Nashville Capital
Corporation, from 1990 to 1996. Mr. Russell is primarily responsible for
the day-to-day management of the Value Fund. Nashville Capital has agreed
to pay Russell Investment Group an annual sub-advisory fee of __%

LargeCap Fund and Fixed Income Fund. The adviser has retained Howe and Rushling,
Inc., 120 East Avenue, Rochester, NY 14604, to serve as the sub-adviser to
the Large Cap Fund and the Fixed Income Fund. The firm was established in
1930 and, as of September 30, 1999, had approximately $734 million in
assets under management. The firm serves primarily individual, retirement
plan, corporate and non-profit endowment clients. The Howe and Rushling
Investment Committee is primarily responsible for the day-to-day management
of the Funds. Nashville Capital has agreed to pay Howe and Rushling an
annual sub-advisory fee of __% for the Large Cap Fund and _% for the Fixed
Income Fund.

YEAR 2000 ISSUE

Like other mutual funds, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by the Funds' adviser or the Funds' various service
providers do not properly process and calculate date-related information and
data from and after January 1, 2000. This is commonly known as the "Year 2000
Issue."

The Funds' adviser has taken steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to computer systems that
are used and to obtain reasonable assurances that comparable steps are being
taken by the Funds' major service providers, including the sub-advisers. At this
time, however, there can be no assurance that these steps will be sufficient to
avoid any adverse impact on the Funds. In addition, the Funds' adviser cannot
make any assurances that the Year 2000 Issue will not affect the companies in
which the Funds invest or worldwide markets and economies.

<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 800 __-____ 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 also obtain information about the fund (including the SAI and
other reports) from the Securities and Exchange Commission on their Internet
site at http://www.sec.gov or at their Public Reference Room in Washington, D.C.
Call the SEC at 800-SEC-0330 for room hours and operation. You may also obtain
fund information by sending a written request and duplicating fee to the Public
Reference Section of the SEC, Washington, D.C. 20549-6609.

<PAGE>

AmeriPrime Advisors Trust

Monteagle Opportunity Growth Fund
Monteagle Value Fund
Monteagle Large Cap Fund
Monteagle Fixed Income Fund

STATEMENT OF ADDITIONAL INFORMATION

December ___, 1999

This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Prospectus of AmeriPrime Advisors Trust dated
December ___, 1999. A free copy of the Prospectus can be obtained by writing the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling 1-800-441-6978.

TABLE OF CONTENTS PAGE

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

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

INVESTMENT LIMITATIONS..........................................................

THE ADVISER AND SUB-ADVISERS ...................................................

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

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

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

INVESTMENT PERFORMANCE..........................................................

CUSTODIAN.......................................................................

TRANSFER AGENT..................................................................

ACCOUNTANTS.....................................................................

DISTRIBUTOR.....................................................................

ADMINISTRATOR...................................................................

DESCRIPTION OF THE TRUST AND THE FUND

The Monteagle Opportunity Growth Fund, Monteagle Value Fund, Monteagle
Large Cap Fund, and the Monteagle Fixed Income Fund (each a "Fund" or
collectively, the "Funds") were organized as diversified series of AmeriPrime
Advisors Trust (the "Trust") on August 3, 1999. The Trust is an open-end
investment company established under the laws of Ohio by an Agreement and
Declaration of Trust dated August 3, 1999 (the "Trust Agreement"). The Trust
Agreement permits the Trustees to issue an unlimited number of shares of
beneficial interest of separate series without par value. Each Fund is one of a
series of funds currently authorized by the Trustees. The investment adviser to
each Fund is Nashville Capital Corporation (the "Adviser").

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
and will been titled to receive as a class a distribution out of the assets, net
of the liabilities, belonging to that series. Expenses attributable to any
series are borne by that series. Any general expenses of the Trust not readily
identifiable as belonging to a particular series are allocated by or under the
direction of the Trustees in such manner as the Trustees determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.

Prior to the public offering of the Funds ____________________________
[insert address], purchased all of the outstanding shares of the Funds and may
be deemed to control the Funds. As the controlling shareholder,
____________________could control the outcome of any proposal submitted to the
shareholders for approval, including changes to a Fund's fundamental policies or
the terms of the management agreement with the adviser. After the public
offering commences, it is anticipated that _______________________________will
no longer control the Funds.

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

<PAGE>

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

A. Equity Securities. Each Fund (except the Fixed Income Fund) invests
in equity securities. Equity securities are common stocks, preferred stocks,
convertible preferred stocks, convertible debentures, American Depositary
Receipts ("ADR's"), rights and warrants. Convertible preferred stock is
preferred stock that can be converted into common stock pursuant to its terms.
Convertible debentures are debt instruments that can be converted into common
stock pursuant to their terms. Warrants are options to purchase equity
securities at a specified price valid for a specific time period. Rights are
similar to warrants, but normally have shorter durations. A Fund may not invest
more than 5% of its net assets at the time of purchase in rights and warrants.

B. Corporate Debt Securities. Each Fund may invest in corporate debt
securities. These are bonds or notes issued by corporations and other business
organizations, including business trusts, in order to finance their credit
needs. Corporate debt securities include commercial paper which consists of
short term (usually from one to two hundred seventy days) unsecured promissory
notes issued by corporations in order to finance their current operations. The
Adviser (and each sub-adviser) considers corporate debt securities to be of
investment grade quality if they are rated A- or higher by Standard & Poor's
Corporation ("S&P"), A-3 or higher by Moody's Investors Services, Inc.
("Moody's"), or if unrated, determined by the Fund's sub-adviser to be of
comparable quality. Investment grade debt securities generally have adequate to
strong protection of principal and interest payments. In the lower end of this
category, credit quality may be more susceptible to potential future changes in
circumstances and the securities have speculative elements. The Funds will not
invest in securities rated below investment grade. If the rating of a security
by S&P or Moody's drops below investment grade, the Fund's sub-adviser will
dispose of the security as soon as practicable (depending on market conditions)
unless the Fund's sub-adviser determines based on its own credit analysis that
the security provides the opportunity of meeting the Fund's objective without
presenting excessive risk.

C. Municipal Securities. The Fixed Income may invest in municipal
securities. These are long and short term debt obligations issued by or on
behalf of states, territories and possessions of the United States, the District
of Columbia and their political subdivisions, agencies, instrumentalities and
authorities, as well as other qualifying issuers (including the U.S. Virgin
Islands, Puerto Rico and Guam), the income from which is exempt from regular
federal income tax and exempt from state tax in the state of issuance. Municipal
securities are issued to obtain funds to construct, repair or improve various
public facilities such as airports, bridges, highways, hospitals, housing,
schools, streets and water and sewer works, to pay general operating expenses or
to refinance outstanding debts. They also may be issued to finance various
private activities, including the lending of funds to public or private
institutions for construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities. Municipal securities
consist of tax exempt bonds, tax exempt notes and tax exempt commercial paper.
Municipal notes, which are generally used to provide short term capital needs
and have maturities of one year of less, include tax anticipation notes, revenue
anticipation notes, bond anticipation notes and construction loan notes. Tax
exempt commercial paper typically represents short term, unsecured, negotiable
promissory notes. The Fund may invest in other municipal securities such as
variable rate demand instruments.

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

The Fund's' sub-adviser considers municipal securities to be
of investment grade quality if they are rated [BBB or higher by S&P, Baa or
higher by Moody's], or if unrated, determined by the Adviser (or the Fund's
sub-adviser) to be of comparable quality. Investment grade debt securities
generally have adequate to strong protection of principal and interest payments.
In the lower end of this category, credit quality may be more susceptible to
potential future changes in circumstances and the securities have speculative
elements. The Fund will not invest in securities rated below investment grade.
If the rating of a security by S&P or Moody's drops below investment grade, the
Adviser will dispose of the security as soon as practicable (depending on market
conditions) unless the Adviser determines based on its own credit analysis that
the security provides the opportunity of meeting the Fund's objective without
presenting excessive risk.

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

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

F. Collateralized Mortgage Obligations (CMOs). The Fixed Income Fund
may invest in CMOs. CMOs are securities Collateralized by mortgages or
mortgage-backed securities. CMOs are issued with a variety of classes or series,
which have different maturities and are often retired in sequence. CMOs may be
issued by governmental or non-governmental entities such as banks and other
mortgage lenders. Non-government securities may offer a higher yield but also
may be subject to greater price fluctuation than government securities.
Investments in CMOs are subject to the same risks as direct investments in the
underlying mortgage and mortgage-backed securities. In addition, in the event of
a bankruptcy or other default of an entity who issued the CMO held by a Fund,
the Fund could experience both delays in liquidating its position and losses.

G. Zero Coupon and Pay in Kind Bonds. Corporate debt securities and
municipal obligations include so-called "zero coupon" bonds and "pay-in-kind"
bonds. Zero coupon bonds do not make regular interest payments. Instead they are
sold at a deep discount from their face value. Each Fund will accrue income on
such bonds for tax and accounting purposes, in accordance with applicable law.
This income will be distributed to shareholders. Because no cash is received at
the time such income is accrued, the Fund may be required to liquidate other
portfolio securities to satisfy its distribution obligations. Because a zero
coupon bond does not pay current income, its price can be very volatile when
interest rates change. In calculating its dividend, the Funds take into account
as income a portion of the difference between a zero coupon bond's purchase
price and its face value. Certain types of CMOs pay no interest for a period of
time and therefore present risks similar to zero coupon bonds.

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

Pay-in-kind bonds allow the issuer, at its option, to make current
interest payments on the bonds either in cash or in additional bonds. The value
of zero coupon bonds and pay-in-kind bonds is subject to greater fluctuation in
response to changes in market interest rates than bonds which make regular
payments of interest. Both of these types of bonds allow an issuer to avoid the
need to generate cash to meet current interest payments. Accordingly, such bonds
may involve greater credit risks than bonds which make regular payment of
interest. Even though zero coupon bonds and pay-in-kind bonds do not pay current
interest in cash, the applicable Fund is required to accrue interest income on
such investments and to distribute such amounts at least annually to
shareholders. Thus, a Fund could be required at times to liquidate other
investments in order to satisfy its dividend requirements. No Fund will invest
more than 5% of its net assets in pay-in-kind bonds.

H. Financial Service Industry Obligations. Financial service industry
obligations include among others, the following:

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

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

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

I. Asset-Backed and Receivable-Backed Securities. The Fixed Income Fund
may invest in asset-backed securities. These securities are undivided fractional
interests in pools of consumer loans (unrelated to mortgage loans) held in a
trust. Payments of principal and interest are passed through to certificate
holders and are typically supported by some form of credit enhancement, such as
a letter of credit, surety bond, limited guaranty, or senior/subordination. The
degree of credit enhancement varies, but generally amounts to only a fraction of
the asset-backed or receivable-backed security's par value until exhausted. If
the credit enhancement is exhausted, certificate holders may experience losses
or delays in payment if the required payments of principal and interest are not
made to the trust with respect to the underlying loans. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans or the financial institution providing the credit enhancement.
Asset-backed and receivable-backed securities are ultimately dependent upon
payment of consumer loans by individuals, and the certificate holder generally
has no recourse against the entity that originated the loans. The underlying
loans are subject to prepayments which shorten the securities' weighted average
life and may lower their return. As prepayments flow through at par, total
returns would be affected by the prepayments: if a security were trading at a
premium, its total return would be lowered by prepayments, and if a security
were trading at a discount, its total return would be increased by prepayments.
The Fixed Income Fund will invest more than 5% of its net assets in asset-backed
or receivable-backed securities.

J. Loans of Portfolio Securities. Each Fund may make short and long
term loans of its portfolio securities. Under the lending policy authorized by
the Board of Trustees and implemented by the Adviser in response to requests of
broker-dealers or institutional investors which the Adviser deems qualified, the
borrower must agree to maintain collateral, in the form of cash or U.S.
government obligations, with the Fund on a daily mark-to-market basis in an
amount at least equal to 100% of the value of the loaned securities. The Fund
will continue to receive dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities, there is the risk that the borrower may fail to return the
loaned securities or that the borrower may not be able to provide additional
collateral. No loan of securities will be made if, as a result, the aggregate
amount of such loans would exceed 5% of the value of the Fund's net assets.

K. Foreign Securities. The Value Fund and Large Cap Fund may invest in
foreign equity securities through the purchase of American Depository Receipts.
American Depository Receipts are certificates of ownership issued by a U.S. bank
as a convenience to the investors in lieu of the underlying shares which it
holds in custody. The Value Fund may also invest directly in foreign equity
securities. The Fixed Income Fund may invest in dollar denominated foreign
fixed-income securities issued by foreign companies, foreign governments or
international organizations and determined by the Fund's sub-adviser to be
comparable in quality to investment grade domestic securities. No Fund will
invest in a foreign security if, immediately after a purchase and as a result of
the purchase, the total value of foreign securities owned by the Fund would
exceed 10% of the value of the total assets of the Fund. To the extent that a
Fund does invest in foreign securities, such investments may be subject to
special risks.

Foreign government obligations generally consist of debt securities
supported by national, state or provincial governments or similar political
units or governmental agencies. Such obligations may or may not be backed by the
national government's full faith and credit and general taxing powers.
Investments in foreign securities also include obligations issued by
international organizations. International organizations include entities
designated or supported by governmental entities to promote economic
reconstruction or development as well as international banking institutions and
related government agencies. Examples are the International Bank for
Reconstruction and Development (the World Bank), the European Coal and Steel
Community, the Asian Development Bank and the InterAmerican Development Bank. In
addition, investments in foreign securities may include debt securities
denominated in multinational currency units of an issuer (including
international issuers). An example of a multinational currency unit is the
European Currency Unit. A European Currency Unit represents specified amounts of
the currencies of certain member states of the European Economic Community, more
commonly known as the Common Market.

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

L. Repurchase Agreements. Each Fund may invest in repurchase agreements
fully collateralized by obligations issued by the U.S. Government or by agencies
of the U.S. governmnet ("U.S. Government obligations"). A repurchase agreement
is a short term investment in which the purchaser (i.e., a Fund) acquires
ownership of a U.S. Government obligation (which may be of any maturity) and the
seller agrees to repurchase the obligation at a future time at a set price,
thereby determining the yield during the purchaser's holding period (usually not
more than seven days from the date of purchase). Any repurchase transaction in
which 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 Trust's custodian,
other banks with assets of $1 billion or more and registered securities dealers
determined by the Fund's sub-adviser to be creditworthy.

M. Option Transactions. Each Fund may engage in option transactions
involving individual stocks and bonds as well as stock and bond indexes. An
option involves either (a) the right or the obligation to buy or sell a specific
instrument at a specific price until the expiration date of the option, or (b)
the right to receive payments or the obligation to make payments representing
the difference between the closing price of a market index and the exercise
price of the option expressed in dollars times a specified multiple until the
expiration date of the option. Options are sold (written) on securities and
market indexes. The purchaser of an option on a security pays the seller (the
writer) a premium for the right granted but is not obligated to buy or sell the
underlying security. The purchaser of an option on a market index pays the
seller a premium for the right granted, and in return the seller of such an
option is obligated to make the payment. A writer of an option may terminate the
obligation prior to expiration of the option by making an offsetting purchase of
an identical option. Options are traded on organized exchanges and in the
over-the-counter market. Call options on securities which the Funds sell (write)
will be covered or secured, which means that the Fund will own the underlying
security in the case of a call option. The Funds will sell (write) put options
only if the Fund is selling an equivalent amount of the same security short.
When the Funds write options, they may be required to maintain a margin account,
to pledge the underlying securities or U.S. government obligations or to deposit
assets in escrow with the Custodian. The Funds may also utilize spreads and
straddle strategies. A spread is the difference in price resulting from a
combination of put and call options within the same class on the same underlying
security. A straddle strategy consists of an equal number of put and call
options on the same underlying stock, stock index, or commodity future at the
same strike price and maturity date.

The purchase and writing of options involves certain risks. The
purchase of options limits a Fund's potential loss to the amount of the premium
paid and can afford a Fund the opportunity to profit from favorable movements in
the price of an underlying security to a greater extent than if transactions
were effected in the security directly. However, the purchase of an option could
result in a Fund losing a greater percentage of its investment than if the
transaction were effected directly. When a Fund writes a covered call option, it
will receive a premium, but it will give up the opportunity to profit from a
price increase in the underlying security above the exercise price as long as
its obligation as a writer continues, and it will retain the risk of loss should
the price of the security decline. When a Fund writes a put option, it will
assume the risk that the price of the underlying security or instrument will
fall below the exercise price, in which case the Fund may be required to
purchase the security or instrument at a higher price than the market price of
the security or instrument. In addition, there can be no assurance that a Fund
can effect a closing transaction on a particular option it has written. Further,
the total premium paid for any option may be lost if the Fund does not exercise
the option or, in the case of over-the-counter options, the writer does not
perform its obligations.

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

In connection with its short sales, the Fund will be required to
maintain a segregated account with its Custodian of cash or high grade liquid
assets equal to the market value of the securities sold less any collateral
deposited with its broker. The Fund will limit its short sales so that no more
than 5% of its net assets (less all its liabilities other than obligations under
the short sales) will be deposited as collateral and allocated to the segregated
account. However, the segregated account and deposits will not necessarily limit
the Fund's potential loss on a short sale, which is unlimited.

INVESTMENT LIMITATIONS

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

1. Borrowing Money. The Funds will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is an asset coverage
of 300% for all borrowings of the Funds; 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 each Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Funds from entering
into reverse repurchase transactions, provided that the Funds have an asset
coverage of 300% for all borrowings and repurchase commitments of the Funds
pursuant to reverse repurchase transactions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE ADVISER AND SUB-ADVISERS

The Adviser. The investment adviser to the Funds is Nashville Capital
209 10th Avenue South, Nashville, TN 37203 (the "Adviser"). Sydney and Larry
Catlett are the controlling shareholders of the Adviser.

Under the terms of the management agreement (the "Agreement"), the
Adviser manages each Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of each Fund except brokerage, taxes,
borrowing cost (such as (a) interest and (b) dividend expense on securities sold
short), fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay each Fund's expenses, each Fund is obligated to pay the Adviser
a fee (based on average daily net assets) computed and accrued daily and paid
monthly at the following annual rates:

FUND SIZE OPPORTUNITY VALUE FIXED INCOME LARGE CAP
GROWTH
$1-25 million 1.35% 1.35% 1.15% 1.25%
$25-50 million 1.30% 1.25% 1.10% 1.13%
$50-100 million 1.18% 1.13% 1.03% 1.08%
$100 million 1.12% 1.07% 0.97% 0.92%

The Adviser retains the right to use the name "Monteagle" 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 "Monteagle"
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. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of each Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of each
Fund believes that there would be no material impact on each Fund or its
shareholders. Banks may charge their customers fees for offering these services
to the extent permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Funds 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.

The Sub-Advisers. T.H. Fitzgerald, Jr. (d/b/a T.H. Fitzgerald & Co.
("Fitzgerald") is the sub-adviser to the Opportunity Growth Fund. Under the
terms of the sub-advisory agreement, Fitgerald receives a fee from the Adviser
computed and accrued daily and paid monthly at an annual rate of ____% of the
average daily net assets of the Opportunity Growth Fund. Robinson Investment
Group, Inc. ("Robinson") is the sub-adviser to the Value Fund. Under the
sub-advisory agreement, Robinson receives a fee from the Adviser computed and
accrued daily and paid monthly at an annual rate of ____% of the average daily
net assets of the Small-Value Fund. Howe and Rushling, Inc. ("H&R") is the
sub-adviser to the Large Cap Fund and the Fixed Income Fund. Under the terms of
the sub-advisory agreement, H&R receives a fee from the Adviser computed and
accrued daily and paid monthly at an annual rate of ___% of the average daily
net assets of the Large Cap Fund and the Fixed Income Fund, respectively.

Subject always to the control of the Board of Trustees, each
sub-adviser, at its expense, furnishes continuously an investment program for
the Fund. or Funds for which it acts as sub-adviser Each sub-adviser must use
its best judgement to make investment decisions, place all orders for the
purchase and sale of portfolio securities and execute all agreements related
thereto. Each sub-adviser makes its officers and employees available to the
Adviser from time to time at reasonable times to review investment policies and
to consult with the Adviser regarding the investment affairs of the applicable
Fund. Each sub-adviser maintains books and records with respect to the
securities transactions and renders to the Adviser such periodic and special
reports as the Adviser or the Trustees may request. Each sub-adviser pays all
expenses incurred by it in connection with its activities under the sub-advisery
agreement other than the cost (including taxes and brokerage commissions, if
any) of securities and investments purchased for a Fund.

<PAGE>

TRUSTEES AND OFFICERS

The Board of Trustees supervises the business activities of the Trust.
The names of the Trustees and executive officers of the Trust are shown below.
Each Trustee who is an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S> <C> <C>
==================================== ---------------- ======================================================================
NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
==================================== ---------------- ======================================================================
*Kenneth D. Trumpfheller President and President, Treasurer and Secretary of AmeriPrime Financial Services,
Age: 41 Trustee Inc., the Fund's administrator, and AmeriPrime Financial Securities,
1793 Kingswood Drive Inc., the Fund's distributor, since 1994. President and Trustee of
Suite 200 AmeriPrime Funds and AmeriPrime Insurance Trust. Prior to December,
Southlake, Texas 76092 1994, a senior client executive with SEI Financial Services
==================================== ---------------- ======================================================================
Paul Bellany Secretary, Secretary, Treasurer and Chief Financial Officer of AmeriPrime
Age: 39 Treasurer Financial Services, Inc. and AmeriPrime Financial Securities, Inc.;
1793 Kingswood Drive Treasurer and Secretary of AmeriPrime Funds and AmeriPrime Insurance
Suite 200 Trust. Various positions with Fidelity Investments from 1987 to
Southlake, Texas 76092 1998; most recently Fund Reporting Unit Manager.
==================================== ---------------- ======================================================================
Mark W. Muller Trustee Account Manager for Clarion Technologies, a manufacturer of
Age: 35 automotive, heavy truck, and consumer goods, from 1996 to present.
175 Westwood Drive From 1986 to 1996, an engineer for Sicor, a telecommunication
Suite 300 hardware company.
Southlake, Texas 76092

==================================== ================ ======================================================================
Richard J. Wright, Jr. Trustee Various positions (most recently Program Manager) with Texas
Age 37 Instruments, a technology company, from 1985 to present.
8505 Forest Lane
MS 8672
Dallas, Texas 75243

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

</TABLE>

<PAGE>

The following table estimates the Trustees' compensation for the first
full fiscal year. Trustee fees are Trust expenses and each series of the Trust
pays a portion of the Trustee fees.
<TABLE>
<S> <C> <C>

==================================== ----------------------- ==================================
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM TRUST (THE TRUST IS
NAME FROM TRUST NOT IN A FUND COMPLEX)
==================================== ----------------------- ==================================
Kenneth D. Trumpfheller 0 0
==================================== ----------------------- ==================================
Mark W. Muller $6,000 $6,000
==================================== ======================= ==================================
Richard J. Wright $6,000 $6,000
==================================== ======================= ==================================
</TABLE>

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

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

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

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

While each Fund contemplates no ongoing arrangements with any other
brokerage firms, brokerage business may be given from time to time to other
firms. StoneRidge Investment Partners, L.L.C. will not receive reciprocal
brokerage business as a result of the brokerage business placed by the Funds
with others.

When a Portfolio 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 the Portfolios because of the increased volume of the
transaction. If the entire blocked order is not filled, the Portfolio 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 Portfolio may not be
able to obtain as large an execution of an order to sell or as high a price for
any particular portfolio security if the other client desires to sell the same
portfolio security at the same time. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis. The allocation may be adjusted by the Adviser, taking into account such
factors as the size of the individual orders and transaction costs, when the
Adviser believes an adjustment is reasonable.

DETERMINATION OF SHARE PRICE

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

<PAGE>

INVESTMENT PERFORMANCE

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

P(1+T)n=ERV

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

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates 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 each 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.

A Fund's "yield" is determined in accordance with the method defined by
the Securities and Exchange Commission. A yield quotation is based on a 30 day
(or one month) period and is computed by dividing the net investment income per
share earned during the period by the maximum offering price per share on the
last day of the period, according to the following formula:

Yield = 2[(a-b/cd+1)6-1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period

Solely for the purpose of computing yield, dividend income recognized
by accruing 1/360 of the stated dividend rate of the security each day that the
Fund owns the security. Generally, interest earned (for the purpose of "a"
above) on debt obligations is computed by reference to the yield to maturity of
each obligation held based on the market value of the obligation (including
actual accrued interest) at the close of business on the last business day prior
to the start of the 30-day (or one month) period for which yield is being
calculated, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest). With respect to the treatment of
discount and premium on mortgage or other receivable-backed obligations which
are expected to be subject to monthly paydowns of principal and interest, gain
or loss attributable to actual monthly paydowns is accounted for as an increase
or decrease to interest income during the period and discount or premium on the
remaining security is not amortized.

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 initial public offering of the Fund's shares) 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 the Fund's average annual total return as described above.

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

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

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

CUSTODIAN

Firstar Bank, N.A., 425 Walnut Street M.L 6118, Cincinnati, Ohio 45202,
is Custodian of the Funds' investments. The Custodian acts as the Funds'
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Funds' request and
maintains records in connection with its duties.

TRANSFER AGENT

Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Funds' transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' Inquiries concerning their accounts, processes purchases and
redemptions of the Funds' shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Funds with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the equal to 0.0275% of each Fund's assets up to $100 million (subject to
various monthly minimum fees, the maximum being $2,100 per month for assets of
$20 to $100 million).

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 first fiscal year. McCurdy & Associates performs an annual audit of the
Funds' financial statements and provides financial, tax and accounting
consulting services as requested.

DISTRIBUTOR

AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Funds. The Distributor is obligated to sell the shares of the Funds on a best
efforts basis only against purchase orders for the shares. Shares of the Funds
are offered to the public on a continuous basis.

ADMINISTRATOR

The Funds retain AmeriPrime Financial Services, Inc., 1793
Kingswood Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage
the Funds' business affairs and provide the Funds with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. The Administrator receives a monthly fee from the Adviser equal to
an annual average rate of 01.0% of each Fund's average daily net assets up to
fifty million dollars, 0.075% of each Fund's average daily net assets from fifty
to one hundred million dollars and 0.050% of each fund's average daily net
assets over one hundred million dollars.

<PAGE>

ADVISORS TRUST

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Articles of Incorporation. Registrant's Agreement and Declaration of
Trust, which was filed as an Exhibit to Registrant's Registration
Statement, is hereby incorporated by reference.

(b) By-laws. Registrant's By-laws, which were filed as an Exhibit to
Registrant's Registration Statement, are hereby incorporated by
reference.

(c) Instruments Defining Rights of Security Holder. None (other than in the
Declaration of Trust and By-laws of the Registrant).

(d) Investment Advisory Contracts.

(i) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Equity Fund which was filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1,
is hereby incorporated by reference.

(ii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Small Cap Equity Fund which
was filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by reference.

(iii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Bond Fund which was filed as
an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.

(iv) Registrant's proposed Form of Management Agreement for the
Monteagle Opportunity Growth Fund, Monteagle Value Fund,
Monteagle Large Cap Fund and Monteagle Fixed Income Fund is
filed herewith.

(v) Registrant's proposed Form of Sub-Advisory, for the Monteagle
Opportunity Growth Fund, Monteagle Value Fund, Monteagle Large
Cap Fund and Monteagle Fixed Income Fund is filed herewith.

(e) Underwriting Contracts.

(i) Registrant's Underwriting Agreement with AmeriPrime Financial
Securities, Inc. which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by
reference.

(ii) Registrant's form of Dealer Agreement to be supplied.

(f) Bonus or Profit Sharing Contracts. None.

(g) Custodian Agreements. Registrant's Custodian Agreement with Firstar
Bank, N.A. which was filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by reference.

(h) Other Material Contracts. None.

Legal Opinion.

(i) Opinion and Consent of Brown, Cummins & Brown Co., L.P.A. which was
filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1
is hereby incorporated by reference.

(ii) Opinion and 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. Letter of Initial Stockholder, which was
filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.

(m) Rule 12b-1 Plan. None.

(n) Financial Data Schedule - None.

(o) Rule 18f-3 Plan. None

(p) Power of Attorney.

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

(ii) Powers of Attorney for the Trustees and Officers which were filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.

Item 24. Persons Controlled by or Under Common Control with the Funds

On September 24, 1999, Highcrest Partners, LP purchased all of the outstanding
shares of the Equity Fund and the Small Cap Fund. As a member of Stoneridge
Investment Partners, LLC (the Funds' adviser), Highcrest Partners, LP may be
deemed to control the Equity Fund, the Small Cap Fund and the Funds' adviser.

Item 25. Indemnification

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

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

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

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

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

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

(c) 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) Stoneridge Investment Partners, LLC ("Stoneridge"), 3421 Saint Davids Road,
Newtown Square, PA 19073, adviser to the Stoneridge Equity Fund, Stoneridge
Small Cap Equity Fund and Stoneridge Bond Fund, is a registered investment
adviser.
(i) Stoneridge has engaged in no other business during the past two fiscal
years.

(ii) Information with respect to each officer and member of Stoneridge is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-56755).

Item 27. Principal Underwriters

(a) AmeriPrime Financial Securities, Inc. is the Registrant's principal
underwriter. Kenneth D. Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary and Treasurer of the
underwriter and the President and a Trustee of the Registrant. It is also the
underwriter for the AmeriPrime Funds, AmeriPrime Insurance Trust, the Kenwood
Funds, the Rockland Funds Trust, the TANKA Funds, Inc. and the Grand Prix Fund.

(b) Information with respect to each director and officer of AmeriPrime
Financial Securities, Inc. is incorporated by reference to Schedule A of Form BD
filed by it under the Securities Exchange Act of 1934 (File No. 8-48143).

Item 28. Location of Accounts and Records

Accounts, books and other documents required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the Rules promulgated thereunder will
be maintained by the Registrant at 1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092 and/or by the Registrant's Custodian, Firstar Bank, N.A., 425 Walnut
Street, Cincinnati, Ohio 45202, and/or by the Registrant's Transfer Agent,
Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis,
Indiana 46204.

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

None.

Item 30. Undertakings

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio on the 12th__ day of
October, 1999.

AmeriPrime Advisors Trust

By: _/s/_____________________

James R.Cummins

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.

____________________________ *By:_/s/_____________________

Kenneth D. Trumpfheller,* James R. Cummins
President and Trustee Attorney-in-Fact
October 12__, 1999

____________________________
Mark Muller,* Trustee

____________________________
Richard Wright,* Trustee

____________________________
Paul S. Bellany,* Treasurer

<PAGE>

EXHIBIT INDEX

1. Proposed Form of Management Agreement for Monteagle Funds......EX-99.23.d.1

2. Proposed Form of Sub-Advisory Agreement........................EX-99.23.d.2

3. Opinion and Consent of Brown, Cummins & Brown Co., L.P.A.........EX-99.23.i

4. Consent of McCurdy & Associates CPA's, Inc.......................EX-99.23.j

MANAGEMENT AGREEMENT

TO: _____________________
=====================

Dear Sirs:

AmeriPrime Advisors Trust (the "Trust") herewith confirms our agreement
with you.

The Trust has been organized to engage in the business of an investment
company. The Trust currently offers [several] series of shares to investors, one
of which is the Monteagle _______ Fund (the "Fund").

You have been selected to act as the sole investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
you are willing to act as such investment adviser and to perform such services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows effective upon the date of the execution of this
Agreement.

1. ADVISORY SERVICES

You will regularly provide the Fund with such investment advice as you in
your discretion deem advisable and will furnish a continuous investment program
for the Fund consistent with the Fund's investment objectives and policies. You
will determine the securities to be purchased for the Fund, the portfolio
securities to be held or sold by the Fund and the portion of the Fund's assets
to be held uninvested, subject always to the Fund's investment objectives,
policies and restrictions, as each of the same shall be from time to time in
effect, and subject further to such policies and instructions as the Board may
from time to time establish. You will advise and assist the officers of the
Trust in taking such steps as are necessary or appropriate to carry out the
decisions of the Board and the appropriate committees of the Board regarding the
conduct of the business of the Fund. You may delegate any or all of the
responsibilities, rights or duties described in this paragraph 1 to one or more
sub-advisers who shall enter into agreements with you, which agreements shall be
approved and ratified by the Board including a majority of the trustees who are
not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the Fund.

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay all operating expenses of the Fund, including the compensation
and expenses of any employees of the Fund and of any other persons rendering any
services to the Fund; clerical and shareholder service staff salaries; office
space and other office expenses; fees and expenses incurred by the Fund in
connection with membership in investment company organizations; legal, auditing
and accounting expenses; expenses of registering shares under federal and state
securities laws, [excluding] [including] expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares [(including)/excluding expenses which the Fund is authorized
to pay pursuant to Rule 12b-1 under the Investment Company Act of 1940,
(the"1940 Act") as amended); and all other operating expenses not specifically
assumed by the Fund.

The Fund will pay 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-interested person trustees and such extraordinary
or non-recurring expenses as may arise, including litigation to which the Fund
may be a party and indemnification of the Trust's trustees and officers with
respect thereto. [The Fund will also pay expenses which it is authorized to pay
pursuant to Rule 12b-1 under the 1940 Act.] You may obtain reimbursement from
the Fund, at such time or times as you may determine in your sole discretion,
for any of the expenses advanced by you, which the Fund is obligated to pay, and
such reimbursement shall not be considered to be part of your compensation
pursuant to this Agreement.

3. COMPENSATION OF THE ADVISER

For all of the services to be rendered and payments to be made as provided
in this Agreement, as of the last business day of each month, the Fund will pay
you a fee at the annual rate of ___% of the average value of its daily net
assets.

The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the Fund's net assets may lawfully be determined, on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation payable at the end of such month
shall be computed on the basis of the value of the net assets of the Fund as
last determined (whether during or prior to such month).

4. EXECUTION OF PURCHASE AND SALE ORDERS

In connection with purchases or sales of portfolio securities for the
account of the Fund, it is understood that you will arrange for the placing of
all orders for the purchase and sale of portfolio securities for the account
with brokers or dealers selected by you, subject to review of this selection by
the Board from time to time. You will be responsible for the negotiation and the
allocation of principal business and portfolio brokerage. In the selection of
such brokers or dealers and the placing of such orders, you are directed at all
times to seek for the Fund the best qualitative execution, 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.

You should generally seek favorable prices and commission rates that are
reasonable in relation to the benefits received. In seeking best qualitative
execution, you are authorized to select brokers or dealers who also provide
brokerage and research services to the Fund and/or the other accounts over which
you exercise investment discretion. You are authorized to pay a broker or dealer
who provides such brokerage and research services a commission for executing a
Fund portfolio transaction which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
you determine in good faith that the amount of the commission is reasonable in
relation to the value of the brokerage and research services provided by the
executing broker or dealer. The determination may be viewed in terms of either a
particular transaction or your overall responsibilities with respect to the Fund
and to accounts over which you exercise investment discretion. The Fund and you
understand and acknowledge that, although the information may be useful to the
Fund and you, it is not possible to place a dollar value on such information.
The Board shall periodically review the commissions paid by the Fund to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Fund.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best qualitative execution as
described above, you may give consideration to sales of shares of the Fund as a
factor in the selection of brokers and dealers to execute Fund portfolio
transactions.

Subject to the provisions of the 1940 Act, and other applicable law, you,
any of your affiliates or any affiliates of your affiliates may retain
compensation in connection with effecting the Fund's portfolio transactions,
including transactions effected through others. If any occasion should arise in
which you give any advice to clients of yours concerning the shares of the Fund,
you will act solely as investment counsel for such client and not in any way on
behalf of the Fund. Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you may render investment
advice, management and other services to others, including other registered
investment companies.

5. LIMITATION OF LIABILITY OF ADVISER

You may rely on information reasonably believed by you to be accurate and
reliable. Except as may otherwise be required by the 1940 Act or the rules
thereunder, neither you nor your shareholders, members, officers, directors,
employees, agents, control persons or affiliates of any thereof shall be subject
to any liability for, or any damages, expenses or losses incurred by the Trust
in connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under, or payments made
pursuant to, this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of your duties under this Agreement,
or by reason of reckless disregard by any of such persons of your obligations
and duties under this Agreement.

Any person, even though also a director, officer, employee, member,
shareholder or agent of you, who may be or become an officer, director, trustee,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee, member,
shareholder or agent of you, or one under your control or direction, even though
paid by you.

6. DURATION AND TERMINATION OF THIS AGREEMENT

This Agreement shall take effect on the date of its execution, and shall
remain in force for a period of two (2) years from the date of its execution,
and from year to year thereafter, subject to annual approval by (i) the Board or
(ii) a vote of a majority of the outstanding voting securities of the Fund,
provided that in either event continuance is also approved by a majority of the
trustees who are not interested persons of you or the Trust, by a vote cast in
person at a meeting called for the purpose of voting such approval.

This Agreement may, on sixty days written notice, be terminated with
respect to the Fund, at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the Fund,
or by you. This Agreement shall automatically terminate in the event of its
assignment.

7. USE OF NAME

The Trust and you acknowledge that all rights to the name "______________"
or any variation thereof belong to you, and that the Trust is being granted a
limited license to use such words in its Fund name or in any class name. In the
event you cease to be the adviser to the Fund, the Trust's right to the use of
the name "___________" shall automatically cease on the ninetieth day following
the termination of this Agreement. The right to the name may also be withdrawn
by you during the term of this Agreement upon ninety (90) days' written notice
by you to the Trust. Nothing contained herein shall impair or diminish in any
respect, your right to use the name "_________" in the name of, or in connection
with, any other business enterprises with which you are or may become
associated. There is no charge to the Trust for the right to use this name.

8. AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by the Board, including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

The term "[insert name of Trust]" means and refers to the Trustees from
time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by officers of the Trust, acting as such, and neither
such authorization by such trustees and shareholders nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.

10. SEVERABILITY

In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.

11. QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State of Ohio.

(b) For the purpose of this Agreement, the terms "majority of the
outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.

(c) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretation thereof, if any, by the United States courts or
in the absence of any controlling decision of any such court, by the Securities
and Exchange Commission or its staff. In addition, where the effect of a
requirement of the 1940 Act, reflected in any provision of this Agreement, is
revised by rule, regulation, order or interpretation of the Securities and
Exchange Commission or its staff, such provision shall be deemed to incorporate
the effect of such rule, regulation, order or interpretation.

12. NOTICES

Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust is
_____________________________, and your address for this purpose shall be
__________________________.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

14. BINDING EFFECT

Each of the undersigned expressly warrants and represents that he has the
full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.

15. CAPTIONS

The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.

If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
upon the date thereof.

Yours very truly,
ATTEST:

AmeriPrime Advisors Trust

By: _______________________________ By:_________________________________
Name/Title Name/Title

Dated: ___________, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

[Insert Adviser name]

By:_________________________________ By:_________________________________
Name/Title Name/Title

Dated: ___________, 1999

AMERIPRIME ADVISORS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT

INVESTMENT SUB-ADVISORY AGREEMENT, dated as of _________ __, 1999,
between _______________________________, a _________ corporation (the
"Adviser"), and ________________________________, a ________ corporation (the
"Sub-Advisor").

W I T N E S E T H:

WHEREAS, the Adviser acts as the investment adviser to AmeriPrime
Advisors Trust, an Ohio business trust (the "Trust"), pursuant to a Management
Agreement, dated as of _________ __, 1999 (the "Advisory Agreement");

WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the Adviser desires to retain the Sub-Adviser to render
investment sub-advisory services to the funds of the Trust set forth on the
Exhibits to this Agreement (the "Funds"), and the Sub-Adviser is willing to
render such services.

NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:

SECTION 1. APPOINTMENT AND STATUS OF SUB-ADVISER. The Adviser hereby
appoints the Sub-Adviser to act as its agent to provide investment advisory
service to each class of shares of beneficial interest of the Trust set forth on
an executed Exhibit to this Agreement (each a "Fund"), for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided. Although the Sub-Adviser shall be an agent of the Adviser, the
Sub-Adviser shall for all purposes herein be deemed to be an independent
contractor of the Adviser and the Trust and shall, unless otherwise expressly
provided herein or authorized by the Adviser or the Board of Trustees of the
Trust from time to time, have no authority to act for or represent the Adviser
or the Trust in any way or otherwise be deemed an agent of the Trust.

SECTION 2. SUB-ADVISER'S DUTIES. Subject to the general supervision of
the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser
shall, employing its discretion, manage the investment operations of each Fund
and the composition of the portfolio of securities and investments (including
cash) belonging to each Fund, including the purchase, retention and disposition
thereof and the execution of agreements relating thereto, in accordance with the
Fund's investment objective, policies and restrictions as stated in the Trust's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:

(a) The Sub-Adviser shall furnish a continuous investment program for
each Fund and determine from time to time what investments or securities will be
purchased, retained or sold by each Fund and what portion of the assets
belonging to each Fund will be invested or held uninvested as cash;

(b) The Sub-Adviser shall use its best judgment in the performance of
its duties under this Agreement;

(c) The Sub-Adviser, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Trust's Declaration of
Trust, its By-Laws and its Prospectus and with the instructions and directions
of the Trust's Board of Trustees and the Adviser and will conform to and comply
with the requirements of the 1940 Act and all other applicable federal and state
laws and regulations;

(d) The Sub-Adviser shall determine the securities to be purchased or
sold by each Fund and as agent for the Trust will effect portfolio transactions
pursuant to its determinations either directly with the issuer or with any
broker and/or dealer in such securities, subject to Section 3 below;

(e) The Sub-Adviser shall maintain books and records with respect to
the securities transactions of each Fund and shall render to the Adviser and the
Trust's Board of Trustees such periodic and special reports as the Adviser or
the Board may request; and

(f) The Sub-Adviser shall provide the Trust's custodian with such
information relating to the Trust as may be required under the terms of the
then-current custody agreement between the Trust and the custodian.

SECTION 3. BROKERAGE. In placing orders with brokers and/or dealers,
the Sub-Adviser is directed at all times to seek best price and execution for
purchases and sales on behalf of each Fund, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker
or dealer and the brokerage and research services provided by the broker or
dealer. Sub-Adviser should generally seek favorable prices and commission rates
that are reasonable in relation to the benefits received. Subject to such
conditions as may be imposed by the Trust's Board of Trustees, the Sub-Adviser
may pay commissions to brokers and/or dealers that are higher than might be
charged by another qualified broker to obtain brokerage and/or research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) considered by the Sub-Adviser to be
useful or desirable in the performance of the Sub-Adviser's duties hereunder, if
the Sub-Adviser determines in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or Sub-Adviser's overall
responsibilities with respect to the Funds and to accounts over which
Sub-Adviser exercises investment discretion. The Funds and the Sub-Adviser
understands and acknowledges that, although the information may be useful to the
Funds and the Sub-Adviser, it is not possible to place a dollar value on such
information. The Board shall periodically review the commissions paid by the
Funds to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Funds.

Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., and subject to seeking best qualitative execution
as described above, the Sub-Adviser may give consideration to sales of shares of
the Funds as a factor in the selection of brokers and dealers to execute Fund
portfolio transactions.

Subject to the foregoing and to such conditions as may be imposed by
the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act,
Exchange Act, and other applicable law, nothing herein shall prohibit the
Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons"
of the Sub-Adviser, the Adviser or the Trust. On occasions when the Sub-Adviser
deems the purchase or sale of a security to be in the best interest of the Trust
as well as other customers, the Sub-Adviser may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Sub-Adviser in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Trust and, if applicable,
to such other customers.

If any occasion should arise in which the Sub-Adviser gives any advice
to clients of Sub-Adviser concerning the shares of any Fund, Sub-Adviser will
act solely as investment counsel for such client and not in any way on behalf of
the Fund. Sub-Adviser's services to the Funds pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that Sub-Adviser may render
investment advice, management and other services to others, including other
registered investment companies.

SECTION 4. BOOKS AND RECORDS. The Sub-Adviser shall keep the Trust's
books and records required to be maintained by it pursuant to Section 2(e) of
this Agreement. The Sub-Adviser agrees that all records which it maintains for
the Trust are the property of the Trust and it will promptly surrender any of
such records to the Trust upon the Trust's request. The Sub-Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records as are required to be maintained by the Sub-Adviser with
respect to the Trust by Rule 31a-1 under the 1940 Act.

SECTION 5. EXPENSES OF THE SUB-ADVISER. During the term of this
Agreement, the Sub-Adviser will pay all expenses (including without limitation
the compensation of all trustees or officers of the Trust who are "interested
persons" of the Sub-Adviser, as defined in the 1940 Act) incurred by it in
connection with its activities under this Agreement other than the cost of
securities and investments purchased for each Fund (including taxes and
brokerage commissions, if any).

SECTION 6. COMPENSATION OF THE SUB-ADVISER. For the services provided
and the expenses borne pursuant to this Agreement, the Adviser will pay to the
Sub-Adviser as full compensation therefor a fee with respect to each Fund at an
annual rate as set forth on the Exhibit executed with respect to such Fund and
attached hereto. This fee for each month will be paid to the Sub-Adviser during
the succeeding month. For purposes of determining the fee payable hereunder, the
net asset value of each Fund shall be calculated in the manner specified in the
Trust's Prospectus.

SECTION 7. USE OF NAME. The Trust, Adviser and Sub-Adviser acknowledge
that all rights to the name "Shepherd Values" belong to the Adviser, and that
the Trust is being granted a limited license to use such words in its Fund name
or in any class name. In the event the Adviser ceases to be the Adviser, the
Trust's right to the use of the name "Shepherd Values" shall automatically cease
on the ninetieth day following the termination of this Agreement. The right to
the name may also be withdrawn by the Adviser during the term of the Management
Agreement upon ninety (90) days' written notice by the Adviser to the Trust.
Nothing contained herein shall impair or diminish in any respect the Adviser's
right to use the name "Shepherd Values" in the name of, or in connection with,
any other business enterprises with which the Adviser is or may become
associated. There is no charge to the Trust for the right to use these names.

SECTION 8. LIABILITY OF THE SUB-ADVISER. Neither Sub-Adviser nor its
shareholders, members, officers, directors, employees, agents, control persons
or affiliates of any thereof, shall be liable for any error of judgment or
mistake of law or for any loss suffered by any Fund in connection with the
matters to which this Agreement relates except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.

Any person, even though also a director, officer, employee,
shareholder, member or agent of Sub-Adviser, who may be or become an officer,
director, trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust (other
than services or business in connection with Sub-Adviser's duties hereunder), to
be rendering such services to or acting solely for the Trust and not as a
director, officer, employee, shareholder, member or agent of Sub-Adviser, or one
under Sub-Adviser's control or direction, even though paid by Sub-Adviser.

SECTION 9. DURATION AND TERMINATION. The term of this Agreement shall
begin on the date of this Agreement for each Fund that has executed an Exhibit
hereto on the date of this Agreement and shall continue in effect with respect
to each such Fund (and any subsequent Funds added pursuant to an Exhibit
executed during the initial two-year term of this Agreement) for a period of two
years from the date of its execution. This Agreement shall continue in effect
from year to year thereafter, subject to termination as hereinafter provided, if
such continuance is approved at least annually by (a) a majority of the
outstanding voting securities (as defined in the 1940 Act) of such Fund or by
vote of the Trust's Board of Trustees, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval. If a Fund
is added pursuant to an Exhibit executed after the date of this Agreement as
described above, this Agreement shall become effective with respect to that Fund
upon execution of the applicable Exhibit and shall continue in effect until the
next annual continuance of this Agreement and from year to year thereafter,
subject to approval as described above. This Agreement may be terminated by the
Adviser or the Trust with respect to any Fund at any time, without the payment
of any penalty, by the Adviser with the consent of the Trust's Board of
Trustees, by the Trust's Board of Trustees, or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of such Fund, in any
such case on 30 days' written notice to the Sub-Adviser, or by the Sub-Adviser
at any time, without the payment of any penalty, on 90 days' written notice to
the Adviser. This Agreement will automatically and immediately terminate in the
event of its assignment (as defined in the 1940 Act).

SECTION 10. AMENDMENT. This Agreement may be amended by mutual consent
of the Adviser, the Sub-Adviser and the Trust, but the consent of the Trust must
be approved (a) by vote of a majority of those Trustees of the Trustee who are
not parties to this Agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for the purpose of
voting on such amendment, and (b) if required under then current interpretations
of the 1940 Act by the Securities and Exchange Commission, by vote of a majority
of the outstanding voting securities (as defined in the 1940 Act) of each Fund
affected by such amendment.

SECTION 11. NOTICES. Notices of any kind to be given in writing and
shall be duly given if mailed or delivered to the Sub-Adviser at 102 South
Tajon, Suite 430, Colorado Springs, CO 80903, and to the Adviser at 102 South
Tajon, Suite 430, Colorado Springs, CO 80903, or at such other address or to
such other individual as shall be specified by the party to be given notice.

SECTION 12. GOVERNING LAW. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, without regard to
the conflicts of laws principles thereof, and (b) any question of interpretation
of any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act, shall be resolved by reference
to such term or provision of the 1940 Act and to interpretation thereof, if any,
by the United States courts or in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to said 1940 Act. In addition, where the effect of a
requirement of the Act, reflected in any provision of this Agreement is revised
by rule, regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.

SECTION 13. SEVERABILITY. In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall not affect the
remainder of this Agreement, which shall continue to be in force.

SECTION 14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

SECTION 15. BINDING EFFECT. Each of the undersigned expressly warrants and
represents that he has the full power and authority to sign this Agreement on
behalf of the party indicated, and that his signature will operate to bind the
party indicated to the foregoing terms.

SECTION 16. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereto for otherwise affect their construction or effect.

SECTION 17. CHANGE OF CONTROL. Sub-Adviser undertakes to notify Adviser and
the Trust in writing sufficiently in advance of any change of control; as
defined in Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider
whether an assignment, as defined in Section 2(a)(4) of the 1940 Act, would
occur.

SECTION 18. OTHER BUSINESS. Except as set forth above, nothing in this
Agreement shall limit or restrict the right of any of the Sub-Adviser's
partners, officers or employees who may also be a trustee, officer, partner or
employee of the Trust to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict the
Sub-Adviser's right to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the date and year first above
written.

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

By __________________________________ By_____________________

Name: ____________________ Name:___________________

Title: ____________________________ Title:___________________

<PAGE>

EXHIBIT A
TO
INVESTMENT SUB-ADVISORY AGREEMENT

AMERIPRIME ADVISORS TRUST

For all services rendered by the Sub-Adviser hereunder with respect to
the above-named Funds, the Adviser shall pay to the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual fee with respect to each Fund equal to the percentage of
the average daily net assets of the Fund set forth opposite its name below:

Name of Fund Fee Percentage
__________________________ Fund ______%

IN WITNESS WHEREOF, the parties hereto have caused this Exhibit to be
executed by their officers designated below as of the date set forth below.

- -------------------------------. ----------------------
By ____________________________ By______________________

Name: _________________________ Name:___________________

Title: ________________________ Title:____________________

BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET MELANIE S. CORWIN
JAMES R. CUMMINS CINCINNATI, OHIO 45202 JOANN M. STRASSER
ROBERT S BROWN TELEPHONE (513) 381-2121 AARON A. VANDERLAAN
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125
LYNNE SKILKEN OF COUNSEL
AMY G. APPLEGATE GILBERT BETTMAN
KATHRYN KNUE PRZYWARA

October 12, 1999

AmeriPrime Advisors Trust
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092

Gentlemen:

This letter is in response to your request for our opinion in
connection with the filing of the Post-Effective Amendment No. 1 of AmeriPrime
Advisors Trust (the "Trust").

We have examined a copy of the Trust's Agreement and Declaration of
Trust, the Trust's By-Laws, the Trust's record of the various actions by the
Trustees thereof, and all such agreements, certificate of public officials,
certificates of officers and representatives of the Trust and others, and such
other documents, papers, statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.

Based upon the foregoing, we are of the opinion that, after
registration is effective for purposes of federal and applicable state
securities laws, the shares of Monteagle Opportunity Growth Fund, Monteagle
Value Fund, Monteagle Large Cap Fund and Monteagle Fixed Income Fund series of
the Trust, if issued in accordance with the Prospectus and Statement of
Additional Information of the Trust, will be legally issued, fully paid and
non-assessable.

We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Post-Effective Amendment
No. 1.

Very truly yours,

/s/

Brown, Cummins & Brown Co., L.P.A.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to all references to our
firm included in or made a part of this Post-Effective Amendment No. 1 to
AmeriPrime Advisors Trust's Registration Statement on Form N-1A (file No.
333-85083), including the reference to our firm under the heading "ACCOUNTANTS"
in the Statement of Additional Information.

_/ s /___________________________
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
October __, 1999