AMERIPRIME ADVISORS TRUST
N-30D, 2000-05-22
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<TABLE>
<CAPTION>
StoneRidge Equity Fund
Schedule of Investments - February 29, 2000
(Unaudited)

<S>                                                              <C>                      <C>
Common Stocks - 96.5%                                                 Shares                    Value

Advertising - 1.2%
Interpublic Group of Companies, Inc.                                   1,350                         54,253
                                                                                           -----------------


Aerospace & Defense - 1.5%
Honeywell International, Inc.                                            400                         19,250
Northrop Grumman Corp.                                                 1,100                         49,981
                                                                                           -----------------

                                                                                                     69,231
                                                                                           -----------------

Airlines - 0.3%
Delta Airlines, Inc.                                                     350                         15,969
                                                                                           -----------------


Autos & Auto Parts - 2.2%
Ford Motor Co.                                                           550                         22,894
General Motors Corp.                                                     300                         22,819
Lear Corp. (a)                                                         2,775                         58,622
                                                                                           -----------------

                                                                                                    104,335
                                                                                           -----------------

Banks - 3.8%
Bank of America Corp.                                                  1,450                         66,791
Chase Manhattan Corp.                                                    500                         39,812
FleetBoston Financial Corp.                                            1,050                         28,613
Mellon Financial Corp.                                                   800                         24,100
Providian Financial Corp.                                                325                         21,023
                                                                                           -----------------

                                                                                                    180,339
                                                                                           -----------------

Beverages - 2.5%
Anheuser-Busch Companies, Inc.                                           550                         35,269
Canandaigua Brands, Inc. - Cl A (a)                                      550                         26,950
PepsiCo, Inc.                                                          1,700                         54,825
                                                                                           -----------------

                                                                                                    117,044
                                                                                           -----------------

Cable TV & Satellite Systems - 2.4%
Charter Communications, Inc. - Cl A (a)                                2,950                         51,809
MediaOne Group, Inc. (a)                                                 800                         62,800
                                                                                           -----------------

                                                                                                    114,609
                                                                                           -----------------

Chemicals - 1.6%
Monsanto Co.                                                           1,250                         48,516
Praxair, Inc.                                                            750                         25,312
                                                                                           -----------------

                                                                                                     73,828
                                                                                           -----------------

Computer Hardware - 6.2%
EMC Corp.  (a)                                                         1,500                        178,500
Extreme Networks, Inc. (a)                                             1,025                        114,031
                                                                                           -----------------

                                                                                                    292,531
                                                                                           -----------------






StoneRidge Equity Fund
Schedule of Investments - February 29, 2000  (Unaudited) - continued

Common Stocks - continued                                         Shares                        Value

Computer Services & Software - 8.2%
America Online, Inc. (a)                                               1,850                        109,381
At Home Corp. - Cl A (a)                                               1,100                         37,744
F5 Networks, Inc. (a)                                                    175                         15,750
Microsoft Corp. (a)                                                    1,950                        174,281
PSI Net, Inc. (a)                                                      1,050                         48,694
                                                                                           -----------------

                                                                                                    385,850
                                                                                           -----------------

Computers - 6.6%
Apple Computer, Inc. (a)                                               2,025                        232,116
Compaq Computer Corp.                                                  3,250                         80,844
                                                                                           -----------------

                                                                                                    312,960
                                                                                           -----------------

Consumer Electronics Stores - 2.1%
Circuit City Stores, Inc.                                              2,475                         99,464
                                                                                           -----------------


Consumer Financial Services - 1.6%
American Express Co.                                                     300                         40,256
Fannie Mae                                                               650                         34,450
                                                                                           -----------------

                                                                                                     74,706
                                                                                           -----------------

Department Stores - 0.6%
Saks, Inc. (a)                                                         2,450                         28,175
                                                                                           -----------------


Discount Stores - 1.9%
Target Corp.                                                           1,525                         89,975
                                                                                           -----------------


Drugs & Pharmaceuticals - 6.1%
American Home Products Corp.                                             800                         34,800
Bristol-Myers Squibb Co.                                                 150                          8,667
ICN Pharmaceuticals, Inc.                                                400                          7,950
Lilly (Eli) & Co.                                                        800                         47,550
Mylan Laboratories, Inc.                                               1,950                         44,850
Warner-Lambert Co.                                                     1,600                        136,900
Watson Pharmaceuticals, Inc. (a)                                         150                          6,000
                                                                                           -----------------

                                                                                                    286,717
                                                                                           -----------------

Electric Utilities - 0.6%
Dominion Resources, Inc.                                                 500                         18,344
Duke Energy Corp.                                                        250                         12,125
                                                                                           -----------------

                                                                                                     30,469
                                                                                           -----------------

Celestica, Inc. (a)                                                    1,025                         47,342
                                                                                           -----------------


Energy Services - 0.5%
R & B Falcon Corp. (a)                                                 1,450                         22,294
                                                                                           -----------------


Entertainment - 2.0%
Fox Entertainment Group, Inc. - Cl A (a)                               3,675                         96,698
                                                                                           -----------------


StoneRidge Equity Fund
Schedule of Investments - February 29, 2000  (Unaudited) - continued

Common Stocks - continued                                         Shares                        Value

Family Clothing Stores - 0.9%
Abercrombie & Fitch Co. - Cl A (a)                                     2,775                         40,931
                                                                                           -----------------


Food Processing - 2.3%
General Mills, Inc.                                                      700                         23,056
Nabisco Holdings Corp. - Cl A                                          2,875                         84,094
                                                                                           -----------------

                                                                                                    107,150
                                                                                           -----------------

Grocery Stores - 1.1%
Kroger Co. (a)                                                         2,450                         36,444
Safeway, Inc. (a)                                                        400                         15,425
                                                                                           -----------------

                                                                                                     51,869
                                                                                           -----------------

Healthcare Facilities - 0.6%
Tenet Healthcare Corp.                                                 1,700                         29,750
                                                                                           -----------------


Independent Power Producers - 3.3%
AES Corp. (a)                                                          1,450                        121,528
Midamerican Energy Holdings Co. (a)                                    1,000                         34,625
                                                                                           -----------------

                                                                                                    156,153
                                                                                           -----------------

Insurance - 6.4%
Aetna, Inc.                                                              500                         20,563
Allstate Corp.                                                         2,125                         41,437
American International Group, Inc.                                       550                         48,641
Citigroup, Inc.                                                        2,100                        108,150
Conseco, Inc.                                                          3,100                         45,338
John Hancock Financial Services, Inc. (a)                                700                         11,112
Nationwide Financial Services, Inc. - Cl A                             1,050                         24,216
                                                                                           -----------------

                                                                                                    299,457
                                                                                           -----------------

Investment Services - 1.3%
Lehman Brothers Holdings, Inc.                                           500                         36,250
Paine Webber Group, Inc.                                                 600                         22,950
                                                                                           -----------------

                                                                                                     59,200
                                                                                           -----------------

Lodging - 0.2%
Cendant Corp. (a)                                                        550                          9,797
                                                                                           -----------------


Lumber & Wood Products - 0.4%
Georgia Pacific Group                                                    600                         20,813
                                                                                           -----------------


Manufacturer - Diversified - 5.1%
General Electric Co.                                                   1,425                        188,456
Tyco International Ltd.                                                1,400                         53,112
                                                                                           -----------------

                                                                                                    241,568
                                                                                           -----------------

Medical Equipment & Supplies - 0.1%
McKesson HBOC, Inc.                                                      150                          2,906
                                                                                           -----------------




StoneRidge Equity Fund
Schedule of Investments - February 29, 2000  (Unaudited) - continued

Common Stocks - continued                                         Shares                        Value

Miscellaneous Communications Services - 0.9%
Critical Path, Inc. (a)                                                  225                         19,378
Global Crossing Ltd. (a)                                                 475                         22,147
                                                                                           -----------------

                                                                                                     41,525
                                                                                           -----------------

Oil & Gas - 5.2%
Apache Corp.                                                           1,075                         39,237
BP Amoco PLC (c)                                                         475                         22,325
Exxon Mobil Corp.                                                      1,451                        109,278
Kerr McGee Corp.                                                         450                         20,137
Sunoco, Inc.                                                             550                         13,578
USX-Marathon Group                                                     1,850                         40,006
                                                                                           -----------------

                                                                                                    244,561
                                                                                           -----------------

Restaurants - 0.4%
Tricon Global Restaurants, Inc. (a)                                      700                         18,638
                                                                                           -----------------


Semiconductors - 5.6%
Applied Materials, Inc. (a)                                              275                         50,308
Texas Instruments, Inc.                                                1,300                        216,125
                                                                                           -----------------

                                                                                                    266,433
                                                                                           -----------------

Telecommunication Equipment - 0.6%
Copper Mountain Networks, Inc. (a)                                       325                         28,255
                                                                                           -----------------


Telecommunication Services - 7.5%
MCI WorldCom, Inc. (a)                                                 4,550                        203,044
GTE Corp.                                                              1,400                         82,600
Nextlink Communications, Inc. - Cl A (a)                                 625                         68,867
                                                                                           -----------------

                                                                                                    354,511
                                                                                           -----------------

Television Broadcasting - 0.8%
USA Networks, Inc. (a)                                                 1,700                         38,144
                                                                                           -----------------


Tobacco - 0.6%
Philip Morris Companies, Inc.                                          1,350                         27,169
                                                                                           -----------------


Trucking - 0.3%
CNF Transportation, Inc.                                                 400                         12,825
                                                                                           -----------------


TOTAL COMMON STOCKS (Cost $4,345,439)                                                             4,548,444
                                                                                           -----------------







StoneRidge Equity Fund
Schedule of Investments - February 29, 2000  (Unaudited) - continued

                                                                   Principal
                                                                      Amount                    Value
Money Market Securities - 4.5%
Firstar Treasury Fund, 4.90% (b) (Cost $212,613)                   $ 212,613                        212,613
                                                                                           -----------------


TOTAL INVESTMENTS - 101.0% (Cost $4,558,052)                                                      4,761,057
                                                                                           -----------------

Liabilities in excess of other assets - (1.0)%                                                      (45,387)
                                                                                           -----------------

Total Net Assets - 100.0%                                                                         4,715,670
                                                                                           =================

(a) Non-Income Producing
(b) Variable rate security; the coupon rate shown represents the rate at February 29, 2000.
(c) Sponsored American Depository Shares


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

STONERIDGE EQUITY FUND
STATEMENT OF OPERATIONS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                                     <C>              <C>
INVESTMENT INCOME
Dividend income                                                                                 $ 16,548
Interest income                                                                                    8,279
                                                                                          ---------------
TOTAL INCOME                                                                                      24,827

EXPENSES
Investment advisory fee                                                        $ 11,692
Transfer agent fees                                                               8,421
Administration fees                                                               8,333
Legal fees                                                                        6,556
Pricing & bookkeeping fees                                                        5,400
Custodian fees                                                                    3,092
Registration fees                                                                 2,579
Audit fees                                                                          612
Trustees' fees                                                                      356
Miscellaneous fees                                                                   51
                                                                         ---------------
Total expenses before reimbursement                                              47,092
Reimbursed expenses                                                             (29,554)
                                                                         ---------------
Total operating expenses                                                                          17,538
                                                                                          ---------------
NET INVESTMENT INCOME                                                                              7,289
                                                                                          ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                      268,188
Change in net unrealized appreciation (depreciation)
   on investment securities                                                     203,005
                                                                         ---------------
Net gain on investment securities                                                                471,193
                                                                                          ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                           $ 478,482
                                                                                          ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

STONERIDGE EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD OCTOBER 1, 1999  (COMMENCEMENT
   OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                                           <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net investment income                                                                $ 7,289
   Net realized gain on investment securities                                           268,188
   Change in net unrealized appreciation (depreciation)                                 203,005
                                                                               -----------------
   Net increase in net assets resulting from operations                                 478,482
                                                                               -----------------
DISTRIBUTIONS TO SHAREHOLDERS
   From net investment income                                                            (5,270)
   From net realized gain                                                                     -
                                                                               -----------------
  Total distributions                                                                    (5,270)
                                                                               -----------------
SHARE TRANSACTIONS
   Net proceeds from sale of shares                                                   5,830,693
   Shares issued in reinvestment                                                          5,270
   Shares redeemed                                                                   (1,593,505)
                                                                               -----------------
   Net increase in net assets resulting
   from share transactions                                                            4,242,458
                                                                               -----------------
TOTAL INCREASE IN NET ASSETS                                                          4,715,670
                                                                               -----------------

Net Assets
   Beginning of period                                                                        -
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $2,019]                                                  $ 4,715,670
                                                                               =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
STONERIDGE EQUITY FUND
FINANCIAL HIGHLIGHTS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                              <C>
SELECTED PER SHARE DATA

Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income                                    0.02
   Net realized and unrealized gain                         0.93
                                                   --------------
Total from investment operations                            0.95
                                                   --------------
Less Distributions
   From net investment income                              (0.01)
   From net realized gain                                      -
                                                   --------------
Total distributions                                        (0.01)
                                                   --------------

Net asset value, end of period                           $ 10.94
                                                   ==============

TOTAL RETURN (a)                                           9.51%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                          $ 4,716
Ratio of expenses to average net assets                    0.90% (b)
Ratio of expenses to average net assets
   before reimbursement                                    2.41% (b)
Ratio of net investment income to
   average net assets                                      0.37% (b)
Ratio of net investment income to
   average net assets before reimbursement                 (1.14)(b)
Portfolio turnover rate                                  120.15% (b)

(a)  For periods of less than a full year, total returns are not annualized.
(b)  Annualized
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                              <C>                     <C>
COMMON STOCKS - 96.3%                                             SHARES                        VALUE

ADVERTISING - 2.7%
@Plan, Inc. (a)                                                       15,158                        151,580
Snyder Communications, Inc.                                           10,950                        265,537
                                                                                           -----------------
                                                                                                    417,117
                                                                                           -----------------
APPAREL STORES - 2.0%
Abercrombie & Fitch Co. - Cl A (a)                                    10,350                        152,663
Charlotte Russe Holding, Inc. (a)                                     13,525                        158,919
                                                                                           -----------------
                                                                                                    311,582
                                                                                           -----------------
AUTOS & AUTO PARTS - 0.8%
Borg-Warner Automotive, Inc.                                           3,875                        124,000
                                                                                           -----------------
BROADCASTING - 1.0%
Beasley Broadcast Group, Inc. - Cl A (a)                              12,650                        151,800
                                                                                           -----------------

CATALOG & MAIL ORDER HOUSES - 2.3%
Lands' End, Inc. (a)                                                   7,925                        263,011
Spiegel, Inc. - Cl A                                                  12,975                         93,258
                                                                                           -----------------
                                                                                                    356,269
                                                                                           -----------------
COMPUTER & SOFTWARE STORES - 1.6%
Electronics Boutique Holdings Corp. (a)                               17,100                        250,087
                                                                                           -----------------
COMPUTER HARDWARE - 2.0%
Fargo Electronics, Inc. (a)                                            8,600                        110,725
Maxtor Corp. (a)                                                      23,950                        191,600
                                                                                           -----------------
                                                                                                    302,325
                                                                                           -----------------
COMPUTER SERVICES & SOFTWARE - 13.6%
Allaire Corp. (a)                                                      3,400                        439,875
AppNet, Inc. (a)                                                       4,875                        218,766
Bluestone Software, Inc. (a)                                           5,950                        463,356
Digimarc Corp. (a)                                                     3,275                        188,312
Egreetings Network, Inc. (a)                                          10,925                         61,795
F5 Networks, Inc. (a)                                                  6,525                        587,250
MatrixOne, Inc. (a)                                                      200                          5,000
N2H2, Inc. (a)                                                         5,900                        114,313
                                                                                           -----------------
                                                                                                  2,078,667
                                                                                           -----------------
CONSUMER SERVICES - 0.1%
Mac-Gray Corp. (a)                                                     3,100                         10,656
                                                                                           -----------------
CREDIT & OTHER FINANCE - 2.7%
Allied Capital Corp.                                                   8,025                        139,434
NextCard, Inc. (a)                                                     6,575                        148,759
Winfield Capital Corp. (a)                                             3,850                        117,425
                                                                                           -----------------
                                                                                                    405,618
                                                                                           -----------------
DEPARTMENT STORES - 0.1%
Bon-Ton Stores, Inc. (a)                                               3,575                         13,183
                                                                                           -----------------

STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                             SHARES                        VALUE

DRUGS & PHARMACEUTICALS - 8.2%
ChiRex, Inc. (a)                                                       6,400                        159,200
Guilford Pharmaceuticals, Inc. (a)                                    10,525                        348,641
NeoPharm, Inc. (a)                                                    19,100                        541,962
PacificHealth Laboratories, Inc. (a)                                   2,242                          8,127
Perrigo Co. (a)                                                       13,850                        101,712
Pharmaceutical Resources, Inc. (a)                                    14,025                         60,483
Xenova Group PLC (a)                                                   7,850                         31,891
                                                                                           -----------------
                                                                                                  1,252,016
                                                                                           -----------------
ELECTRONIC EQUIPMENT STORES - 7.6%
REX Stores Corp. (a)                                                  37,475                        644,102
Tweeter Home Entertainment Group, Inc. (a)                            16,900                        517,563
                                                                                           -----------------
                                                                                                  1,161,665
                                                                                           -----------------
ENERGY SERVICES - 2.6%
Horizon Offshore, Inc. (a)                                             5,300                         31,800
IRI International Corp. (a)                                           14,900                         72,637
Lone Star Technologies, Inc. (a)                                       3,300                        123,750
Nabors Industries, Inc. (a)                                            2,800                        100,450
Newpark Resources, Inc. (a)                                            4,800                         37,200
Tidewater, Inc.                                                        1,000                         28,313
                                                                                           -----------------
                                                                                                    394,150
                                                                                           -----------------
ENTERTAINMENT - 1.0%
VDI Multimedia (a)                                                    11,675                        155,423
                                                                                           -----------------
FOODS - 4.7%
Chiquita Brands International, Inc.                                    8,500                         37,719
Earthgrains Co.                                                       13,150                        197,250
Fresh Del Monte Produce, Inc. (a)                                     27,325                        206,645
IBP Inc.                                                              19,000                        237,500
Scheid Vineyards, Inc. - Cl A (a)                                      7,800                         31,688
                                                                                           -----------------
                                                                                                    710,802
                                                                                           -----------------
GAMBLING RESORTS & CASINOS - 3.2%
Sun International Hotels Ltd. (a)                                     23,275                        496,048
                                                                                           -----------------
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
Pentair, Inc.                                                          2,300                         79,062
                                                                                           -----------------
MEDICAL EQUIPMENT & SUPPLIES - 0.8%
Computer Motion, Inc. (a)                                              6,900                         72,450
Urologix, Inc. (a)                                                     2,250                         19,969
ZEVEX International, Inc. (a)                                          3,047                         28,185
                                                                                           -----------------
                                                                                                    120,604
                                                                                           -----------------
METAL FABRICATION - 1.2%
Tower Automotive, Inc. (a)                                            16,019                        190,226
                                                                                           -----------------
METAL PROCESSORS & DISTRIBUTORS - 0.5%
Metals USA, Inc.                                                      10,325                         80,019
                                                                                           -----------------
METAL PRODUCTS - 0.5%
Shaw Group, Inc. (a)                                                   3,200                         78,400
                                                                                           -----------------
STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

COMMON STOCKS - CONTINUED                                             SHARES                        VALUE

OIL & GAS - 1.4%
Callon Petroleum Co. (a)                                               4,700                         65,800
Newfield Exploration Co. (a)                                           4,675                        144,925
                                                                                           -----------------
                                                                                                    210,725
                                                                                           -----------------
RESTAURANTS - 0.9%
BUCA, Inc. (a)                                                         3,075                         43,434
Landry's Seafood Restaurants, Inc.                                    13,500                         95,344
                                                                                           -----------------
                                                                                                    138,778
                                                                                           -----------------
SEMICONDUCTORS - 5.7%
Maker Communications, Inc. (a)                                         4,375                        282,734
MIPS Technologies, Inc. - Cl A (a)                                     9,075                        530,888
Rudolph Technologies, Inc. (a)                                         1,175                         53,022
                                                                                           -----------------
                                                                                                    866,644
                                                                                           -----------------
SPECIALIZED HEALTHCARE SERVICES - 4.5%
Caremark Rx, Inc. (a)                                                152,051                        684,229
                                                                                           -----------------
SPECIALTY TRADE CONTRACTORS - 0.7%
Encompass Services Corp. (a)                                          14,569                        104,713
                                                                                           -----------------
TELECOMMUNICATIONS EQUIPMENT - 4.9%
Carrier Access Corp. (a)                                              10,550                        598,713
DSP Group, Inc. (a)                                                    1,700                        149,281
                                                                                           -----------------
                                                                                                    747,994
                                                                                           -----------------
TELECOMMUNICATIONS SERVICES - 10.9%
Adelphia Business Solutions, Inc. - Cl A (a)                           4,900                        251,737
Allied Riser Communications, Inc. (a)                                 17,050                        443,300
EarthLink, Inc. (a)                                                    6,860                        170,643
Intermedia Communications, Inc. (a)                                    3,050                        193,103
Mpower Communications Corp. (a)                                        3,050                        210,450
US LEC Corp. - Cl A (a)                                                5,950                        258,825
Voyager.Net, Inc. (a)                                                 12,400                        133,300
                                                                                           -----------------
                                                                                                  1,661,358
                                                                                           -----------------
TEXTILE & APPAREL MANUFACTURERS - 1.8%
Burlington Industries, Inc. (a)                                       43,850                        123,328
Gildan Activewear, Inc. - Cl A (a)                                     1,250                         39,531
Skechers U.S.A., Inc. (a)                                             18,050                        111,684
                                                                                           -----------------
                                                                                                    274,543
                                                                                           -----------------
TRUCKING - 1.6%
Arkansas Best Corp. (a)                                               16,650                        157,134
CNF Transportation, Inc.                                               2,600                         83,363
                                                                                           -----------------
                                                                                                    240,497
                                                                                           -----------------
WIRELESS COMMUNICATIONS SERVICES - 4.2%
AirGate PCS, Inc. (a)                                                  1,975                        193,550
Clearnet Communications, Inc. - Cl A (a)                               6,550                        275,509
Globalstar Telecommunications Ltd. (a)                                 6,000                        171,000
                                                                                           -----------------
                                                                                                    640,059
                                                                                           -----------------

TOTAL COMMON STOCKS (COST $13,704,498)                                                           14,709,259
                                                                                           -----------------

STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

                                                                      PRINCIPAL
                                                                       AMOUNT                        VALUE

MONEY MARKET SECURITIES - 5.2%
Firstar Treasury Fund, 4.90% (b) (Cost $790,828)                                                    790,828
                                                                                           -----------------

TOTAL INVESTMENTS - 101.5% (COST $14,495,326)                                                    15,500,087
                                                                                           -----------------
LIABILITIES IN EXCESS OF OTHER ASSETS - (1.5%)                                                     (223,965)
                                                                                           -----------------
TOTAL NET ASSETS - 100.0%                                                                      $ 15,276,122
                                                                                           =================


(a) Non-Income Producing
(b) Variable  rate  security;  the  coupon  rate shown  represents  the rate at
    February 29, 2000.
</TABLE>
<PAGE>
<TABLE>
<S>                                                            <C>                  <C>
STONERIDGE SMALL CAP EQUITY FUND                                                     FEBRUARY 29, 2000
STATEMENT OF ASSETS & LIABILITIES
(UNAUDITED)

ASSETS
Investment in securities (cost $14,495,326)                                               $ 15,500,087
Cash                                                                                           722,957
Dividends receivable                                                                               240
Interest receivable                                                                              2,924
Receivable for securities sold                                                                  99,389
                                                                                     ------------------
   TOTAL ASSETS                                                                             16,325,597

LIABILITIES
Accrued investment advisory fee payable                                  $ 20,471
Other payables and accrued expenses                                         6,788
Payable for securities purchased                                        1,022,216
                                                                 -----------------

   TOTAL LIABILITIES                                                                         1,049,475
                                                                                     ------------------

NET ASSETS                                                                                $ 15,276,122
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 11,542,046
Accumulated undistributed net investment loss                                                  (21,428)
Accumulated undistributed net realized gain on investments                                   2,750,743
Net unrealized appreciation on investments                                                   1,004,761
                                                                                     ------------------

NET ASSETS, for  1,007,829 shares                                                         $ 15,276,122
                                                                                     ==================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share ($15,276,122/1,007,829)                          $ 15.16
                                                                                     ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE SMALL CAP EQUITY FUND
STATEMENT OF OPERATIONS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                                <C>                  <C>
INVESTMENT INCOME
Interest income                                                                                 $ 38,488
Dividend income                                                                                    2,876
                                                                                          ---------------
TOTAL INCOME                                                                                      41,364


EXPENSES
Investment advisory fee                                                        $ 42,112
Transfer agent fees                                                               8,368
Administration fees                                                               8,333
Legal fees                                                                        6,556
Pricing & bookkeeping fees                                                        6,300
Custodian fees                                                                    3,995
Registration fees                                                                 2,829
Audit fees                                                                          612
Trustees' fees                                                                      356
Miscellaneous fees                                                                   51
                                                                      ------------------
Total expenses before reimbursement                                              79,512
Waived and reimbursed expenses                                                  (26,871)
                                                                      ------------------
Total operating expenses                                                                          52,641
                                                                                          ---------------
NET INVESTMENT INCOME                                                                            (11,277)
                                                                                          ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                    2,873,169
Change in net unrealized appreciation
   on investment securities                                                   1,004,761
                                                                      ------------------
Net gain on investment securities                                                              3,877,930
                                                                                          ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                         $ 3,866,653
                                                                                          ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

STONERIDGE SMALL CAP EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD OCTOBER 1, 1999  (COMMENCEMENT
   OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                                           <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net investment loss                                                                $ (11,277)
   Net realized gain on investment securities                                         2,873,169
   Change in net unrealized appreciation (depreciation)                               1,004,761
                                                                               -----------------
   Net increase in net assets resulting from operations                               3,866,653
                                                                               -----------------
DISTRIBUTIONS TO SHAREHOLDERS
   From net investment income                                                           (10,151)
   From net realized gain                                                              (122,426)
                                                                               -----------------
   Total distributions                                                                 (132,577)
                                                                               -----------------
SHARE TRANSACTIONS
   Net proceeds from sale of shares                                                  11,644,162
   Shares issued in reinvestment                                                        131,551
   Shares redeemed                                                                     (233,667)
                                                                               -----------------
   Net increase in net assets resulting
      from share transactions                                                        11,542,046
                                                                               -----------------
TOTAL INCREASE IN NET ASSETS                                                         15,276,122
                                                                               -----------------
Net Assets
   Beginning of period                                                                        -
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment loss of $21,428]                                                  $ 15,276,122
                                                                               =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

STONERIDGE SMALL CAP EQUITY FUND
FINANCIAL HIGHLIGHTS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                               <C>
SELECTED PER SHARE DATA
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income (loss)                            (0.01)
   Net realized and unrealized gain                         5.31
                                                   --------------
Total from investment operations                            5.30
                                                   --------------
Less Distributions
   From net investment income                              (0.01)
   From net realized gain                                  (0.13)
                                                   --------------
Total Distributions                                        (0.14)
                                                   --------------


Net asset value, end of period                           $ 15.16
                                                   ==============

TOTAL RETURN (a)                                          53.24%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                         $ 15,276
Ratio of expenses to average net assets                    1.25% (b)
Ratio of expenses to average net assets
   before reimbursement                                    1.89% (b)
Ratio of net investment income to
   average net assets                                      (0.27)(b)
Ratio of net investment income to
   average net assets before reimbursement                 (0.91)(b)
Portfolio turnover rate                                  210.32% (b)

(a)  For periods of less than a full year, total returns are not annualized.
(b)  Annualized
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE BOND FUND
SCHEDULE OF INVESTMENTS - FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                                <C>                       <C>

                                                                     PRINCIPAL
                                                                      AMOUNT                            VALUE
ASSET BACKED OBLIGATIONS - 4.4%

Capital One Master, 1998-4 CL A, 5.43%, 1/15/2007                       225,000                        211,179
EQCC Home Equity Loan Trust, 1999-1 CL A-2F,
5.765%, 6/20/2015                                                       225,000                        220,211
Heller Equipment Asset Rec., 1999-2 CL A-3,
6.65%, 3/14/2004                                                        225,000                        223,194
MBNA Master Credit Card II, 1999-I CL A,
6.40%, 1/18/2005                                                        228,000                        224,563

                                                                                              -----------------
TOTAL ASSET BACKED OBLIGATIONS ($890,563)                                                              879,147
                                                                                              -----------------

CORPORATE BONDS - 36.2%

Allstate Corp. 7.20%, 12/1/2009                                         170,000                        162,806
Anheuser-Busch Companies, Inc. 6.75%, 8/1/2003                          340,000                        335,479
Bank of America Corp. 6.625%, 6/15/2004                                 200,000                        193,296
Diageo Capital PLC 7.25%, 11/1/2009                                     300,000                        292,215
Donaldson, Lufkin & Jenrette, Inc. 6.50%, 6/1/2008                      250,000                        226,339
FleetBoston Financial Corp. 7.375%, 12/1/2009                           300,000                        292,239
Ford Motor Credit Corp. 7.25%, 1/15/2003                                225,000                        223,349
Ford Motor Credit Corp. 7.375%, 10/28/2009                              400,000                        388,400
GATX Capital Corp. 7.75%, 12/1/2006                                     250,000                        240,055
General Electric Capital Corp. 7.00%, 2/3/2003                          425,000                        421,711
General Motors Acceptance Corp. 7.75%, 1/19/2010                        375,000                        372,533
Goldman Sachs Group, Inc. 7.50%, 1/28/2005                              625,000                        621,121
Hartford Life, Inc. 7.10%, 6/15/2007                                    140,000                        134,835
Honeywell, Inc. 7.50%, 3/1/2010                                         290,000                        288,088
IBM Credit Corp. 6.64%, 10/29/2001                                      300,000                        297,405
Lehman Brothers Holdings 7.875%, 11/1/2009                              450,000                        440,483
Morgan Stanley Dean Witter & Co. 5.625%, 1/20/2004                      200,000                        187,430
Pennsylvania Electric Co., Ser A, 5.75%, 4/1/2004                       400,000                        375,781
Procter & Gamble Co. 6.60%, 12/15/2004                                  450,000                        437,695
Sprint Capital Corp. 6.375%, 5/1/2009                                   250,000                        227,435
Target Corp. 7.50%, 2/15/2005                                           300,000                        300,521
Textron, Inc. 6.375%, 7/15/2004                                         450,000                        429,053
WorldCom, Inc. 6.40%, 8/15/2005                                         350,000                        332,648

                                                                                              -----------------
TOTAL CORPORATE BONDS ($7,335,517)                                                                   7,220,917
                                                                                              -----------------

U.S. GOVERNMENT OBLIGATIONS - 42.8%

Federal Farm Credit Bank 5.78%, 4/3/2000                                650,000                        649,719
FNMA 4.75%, 11/14/2003                                                  675,000                        625,535
FNMA 7.125%, 2/15/2005                                                  300,000                        299,786
FNMA 6.375%, 6/15/2009                                                  875,000                        823,541
FNMA Pool #505221, 7.00%, 8/1/2029                                      300,000                        287,590
FNMA Pool #528981, 7.50%, 1/1/2030                                      299,970                        294,322
GNMA Pool #512867, 6.50%, 6/15/2029                                     348,782                        325,291
GNMA Pool #468376, 7.00%, 9/15/2029                                     348,855                        334,462


STONERIDGE BOND FUND
SCHEDULE OF INVESTMENTS - FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

                                                                    PRINCIPAL
U.S. GOVERNMENT OBLIGATIONS - CONTINUED                              AMOUNT                             VALUE

GNMA Pool #466174, 7.50%, 10/15/2029                                    348,694                        342,501
U.S. Treasury Note 6.625%, 7/31/2001                                  1,675,000                      1,678,665
U.S. Treasury Note 5.75%, 8/15/2003                                     450,000                        438,047
U.S. Treasury Note 7.50%, 2/15/2005                                   1,240,000                      1,283,400
U.S. Treasury Note 7.00%, 7/15/2006                                     700,000                        711,157
U.S. Treasury Note 5.625%, 5/15/2008                                    475,000                        445,164

                                                                                              -----------------
TOTAL U.S. GOVERNMENT OBLIGATIONS ($8,621,599)                                                       8,539,180
                                                                                              -----------------

COMMERCIAL PAPER - 13.0%

American Express Credit, 5.79%, 3/3/2000                                300,000                        299,907
American Express Credit, 5.78%, 4/3/2000                                350,000                        348,139
American General Finance Corp., 5.78%, 4/3/2000                         350,000                        348,133
Ford Motor Credit, 5.76%, 3/3/2000                                      300,000                        299,908
General Electric Capital Corp., 6.06%, 3/3/2000                         300,000                        299,906
General Electric Capital Corp., 5.47%, 4/3/2000                         350,000                        348,133
General Motors Acceptance Corp., 5.74%, 3/3/2000                        300,000                        299,908
General Motors Acceptance Corp., 5.64%, 4/3/2000                        350,000                        348,142

                                                                                              -----------------
TOTAL COMMERCIAL PAPER (COST $2,592,175)                                                             2,592,176
                                                                                              -----------------

                                                                    PRINCIPAL
                                                                      AMOUNT                        VALUE

MONEY MARKET SECURITIES - 3.9%
Firstar Treasury Fund, 4.90% (b) (Cost $777,059)                      $ 777,059                        777,059
                                                                                              -----------------

TOTAL INVESTMENTS - 100.3% (COST $20,216,914)                                                       20,008,479
                                                                                              -----------------
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.3)%                                                         (68,337)
                                                                                              -----------------
TOTAL NET ASSETS - 100.0%                                                                         $ 19,940,142
                                                                                              =================



(a) Non-Income Producing
(b) Variable  rate  security;  the  coupon  rate shown  represents  the rate at
    February 29, 2000.
</TABLE>
<PAGE>
<TABLE>
<S>                                                            <C>                 <C>
STONERIDGE BOND FUND                                                                 FEBRUARY 29, 2000
STATEMENT OF ASSETS & LIABILITIES
(UNAUDITED)

ASSETS
Investment in securities (cost $20,216,914)                                               $ 20,008,479
Interest receivable                                                                            171,219
Receivable for fund shares sold                                                                 60,852
Receivable for securities sold                                                                 341,110
                                                                                     ------------------
   TOTAL ASSETS                                                                             20,581,660

LIABILITIES
Accrued investment advisory fee payable                                   $ 9,258
Other payables and accrued expenses                                         9,799
Payable for securities purchased                                          622,461
                                                                 -----------------

   TOTAL LIABILITIES                                                                           641,518
                                                                                     ------------------

NET ASSETS                                                                                $ 19,940,142
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 20,156,619
Accumulated undistributed net investment income                                                 62,009
Accumulated undistributed net realized gain on investments                                     (70,051)
Net unrealized depreciation on investments                                                    (208,435)
                                                                                     ------------------

NET ASSETS, for 2,013,980 shares                                                          $ 19,940,142
                                                                                     ==================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share ($19,940,142/2,013,980)                           $ 9.90
                                                                                     ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

STONERIDGE BOND FUND
STATEMENT OF OPERATIONS FOR THE PERIOD OCTOBER 14, 1999
   (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                                <C>                   <C>
INVESTMENT INCOME
Interest income                                                                                $ 507,953
                                                                                          ---------------
TOTAL INCOME                                                                                     507,953


EXPENSES
Investment advisory fee                                                        $ 32,386
Pricing & bookkeeping fees                                                        9,144
Administration fees                                                               8,334
Transfer agent fees                                                               7,673
Legal fees                                                                        4,730
Custodian fees                                                                    3,853
Registration fees                                                                   545
Trustees' fees                                                                      333
                                                                      ------------------
Total expenses before reimbursement                                              66,998
Waived and reimbursed expenses                                                  (14,370)
                                                                      ------------------
Total operating expenses                                                                          52,628
                                                                                          ---------------
NET INVESTMENT INCOME                                                                            455,325
                                                                                          ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized loss on investment securities                                      (68,169)
Change in net unrealized depreciation
   on investment securities                                                    (208,435)
                                                                      ------------------
Net loss on investment securities                                                               (276,604)
                                                                                          ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                           $ 178,721
                                                                                          ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

STONERIDGE BOND FUND
STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD OCTOBER 14, 1999 (COMMENCEMENT
   OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                                                           <C>

INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net investment income                                                              $ 455,325
   Net realized loss on investment securities                                           (68,169)
   Change in net unrealized depreciation                                               (208,435)
                                                                               -----------------
   Net increase in net assets resulting from operations                                 178,721
                                                                               -----------------
DISTRIBUTIONS TO SHAREHOLDERS
   From net investment income                                                          (393,316)
   From net realized gain                                                                (1,882)
                                                                               -----------------
   Total distributions                                                                 (395,198)
                                                                               -----------------
SHARE TRANSACTIONS
   Net proceeds from sale of shares                                                  24,323,685
   Shares issued in reinvestment                                                        395,807
   Shares redeemed                                                                   (4,562,873)
                                                                               -----------------
   Net increase in net assets resulting
   from share transactions                                                           20,156,619
                                                                               -----------------
TOTAL INCREASE IN NET ASSETS                                                         19,940,142
                                                                               -----------------

Net Assets
   Beginning of period                                                                        -
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $62,009]                                                $ 19,940,142
                                                                               =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

STONERIDGE BOND FUND
FINANCIAL HIGHLIGHTS FOR THE PERIOD OCTOBER 14, 1999
   (COMMENCEMENT OF OPERATIONS) TO FEBRUARY 29, 2000
(UNAUDITED)
<S>                                              <C>

SELECTED PER SHARE DATA
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income                                    0.22
   Net realized and unrealized gain                        (0.12)
                                                   --------------
Total from investment operations                            0.10
                                                   --------------
Less distributions
   From net investment income                              (0.20)
   From net realized gain                                      -
                                                   --------------
   Total distributions                                     (0.20)
                                                   --------------
Net asset value, end of period                            $ 9.90
                                                   ==============

TOTAL RETURN (b)                                           0.97%

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)                         $ 19,940
Ratio of expenses to average net assets                    0.65% (a)
Ratio of expenses to average net assets
   before reimbursement                                    0.83% (a)
Ratio of net investment income to
   average net assets                                      5.62% (a)
Ratio of net investment income to
   average net assets before reimbursement                 5.45% (a)
Portfolio turnover rate                                  215.90% (a)

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

<PAGE>
                               STONERIDGE FUNDS

                          NOTES TO FINANCIAL STATEMENTS

                                FEBRUARY 29, 2000

                                   (UNAUDITED)

NOTE 1.  ORGANIZATION

The StoneRidge Equity Fund (the "Equity Fund"), StoneRidge Small Cap Equity Fund
(the "Small Cap Equity Fund"), and StoneRidge Bond Fund (the "Bond Fund"),  were
organized as diversified  series of the  AmeriPrime  Advisors  Trust,  an Ohio
business  trust (the  "Trust")  on August 3, 1999 and  commenced  operations  on
October 1, 1999 for the Equity  Fund and Small Cap Equity  Fund and  October 14,
1999 for the Bond Fund. Each Fund is registered under the Investment Company Act
of 1940, as amended,  as an open-end management  investment company.  The Equity
Fund's investment  objective is to provide long-term capital  appreciation.  The
Small Cap Equity Fund's  investment  objective is to provide  long-term  capital
growth.  The Bond Fund's  investment  objective is to provide income  consistent
with preservation of capital.  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.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant  accounting  policies followed by each
Fund in the preparation of its financial statements.

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

Fixed-income securities generally are valued by using market quotations, but may
be valued on the basis of prices  furnished by a pricing service when the Fund's
advisor  believes such prices  accurately  reflect the fair market value of such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities are valued at fair value as determined in good faith by the Fund's

                                STONERIDGE FUNDS

                          NOTES TO FINANCIAL STATEMENTS

                    FEBRUARY 29, 2000 - (UNAUDITED) CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

advisor,  subject to review of the Board of Trustees.  Short-term investments in
fixed-income  securities with maturities of less than 60 days when acquired,  or
which  subsequently  are  within 60 days of  maturity,  are  valued by using the
amortized  cost  method  of  valuation,  which the  Board  has  determined  will
represent fair value.

FEDERAL  INCOME  TAXES- Each Fund  intends to qualify  each year as a "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  each Fund will not be subject to federal income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

DIVIDENDS AND DISTRIBUTIONS-  Each Fund intends to comply with federal tax rules
regarding  distribution of  substantially  all of its net investment  income and
capital gains. These rules may cause multiple distributions during the course of
the year.

OTHER- Each Fund follows industry practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective securities.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The investment advisor to the Funds is StoneRidge Investment Partners, L.L.C., 7
Great Valley Parkway,  Suite 290, Malvern,  PA 19355, (the "Advisor).  Joseph E.
Stocke,  CFA,  Philip H. Brown II,  Lester Rich,  CFA and Daniel H. Cook are the
controlling members of the Advisor.

Under the terms of the  management  agreement,  (the  "Agreement"),  the Advisor
manages each Fund's investments subject to approval of the Board of Trustees. As
compensation  for its  management  services,  each Fund is  obligated to pay the
Advisor a fee (based on average daily net assets) computed and accrued daily and
paid monthly at the  following  annual  rates:  StoneRidge  Equity Fund,  0.60%;
StoneRidge Small Cap Equity Fund,  1.00%;  StoneRidge Bond Fund,  0.40%. For the
period October 1, 1999  (commencement of operations)  through February 29, 2000,
the Advisor  received a fee of $11,692 from the Equity Fund and $42,112 from the
Small Cap  Equity  Fund.  For the  period  October  14,  1999  (commencement  of
operations)  through  February 29, 2000,  the Advisor  received a fee of $32,386
from the Bond Fund.

                                STONERIDGE FUNDS

                          NOTES TO FINANCIAL STATEMENTS

                    FEBRUARY 29, 2000 - (UNAUDITED) CONTINUED

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED


The Advisor has  contractually  agreed to waive fees and/or  reimburse  expenses
through  December 31, 2000 to maintain each Fund's total  operating  expenses as
follows: Equity Fund, 0.90%; Small Cap Equity Fund, 1.25%; Bond Fund, 0.65%. For
the period October 1, 1999  (commencement  of operations)  through  February 29,
2000, the Advisor reimbursed expenses of $29,554 for the Equity Fund and $26,871
for the Small Cap Equity Fund. For the period October 14, 1999  (commencement of
operations)  through  February  29,  2000,  the Advisor  reimbursed  expenses of
$14,370 for the Bond Fund.  There is no assurance that such  reimbursement  will
continue in the future.

Each Fund retains AmeriPrime Financial Services,  Inc. (the  "Administrator") to
manage each Fund's business affairs and to provide each Fund with administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the period October 1, 1999 (commencement of operations)  through
February 29, 2000, the Administrator  received fees of $8,333 for administrative
services  provided  to the Equity  Fund and $8,333 for  administrative  services
provided  to the  Small  Cap  Equity  Fund.  For the  period  October  14,  1999
(commencement  of  operations)  through  February  29, 2000,  the  Administrator
received fees of $8,334 for administrative services provided to the Bond Fund.

Each Fund retains AmeriPrime Financial  Securities,  Inc. ("the Distributor") to
act as the principal  distributor of each Fund's shares.  There were no payments
made to the  Distributor  from  October  1, 1999  (commencement  of  operations)
through  February 29, 2000 for the Equity Fund and Small Cap Equity Fund.  There
were no payments made to the Distributor from October 14, 1999  (commencement of
operations)  through  February  29, 2000 for the Bond Fund.  Certain  members of
management  of the  Administrator  and  the  Distributor  are  also  members  of
management of the AmeriPrime Advisors Trust.

                                STONERIDGE FUNDS

                          NOTES TO FINANCIAL STATEMENTS

                    FEBRUARY 29, 2000 - (UNAUDITED) CONTINUED

NOTE 4.  SHARE TRANSACTIONS

EQUITY  FUND.  As of  February  29,  2000,  there  were an  unlimited  number of
authorized  shares  for the Fund.  Paid in  capital  at  February  29,  2000 was
$4,242,458.

Transactions in shares were as follows:
<TABLE>
<S>                                      <C>     <C>                  <C>

                                          FOR THE PERIOD OCTOBER 1, 1999 (COMMENCEMENT
                                            OF OPERATIONS) THROUGH FEBRUARY 29, 2000

                                                  SHARES                  DOLLARS

Shares sold                                       572,815               $5,830,693

Shares issued in reinvestment                         454                    5,270

Shares redeemed                                  (142,037)              (1,593,505)
                                                 ---------              -----------
                                                  431,232               $4,242,458
                                                 =========              ===========
</TABLE>

SMALL CAP EQUITY FUND. As of February 29, 2000,  there were an unlimited  number
of  authorized  shares for the Fund.  Paid in capital at  February  29, 2000 was
$11,542,046.

Transactions in shares were as follows:
<TABLE>
<S>                                      <C>   <C>                   <C>

                                          FOR THE PERIOD OCTOBER 1, 1999 (COMMENCEMENT
                                            OF OPERATIONS) THROUGH FEBRUARY 29, 2000

                                                   SHARES                   DOLLARS

Shares sold                                      1,014,309              $11,644,162

Shares issued in reinvestment                        9,951                  131,551

Shares redeemed                                    (16,430)                (233,667)
                                                 ---------              -----------
                                                 1,007,830              $11,542,046
                                                 =========              ===========
</TABLE>

                                STONERIDGE FUNDS

                          NOTES TO FINANCIAL STATEMENTS

                    FEBRUARY 29, 2000 - (UNAUDITED) CONTINUED

NOTE 4.  SHARE TRANSACTIONS - CONTINUED

BOND FUND. As of February 29, 2000, there were an unlimited number of authorized
shares for the Fund. Paid in capital at February 29, 2000 was $20,156,619.

Transactions in shares were as follows:
<TABLE>
<S>                                     <C>    <C>                   <C>

                                         FOR THE PERIOD OCTOBER 14, 1999 (COMMENCEMENT
                                            OF OPERATIONS) THROUGH FEBRUARY 29, 2000

                                                    SHARES                 DOLLARS

Shares sold                                       2,432,637              $24,323,684

Shares issued in reinvestment                        39,771                  395,808

Shares redeemed                                    (458,428)              (4,562,873)
                                                ------------             ------------
                                                  2,013,980              $20,156,619
                                                ============             ============
</TABLE>

NOTE 5.  INVESTMENTS

EQUITY FUND. For the period October 1, 1999 (commencement of operations) through
February 29, 2000,  purchases  and sales of  investment  securities,  other than
short-term investments,  aggregated $6,539,826 and $2,462,575,  respectively. As
of February 29,  2000,  the gross  unrealized  appreciation  for all  securities
totaled  $499,274  and the  gross  unrealized  depreciation  for all  securities
totaled  $296,269 for a net unrealized  appreciation of $203,005.  The aggregate
cost of  securities  for federal  income tax  purposes at February  29, 2000 was
$4,558,052.

SMALL  CAP  EQUITY  FUND.  For the  period  October  1,  1999  (commencement  of
operations)  through  February  29,  2000,  purchases  and  sales of  investment
securities,  other  than  short-term  investments,  aggregated  $19,223,767  and
$8,392,447,  respectively.  As  of  February  29,  2000,  the  gross  unrealized
appreciation  for all securities  totaled  $2,169,314  and the gross  unrealized
depreciation  for  all  securities  totaled  $1,164,553  for  a  net  unrealized
appreciation of $1,004,761.  The aggregate cost of securities for federal income
tax purposes at February 29, 2000 was $14,495,326.

                                STONERIDGE FUNDS

                          NOTES TO FINANCIAL STATEMENTS

                    FEBRUARY 29, 2000 - (UNAUDITED) CONTINUED

NOTE 5.  INVESTMENTS - CONTINUED

BOND FUND. For the period October 14, 1999 (commencement of operations)  through
February 29, 2000,  purchases  and sales of  investment  securities,  other than
short-term investments, aggregated $30,167,047 and $13,898,043, respectively. As
of February 29,  2000,  the gross  unrealized  appreciation  for all  securities
totaled $3,876 and the gross unrealized  depreciation for all securities totaled
$212,311 for a net unrealized  depreciation  of $208,435.  The aggregate cost of
securities for federal income tax purposes at February 29, 2000 was $20,216,914.

NOTE 6. ESTIMATES

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

NOTE 7. RELATED PARTY TRANSACTIONS

The Advisor is not a registered  broker-dealer  of securities  and thus does not
receive  commissions  on  trades  made on behalf of each  Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the  Investment  Company Act of 1940. As of February 29, 2000,  First
Union National Bank beneficially  owned in aggregate more than 78% of the Equity
Fund. As of February 29, 2000, Saxon & Co.  beneficially owned in aggregate more
than 49% of the Small Cap Equity  Fund.  As of February  29,  2000,  First Union
National Bank beneficially owned in aggregate more than 99% of the Bond Fund.

<TABLE>
<CAPTION>
Monteagle Fixed Income Fund
Schedule of Investments - February 29, 2000 (Unaudited)
<S>                                                                               <C>                              <C>

                                                                                    Principal
                                                                                       Amount                           Value
CORPORATE BONDS - 29.3%
Associated Corp. of North America 6.75%, 07/15/2001                                 $ 600,000                       $ 596,552
Bank One Corp. 8.10%, 03/01/2002                                                      200,000                         202,664
Burlington Resources, Inc. 9.625%,06/15/2000                                          250,000                         251,821
Capital Cities ABC, Inc. 8.875%, 12/15/2000                                           525,000                         531,421
Chase Manhattan Corp. 7.875%, 07/15/2006                                            1,050,000                       1,053,029
Cit Group Holdings, Inc. 6.625%, 06/15/2005                                           850,000                         812,820
Consolidated Rail Inc. 9.75%, 06/01/2000                                              250,000                         251,757
Deluxe Corp. 8.55%, 02/15/2001                                                        225,000                         228,378
Equifax, Inc. 6.50% 06/15/2003                                                        500,000                         480,888
International Business Machine, Inc. 6.375%, 06/15/2000                               100,000                          99,970
Kimberly-Clark Corp. 8.625%, 05/01/01                                                 145,000                         148,004
MCI Communications Corp. 7.50%, 08/20/2004                                            550,000                         550,624
Merrill Lynch & Co., Inc. 7.375%, 08/01/2002                                           50,000                          49,961
Merrill Lynch & Co., Inc. 8.00%, 06/01/2007                                           500,000                         498,227
Monsanto Co. 6.00%, 07/01/2000                                                        100,000                          99,832
Morgan Stanley Group, Inc. 9.375%, 06/15/2001                                         100,000                         102,651
National Westminster Bank PLC 9.45%, 05/01/2001                                       250,000                         256,801
Norfolk Southern Corp. 7.75%, 08/15/2002                                              200,000                         200,363
Sherwin Williams Co. 6.50%, 02/01/2002                                                485,000                         478,046
VF Corp. 9.50%, 05/01/2001                                                            900,000                         923,934
Virginia Electric & Power Co. 5.875%, 04/01/2000                                      350,000                         349,803
Vodafone Airtouch PLC 7.00%, 10/01/2003                                               500,000                         490,345
Xerox Corp. 8.125%, 04/15/2002                                                        100,000                         101,114
                                                                                                             -----------------
                                                                                                             -----------------

TOTAL CORPORATE BONDS  (Cost $9,431,624)                                                                            8,759,005
                                                                                                             -----------------
                                                                                                             -----------------


MUNICIPAL OBLIGATIONS -29.3%

Municipal Obligations (General) - 12.8%
Buffalo NY Pension Systems Services 8.50%, 08/15/2005                                 500,000                         524,090
Los Angeles County CA Pension Obligation Series D 6.92%, 06/30/2007                 1,100,000                       1,062,545
Mississippi Street MS Farm Reform Act Series N & Economy
Development Highway Act Series F 6.20%, 09/01/2010                                    345,000                         309,782
Morris TN 6.00%, 03/01/2007                                                           410,000                         377,372
NJ Sports & Expos 7.375%, 03/01/2007                                                  500,000                         498,920
NJ Street Community Development 8.20%, 08/01/2007                                     150,000                         155,217
San Francisco CA City & County
Seismic Loan Program Series A 7.20%, 06/15/2007                                       100,000                          98,048
Tulare County CA Pension Obligation 7.31%, 08/15/2010                                 800,000                         787,944
                                                                                                             -----------------

                                                                                                                    3,813,918
                                                                                                             -----------------

Monteagle Fixed Income Fund
Schedule of Investments - October 31, 1999 (Unaudited) - continued

                                                                                    Principal
                                                                                       Amount                           Value
MUNICIPAL OBLIGATIONS - continued

Municipal Obligations (Revenue) - 16.5%
Atlanta & Fulton County GA Recreation Authority Downtown
Arena Project 6.625%, 12/01/2011                                                      300,000                       $ 270,471
Detroit MI Downtown Development Authority 6.30%, 07/01/2010                           500,000                         451,640
Harris County Houston TX Sports Authority 6.15%, 11/15/2008                           300,000                         273,678
Jackson TN Water & Sewer Crossover 6.45%, 07/01/2005                                1,000,000                         952,260
LaGrange GA Development Authority 6.10%, 02/01/2010                                   750,000                         676,403
Mountain Park Master Conservancy District OK Water
6.25%, 01/01/2010                                                                     100,000                          90,238
New York City , NY Transportation Finance Authority
6.25%, 05/01/2009                                                                     700,000                         640,892
New York Street Environmental Facilities Corp. 6.66%, 03/15/2007                      950,000                         902,424
New York Street Mortgage Agency 6.70%, 10/01/2004                                     500,000                         487,675
United Nations Development Corp. NY
Senior Lien Exchangeable A 8.80%, 07/01/2026                                          180,000                         195,853
                                                                                                             -----------------

                                                                                                                    4,941,534
                                                                                                             -----------------


TOTAL MUNICIPAL OBLIGATIONS (Cost $9,205,931)                                                                       8,755,452
                                                                                                             -----------------



U.S. TREASURY AND AGENCY OBLIGATIONS - 38.7%
Federal Home Loan Bank 7.44%, 08/10/2001                                              600,000                         606,103
Federal Home Loan Bank 7.21%, 09/06/2005                                              500,000                         490,529
Federal Home Loan Bank 7.015%, 09/07/2005                                             900,000                         877,621
Federal Home Loan Bank 7.46%, 08/24/2006                                              500,000                         492,709
Federal Home Loan Bank 6.12%, 08/26/2008                                            1,450,000                       1,328,632
Fannie Mae 6.28%, 03/06/2006                                                          550,000                         524,614
Fannie Mae 6.56%, 11/26/2007                                                          675,000                         637,886
Fannie Mae 6.58%, 12/17/2007                                                        1,200,000                       1,132,695
Fannie Mae 6.04%, 02/25/2009                                                        1,300,000                       1,170,974
Fannie Mac 6.60%, 03/11/2009                                                          850,000                         797,039
Tennessee Valley Authority 6.125%, 07/15/2003                                         200,000                         193,940
US Treasury Notes 5.625%, 05/15/2008                                                1,275,000                       1,194,915
US Treasury Notes 6.375%, 03/31/2001                                                  500,000                         500,157
US Treasury Notes 7.25%, 08/15/2004                                                   400,000                         409,125
US Treasury Notes 7.25%, 05/15/2004                                                   100,000                         102,187
US Treasury Notes 5.875%, 02/15/2004                                                  250,000                         243,672
US Treasury Notes 5.50%, 05/15/2009                                                   150,000                         138,984
US Treasury Notes 6.00%, 07/31/2002                                                   200,000                         197,625
US Treasury Notes 6.125%, 12/31/2001                                                  500,000                         496,407
                                                                                                             -----------------

TOTAL U.S. GOVERNMENT OBLIGATIONS  (Cost $12,147,587)                                                              11,535,814
                                                                                                             -----------------

Schedule of Investments - October 31, 1999 (Unaudited) - continued

                                                                                    Principal
                                                                                       Amount                           Value
Money Market Securities - 1.4%
Firstar Treasury Fund, 4.90% (a) (Cost $413,519)                                      413,519                       $ 413,519
                                                                                                             -----------------


TOTAL INVESTMENTS - 98.7% (Cost $31,198,661)                                                                       29,463,790
                                                                                                             -----------------

Other Assets less liabilities - 1.3%                                                                                  396,533
                                                                                                             -----------------

TOTAL NET ASSETS - 100.0%                                                                                        $ 29,860,323
                                                                                                             =================
                                                                                                             =================


(a) Floating rate security; the coupon rate shown represents the rate at February 29, 2000.

</TABLE>

<TABLE>
<CAPTION>
Monteagle Fixed Income Fund                                                          February 29, 2000
Statement of Assets & Liabilities (Unaudited)

<S>                                                              <C>                <C>
Assets
Investment in securities (cost $31,198,661)                                               $ 29,463,790
Receivable for fund shares sold                                                                 28,928
Interest receivable                                                                            518,535
                                                                                     ------------------
   Total assets                                                                             30,011,253

Liabilities
Accrued investment advisory fee payable                                  $ 29,624
Dividends payable                                                         121,306
                                                                 -----------------

   Total liabilities                                                                           150,930
                                                                                     ------------------

Net Assets                                                                                $ 29,860,323
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 31,595,069
Accumulated undistributed net investment income                                                    125
Net unrealized depreciation on investments                                                  (1,734,871)
                                                                                     ------------------

Net Assets, for 3,017,002 shares                                                          $ 29,860,323
                                                                                     ==================

Net Assets
Offering price and redemption price per share ($29,860,323 / 3,017,002)                         $ 9.90
                                                                                     ==================


</TABLE>

<TABLE>
<CAPTION>
Monteagle Fixed Income Fund
Statement of Operations for the Period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)

<S>                                                                   <C>                 <C>
Investment Income
Interest income                                                                                   $ 369,745
                                                                                          ------------------
Total Income                                                                                        369,745


Expenses
Investment advisory fee                                                        $ 69,624
                                                                      ------------------
Total operating expenses                                                                             69,624
                                                                                          ------------------
Net Investment Income                                                                               300,121
                                                                                          ------------------

Realized & Unrealized Gain (Loss)
Change in net unrealized depreciation
   on investment securities                                                  (1,734,871)
                                                                      ------------------
Net loss on investment securities                                                                (1,734,871)
                                                                                          ------------------
Net decrease in net assets resulting from operations                                           $ (1,434,750)
                                                                                          ==================

</TABLE>

<TABLE>
<CAPTION>
Monteagle Fixed Income Fund
Statement of Changes in Net Assets for the period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)


<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment income                                                              $ 300,121
   Net realized gain (loss) on investment securities                                          -
   Change in net unrealized depreciation                                             (1,734,871)
                                                                               -----------------
                                                                               -----------------
   Net decrease in net assets resulting from operations                              (1,434,750)
                                                                               -----------------
Distributions to shareholders
   From net investment income                                                          (299,996)
   From net realized gain                                                                     -
                                                                               -----------------
   Total distributions                                                                 (299,996)
                                                                               -----------------
Share Transactions
   Transfer in kind                                                                  31,140,824
   Net proceeds from sale of shares                                                     723,743
   Shares issued in reinvestment of distributions                                        48,407
   Shares redeemed                                                                     (317,905)
                                                                               -----------------
Net increase in net assets resulting
   from share transactions                                                           31,595,069
                                                                               -----------------

   Total increase in net assets                                                      29,860,323
                                                                               -----------------

Net Assets
   Beginning of period                                                                        -
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $125]                                                   $ 29,860,323
                                                                               =================


</TABLE>

<TABLE>
<CAPTION>
Monteagle Fixed Income Fund
Financial Highlights for the period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)


<S>                                                <C>
Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income (loss)                             0.10
   Net realized and unrealized gain (loss)                 (0.10)
                                                   --------------
Total from investment operations                               -
                                                   --------------
Less Distributions
  From net investment income                               (0.10)
                                                   --------------
Total distributions                                        (0.10)
                                                   --------------
Net asset value, end of period                            $ 9.90
                                                   ==============

Total Return (a)                                           0.04%

Ratios and Supplemental Data
Net assets, end of period (000)                         $ 29,860
Ratio of expenses to average net assets                    1.14% (b)
Ratio of net investment income to
   average net assets                                      5.08% (b)
Portfolio turnover rate                                    4.66% (b)

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

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Monteagle Large Cap Fund
Schedule of Investments - February 29, 2000 (Unaudited)

<S>                                                            <C>                        <C>
Common Stocks - 91.7%                                             Shares                        Value

Cement, Hydraulic - 3.7%
Southdown, Inc.                                                        1,670                       $ 82,874
                                                                                           -----------------


Cleaning Preparations, Perfumes, Cosmetics - 3.6%
Procter & Gamble, Inc.                                                   910                         80,080
                                                                                           -----------------


Computer Communication Equipment - 5.5%
Cisco Systems, Inc. (a)                                                  930                        122,934
                                                                                           -----------------

Computers & Office Equipment - 4.4%
Hewlett Packard Co.                                                      720                         96,840
                                                                                           -----------------


National Commercial Banks - 1.6%
Wells Fargo & Co.                                                      1,100                         36,369
                                                                                           -----------------


Perfumes, Cosmetics & Other Toilet Preparations - 3.7%
Colgate-Palmolive Co.                                                  1,550                         80,891
                                                                                           -----------------


Petroleum Refining - 4.1%
Shell Transportation & Trading Co. P.L.C. (c)                          2,190                         91,022
                                                                                           -----------------


Pharmaceutical Preparations - 12.8%
Bristol-Myers Squibb, Inc.                                             1,400                         80,894
Elan Corp. P.L.C. (a) (c)                                              2,820                        115,972
Johnson & Johnson                                                      1,230                         88,252
                                                                                           -----------------

                                                                                                    285,118
                                                                                           -----------------

Retail-lumber & Other Building Materials Dealers - 4.8%
Home Depot, Inc.                                                       1,860                        107,299
                                                                                           -----------------

Services-Computer Integrated Systems Design - 4.2%
General Electric, Inc.                                                   700                         92,575
                                                                                           -----------------


Services-Computer Processing & Data Preparations - 7.5%
Electronic Data Systems Corp.                                          1,200                         77,700
First Data Corp.                                                       2,000                         90,000
                                                                                           -----------------

                                                                                                    167,700
                                                                                           -----------------

Services-Management Consulting Services - 3.3%
Marchfirst, Inc. (a)                                                   1,640                         74,415
                                                                                           -----------------


Services-Prepackaged Software - 13.1%
Citrix Systems, Inc. (a)                                               1,180                        124,416
Compuware Corp. (a)                                                    3,140                         69,473
Microsoft Corp. (a)                                                    1,100                         98,312
                                                                                           -----------------

                                                                                                    292,201
                                                                                           -----------------

Specialty Industry Machinery - 3.8%
Applied Materials, Inc. (a)                                              460                         84,151
                                                                                           -----------------

Monteagle Large Cap Fund
Schedule of Investments - February 29, 2000 (Unaudited) - continued

Common Stocks - continued                                         Shares                        Value

Surety Insurance - 2.4%
MGIC Investment Corp.                                                  1,430                       $ 53,446
                                                                                           -----------------


Telephone & Telegraph Apparatus - 4.0%
ADC Telecommunications, Inc. (a)                                       1,980                         88,852
                                                                                           -----------------


Telephone Communications (No Radio Telephone) - 6.7%
Alltel Corp.                                                           1,270                         73,660
Bell Atlantic Corp.                                                    1,520                         74,385
                                                                                           -----------------

                                                                                                    148,045
                                                                                           -----------------

Water Transportation - 2.5%
Carnival Corp.                                                         1,920                         55,320
                                                                                           -----------------


TOTAL COMMON STOCKS (Cost $2,115,197)                                                             2,040,132
                                                                                           -----------------


                                                                 Principal
                                                                   Amount
Money Market Securities - 6.9%
Firstar Treasury Fund, 4.9% (b) (Cost $153,345)                    $ 153,345                        153,345
                                                                                           -----------------

TOTAL INVESTMENTS - 98.6% (Cost $2,268,541)                                                       2,193,477
                                                                                           -----------------

Other assets less liabilities - 1.4%                                                                 30,437
                                                                                           -----------------

Total Net Assets - 100.0%                                                                       $ 2,223,914
                                                                                           =================



(a) Non-Income Producing
(b) Variable rate security; the coupon rate shown represents the rate at February 29, 2000.
(c) American Depository Receipt
</TABLE>

<TABLE>
<CAPTION>
<S>                                                             <C>                <C>
Monteagle Large Cap Fund                                                             February 29, 2000
Statement of Assets & Liabilities (Unaudited)

Assets
Investment in securities (cost $2,268,541)                                                 $ 2,193,477
Interest receivable                                                                                649
Dividends receivable                                                                             1,410
Receivable for fund shares sold                                                                 30,700
                                                                                     ------------------
   Total assets                                                                              2,226,236

Liabilities
Accrued investment advisory fee payable                                   $ 2,322
                                                                 -----------------

   Total liabilities                                                                             2,322
                                                                                     ------------------

Net Assets                                                                                 $ 2,223,914
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                            $ 2,308,269
Accumulated undistributed net investment income                                                    826
Accumulated net realized loss on investments                                                   (10,117)
Net unrealized depreciation on investments                                                     (75,064)
                                                                                     ------------------

Net Assets, for 235,880 shares                                                             $ 2,223,914
                                                                                     ==================

Net Assets
Offering price and redemption price per share ($  2,223,914 / 235,880)                          $ 9.43
                                                                                     ==================

</TABLE>
<TABLE>
<CAPTION>

Monteagle Large Cap Fund
Statement of Operations for the Period January 14, 2000
   (Commencement of Operations) to February 29, 2000 (Unaudited)

<S>                                                                   <C>                <C>
Investment Income
Dividend income                                                                                  $ 2,631
Interest income                                                                                    1,207
                                                                                          ---------------
Total Income                                                                                       3,838


Expenses
Investment advisory fee                                                         $ 3,012
                                                                      ------------------
Total operating expenses                                                                           3,012
                                                                                          ---------------
Net Investment Income                                                                                826
                                                                                          ---------------

Realized & Unrealized Gain (Loss)
Net realized loss on investment securities                                      (10,117)
Change in net unrealized depreciation
   on investment securities                                                     (75,064)
                                                                      ------------------
Net loss on investment securities                                                                (85,181)
                                                                                          ---------------
Net decrease in net assets resulting from operations                                           $ (84,355)
                                                                                          ===============

</TABLE>
<TABLE>
<CAPTION>

Monteagle Large Cap Fund
Statement of Changes in Net Assets for the period January 14, 2000
   (Commencement of Operations) to February 29, 2000 (Unaudited)




<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment income                                                                  $ 826
   Net realized loss on investment securities                                           (10,117)
   Change in net unrealized depreciation                                                (75,064)
                                                                               -----------------

   Net decrease in net assets resulting from operations                                 (84,355)
                                                                               -----------------
Distributions to shareholders
   From net investment income                                                                 -
   From net realized gain                                                                     -
                                                                               -----------------

   Total distributions                                                                        -
                                                                               -----------------
Share Transactions
   Net proceeds from sale of shares                                                   2,308,269
   Shares issued in reinvestment of distributions                                             -
   Shares redeemed                                                                            -
                                                                               -----------------
Net increase in net assets resulting
   from share transactions                                                            2,308,269
                                                                               -----------------

   Total increase in net assets                                                       2,223,914
                                                                               -----------------

Net Assets
   Beginning of period                                                                        -
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $826]                                                    $ 2,223,914
                                                                               =================

</TABLE>

<TABLE>
<CAPTION>
Monteagle Large Cap Fund
Financial Highlights for the period January 14, 2000
   (Commencement of Operations) to February 29, 2000 (Unaudited)




<S>                                                <C>
Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income (loss)                                -
   Net realized and unrealized gain (loss)                 (0.57)
                                                   --------------
Total from investment operations                           (0.57)
                                                   --------------
Less Distributions
  From net investment income                                   -
  From realized gain                                           -
                                                   --------------
                                                   --------------
Total distributions                                            -
                                                   --------------
Net asset value, end of period                            $ 9.43
                                                   ==============

Total Return (a)                                           (5.70)%

Ratios and Supplemental Data
Net assets, end of period (000)                          $ 2,224
Ratio of expenses to average net assets                    1.25% (b)
Ratio of net investment income to
   average net assets                                      0.34% (b)
Portfolio turnover rate                                   80.83% (b)

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Monteagle Opportunity Growth Fund
Schedule of Investments - February 29, 2000 (Unaudited)

<S>                                                            <C>                           <C>
Common Stocks - 98.7%                                              Shares                           Value

Biological Products (No Diagnostic Substances) - 6.8%
Genzyme Transgenics Corp. (a)                                           66,000                      $ 2,937,000
Immunex Corp. (a)                                                       26,200                        5,172,862
                                                                                              ------------------

                                                                                                      8,109,862
                                                                                              ------------------

Computer Communications Equipment - 5.5%
Emulex Corp. (a)                                                        14,900                        2,384,000
Juniper Networks, Inc. (a)                                              15,100                        4,142,119
                                                                                              ------------------

                                                                                                      6,526,119
                                                                                              ------------------

In Vitro & In Vivo Diagnostic Substances - 7.8%
Avant Immunotherapeutics, Inc. (a)                                      55,200                          610,650
Genome Therapeutics Corp. (a)                                           65,300                        3,232,350
Human Genome Sciences, Inc. (a)                                         11,800                        2,575,350
Hyseq, Inc. (a)                                                         28,000                        2,835,000
                                                                                              ------------------

                                                                                                      9,253,350
                                                                                              ------------------

Laboratory Analytical Instruments - 2.1%
PE Corp. - PE Biosystem                                                 23,800                        2,499,000
                                                                                              ------------------


Pharmaceutical Preparations - 2.6%
Genentech, Inc. (a)                                                     11,100                        2,140,912
Ribozyme Pharmaseuticals, Inc. (a)                                      22,100                          950,300
                                                                                              ------------------

                                                                                                      3,091,212
                                                                                              ------------------

Radio TV Broadcasting & Communication Equipment - 8.8%
Harmonic, Inc. (a)                                                      29,000                        3,971,187
MRV Communications, Inc. (a)                                            41,500                        6,507,719
                                                                                              ------------------

                                                                                                     10,478,906
                                                                                              ------------------

Semiconductors & Related Devices - 22.0%
Applied Micro Circuits Corp. (a)                                         7,900                        2,172,994
Broadcom Corp. - Class A (a)                                            11,400                        2,250,075
Conexant Systems, Inc. (a)                                              15,200                        1,493,400
IBIS Technology Corp. (a)                                               21,100                        1,624,700
JDS Uniphase Corp. (a)                                                  19,700                        5,195,875
PMC Sierra, Inc. (a)                                                    21,800                        4,208,762
Qlogic Corp. (a)                                                        18,200                        2,839,200
SDL, Inc. (a)                                                           10,700                        4,387,000
Triquint Semiconductor, Inc. (a)                                        16,200                        1,923,750
                                                                                              ------------------

                                                                                                     26,095,756
                                                                                              ------------------

Services-Commercial Physical & Biological Research - 16.3%
Affymetrix, Inc. (a)                                                    10,300                        2,983,138
Incyte Pharmaceuticals, Inc. (a)                                        10,300                        2,838,294
Millennium Pharmaceuticals, Inc. (a)                                    13,500                        3,511,688
Network Appliance (a)                                                   24,900                        4,699,875
Pharmacopeia, Inc. (a)                                                  53,100                        3,614,119
Verisign, Inc. (a)                                                       6,500                        1,644,500
                                                                                              ------------------

                                                                                                     19,291,614
                                                                                              ------------------


Monteagle Opportunity Growth Fund
Schedule of Investments - February 29, 2000 (Unaudited) - continued

Common Stocks - continued
Services-Prepackaged Software - 13.5%
Broadvision, Inc. (a)                                                   11,600                      $ 2,929,725
Brocade Communications Systems, Inc. (a)                                14,300                        4,134,487
Check Point Software Technologies LTD (a)(c)                            20,600                        4,201,113
Siebel Systems, Inc. (a)                                                19,900                        2,805,900
Veritas Software Corp. (a)                                               9,900                        1,958,962
                                                                                              ------------------

                                                                                                     16,030,187
                                                                                              ------------------

Specialty Industry Machinery - 2.6%
Applied Materials, Inc. (a)                                             16,500                        3,018,469
                                                                                              ------------------


Telephone & Telegraph Apparatus - 10.7%
Ciena Corp. (a)                                                         33,400                        5,337,738
Nortel Networks Corp.                                                   16,500                        1,843,875
Sycamore Networks (a)                                                   37,200                        5,505,600
                                                                                              ------------------

                                                                                                     12,687,213
                                                                                              ------------------


TOTAL COMMON STOCKS (Cost $72,218,466)                                                              117,081,688
                                                                                              ------------------


                                                                  Principal
                                                                    Amount
Money Market Securities -1.3 %
Firstar Treasury Fund, 4.9% (b) (Cost $1,493,155)                  $ 1,493,155                        1,493,155
                                                                                              ------------------


TOTAL INVESTMENTS - 100.0% (Cost $73,711,621)                                                       118,574,843
                                                                                              ------------------

Other assets less liabilities - 0.0%                                                                     19,367
                                                                                              ------------------

Total Net Assets - 100.0%                                                                         $ 118,594,210
                                                                                              ==================



(a) Non-Income Producing
(b) Variable rate security; the coupon rate shown represents the rate at February 29, 2000.
(c) American Depository Receipt

</TABLE>
<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
Monteagle Opportunity Growth Fund                                                    February 29, 2000
Statement of Assets & Liabilities (Unaudited)

Assets
Investment in securities (cost $73,711,621)                                              $ 118,574,843
Cash                                                                                             2,726
Receivable for fund shares sold                                                                113,959
Dividends receivable                                                                             6,060
Interest receivable                                                                              1,012
                                                                                     ------------------
   Total assets                                                                            118,698,600

Liabilities
Accrued investment advisory fee payable                                 $ 104,390
                                                                 -----------------

   Total liabilities                                                                           104,390
                                                                                     ------------------

Net Assets                                                                               $ 118,594,210
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 46,290,224
Accumulated net investment loss                                                                (94,753)
Accumulated net realized gain on investments                                                27,535,517
Net unrealized appreciation on investments                                                  44,863,222
                                                                                     ------------------

Net Assets, for 6,934,618 shares                                                         $ 118,594,210
                                                                                     ==================

Net Assets
Offering price and redemption price per share ($118,594,210/6,934,618)                         $ 17.10
                                                                                     ==================

</TABLE>

<TABLE>
<CAPTION>

Monteagle Opportunity Growth Fund
Statement of Operations for the Period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)

<S>                                                                   <C>                 <C>
Investment Income
Dividend income                                                                                    $ 1,012
Interest income                                                                                    126,987
                                                                                          -----------------
Total Income                                                                                       127,999


Expenses
Investment advisory fee                                                       $ 222,752
                                                                      ------------------
Total operating expenses                                                                           222,752
                                                                                          -----------------
Net Investment Loss                                                                                (94,753)
                                                                                          -----------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                                   27,535,517
Change in net unrealized appreciation
   on investment securities                                                  44,863,222
                                                                      ------------------
Net gain on investment securities                                                               72,398,739
                                                                                          -----------------
Net increase in net assets resulting from operations                                          $ 72,303,986
                                                                                          =================
</TABLE>
<TABLE>
<CAPTION>

Monteagle Opportunity Growth Fund
Statement of Changes in Net Assets for the period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)




<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment loss                                                                  $ (94,753)
   Net realized gain on investment securities                                          27,535,517
   Change in net unrealized appreciation                                               44,863,222
                                                                               -------------------

   Net increase in net assets resulting from operations                                72,303,986
                                                                               -------------------
Distributions to shareholders
   From net investment income                                                                   -
   From net realized gain                                                                       -
                                                                               -------------------

   Total distributions                                                                          -
                                                                               -------------------
Share Transactions
   Transfer in kind                                                                    46,689,282
   Net proceeds from sale of shares                                                     2,029,228
   Shares issued in reinvestment of distributions                                               -
   Shares redeemed                                                                     (2,428,286)
                                                                               -------------------
Net increase in net assets resulting
   from share transactions                                                             46,290,224
                                                                               -------------------

   Total increase in net assets                                                       118,594,210
                                                                               -------------------

Net Assets
   Beginning of period                                                                          -
                                                                               -------------------
   End of period [including accumulated net
      investment loss of $(94,753)]                                                 $ 118,594,210
                                                                               ===================
</TABLE>
<TABLE>
<CAPTION>

Monteagle Opportunity Growth Fund
Financial Highlights for the period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)



<S>                                                <C>
Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income (loss)                            (0.01)
   Net realized and unrealized gain (loss)                  7.11
                                                   --------------

Total from investment operations                            7.10
                                                   --------------
Less Distributions
   From net investment income                                  -
   From net realized gain                                      -
                                                   --------------

Total Distributions                                            -
                                                   --------------

Net asset value, end of period                           $ 17.10
                                                   ==============

Total Return (a)                                          71.00%

Ratios and Supplemental Data
Net assets, end of period (000)                        $ 118,594
Ratio of expenses to average net assets                    1.26% (b)
Ratio of net investment income to
   average net assets                                    (0.54)% (b)
Portfolio turnover rate                                  978.14% (b)

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

</TABLE>

<TABLE>
<CAPTION>
Monteagle Value Fund
Schedule of Investments - February 29, 2000 (Unaudited)

<S>                                                             <C>                          <C>
Common Stocks - 87.4%                                              Shares                         Value

Air Courier Services - 3.2%
FedEx Corp. (a)                                                        14,875                       $ 519,695
                                                                                             -----------------

Air Transportation Scheduled - 2.8%
Delta Airlines, Inc.                                                   10,000                         456,250
                                                                                             -----------------

Aircraft - 2.7%
Northrop Grumman Corp.                                                  9,675                         439,608
                                                                                             -----------------

Computers & Office Equipment - 2.8%
Unisys Corp. (a)                                                       15,000                         449,062
                                                                                             -----------------

Electronic Computers - 3.7%
Apple Computer, Inc. (a)                                                2,700                         309,488
Compaq Computer Corp. (a)                                              11,650                         291,250
                                                                                             -----------------

                                                                                                      600,738
                                                                                             -----------------

Insurance - 4.3%
Aegon N.V.                                                              7,500                         522,188
MGIC Investment Corp.                                                   5,000                         186,875
                                                                                             -----------------

                                                                                                      709,063
                                                                                             -----------------

National Commercial Banks - 7.9%
Bank of America Corp.                                                  10,225                         470,989
Citigroup, Inc.                                                        10,000                         515,000
First Union Corp.                                                      10,200                         300,900
                                                                                             -----------------

                                                                                                    1,286,889
                                                                                             -----------------

Oil & Gas Filed Machinery & Equipment - 5.2%
Smith International, Inc. (a)                                           5,000                         313,437
Varco International, Inc. (a)                                          48,000                         531,000
                                                                                             -----------------

                                                                                                      844,437
                                                                                             -----------------

Oil, Gas, Field Services - 1.9%
Schlumberger LTD                                                        4,300                         317,662
                                                                                             -----------------


Pharmaceutical Preparations - 9.9%
Bristol-Myers Squibb, Inc.                                              7,500                         433,360
Johnson & Johnson, Inc.                                                 2,500                         179,375
Lilly Eli & Co.                                                         8,050                         478,472
Watson Pharmaceuticals, Inc. (a)                                       13,200                         528,000
                                                                                             -----------------

                                                                                                    1,619,207
                                                                                             -----------------

Photographic Equipment & Supplies - 2.7%
Eastman Kodak, Inc.                                                     7,650                         438,441
                                                                                             -----------------


Railroads, Line-Haul Operating - 2.5%
CSX Corp.                                                              18,500                         410,469
                                                                                             -----------------


Retail-Eating Places - 2.8%
CBRL Group, Inc.                                                       50,000                         462,500
                                                                                             -----------------

Monteagle Value Fund
Schedule of Investments - February 29, 2000 (Unaudited) - continued

Common Stocks - continued                                          Shares                         Value

Retail-Grocery Stores - 2.5%
Kroger Corp. (a)                                                       28,000                       $ 416,500
                                                                                             -----------------


Security Brokers, Dealers & Flotation Companies - 6.2%
Lehman Brothers Holdings, Inc.                                          7,000                         507,500
Merrill Lynch & Co., Inc.                                               5,000                         512,500
                                                                                             -----------------

                                                                                                    1,020,000
                                                                                             -----------------

Semiconductors & Related Devices - 6.5%
General Semiconductor, Inc. (a)                                        30,000                         500,625
Intel Corp.                                                             5,000                         565,000
                                                                                             -----------------

                                                                                                    1,065,625
                                                                                             -----------------

Services-Computer Integrated Systems Design - 1.9%
General Electric, Inc.                                                  2,300                         304,175
                                                                                             -----------------


Services-Miscellaneous Amusement & Recreation - 2.8%
Walt Disney Co.                                                        13,800                         462,300
                                                                                             -----------------


Steel Production - 2.1%
Worthington Industries, Inc.                                           26,000                         344,500
                                                                                             -----------------


Telephone Communications (No Radio Telephone) - 10.5%
Alltel Corp.                                                            6,000                         348,000
AT&T Corp.                                                             14,486                         715,246
GTE Corp.                                                               6,000                         354,000
MCI WorldCom, Inc. (a)                                                  6,500                         290,063
                                                                                             -----------------

                                                                                                    1,707,309
                                                                                             -----------------

Water Supply - 2.5%
American Water Works, Inc.                                             20,500                         410,000
                                                                                             -----------------



TOTAL COMMON STOCKS (Cost $15,756,004)                                                             14,284,430
                                                                                             -----------------


                                                                  Principal
                                                                   Amount
Money Market Securities - 7.1%
Firstar Treasury Fund, 4.9% (b) (Cost $1,168,767)                 $ 1,168,767                       1,168,767
                                                                                             -----------------


TOTAL INVESTMENTS - 94.5% (Cost $16,924,771)                                                       15,453,197
                                                                                             -----------------

Other assets less liabilities - 5.5%                                                                  898,837
                                                                                             -----------------

Total Net Assets - 100.0%                                                                        $ 16,352,034
                                                                                             =================



(a) Non-Income Producing
(b) Variable rate security; the coupon rate shown represents the rate at February 29, 2000.
</TABLE>
<TABLE>
<CAPTION>
Monteagle Value Fund                                                                              February 29, 2000
Statement of Assets & Liabilities (Unaudited)

<S>                                                             <C>                 <C>
Assets
Investment in securities (cost $16,924,771)                                               $ 15,453,197
Cash                                                                                             2,438
Dividends receivable                                                                            31,702
Interest receivable                                                                              4,228
Receivable for fund shares sold                                                                  3,000
Receivable for securities sold                                                               2,657,163
                                                                                     ------------------
   Total assets                                                                             18,151,728

Liabilities
Accrued investment advisory fee payable                                    19,460
Payable for securities purchased                                      $ 1,780,234
                                                                 -----------------

   Total liabilities                                                                         1,799,694
                                                                                     ------------------

Net Assets                                                                                $ 16,352,034
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 19,830,768
Accumulated undistributed net investment income                                                 14,873
Accumulated net realized loss on investments                                                (2,022,033)
Net unrealized depreciation on investments                                                  (1,471,574)
                                                                                     ------------------

Net Assets, for 1,769,534 shares                                                          $ 16,352,034
                                                                                     ==================

Net Assets
Offering price and redemption price per share ($  16,352,034 / 1,769,534)                       $ 9.24
                                                                                     ==================
</TABLE>
<TABLE>
<CAPTION>
Monteagle Value Fund
Statement of Operations for the Period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)

<S>                                                                   <C>                 <C>
Investment Income
Dividend income                                                                                  $ 54,011
Interest income                                                                                    10,167
                                                                                          ----------------
Total Income                                                                                       64,178


Expenses
Investment advisory fee                                                        $ 49,305
                                                                      ------------------
Total operating expenses                                                                           49,305
                                                                                          ----------------
Net Investment Income                                                                              14,873
                                                                                          ----------------

Realized & Unrealized Gain (Loss)
Net realized loss on investment securities                                   (2,022,033)
Change in net unrealized depreciation
   on investment securities                                                  (1,471,574)
                                                                      ------------------
Net loss on investment securities                                                              (3,493,607)
                                                                                          ----------------
Net decrease in net assets resulting from operations                                         $ (3,478,734)
                                                                                          ================
</TABLE>
<TABLE>
<CAPTION>
Monteagle Value Fund
Statement of Changes in Net Assets for the period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)




<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment income                                                               $ 14,873
   Net realized loss on investment securities                                        (2,022,033)
   Change in net unrealized depreciation                                             (1,471,574)
                                                                               -----------------
   Net increase in net assets resulting from operations                              (3,478,734)
                                                                               -----------------
Distributions to shareholders
   From net investment income                                                                 -
   From net realized gain                                                                     -
                                                                               -----------------
   Total distributions                                                                        -
                                                                               -----------------
Share Transactions                                                                            -
   Transfer in kind                                                                  20,679,001
   Net proceeds from sale of shares                                                      28,321
   Shares issued in reinvestment of distributions                                             -
   Shares redeemed                                                                     (876,554)
                                                                               -----------------
Net increase in net assets resulting
   from share transactions                                                           19,830,768
                                                                               -----------------
   Total increase in net assets                                                      16,352,034
                                                                               -----------------

Net Assets
   Beginning of period                                                                        -
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $14,873]                                                  16,352,034
                                                                               =================

</TABLE>
<TABLE>
<CAPTION>
Monteagle Value Fund
Financial Highlights for the period December 17, 1999
   (Commencement of Operations) to February 29, 2000 (Unaudited)




<S>                                                <C>
Selected Per Share Data
Net asset value, beginning of period                     $ 10.00
                                                   --------------
Income from investment operations
   Net investment income                                    0.01
   Net realized and unrealized gain                        (0.77)
                                                   --------------
Less Distributions
   From net investment income                                  -
   From net realized gain                                      -
                                                   --------------
Total Distributions                                            -
                                                   --------------
Total from investment operations                           (0.76)
                                                   --------------

Net asset value, end of period                            $ 9.24
                                                   ==============

Total Return (a)                                           (7.60)%

Ratios and Supplemental Data
Net assets, end of period (000)                         $ 16,352
Ratio of expenses to average net assets                    1.35% (b)
Ratio of net investment income to
   average net assets                                      0.41% (b)
Portfolio turnover rate                                  597.42% (b)

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


                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                          FEBRUARY 29, 2000 (UNAUDITED)

NOTE 1.  ORGANIZATION

     The  Monteagle  Fixed  Income  Fund,  Monteagle  Opportunity  Growth  Fund,
Monteagle   Value  Fund,  and  Monteagle  Large  Cap  Fund  (each  a  "Fund"  or
collectively, the "Funds") were organized as series of AmeriPrime Advisors Trust
(the  "Trust") on August 3, 1999.  The  Monteagle  Fixed Income Fund,  Monteagle
Opportunity  Growth Fund,  and  Monteagle  Value Fund,  commenced  operations on
December 17, 1999,  and the  Monteagle  Large Cap Fund  commenced  operations on
January 14, 2000. The investment objective of the Monteagle Fixed Income Fund is
total  return  and the  investment  objective  of the other  Funds is to provide
long-term  capital  appreciation.  The  Monteagle  Opportunity  Growth  Fund  is
non-diversified.  The Monteagle  Value Fund and the Monteagle Large Cap Fund are
diversified.  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 offered by the Trustees.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting  policies followed by
each Fund in the preparation of its financial statements.

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

     Fixed-income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor  believes such prices  accurately  reflect the fair market value of such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject to review of the

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Board. Short-term investments in fixed-income securities with maturities of less
than  60 days  when  acquired,  or  which  subsequently  are  within  60 days of
maturity, are valued by using the amortized cost method of valuation,  which the
Board has determined will represent fair value.

FEDERAL  INCOME  TAXES- Each Fund  intends to qualify  each year as a "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  each Fund will not be subject to federal income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

DIVIDENDS AND DISTRIBUTIONS-  Each Fund intends to distribute  substantially all
of its net  investment  income as dividends to its  shareholders  on at least an
annual basis.  Each Fund intends to distribute  its net long-term  capital gains
and its net short-term capital gains at least once a year.

OTHER- Each Fund follows industry practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective securities.

NOTE 3.  FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Nashville Capital  Corporation,  209 10th Avenue South,  Suite 332, Nashville TN
37203,  serves as investment  manager to the Funds. In this capacity,  Nashville
Capital  Corporation advises and assists the officers of the Trust in conducting
the business of the Fund and is  responsible  for providing  general  investment
advice and guidance to the Funds,  although the investment manager has delegated
responsibility  for the  selection and ongoing  monitoring of the  securities in
each Fund's  investment  portfolio  to the Fund's  respective  adviser set forth
below. Nashville Capital Corporation 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  investment  manager a fee based on
average daily net assets at the following rates:

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED


NOTE 3.  FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
<TABLE>

<S>                     <C>                         <C>                <C>               <C>
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%                    1.10%                 0.97%             1.00%
$100 million                 1.10%                    1.00%                 0.90%             0.95%
</TABLE>


     Under the terms of each Fund's management agreement (the "Agreement"),  the
investment  manager manages each Fund's  investments  subject to approval of the
Board of Trustees  and pays all of the  expenses  of each Fund except  brokerage
commissions,  taxes, borrowing costs, fees and expenses of non-interested person
trustees,  and extraordinary  expenses.  It should be noted that most investment
companies pay their own operating expenses directly,  while the Funds' expenses,
except those specified above, are paid by the investment manager. For the period
December 17, 1999  (commencement of operations of the Fixed Income,  Opportunity
Growth Fund, and Value Funds) through February 29, 2000, the investment  manager
received  a fee of  $69,624,  $222,752,  and  $49,305  from  the  Fixed  Income,
Opportunity  Growth, and Value Funds,  respectively.  For the period January 14,
2000  (commencement  of operations  of the Large Cap Fund) through  February 29,
2000, the investment manager received a fee of $3,012 from the Large Cap Fund.

Large Cap Fund and Fixed Income Fund. The  investment  manager has retained Howe
and  Rusling,  Inc.  to serve as the adviser to the Large Cap Fund and the Fixed
Income Fund. The firm was  established in 1930. The Howe and Rusling  Investment
Committee is primarily  responsible for the day-to-day  management of the Funds.
Nashville  Capital  Corporation  has  agreed to pay Howe and  Rusling  an annual
advisory  fee for the Large Cap Fund of 0.40% of net  assets up to $25  million,
0.30% of net assets from $25 million up to $50 million,  and 0.25% of net assets
of $50 million and greater. Nashville Capital Corporation has agreed to pay Howe
and  Rusling an annual  advisory  fee for the Fixed  Income Fund of 0.30% of net
assets  up to $25  million,  0.25%  of net  assets  from $25  million  up to $50
million,  and 0.20% of net assets of $50  million  and  greater.  For the period
December 17, 1999  (commencement of operations of the Fixed Income Fund) through
February 29, 2000, the adviser received a fee of $17,803 from Nashville  Capital
Corporation  for  the  Fixed  Income  Fund.  For the  period  January  14,  2000
(commencement  of operations  of the Large Cap Fund) through  February 29, 2000,
the adviser  received a fee of $964 from Nashville  Capital  Corporation for the
Large Cap Fund.

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

NOTE 3.  FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

Opportunity   Growth  Fund.  The  investment   manager  has  retained  T.H.
Fitzgerald,  Jr.  (d/b/a T.H.  Fitzgerald  & Co.) to serve as the adviser to the
Opportunity Growth Fund. The firm has been  owner-managed  since its founding in
1959. 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
advisory fee equal to 0.70% of net assets up to $25 million, 0.60% of net assets
from $25 million up to $50  million,  0.45% of net assets from $50 million up to
$100  million,  and 0.40% of net assets of $100  million  and  greater.  For the
period December 17, 1999  (commencement of operations of the Opportunity  Growth
Fund)  through  February  29, 2000,  the adviser  received a fee of $99,716 from
Nashville Capital Corporation for the Opportunity Growth Fund.

Value Fund. The investment manager has retained Robinson  Investment Group, Inc.
to serve as the  adviser  to the Value  Fund.  The firm was  founded  in 1996 by
Russell L.  Robinson.  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  advisory  fee of 0.60%  of net  assets  up to $25
million,  0.45% of net assets from $25 million up to $50  million,  0.35% of net
assets  from $50  million  up to $100  million,  and 0.30% of net assets of $100
million  and  greater.  For  the  period  December  17,  1999  (commencement  of
operations of the Value Fund) through  February 29, 2000, the adviser received a
fee of $21,913 from Nashville Capital Corporation for the Value Fund.

   Each Fund retains AmeriPrime Financial Services,  Inc. (the  "Administrator")
to  manage  each  Fund's  business   affairs  and  to  provide  each  Fund  with
administrative services, including all regulatory reporting and necessary office
equipment and personnel. The Administrator receives a monthly fee from Nashville
Capital  Corporation  equal to an annual  average  rate of 0.10% of each  Fund's
average  daily  net  assets up to $50  million  dollars,  0.075% of each  Fund's
average daily net assets from $50 million to $100 million  dollars and 0.050% of
each fund's average daily net assets over $100 million  dollars.  For the period
December 17, 1999 (commencement of operations of Opportunity Growth,  Value, and
Fixed Income Funds) through February 29, 2000, the  Administrator  received fees
of $17,117, $3,548, $5,870 from Nashville Capital Corporation for administrative
services  provided to the  Opportunity  Growth,  Value,  and Fixed Income Funds,
respectively.  For the period January 14, 2000, the Administrator  received fees
of $297 from Nashville Capital Corporation for administrative  services provided
to the Large Cap Fund.

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

NOTE 3.  FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

 Each Fund retains AmeriPrime Financial Securities,  Inc. (the "Distributor") to
act as the principal  distributor of each Fund's shares.  There were no payments
made to the  Distributor  for the period  December  17,  1999  (commencement  of
operations)  through February 29, for the Fixed Income,  Opportunity Growth, and
Value Funds, respectively.

There were no payments were made to the  Distributor  for the period January 14,
2000  (commencement  of operations)  through February 29, 2000 for the Large Cap
Fund. Certain members of management of the Administrator and the Distributor are
also members of management of the AmeriPrime Trust.

NOTE 4.  SHARE TRANSACTIONS

FIXED INCOME FUND.  As of February  29, 2000,  there was an unlimited  number of
authorized  shares  for the Fund.  Paid in  capital  at  February  29,  2000 was
$31,595,069.
<TABLE>
<CAPTION>

Transactions in shares were as follows:

                                         FOR THE PERIOD DECEMBER 17, 1999 (COMMENCEMENT OF OPERATIONS)
                                                              TO FEBRUARY 29, 2000

                                                  SHARES                         DOLLARS

<S>                                      <C>                               <C>
Transfer in kind                               2,971,217                      $31,140,824
Shares sold                                       72,947                          723,743
Shares issued from
reinvested of Dividend                             4,860                           48,407
Shares redeemed                                  (32,022)                        (317,905)
                                           --------------                 ----------------
                                              31,595,069                       $46,290,224
                                           ==============                 ================
</TABLE>

OPPORTUNITY  GROWTH FUND. As of February 29, 2000, there was an unlimited number
of  authorized  shares for the Fund.  Paid in capital at  February  29, 2000 was
$46,290,224.

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

NOTE 4.  SHARE TRANSACTIONS - CONTINUED
<TABLE>
<CAPTION>
Transactions in shares were as follows:

                                         FOR THE PERIOD DECEMBER 17, 1999 (COMMENCEMENT OF OPERATIONS)
                                                              TO FEBRUARY 29, 2000

                                                  SHARES                         DOLLARS

<S>                                      <C>                               <C>
Transfer in kind                               6,973,494                      $46,689,282
Shares sold                                      166,934                        2,029,228
Shares redeemed                                 (205,810)                      (2,428,286)
                                         ------------------                -----------------
                                               6,934,618                      $46,290,224
                                         ==================                =================
</TABLE>

VALUE FUND. As of February 29, 2000, there was an unlimited number of authorized
shares for the Fund. Paid in capital at February 29, 2000 was $19,830,768.
Transactions in shares were as follows:
<TABLE>
<CAPTION>

                                         FOR THE PERIOD DECEMBER 17, 1999 (COMMENCEMENT OF OPERATIONS)
                                                              TO FEBRUARY 29, 2000

                                                  SHARES                         DOLLARS

<S>                                       <C>                              <C>
Transfer in kind                               1,853,559                      $20,679,001
Shares sold                                        2,872                           28,321
Shares redeemed                                  (86,897)                        (876,554)
                                         ------------------                -----------------
                                               1,769,534                      $19,830,768
                                         ==================                =================
</TABLE>

LARGE CAP FUND.  As of  February  29,  2000,  there was an  unlimited  number of
authorized  shares  for the Fund.  Paid in  capital  at  February  29,  2000 was
$2,308,269.
<TABLE>
<CAPTION>

Transactions in shares were as follows:

                                          FOR THE PERIOD JANUARY 14, 1999 (COMMENCEMENT OF OPERATIONS)
                                                              TO FEBRUARY 29, 2000
<S>                                          <C>                           <C>

                                                  SHARES                         DOLLARS

Shares sold                                       235,880                       $2,308,269
Shares redeemed                                        (0)                              (0)
                                             --------------                 ----------------
                                                  235,880                       $2,308,269
                                             ==============                 ================

</TABLE>

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                    FEBRUARY 29, 2000 (UNAUDITED) - CONTINUED

NOTE 5.  INVESTMENTS

FIXED INCOME FUND. For the period December 17, 1999 (commencement of operations)
to February 29, 2000  purchases and sales of investment  securities,  other than
short-term investments,  aggregated $3,500,590 and $200,000,  respectively.  The
gross unrealized  appreciation for all securities  totaled $19,863 and the gross
unrealized  depreciation  for  all  securities  totaled  $1,754,734  for  a  net
unrealized  depreciation  of  $1,734,871.  The aggregate  cost of securities for
federal income tax purposes at February 29, 2000 was $31,198,661.

OPPORTUNITY  GROWTH  FUND.  For the period  December 17, 1999  (commencement  of
operations) to February 29, 2000  purchases and sales of investment  securities,
other than short-term  investments,  aggregated  $117,730,883 and  $118,355,683,
respectively.  The gross  unrealized  appreciation  for all  securities  totaled
$45,311,196 and the gross  unrealized  depreciation  for all securities  totaled
$447,974 for a net unrealized appreciation of $44,863,222. The aggregate cost of
securities for federal income tax purposes at February 29, 2000 was $73,711,621.

VALUE FUND.  For the period  December 17, 1999  (commencement  of operations) to
February  29, 2000  purchases  and sales of  investment  securities,  other than
short-term  investments,  aggregated $14,558,407 and $16,341,573,  respectively.
The gross unrealized  appreciation  for all securities  totaled $213,019 and the
gross unrealized  depreciation for all securities  totaled  $1,684,593 for a net
unrealized  depreciation  of  $1,471,574.  The aggregate  cost of securities for
federal income tax purposes at February 29, 2000 was $16,924,771.

LARGE CAP FUND. For the period January 14, 2000  (commencement of operations) to
February  29, 2000  purchases  and sales of  investment  securities,  other than
short-term investments,  aggregated $2,246,649 and $121,335,  respectively.  The
gross unrealized  appreciation for all securities totaled $141,815 and the gross
unrealized depreciation for all securities totaled $216,879 for a net unrealized
depreciation of $75,064. The aggregate cost of securities for federal income tax
purposes at February 29, 2000 was $2,268,541.

NOTE 6. ESTIMATES

     Preparation of financial  statements in accordance with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

NOTE 7. RELATED PARTY TRANSACTIONS

     Nashville  Capital  Corporation  and  the  advisers  are  not a  registered
broker-dealer of securities and thus does not receive commissions on trades made
on behalf of the Funds. The beneficial ownership, either directly or indirectly,
of more than 25% of the voting  securities  of a Fund creates a  presumption  of
control of the Fund,  under  Section  2(a)(9) of the  Investment  Company Act of
1940. As of February 29, 2000,  Farmers and Merchants  Corporation  beneficially
owned 100% of each Fund.



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