AMERIPRIME ADVISORS TRUST
497, 2001-01-10
Previous: ICICI LTD, 6-K, EX-99.1, 2001-01-10
Next: AMERICAN ECONOMY INSURANCE CO/WA, 13F-NT, 2001-01-10




                                StoneRidge Funds

                        Prospectus dated January 1, 2001

                             StoneRidge Equity Fund
                        StoneRidge Small Cap Equity Fund
                              StoneRidge Bond Fund

                        c/o Unified Fund Services, Inc.
                           431 N. Pennsylvania Street
                          Indianapolis, Indiana 46204
                                 (800) 441-6978










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


<PAGE>





                                TABLE OF CONTENTS

                                                                            PAGE

StoneRidge Equity Fund..........................................................

StoneRidge Small Cap Equity Fund................................................

StoneRidge Bond Fund............................................................

Fees and Expenses of the Funds..................................................

How To Buy Shares...............................................................

How To Redeem Shares............................................................

Determination of Net Asset Value................................................

Dividends, Distributions and Taxes..............................................

Management of the Fund..........................................................

Financial Highlights............................................................

For More Information..................................................Back Cover










<PAGE>



STONERIDGE EQUITY FUND

Investment Objective

      The  investment  objective  of  the  StoneRidge  Equity  Fund  is  capital
appreciation over the long term.

Principal Strategies

      The  Fund  invests   primarily  in  common  stocks  of  medium  and  large
capitalization  U.S. companies (those with market  capitalizations of $2 billion
or more) that the Fund's  adviser  believes will  outperform  other  stocks.  In
making stock selections,  the adviser first uses a proprietary  computer ranking
system which focuses on earnings,  the adviser's  assessment (using quantitative
screening techniques) of whether the stock is valued appropriately by the market
and technical  factors (such as the  performance  of the stock compared to other
stocks over various time  periods).  To make its final  selections,  the adviser
then  examines  fundamental  characteristics  (such as industry  conditions  and
outlook,  market  position  and  management's  ability  and  reputation)  of the
companies  and  technical  aspects  (such as price and volume  behavior)  of the
stocks.  The Fund will  normally  invest  at least  65% of its  assets in equity
securities of U.S. companies.

      The Fund may sell a stock if the adviser believes the company's  prospects
have declined,  if the adviser learns negative  information  about the company's
underlying  fundamentals,   or  to  rebalance  the  composition  of  the  Fund's
portfolio.

Principal Risks of Investing in the Fund

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

o    Market  risk.  Overall  stock market risks may also affect the value of the
     Fund.  Factors  such as  domestic  economic  growth and market  conditions,
     interest rate levels and political events affect the securities markets.

o    Volatility  risk.  Common  stocks  tend  to be  more  volatile  than  other
     investment choices.

o    Portfolio  turnover  risk. The Fund's  investment  strategy may result in a
     high portfolio  turnover  rate. A high  portfolio  turnover would result in
     correspondingly greater brokerage commission expenses and may result in the
     distribution to shareholders of additional  capital gains for tax purposes.
     These factors may negatively affect the Fund's performance.

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

o    The Fund is not a complete investment program.

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

Is the Fund Right for You?

      The Fund may be a suitable investment for:

o    long term investors seeking a Fund with a total return investment strategy

o    investors willing to accept price fluctuations in their investment

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


<PAGE>


How the Fund Has Performed

      The bar chart below shows the Fund's total  return for the  calendar  year
ended  December  31,  2000.  The  performance  table  below shows how the Fund's
average  annual  total  returns  compare  over  time to those  of a  broad-based
securities  market  index.  Of  course,  the  Fund's  past  performance  is  not
necessarily an indication of its future performance.

(Total Return as of December 31)

      During the period shown, the highest return for a quarter was 5.43% (first
quarter, 2000); and the lowest return was -7.70% (fourth quarter, 2000).

Average Annual Total Returns for the periods ended 12/31/00:

                           One Year                   Since Inception1

The Fund                    2.01%                     14.47%
S&P 500 Index              -8.23%                     3.52%

1October 1, 1999.


<PAGE>


STONERIDGE SMALL CAP EQUITY FUND

Investment Objective

      The  investment  objective  of the  StoneRidge  Small Cap  Equity  Fund is
capital growth over the long term.

Principal Strategies

      The Fund invests primarily in common stocks of small  capitalization  U.S.
companies  (those  with a  market  capitalization  between  $50  million  and $2
billion) that the Fund's  adviser  believes  will  outperform  other stocks.  In
making stock selections,  the adviser first uses a proprietary  computer ranking
system which focuses on earnings,  the adviser's  assessment (using quantitative
screening techniques) of whether the stock is valued appropriately by the market
and technical  factors (such as the  performance  of the stock compared to other
stocks over various time  periods).  To make its final  selections,  the adviser
then  examines  fundamental  characteristics  (such as industry  conditions  and
outlook,  market  position  and  management's  ability  and  reputation)  of the
companies  and  technical  aspects  (such as price and volume  behavior)  of the
stocks.  In addition,  it is possible that a  significant  portion of the Fund's
portfolio may be invested in initial public offerings  (IPOs).  The adviser will
select  IPOs based on the  above-described  fundamental  characteristics  of the
companies.  The Fund will  normally  invest at least 65% of its assets in equity
securities of small capitalization U.S. companies.

      The Fund may sell a stock if the adviser believes the company's  prospects
have declined,  if the adviser learns negative  information  about the company's
underlying fundamentals or to rebalance the composition of the Fund's portfolio.

Principal Risks of Investing in the Fund

o    Small  company  risk.  The  risks  associated  with  investing  in  smaller
     companies include:

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

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

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

o    Smaller  companies  may have limited  markets,  product  lines or financial
     resources and may lack  management  depth.  These factors could  negatively
     affect the price of the stock and reduce the value of the Fund.

o    IPO risk.  Most IPOs involve a high degree of risk not normally  associated
     with an investment in more seasoned companies.

o    Because most IPOs involve  smaller  companies,  the risk factors  described
     above apply to IPOs.

o    Investors in IPOs can be affected by  substantial  dilution in the value of
     their shares, by sales of additional shares and by concentration of control
     in existing management and principal shareholders.

o    Stock prices of IPOs can also be highly  unstable,  due to the absence of a
     prior public market,  the small number of shares  available for trading and
     limited investor information.

o    The IPO market tends to favor certain industry  sectors.  As a result,  the
     Fund may  invest a  significant  portion  of its  assets  in those  favored
     sectors (such as technology or  communications).  Companies within a sector
     may share  common  characteristics  and are  likely to react  similarly  to
     negative   market,   regulatory  or  economic   developments.   A  negative
     development  that  affects one stock in a sector  could affect the value of
     all stocks in the Fund's portfolio that are in that sector.

o    Liquidity risk. Smaller companies are subject to liquidity risk.  Liquidity
     risk is the risk that certain  securities may be difficult or impossible to
     sell at the time and price that the investment  adviser would like to sell.
     The adviser may have to lower the price,  sell other securities  instead or
     forego an investment opportunity, any of which could have a negative effect
     on fund management or performance.

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

o    Market  risk.  Overall  stock market risks may also affect the value of the
     Fund.  Factors  such as  domestic  economic  growth and market  conditions,
     interest rate levels and political events affect the securities markets.

o    Portfolio  turnover  risk. The Fund's  investment  strategy may result in a
     high portfolio  turnover  rate. A high  portfolio  turnover would result in
     correspondingly greater brokerage commission expenses and may result in the
     distribution to shareholders of additional  capital gains for tax purposes.
     These factors may negatively affect the Fund's performance.

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

o    The Fund is not a complete investment program.

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

Is the Fund Right for You?
      The Fund may be suitable for:

o    long term investors seeking a fund with a growth investment strategy

o    investors willing to accept price fluctuations in their investment

o    investors  who  can  tolerate  the  risks   associated  with  common  stock
     investments

o    investors  willing to accept  the  greater  market  price  fluctuations  of
     smaller companies

How the Fund Has Performed

      The bar chart below shows the Fund's total  return for the  calendar  year
ended  December  31,  2000.  The  performance  table  below shows how the Fund's
average  annual  total  returns  compare  over  time to those  of a  broad-based
securities  market  index.  Of  course,  the  Fund's  past  performance  is  not
necessarily an indication of its future performance.

(Total Return as of December 31)

      During the period  shown,  the  highest  return for a quarter  was 17.81%%
(first quarter, 2000); and the lowest return was -23.50% (fourth quarter, 2000).

Average Annual Total Returns for the periods ended 12/31/00:

                                  One Year               Since Inception1

The Fund                           -7.95%                    20.19%
Russell 2000 Growth Index          -22.43%                    2.76%

1October 1, 1999.

STONERIDGE BOND FUND

Investment Objective

      The investment  objective of the StoneRidge Bond Fund is income consistent
with preservation of capital.

Principal Strategies

      The Fund  invests  primarily  in a broad range of  investment  grade fixed
income  securities.  These include  bonds,  notes,  mortgage-backed  securities,
corporate debt,  government  securities,  municipal  securities,  and short term
obligations,  such as commercial  paper and  repurchase  agreements.  The Fund's
adviser typically selects  intermediate term fixed income securities (those with
maturities  of three to ten  years),  based on the  available  yield at  various
maturity  levels.  The Fund will normally  invest at least 65 % if its assets in
fixed income securities.

Principal Risks of Investing in the Fund

o    Interest rate risk. The value of your investment may decrease when interest
     rates rise.

o    Duration  risk.  Prices of fixed income  securities  with longer  effective
     maturities  are more  sensitive  to interest  rate  changes than those with
     shorter effective maturities.

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

o    Prepayment and extension  risk. As interest  rates decline,  the issuers of
     securities  held by the Fund may prepay  principal  earlier than scheduled,
     forcing  the Fund to  reinvest in lower  yielding  securities.  As interest
     rates  increase,  slower than  expected  principal  payments may extend the
     average life of fixed income securities,  locking in below-market  interest
     rates and reducing the value of these  securities.  There is a greater risk
     that the Fund will lose money due to prepayment and extension risks because
     the Fund invests in mortgage-backed securities.

o    Government risk. It is possible that the U.S.  Government would not provide
     financial  support  to  its  agencies  or  instrumentalities  if it is  not
     required to do so by law. If a U.S. Government agency or instrumentality in
     which the Fund  invests  defaults  and the U.S.  Government  does not stand
     behind the obligation, the Fund's share price or yield could fall.

o    Portfolio  turnover  risk. The Fund's  investment  strategy may result in a
     high portfolio  turnover  rate. A high  portfolio  turnover would result in
     correspondingly greater brokerage commission expenses and may result in the
     distribution to shareholders of additional  capital gains for tax purposes.
     These factors may negatively affect the Fund's performance.

o    The United States  Government's  guarantee of ultimate payment of principal
     and timely payment of interest of the United States  Government  securities
     owned by a Fund does not imply that the Fund's  shares  are  guaranteed  or
     that the price of the Fund's shares will not fluctuate.

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

o    The Fund is not a complete investment program.

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

Is the Fund Right for You?

      The Fund may be a suitable investment for:

o    long term investors seeking a fund with an income and capital  preservation
     strategy

o    investors  seeking to diversify  their  holdings with bonds and other fixed
     income securities

o    investors seeking higher potential returns than a money market fund.

o    investors willing to accept price fluctuations in their investments.

How the Fund Has Performed

      The bar chart below shows the Fund's total  return for the  calendar  year
ended  December  31,  2000.  The  performance  table  below shows how the Fund's
average  annual  total  returns  compare  over  time to those  of a  broad-based
securities  market  index.  Of  course,  the  Fund's  past  performance  is  not
necessarily an indication of its future performance.

(Total Return as of December 31)

      During the  period  shown,  the  highest  return  for a quarter  was 3.54%
(fourth quarter, 2000); and the lowest return was 1.38% (second quarter, 2000).

Average Annual Total Returns for the periods ended 12/31/00:

                            One Year                Since Inception1

The Fund                     9.30%                      8.09%
Lehman Brothers LT
Govt/Credit Index           10.21%                      8.78%

1October 13, 1999.

General

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

      Although  it is not a  principal  strategy,  the Equity Fund may invest in
initial public  offerings  (IPOs).  The risks of investing in IPOs are described
above in connection with the Small Cap Fund

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


<PAGE>


                         FEES AND EXPENSES OF THE FUNDS

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

<TABLE>
<S>                                                     <C>                      <C>                    <C>
                                                                                      Small Cap

Shareholder Fees                                      Equity Fund           Equity Fund         Bond Fund
(fees paid directly from your investment)
Maximum Sales Charge (Load)                           NONE                  NONE                NONE
      Imposed on Purchases

Maximum Deferred Sales Charge (Load)                  NONE                  NONE                NONE
Redemption Fee                                        NONE                  NONE                NONE

                                                                            Small Cap

Annual Fund Operating Expenses                        Equity Fund           Equity Fund         Bond Fund
 (expenses that are deducted from Fund assets)
Management Fee                                        0.60%                  1.00 %             0.40 %
Distribution and/or Service (12b-1) Fees              None                   None               None
Other Expenses                                        1.84%                  0.78%              0.53%
Total Annual Fund Operating Expenses                  2.44%                  1.78%              0.93%
Fee Waiver 1                                          1.54%                  0.53%              0.28%
Net Expenses                                          0.90%                  1.25%              0.65%
</TABLE>

1The Funds'  adviser  has  contractually  agreed to waive fees and/or  reimburse
expenses through December 31, 2001 to maintain "Net Expenses" as follows: Equity
Fund, 0.90 %; Small Cap Equity Fund, 1.25 %; Bond Fund, 0.65%

Example:
-------

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

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

               Equity Fund        Small Cap Equity Fund       Bond Fund

1 Year         $95                $131                        $68

3 Years        $626               $523                        $275

5 Years        $1,183             $939                        $500

10 Years       $2,700             $2,100                      $1,144



<PAGE>


                                HOW TO BUY SHARES

Initial Purchase

      The  minimum  initial  investment  in each  Fund is  $10,000  ($2,000  for
qualified retirement accounts and medical savings accounts.  The minimum initial
investment  in  each  Fund  is  $1,000  for  shareholders  participating  in the
continuing  automatic  investment plan. To the extent  investments of individual
investors are aggregated  into an omnibus  account  established by an investment
adviser, broker or other intermediary, the account minimums apply to the omnibus
account, not to the account of the individual investor.

By Mail

      You may make your initial investment by following these steps:

o    complete and sign the investment  application  form which  accompanies this
     Prospectus;
o    draft a check made payable to the appropriate Fund;
o    mail the application and check to:
<TABLE>
<S>                             <C>                                     <C>
U.S. Mail:        StoneRidge Funds                            Overnight:        StoneRidge Funds
                  c/o Unified Fund Services, Inc.                               c/o Unified Fund Services, Inc.
                  P.O. Box 6110                                                 431 North Pennsylvania Street
                  Indianapolis, Indiana  46206-6110                             Indianapolis, Indiana  46204
</TABLE>

By Wire

      You may also purchase  shares of a Fund by wiring  federal funds from your
bank,  which may  charge  you a fee for doing so. To wire  money,  you must call
Unified Fund Services, Inc., the Funds' transfer agent, at (800) 441-6978 to set
up your  account  and obtain an account  number.  You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:

         Firstar Bank, N.A.
         ABA #0420-0001-3
         Attn: StoneRidge Funds
         D.D.A.#  821 602 935
         Account Name _________________     (write in shareholder name)
         For the Account # ______________   (write in account number)

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

Additional Investments

      You may  purchase  additional  shares  of any Fund  (subject  to a minimum
$1,000) by mail,  wire or automatic  investment.  Each  additional mail purchase
request must contain: o your name o the name of your account(s),  o your account
number(s),  o the name of the Fund o a check made  payable to the Fund Send your
purchase  request to the  address  listed  above.  A bank wire should be sent as
outlined above.

Automatic Investment Plan

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

Tax Sheltered Retirement Plans

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

Other Purchase Information

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

                              HOW TO REDEEM SHARES

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

         By Mail - You may  redeem  any  part  of your  account  in a Fund at no
charge by mail. Your request should be addressed to:
<TABLE>
<S>                     <C>                                                     <C>

U.S. Mail:        StoneRidge Funds                            Overnight:        StoneRidge Funds
                  c/o Unified Fund Services, Inc.                               c/o Unified Fund Services, Inc.
                  P.O. Box 6110                                                 431 North Pennsylvania Street
                  Indianapolis, Indiana  46206-6110                             Indianapolis, Indiana  46204
</TABLE>

      "Proper form" means your request for a redemption must include:

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

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

      By  Telephone  - You may  redeem  any  part of your  account  in a Fund by
calling  the  transfer  agent at (800)  441-6978.  You must first  complete  the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

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

      Additional  Information - If you are not certain of the requirements for a
redemption  please  call  the  transfer  agent at  (800)  441-6978.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary  weekend or holiday closing or under any emergency  circumstances,  as
determined  by the  Securities  and Exchange  Commission,  the Funds may suspend
redemptions or postpone payment dates.

      Because the Funds incur  certain  fixed costs in  maintaining  shareholder
accounts,  each Fund may require you to redeem all of your shares in the Fund on
30 days'  written  notice if the  value of your  shares in the Fund is less than
$10,000  due to  redemption,  or such  other  minimum  amount  as the  Fund  may
determine from time to time. An involuntary  redemption  constitutes a sale. You
should consult your tax adviser  concerning the tax  consequences of involuntary
redemptions.  You may  increase  the  value  of your  shares  in the Fund to the
minimum  amount within the 30 day period.  Your shares are subject to redemption
at any time if the Board of  Trustees  determines  in its sole  discretion  that
failure to so redeem may have materially  adverse  consequences to all or any of
the shareholders of the Funds.

                        DETERMINATION OF NET ASSET VALUE

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

      The Funds'  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued at their fair
value.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

      The  StoneRidge  Equity and Small Cap Equity  Funds  typically  distribute
substantially all of their net investment income in the form of dividends to its
shareholders annually. The StoneRidge Bond Fund typically declares substantially
all of its net investment  income as dividends to its  shareholders on a monthly
basis and pays such dividends monthly.  Each Fund typically  distributes its net
long term capital  gains and its net short term capital  gains  annually.  These
distributions  are  automatically  reinvested in the applicable  Fund unless you
request cash  distributions  on your  application or through a written  request.
Dividends  paid by the Funds may be eligible in part for the dividends  received
deduction for corporations.

Taxes

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

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

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

                             MANAGEMENT OF THE FUNDS

      StoneRidge  Investment Partners,  LLC, 7 Great Valley Parkway,  Suite 290,
Malvern,  PA 19355, serves as investment adviser to the Funds. In this capacity,
StoneRidge  Investment  Partners is  responsible  for the  selection and ongoing
monitoring of the  securities in each Fund's  investment  portfolio and managing
the Funds' business affairs.  StoneRidge Investment Partners,  LLC was formed in
1999.  Each Fund is  authorized  to pay the  adviser an annual  fee as  follows:
Equity Fund, 0.60 %; Small Cap Equity Fund, 1.00 %;Bond Fund, 0.40

      A team of  investment  professionals  is  responsible  for the  day-to-day
management  of the  Equity  Fund and the Small  Cap  Equity  Fund.  This team is
comprised of the following individuals:

     Joseph E. Stocke, CFA Mr. Stocke, a managing director and co-founder of the
adviser,  was Chief Investment Officer and head of equity investment at Meridian
Investment  Company.  Mr. Stocke has over 16 years of investment  experience and
was with Meridian from 1983 to 1999.

Philip H. Brown II, CFA Mr. Brown is a managing  director and  co-founder of the
adviser.  Prior to co-founding the adviser,  Mr. Brown was President of Meridian
Investment Company where, in addition to his  responsibilities as president,  he
had portfolio management and analytical  responsibilities for equity portfolios.
He was with  Meridian  from  1983 to 1999  and has  over 28 years of  investment
experience.

     Lester  Rich,  CFA Mr.  Rich, a managing  director  and  co-founder  of the
adviser,  was an equity portfolio manager at Meridian  Investment  Company.  Mr.
Rich has over 16 years of investment  experience and was with Meridian from 1990
until 1999.

     Daniel H. Cook Mr. Cook, a managing director and co-founder of the adviser,
was an equity portfolio  manager at Meridian  Investment  Company.  Mr. Cook was
with Meridian from 1986 to 1999 and has over 13 years of investment experience.

     David M. Killian Mr. Killian is responsible  for the day-to-day  management
of the Bond Fund.  Prior to joining the adviser in 1999,  he was Vice  President
and fixed  income  portfolio  manager for First Union  National  Bank,  where he
managed nearly $1 billion for individual clients. Mr. Killian joined First Union
in 1993 and has seven years of investment experience.

      During the period October 1, 1999  (commencement  of  operations)  through
August 31, 2000 the StoneRidge  Equity Fund and the StoneRidge  Small Cap Equity
Fund  paid the  adviser a fee  equal to .55% and .92% of its  average  daily net
assets,  respectively.  During the period  October  13,  1999  (commencement  of
operations)  through August 31, 2000 the StoneRidge Bond Fund paid the adviser a
fee equal to .35% of its average daily net assets.


<PAGE>


                              FINANCIAL HIGHLIGHTS

      The following  table is intended to help you better  understand the Funds'
financial  performance  since their  inceptions.  Certain  information  reflects
financial  results for a single Fund share. The total returns represent the rate
you  would  have  earned  (or lost) on an  investment  in the  applicable  Fund,
assuming  reinvestment of all dividends and distributions.  This information has
been audited by McCurdy & Associates CPA's,  Inc., whose report,  along with the
Funds' financial statements,  are included in the Funds' annual report, which is
available upon request.

StoneRidge Bond Fund

For the period October 13, 1999 (commencement of operations)
through August 31, 2000

Selected Per Share Data

Net asset value, beginning of period                      $   10.00
                                                 -------------------
Income from investment operations
   Net investment income

                                                               0.52

   Net realized and unrealized loss
                                                             (0.02)

                                                 -------------------
Total from investment operations
                                                               0.50

                                                 -------------------
Less distributions
   From net investment income

                                                             (0.52)

   From net realized gain                                      0.00
                                                 -------------------
   Total distributions

                                                             (0.52)

                                                 -------------------
Net asset value, end of period                            $    9.98
                                                 ===================

Total Return                                                  5.21% (a)

Ratios and Supplemental Data
<TABLE>
<S>                                                                                     <C>
Net assets, end of period (000)                                                      $18,852
Ratio of expenses to average net assets                                               0.65% (b)
Ratio of expenses to average net assets before waivers and reimbursements             0.93% (b)
Ratio of net investment income to average net assets                                  5.88% (b)
Ratio of net investment income to average
   net assets before waivers and reimbursements                                       5.59% (b)
Portfolio turnover rate                                                             156.53% (b)

</TABLE>
(a)  For a period of less than a full year, the total return is not annualized.
(b)  Annualized


<PAGE>



StoneRidge Equity Fund

For the period October 1, 1999 (commencement of operations)
through August 31, 2000

Selected Per Share Data

Net asset value, beginning of period                               $   10.00
                                                         --------------------
Income from investment operations
   Net investment income                                                0.03
   Net realized and unrealized gain                                     3.66
                                                         --------------------
Total from investment operations                                        3.69
                                                         --------------------
Less Distributions

   From net investment income                                         (0.01)
   From net realized gain                                               0.00
                                                         --------------------
Total distributions                                                   (0.01)
                                                         --------------------

Net asset value, end of period                                     $   13.68
                                                         ====================

Total Return                                                          36.93% (a)

Ratios and Supplemental Data
<TABLE>
<S>                                                                                     <C>
Net assets, end of period (000)                                                        $5,813
Ratio of expenses to average net assets                                                0.90% (b)
Ratio of expenses to average net assets before waivers and reimbursements              2.44% (b)
Ratio of net investment income to average net assets                                   0.26% (b)
Ratio of net investment income to average
   net assets before waivers and reimbursements                                      (1.28)% (b)
Portfolio turnover rate                                                              139.22% (b)

(a)  For a period of less than a full year, the total return is not annualized.
(b)  Annualized

</TABLE>

<PAGE>



StoneRidge Small Cap Equity Fund

For the period October 1, 1999 (commencement of operations)
through August 31, 2000

Selected Per Share Data

Net asset value, beginning of period                          $   10.00
                                                    --------------------
Income from investment operations
   Net investment income (loss)                                  (0.09)
   Net realized and unrealized gain
                                                                   7.24

                                                    --------------------
Total from investment operations
                                                                   7.15

                                                    --------------------
Less Distributions

   From net investment income                                    (0.01)
   From net realized gain                                        (0.13)
                                                    --------------------
Total Distributions                                              (0.14)
                                                    --------------------


Net asset value, end of period                                $   17.01
                                                    ====================

Total Return                                                     71.94% (a)

Ratios and Supplemental Data
<TABLE>
<S>                                                                                     <C>

Net assets, end of period (000)                                                        $19,047
Ratio of expenses to average net assets                                                  1.25% (b)
Ratio of expenses to average net assets before waivers and reimbursements                1.78% (b)
Ratio of net investment income to average net assets                                   (0.70)% (b)
Ratio of net investment income to average
   net assets before waivers and reimbursements                                        (1.23)% (b)
Portfolio turnover rate                                                                253.91% (b)
</TABLE>

(a)  For a period of less than a full year, the total return is not annualized.
(b)  Annualized


<PAGE>


                              For More Information

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

      Call the Funds at (800) 441-6978 to request free copies of the SAI and the
Funds' annual and semi-annual  reports,  to request other  information about the
Funds and to make shareholder inquiries.

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

Investment Company Act #811-09541

<PAGE>


                            AmeriPrime Advisors Trust

                             StoneRidge Equity Fund

                        StoneRidge Small Cap Equity Fund

                              StoneRidge Bond Fund

                       STATEMENT OF ADDITIONAL INFORMATION

                                 January 1, 2001

      This Statement of Additional Information is not a prospectus. It should be
read in  conjunction  with the  Prospectus  of AmeriPrime  Advisors  Trust dated
January 1, 2001.  A free copy of the  Prospectus  can be obtained by writing the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis,  Indiana 46204 or
by calling 1-800-441-6978.

TABLE OF CONTENTS                                                           PAGE

DESCRIPTION OF THE TRUST AND THE FUND..........................................2
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
 CONSIDERATIONS................................................................3

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

THE INVESTMENT ADVISER........................................................10

TRUSTEES AND OFFICERS.........................................................12

PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................13

DETERMINATION OF SHARE PRICE..................................................14

INVESTMENT PERFORMANCE........................................................15

CUSTODIAN.....................................................................17

FUND SERVICES.................................................................17

ACCOUNTANTS...................................................................18

DISTRIBUTOR...................................................................18

FINANCIAL STATEMENTS..........................................................18



<PAGE>



DESCRIPTION OF THE TRUST AND THE FUND

      The  StoneRidge  Equity  Fund,   StoneRidge  Small  Cap  Equity  Fund  and
StoneRidge Bond Fund (each a "Fund" or collectively, the "Funds") were organized
as  diversified  series of AmeriPrime  Advisors Trust (the "Trust") on August 3,
1999. The Trust is an open-end  investment company established under the laws of
Ohio by an Agreement and  Declaration  of Trust dated August 3, 1999 (the "Trust
Agreement").  The Trust  Agreement  permits the  Trustees to issue an  unlimited
number of shares of beneficial  interest of separate  series  without par value.
Each Fund is one of a series of funds currently authorized by the Trustees.  The
investment  adviser to each Fund is  StoneRidge  Investment  Partners,  LLC (the
"Adviser").  The StoneRidge Equity Fund and the StoneRidge Small Cap Equity Fund
commenced  operations on October 1, 1999.  The  StoneRidge  Bond Fund  commenced
operations on October 13, 1999.

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

      Prior to the public offering of the Funds,  Highcrest  Partners,  L.P. (an
affiliate of the Funds'  adviser),  3421 Saint Davids Road,  Newtown Square,  PA
19073,  purchased all of the outstanding shares of the Equity fund and the Small
Cap Equity Fund and may be deemed to control  those  Funds.  As the  controlling
shareholder,  Highcrest  Partners,  LP would control the outcome of any proposal
submitted  to the  shareholders  for  approval,  including  changes  to a Fund's
fundamental  policies or the terms of the management agreement with the adviser.
After the public offering commences,  it is anticipated that Highcrest Partners,
LP will no longer control the Funds.

      As  of  December  7,  2000,  the  following   persons  may  be  deemed  to
beneficially  own  five  percent  (5%) or more of the  StoneRidge  Equity  Fund:
Security Trust Company  Custodian FBO Sheet Metal Workers  Annuity Fund of Local
Union #19 - Core Fund, 2390 East Camelback Road, #240, Phoenix,  Arizona 85016 -
73.40%; Philip H. Brown, 101 Grandview Road,  Springfield,  Pennsylvania 19064 -
7.27% ; and StoneRidge Investment Partners , LLC, 7 Great Valley Parkway,  #290,
Malvern, Pennsylvania 19355 - 6.34%.

      As of December 7, 2000,  StoneRidge  Equity Fund:  Security  Trust Company
Custodian  FBO Sheet Metal  Workers  Annuity Fund of Local Union #19 - Core Fund
may be  deemed  to  control  the  StoneRidge  Equity  Fund  as a  result  of its
beneficial ownership of the shares of the Fund. As a controlling shareholder, it
would  control the outcome of any  proposal  submitted to the  shareholders  for
approval,  including changes to the Fund's fundamental  policies or the terms of
the management agreement with the Fund's adviser.

      As of December 7, 2000,  the officers and trustees of the Trust as a group
may be deemed to beneficially own less than 1% of the StoneRidge Equity Fund.

      As  of  December  7,  2000,  the  following   persons  may  be  deemed  to
beneficially  own five percent (5%) or more of the  StoneRidge  Small Cap Equity
Fund:  Charles Schwab & Co., 101 Montgomery  Street,  San Francisco,  California
94104 -  46.69%;  First  Union  National  Bank  TTEE FBO  Newspaper  &  Magazine
Employee, 1525 West Harris Boulevard,  Charlotte, North Carolina - 22.17%; Saint
Vincent's  Medical  Center  Foundation,  Inc.,  2800  Main  Street,  Bridgeport,
Connecticut 06606 - 10.95%;  and Joseph E. Stocke,  1086 West King Road, #F-213,
Malvern, Pennsylvania 19355 - 6.30%.

      As of December 7, 2000,  Charles Schwab & Co. may be deemed to control the
StoneRidge Small Cap Equity Fund as a result of its beneficial  ownership of the
shares of the Fund. As a controlling  shareholder,  it would control the outcome
of any proposal submitted to the shareholders for approval, including changes to
the Fund's  fundamental  policies or the terms of the management  agreement with
the Fund's adviser.

      As of December 7, 2000,  the officers and trustees of the Trust as a group
may be  deemed to  beneficially  own less  than 1% of the  StoneRidge  Small Cap
Equity Fund.

      As  of  December  7,  2000,  the  following   persons  may  be  deemed  to
beneficially own five percent (5%) or more of the StoneRidge Bond Fund: Security
Trust Company  Custodian FBO Sheet Metal Workers Annuity Fund of Local Union #19
-Core Fund, 2390 East Camelback Road, #240, Phoenix, Arizona 85016 - 99.57%.

      As of December 7, 2000,  Security Trust Company  Custodian FBO Sheet Metal
Workers  Annuity Fund of Local Union #19 -Core Fund may be deemed to control the
StoneRidge  Bond Fund as a result of its  beneficial  ownership of the shares of
the Fund.  As a  controlling  shareholder,  it would  control the outcome of any
proposal  submitted to the shareholders for approval,  including  changes to the
Fund's  fundamental  policies or the terms of the management  agreement with the
Fund's adviser.

      As of December 7, 2000,  the officers and trustees of the Trust as a group
may be deemed to beneficially own less than 1% of the StoneRidge Bond Fund.

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

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

      B.  Corporate  Debt  Securities.  Each Fund may invest in  corporate  debt
securities.  These are bonds or notes issued by corporations  and other business
organizations,  including  business  trusts,  in order to finance  their  credit
needs.  Corporate debt  securities  include  commercial  paper which consists of
short term (usually from one to two hundred seventy days)  unsecured  promissory
notes issued by corporations in order to finance their current  operations.  The
Adviser considers corporate debt securities to be of investment grade quality if
they are rated BBB or higher by Standard & Poor's  Corporation  ("S&P"),  Baa or
higher  by  Moody's  Investors  Services,  Inc.  ("Moody's"),   or  if  unrated,
determined by the Adviser to be of  comparable  quality.  Investment  grade debt
securities  generally  have  adequate  to strong  protection  of  principal  and
interest payments. In the lower end of this category, credit quality may be more
susceptible to potential future changes in circumstances and the securities have
speculative  elements.  The Equity  Fund and the Small Cap Equity  Fund will not
invest in securities rated below  investment  grade. If the rating of a security
by S&P or Moody's drops below investment  grade, the Adviser will dispose of the
security as soon as  practicable  (depending  on market  conditions)  unless the
Adviser  determines based on its own credit analysis that the security  provides
the opportunity of meeting the Fund's  objective  without  presenting  excessive
risk.  The Bond Fund will not invest more than 5% of the value of its net assets
in securities that are below  investment  grade. If, as a result of a downgrade,
the Fund holds more than 5% of the value of its net assets in  securities  rated
below  investment  grade,  the Fund will take action to reduce the value of such
securities below 5%.

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

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

      The Adviser  considers  municipal  securities  to be of  investment  grade
quality if they are rated BBB or higher by S&P, Baa or higher by Moody's,  or if
unrated, determined by the Adviser to be of comparable quality. Investment grade
debt  securities  generally have adequate to strong  protection of principal and
interest payments. In the lower end of this category, credit quality may be more
susceptible to potential future changes in circumstances and the securities have
speculative  elements.  The Equity  Fund and the Small Cap Equity  Fund will not
invest in securities rated below  investment  grade. If the rating of a security
by S&P or Moody's drops below investment  grade, the Adviser will dispose of the
security as soon as  practicable  (depending  on market  conditions)  unless the
Adviser  determines based on its own credit analysis that the security  provides
the opportunity of meeting the Fund's  objective  without  presenting  excessive
risk.  The Bond Fund will not will  invest  more than 5% of the value of its net
assets in  securities  that are  below  investment  grade.  If, as a result of a
downgrade,  the  Fund  holds  more  than 5% of the  value of its net  assets  in
securities rated below investment grade, the Fund will take action to reduce the
value of such securities below 5%.

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

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

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

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

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

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

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

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

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

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

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

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

      K.  Foreign  Securities.  The Equity  Fund and Small Cap  Equity  Fund may
invest in foreign equity securities through the purchase of American  Depositary
Receipts. American Depositary Receipts are certificates of ownership issued by a
U.S. bank as a convenience  to the  investors in lieu of the  underlying  shares
which it holds in  custody.  The Bond  Fund may  invest  in  dollar  denominated
foreign fixed-income securities issued by foreign companies, foreign governments
or international organizations and determined by the Adviser to be comparable in
quality  to  investment  grade  domestic  securities.  No Fund will  invest in a
foreign  security  if,  immediately  after a  purchase  and as a  result  of the
purchase,  the total value of foreign  securities owned by the Fund would exceed
10% of the value of the total assets of the Fund. To the extent that a Fund does
invest in foreign securities,  such investments may be subject to special risks,
such as changes in restrictions on foreign  currency  transactions  and rates of
exchange,  and changes in the  administrations or economic and monetary policies
of foreign governments.

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

INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     4.  Options.  The Funds will not purchase or sell puts,  calls,  options or
straddles.

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

THE INVESTMENT ADVISER

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

      Under the terms of the management agreement (the "Agreement"), the Adviser
manages each Fund's investments subject to approval of the Board of Trustees. As
compensation  for its  management  services,  each Fund is  obligated to pay the
Adviser a fee (based on average daily net assets) computed and accrued daily and
paid monthly at the  following  annual  rates:  StoneRidge  Equity Fund,  0.60%;
StoneRidge  Small Cap Equity  Fund,  1.00%;  StoneRidge  Bond Fund,  0.40%.  The
Adviser has contractually agreed to waive fees and/or reimburse expenses through
December 31, 2001 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 August 31, 2000, the
StoneRidge  Equity Fund paid  advisory  fees of $27,017 to the Advisor.  For the
period October 1, 1999 (commencement of operations) through August 31, 2000, the
StoneRidge  Small Cap Equity Fund paid advisory fees of $122,345 to the Advisor.
For the period October 13, 1999 (commencement of operations)  through August 31,
2000, the StoneRidge Bond Fund paid advisory fees of $69,831 to the Advisor.

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

         The Adviser may make payments to banks or other financial  institutions
that provide shareholder services and administer shareholder accounts. Banks may
charge their customers fees for offering these services to the extent  permitted
by  applicable  regulatory   authorities,   and  the  overall  return  to  those
shareholders  availing  themselves  of the bank  services  will be lower than to
those  shareholders  who do not.  The  Funds  may  from  time  to time  purchase
securities  issued by banks which provide such services;  however,  in selecting
investments for the Fund, no preference will be shown for such securities.


<PAGE>



TRUSTEES AND OFFICERS

      The Board of Trustees supervises the business activities of the Trust. The
names of the Trustees and executive  officers of the Trust are shown below. Each
Trustee who is an "interested person" of the Trust, as defined in the Investment
Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S>                      <C>                            <C>               <C>

==================================== ================ ======================================================================
Name, Age and Address                Position                        Principal Occupations During Past 5 Years
------------------------------------ ---------------- ----------------------------------------------------------------------
*Kenneth D. Trumpfheller             President,       Managing Director of Unified Fund Services, Inc., the Fund's
1793 Kingswood Drive                 Secretary and    transfer agent, fund accountant and administrator, since October
Suite 200                            Trustee          2000.  President, Treasurer and Secretary of AmeriPrime Financial
Southlake, Texas  76092                               Services, Inc., a fund administrator, (which merged with Unified
Year of Birth:  1958                                  Fund Services, Inc.) from 1994 through October 2000.  President,
                                                      Treasurer and Secretary of AmeriPrime       Financial
                                                      Securities,    Inc.,   the Fund's  distributor,  from
                                                      1994   through    November 2000;     President    and
                                                      Trustee   of    AmeriPrime Advisors     Trust     and
                                                      AmeriPrime  Insurance Trust.

------------------------------------ ---------------- ----------------------------------------------------------------------
*Robert A. Chopyak                   Treasurer and    Assistant Vice-President of Financial Administration of Unified Fund
------------------------------------ ---------------- ----------------------------------------------------------------------
Mark W. Muller                       Trustee          Account Manager for Clarion Technologies, a manufacturer of
------------------------------------ ---------------- ----------------------------------------------------------------------
Richard J. Wright, Jr.               Trustee          Various positions with Texas Instruments, a technology company,
8505 Forest Lane                                      since 1995, including the following: Program Manager for
MS 8672                                               Semi-Conductor Business Opportunity Management System, 1998 to
Dallas, Texas 75243                                   present; Development Manager for web-based interface, 1999 to
Year of Birth:  1962                                  present; Systems Manager for Semi-Conductor Business Opportunity
                                                      Management System, 1997 to 1998;  Development Manager
                                                      for  Acquisition  Manager, 1996-1997;      Operations
                                                      Manager  for   Procurement Systems, 1994-1997.

==================================== ================ ======================================================================
</TABLE>



<PAGE>



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

================================ ======================= =======================
                                 Aggregate              Total Compensation
                                 Compensationfrom Trust (the Trust is
Name                             from Trust              not in a Fund Complex)
-------------------------------- ----------------------- -----------------------
Kenneth D. Trumpfheller                  0                           0
-------------------------------- ----------------------- -----------------------
Mark W. Muller                        $5,625                      $5,625
-------------------------------- ----------------------- -----------------------
Richard J. Wright                     $5,625                      $5,625
================================ ======================= =======================

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

      Research services include supplemental  research,  securities and economic
analyses,  statistical services and information with respect to the availability
of securities  or  purchasers  or sellers of securities  and analyses of reports
concerning  performance of accounts. The research services and other information
furnished by brokers through whom the Funds effect  securities  transactions may
also  be  used by the  Adviser  in  servicing  all of its  accounts.  Similarly,
research and  information  provided by brokers or dealers  serving other clients
may be useful to the  Adviser  in  connection  with its  services  to the Funds.
Although research services and other information are useful to the Funds and the
Adviser,  it is not  possible to place a dollar  value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other  information will not reduce
the overall cost to the Adviser of performing  its duties to the Funds under the
Agreement.  Due to research services provided by brokers:  the StoneRidge Equity
Fund  directed  to  brokers  $17,784,580  of  brokerage  transactions  (on which
commissions  were $19,143)  during the period October 1, 1999  (commencement  of
operations)  through  August 31,  2000;  the  StoneRidge  Small Cap Equity  Fund
directed to brokers $62,231,972 of brokerage  transactions (on which commissions
were $210,566)  during the period October 1, 1999  (commencement  of operations)
through  August 31,  2000;  and the  StoneRidge  Bond Fund  directed  to brokers
$11,219,000 of brokerage  transactions (on which commissions were $3,726) during
the period  October 13, 1999  (commencement  of  operations)  through August 31,
2000.

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

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

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

      For the  period  October 1, 1999  (commencement  of  operations  ) through
August 31,  2000,  the  StoneRidge  Equity Fund paid  brokerage  commissions  of
$16,476.  For the period October 1, 1999  (commencement  of operations ) through
August 31, 2000, the StoneRidge Small Cap Equity Fund paid brokerage commissions
of $75,672.  For the period  October  13, 1999  (commencement  of  operations  )
through August 31, 2000, the StoneRidge Bond Fund paid brokerage  commissions of
$0.

      The Trust, the Advisor and the Funds' distributor have each adopted a Code
of Ethics (the "Code") under Rule 17j-1 of the  Investment  Company Act of 1940.
The  personnel  subject  to the Code are  permitted  to  invest  in  securities,
including securities that may be purchased or held by the Fund. You may obtain a
copy of the Code from the Securities and Exchange Commission.

DETERMINATION OF SHARE PRICE

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

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

      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.  If the  Advisor  decides  that a price
provided  by the pricing  service  does not  accurately  reflect the fair market
value of the  securities,  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.  Short term
investments in fixed income securities with maturities of less than 60 days when
acquired,  or which  subsequently are within 60 days of maturity,  are valued by
using the  amortized  cost method of valuation,  which the Board has  determined
will represent fair value.

INVESTMENT PERFORMANCE

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

                                         P(1+T)n=ERV

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

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

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

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

      Solely for the purpose of computing yield,  dividend income  recognized by
accruing  1/360 of the stated  dividend  rate of the security  each day that the
Fund owns the  security.  Generally,  interest  earned  (for the  purpose of "a"
above) on debt  obligations is computed by reference to the yield to maturity of
each  obligation  held based on the market  value of the  obligation  (including
actual accrued interest) at the close of business on the last business day prior
to the start of the  30-day  (or one  month)  period  for  which  yield is being
calculated,  or, with respect to  obligations  purchased  during the month,  the
purchase price (plus actual accrued interest).  With respect to the treatment of
discount and premium on mortgage or other  receivable-backed  obligations  which
are expected to be subject to monthly  paydowns of principal and interest,  gain
or loss  attributable to actual monthly paydowns is accounted for as an increase
or decrease to interest  income during the period and discount or premium on the
remaining  security is not amortized.  The StoneRidge  Bond Fund's yield for the
one month period ended August 31, 2000 was 6.80%.

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

      Each  Fund's  investment  performance  will  vary  depending  upon  market
conditions,  the composition of that Fund's portfolio and operating  expenses of
that Fund.  These  factors  and  possible  differences  in the  methods and time
periods used in calculating  non-standardized  investment  performance should be
considered when comparing each Fund's  performance to those of other  investment
companies  or  investment  vehicles.  The  risks  associated  with  each  Fund's
investment objective,  policies and techniques should also be considered. At any
time in the  future,  investment  performance  may be higher or lower  than past
performance,  and there can be no assurance that any performance  will continue.
For the period October 1, 1999  (commencement of operations)  through August 31,
2000, the StoneRidge  Equity Fund's average annual total return was 36.93%.  For
the period October 1, 1999 (commencement of operations) through August 31, 2000,
the  StoneRidge  Small Cap Equity Fund's average annual total return was 71.94%.
For the period October 13, 1999 (commencement of operations)  through August 31,
2000, the StoneRidge Bond Fund's average annual total return was 5.21%.

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

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

CUSTODIAN

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

FUND SERVICES

      Unified Fund Services,  Inc.  ("Unified"),  431 North Pennsylvania Street,
Indianapolis,  Indiana  46204,  acts as the Funds'  transfer  agent and, in such
capacity,   maintains  the  records  of  each  shareholder's  account,   answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of the Funds' shares,  acts as dividend and distribution  disbursing
agent and performs  other  transfer  agent and  shareholder  service  functions.
Unified  receives  a  monthly  fee from the  Advisor  of $1.20  per  shareholder
(subject to a minimum  monthly fee of $900 per Fund) for these  transfer  agency
services.

      In addition,  Unified  provides the Funds with fund  accounting  services,
which   includes   certain   monthly   reports,    record-keeping    and   other
management-related  services.  For  its  services  as fund  accountant,  Unified
receives an annual fee from the Advisor  equal to 0.0275% of each Fund's  assets
up to $100  million,  0.0250% of each Fund's  assets  from $100  million to $300
million, and 0.0200% of each Fund's assets over $300 million (subject to various
monthly  minimum  fees,  the maximum being $2,100 per month for assets of $20 to
$100  million).  For the period  October 1, 1999  (commencement  of  operations)
through August 31, 2000,  Unified received $11,700 from the Advisor on behalf of
the StoneRidge Equity Fund for these accounting services. For the period October
1, 1999  (commencement of operations)  through August 31, 2000, Unified received
$16,500 from the Advisor on behalf of the  StoneRidge  Small Cap Equity Fund for
these  accounting  services.  For the period October 13, 1999  (commencement  of
operations)  through August 31, 2000,  Unified received $19,944 from the Advisor
on behalf of the StoneRidge Bond Fund for these accounting services.

      Unified also provides the Funds with  administrative  services,  including
all  regulatory   reporting  and  necessary  office  equipment,   personnel  and
facilities.  Unified  receives a monthly fee from the Advisor equal to an annual
rate of 0.10% of each Fund's  assets  under $50  million,  0.075% of each Fund's
assets from $50 million to $100  million,  and 0.050% of each Fund's assets over
$100  million  (subject to a minimum  fee of $2,500 per  month).  For the period
October 1, 1999  (commencement of operations)  through August 31, 2000,  Unified
received  $27,500 from the Adviser on behalf of the  StoneRidge  Equity Fund for
these administrative  services.  For the period October 1, 1999 (commencement of
operations)  through August 31, 2000,  Unified received $27,500 from the Adviser
on  behalf of the  StoneRidge  Small Cap  Equity  Fund for these  administrative
services.  For the period October 13, 1999 (commencement of operations)  through
August 31,  2000,  Unified  received  $27,500  from the Adviser on behalf of the
StoneRidge Bond Fund for these administrative services.

ACCOUNTANTS

      The  firm of  McCurdy  &  Associates  CPA's,  Inc.,  27955  Clemens  Road,
Westlake,  Ohio 44145, has been selected as independent  public  accountants for
the Trust for the fiscal  year  ending  August 31,  2001.  McCurdy &  Associates
performs  an  annual  audit of the  Funds'  financial  statements  and  provides
financial, tax and accounting consulting services as requested.

DISTRIBUTOR

     Unified  Financial   Securities,   Inc.,  431  North  Pennsylvania  Street,
Indianapolis,  Indiana 46204,  (the  "Distributor"),  is the exclusive agent for
distribution  of shares of the Funds.  Kenneth D.  Trumpfheller,  a Trustee  and
officer of the Trust, may be deemed to be an affiliate of the  Distributor.  The
Distributor is obligated to sell the shares of the Funds on a best efforts basis
only against purchase orders for the shares.  Shares of the Funds are offered to
the public on a continuous  basis. The Distributor and Unified are controlled by
Unified Financial Services, Inc.

FINANCIAL STATEMENTS

      The financial  statements and independent  auditors' report required to be
included in the Statement of Additional  Information are hereby  incorporated by
reference to the Funds' Annual Report to the  shareholders  for the period ended
August 31, 2000.  The Trust will  provide the Annual  Report  without  charge by
calling the Fund at (800) 441-6978.

<PAGE>


                           Monteagle Fixed Income Fund

                        Prospectus dated January 1, 2001

                         209 10th Ave. South, Suite 332
                           Nashville, Tennessee 37203

                                 (800) 459-9084

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



<PAGE>



                                TABLE OF CONTENTS

                        .                                                   PAGE

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

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS ...........................................................

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



<PAGE>


                               RISK/RETURN SUMMARY

Investment Objective

      The  investment  objective  of the  Monteagle  Fixed  Income Fund is total
return.

Principal Strategies

      The Fund invests  primarily in investment  grade  intermediate  term fixed
income  securities,  generally rated Baa or higher by Moody's Investors Service,
Inc. or BBB or higher by Standard and Poor's Corporation  ("S&P").  The Fund may
invest  in fixed  income  securities  that are  unrated  if the  Fund's  adviser
determines that they are of comparable  quality to securities  rated  investment
grade.  Under  normal  circumstances,  the Fund will  invest at least 65% of its
assets  in  fixed  income  securities,  including  U.S.  Government  securities,
securities issued by agencies of the U.S Government, taxable municipal bonds and
corporate debt securities.

      The Fund seeks to achieve its  objective of total return  through  capital
appreciation  on the  bonds  and  other  securities  held  and  income  on those
securities  held.  The adviser will actively  manage the portfolio and, based on
its  assessment  of market  conditions,  either  lengthen or shorten the average
maturity of the portfolio and/or switch between bonds of different sectors, with
the view of maximizing the total return for the types of obligations  purchased.
The Fund may achieve  capital  appreciation  by owning bonds of longer  duration
when interest rates are declining, protecting against large depreciation, and by
owning bonds of shorter  duration when interest  rates are rising.  In addition,
the Fund may achieve capital appreciation if the credit quality of corporate and
municipal  bonds improve and there is a rating  upgrade.  For this purpose,  the
adviser  will  use  its  proprietary  "Bond  Market  Watch"  model  to  evaluate
macroeconomic  indicators  and based on this  evaluation,  attempt to anticipate
interest rate changes.  The Fund's adviser seeks to reduce interest rate risk by
maintaining  an average  maturity  of the bonds and notes (on a dollar  weighted
basis) of between three and eight years.

      The Fund may sell a security if, in the adviser's opinion:

o    an interest  rate change is expected to occur and the Fund's  adviser seeks
     to lengthen or shorten the duration of
     the Fund

o    a sector of the market has become less attractive for total return compared
     to another sector

o    a security receives a rating downgrade which could increase credit risk and
     negatively impact the market value of the security

o    a security  receives a rating  upgrade that  positively  impacts the market
     value  of the  security  and the  Fund's  adviser  wishes  to  capture  the
     appreciation

Principal Risks of Investing in the Funds

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

o    Interest Rate Risk. The value of your investment may decrease when interest
     rates rise. To the extent the Fund invests in fixed income  securities with
     longer  maturities,  the Fund will be more  greatly  affected by changes in
     interest  rates,  and will be more  volatile,  than a fund that  invests in
     securities with shorter maturities.

o    Duration  Risk.  Prices of fixed income  securities  with longer  effective
     maturities  are more  sensitive  to interest  rate  changes than those with
     shorter effective maturities.

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

o    Government Risk. It is possible that the U.S.  Government would not provide
     financial support to its agencies if it is not required to do so by law. If
     a U.S.  Government  agency in which the Fund invests  defaults and the U.S.
     Government does not stand behind the obligation,  the Fund's share price or
     yield could fall.

o    The U. S.  Government's  guarantee  of ultimate  payment of  principal  and
     timely payment of interest on the U. S. Government  securities owned by the
     Fund does not imply that the Fund's shares are guaranteed or that the price
     of the Fund's shares will not fluctuate.

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

o    The Fund has limited  operating  history and neither the Fund's  investment
     manager nor the Fund's adviser has prior experience  managing the assets of
     a mutual fund.

o    The Fund is not a complete investment program.

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

Is the Fund Right for You?

      The Fund may be a suitable investment for:

o    long term investors seeking a fund with an income and capital  appreciation
     strategy

o    investors  seeking to diversify  their  holdings with bonds and other fixed
     income securities

o    investors seeking higher potential returns than a money market fund

o    investors willing to accept price fluctuations in their investments

General

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

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

How the Fund has Performed

         The bar chart below shows the Fund's total return for the calendar year
ended  December  31,  2000.  The  performance  table  below shows how the Fund's
average  annual  total  returns  compare  over  time to those  of a  broad-based
securities  market  index.  Of  course,  the  Fund's  past  performance  is  not
necessarily an indication of its future performance.

(Total Return as of December 31)



      During the  period  shown,  the  highest  return  for a quarter  was 4.99%
(fourth quarter, 2000); and the lowest return was 1.29% (second quarter, 2000).

Average Annual Total Returns for the periods ended 12/31/2000:

                                    One Year                   Since Inception1

The Fund                            11.31%                     10.64%
Lehman Brothers LT
Govt/Credit Index                   10.21%                     10.08%

1December 20, 1999.


                          FEES AND EXPENSES OF THE FUND

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

                                  Fixed Income

Shareholder Fees                                               Fund
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases               NONE
Maximum Deferred Sales Charge (Load)                           NONE
Redemption Fee                                                 NONE

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fee                                                 1.15%
Distribution and/or Service (12b-1) Fees                       NONE
Other Expenses                                                 0.00%
Total Annual Fund Operating Expenses                           1.15%

Example:

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

           1 Year           3 Years         5 Years          10 Years

           $121             $376              $651              $1436

                                HOW TO BUY SHARES

Initial Purchase

      The  minimum  initial  investment  in the  Fund  is  $25,000  ($1,500  for
qualified retirement accounts and medical savings accounts).  Investors choosing
to purchase or redeem their shares through a broker/dealer or other  institution
may  be  charged  a fee  by  that  institution.  To the  extent  investments  of
individual  investors are aggregated into an omnibus  account  established by an
investment adviser, broker or other intermediary,  the account minimums apply to
the omnibus account, not to the account of the individual investor.

      By  Mail - To be in  proper  form,  your  initial  purchase  request  must
include:

o    a completed and signed investment  application form (which accompanies this
     Prospectus);

o    a check made payable to the Fund;
      Mail the application and check to:
<TABLE>
<S>                              <C>                                            <C>

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

</TABLE>
      By Wire

      You may also purchase shares of the Fund by wiring federal funds from your
bank,  which may  charge  you a fee for doing so. To wire  money,  you must call
Unified Fund Services, Inc., the Fund's transfer agent, at (800) 459-9084 to set
up your  account  and obtain an account  number.  You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:

         Firstar Bank, N.A.
         ABA #0420-0001-3
         Attn: Monteagle Fixed Income Fund

         D.D.A.# 821637709
         Fund Name ____________________     (write in fund name)
         Account Name _________________     (write in shareholder name)
         For the Account # _______________  (write in account number)

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

Additional Investments

      You may purchase additional shares of the Fund (subject to a $500 minimum)
by mail, wire or automatic  investment.  Each  additional mail purchase  request
must contain:

o        your name
o        the name of your account(s),
o        your account number(s),
o        the name of the Fund
o        a check made payable to the Fund

Send your purchase  request to the address  listed above.  A bank wire should be
sent as outlined above.

Automatic Investment Plan

      You may make regular investments in the Fund with an Automatic  Investment
Plan by  completing  the  appropriate  section of the  account  application  and
attaching a voided  personal  check.  Investments  may be made  monthly to allow
dollar-cost  averaging by  automatically  deducting  $250 or more from your bank
checking  account.  You may change the amount of your  monthly  purchase  at any
time.

Tax Sheltered Retirement Plans

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

How to Exchange Shares

      As a shareholder in the Fund, you may exchange shares valued at $25,000 or
more for shares of any other  Monteagle Fund. You may call the transfer agent at
(800)  459-9084 to  exchange  shares.  An  exchange  may also be made by written
request  signed by all  registered  owners of the account  mailed to the address
listed above.  Requests for exchanges  received prior to close of trading on the
New York Stock Exchange  (4:00 p.m.  Eastern Time) will be processed at the next
determined net asset value (NAV) as of the close of business on the same day.

      An exchange is made by selling  shares of one Fund and using the  proceeds
to buy  shares  of  another  Fund,  with the NAV for the  sale and the  purchase
calculated on the same day. An exchange  results in a sale of shares for federal
income tax purposes. If you make use of the exchange privilege,  you may realize
either a long term or short term capital gain or loss on the shares sold.

      Before making an exchange, you should consider the investment objective of
the Fund to be  purchased.  If your  exchange  creates a new  account,  you must
satisfy the  requirements of the Fund in which shares are being  purchased.  You
may make an  exchange  to a new account or an  existing  account;  however,  the
account ownership must be identical.  Exchanges may be made only in states where
an exchange  may legally be made.  The Funds  reserve the right to  terminate or
modify the exchange privilege at any time.

Other Purchase Information

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

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

                              HOW TO REDEEM SHARES

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

By Mail - You may  redeem  any part of your  account in the Fund at no charge by
mail. Your request should be addressed to:
<TABLE>
<S>                             <C>                                             <C>
U.S. Mail:      Monteagle Fixed Income Fund                     Overnight:       Monteagle Fixed Income Fund
                c/o Unified Fund Services, Inc.                                  c/o Unified Fund Services, Inc.
                P.O. Box 6110                                                    431 North Pennsylvania Street
                Indianapolis, Indiana  46206-6110                                Indianapolis, Indiana  46204
</TABLE>

      Proper form means your request for a redemption must include:

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

      Requests  to sell  shares  are  processed  at the  net  asset  value  next
calculated  after we receive  your order in proper  form.  To be in proper form,
your  request  must be  signed by all  registered  share  owner(s)  in the exact
name(s) and any  special  capacity  in which they are  registered.  The Fund may
require that  signatures  be  guaranteed  by a bank or member firm of a national
securities   exchange.   Signature   guarantees   are  for  the   protection  of
shareholders.  At the discretion of the Fund or Unified Fund Services, Inc., you
may  be  required  to  furnish  additional  legal  documents  to  insure  proper
authorization.

     By  Telephone  - You may  redeem  any part of your  account  in the Fund by
calling  the  transfer  agent at (800)  459-9084.  You must first  complete  the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

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

Additional  Information  - If you  are not  certain  of the  requirements  for a
redemption  please  call  the  transfer  agent at  (800)  459-9084.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary  weekend or holiday closing or under any emergency  circumstances,  as
determined  by the  Securities  and  Exchange  Commission,  the Fund may suspend
redemptions or postpone payment dates.

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

                        DETERMINATION OF NET ASSET VALUE

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

      The Fund's  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued by the Fund's
adviser at their fair  value,  according  to  procedures  approved by the Fund's
Board of Trustees.  When determining fair value,  factors considered include the
type of security,  the nature of  restrictions  on  disposition of the security,
constant date of purchase,  information  as to any  transactions  or offers with
respect  to the  security,  existence  of  merger  proposals  or  lender  offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

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

Taxes

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

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

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

                             MANAGEMENT OF THE FUND

      Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity,  Nashville
Capital 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  Fund,   although  the   investment   manager  has   delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's  investment  portfolio  to Howe and Rusling  Inc.  Nashville  Capital was
formed in 1986 and, as of January 1, 2001,  managed assets of approximately $104
million for financial institutions.

      The Fund is authorized to pay the  investment  manager an annual fee equal
to 1.15% of net assets up to and including $25 million, 1.10% of net assets from
$25  million up to and  including  $50  million,  0.97% of net  assets  from $50
million up to and  including  $100  million,  and 0.90% of net assets  over $100
million.

      The  investment  manager  pays all of the  operating  expenses of the Fund
except  brokerage,  taxes,  borrowing costs, fees and expenses of non-interested
person trustees and extraordinary  expenses.  In this regard, it should be noted
that most investment companies pay their own operating expenses directly,  while
the Funds  expenses,  except those specified  above,  are paid by the investment
manager.  The  investment  manager  (not the  Fund)  may pay  certain  financial
institutions  (which may include banks,  brokers,  securities  dealers and other
industry professionals) a fee for providing distribution related services and/or
for performing certain administrative  servicing functions for Fund shareholders
to the extent these  institutions  are allowed to do so by  applicable  statute,
rule or regulation.

      The  investment  manager has  retained  Howe and Rusling,  Inc.,  120 East
Avenue,  Rochester,  NY 14604, to serve as the adviser to the Fixed Income Fund.
The  firm was  established  in 1930 and has  been  registered  as an  investment
adviser with the U.S.  Securities  and  Exchange  Commission  since 1940.  As of
January  1,  2001,  the firm had  approximately  $701  million  in assets  under
management. The firm serves primarily individual, retirement plan, corporate and
non-profit  endowment  clients.  It manages both individual stocks and bonds for
its clients.  It The Howe and Rusling  Investment  Committee has been  primarily
responsible  for the  day-to-day  management  of the Fund  since its  inception.
Nashville  Capital 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.

The Adviser's Prior Performance

      Howe and Rusling has been managing  accounts with  investment  objectives,
policies and strategies  substantially  similar to those of the Fund since 1990.
The  performance  of those  accounts  appears  below.  The data is  provided  to
illustrate  past  performance  of the  adviser in  managing  such  accounts,  as
compared to the Lehman Intermediate  Government/Corporate Bond Index. The Howe &
Rusling Investment  Committee is responsible for the performance of the "Managed
Accounts" below as well as the investment management of the Fund.

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

                            Average Annual Returns**

                                                        H&R Managed Lehman
                        Intermediate
                         Accounts*                     Gov't/Corp Bond Index*
One year                     -3.07%                             0.39%
Three years                  4.49%                              5.49%
Five years                   6.52%                              7.09%
Ten years                    6.95%                              7.26%

      *Average  Annual  Returns for the periods ended  December 31, 1999 for the
      managed  accounts and the Lehman  Intermediate  Government/Corporate  Bond
      Index are calculated using calculations which differ from the standardized
      SEC calculation.

                         Howe & Rusling Managed Accounts

        Growth of $10,000 invested January 1, 1990 to December 31, 1999**

      **The  adviser's total returns by year were as follows:  1990 7.55%,  1991
      15.50%,  1992 8.14%, 1993 10.83%,  1994 -4.32%,  1995 17.80%,  1996 2.03%,
      1997 8.37%, 1998 8.61%, and 1999 -3.07%. The adviser's performance figures
      reflect the use of time-weighted  cash flows and  dollar-weighted  average
      annualized  total returns for the  adviser's  accounts  having  objectives
      substantially  similar to the Fund.  For an account to be  included in the
      composite it must be  non-taxable,  have a value of at least  $200,000 and
      have been  managed on a fully  discretionary  basis for at least 6 months.
      Other accounts of the adviser are excluded from the composite  because the
      nature  of  those  accounts  make  them   inappropriate  for  purposes  of
      comparison.  Compound annual rates of return are supplementary information
      that represent the cumulative  portfolio return expressed on an annualized
      basis over the period presented.  Performance for periods of less than one
      year is not annualized.  Security valuations are on a trade date basis and
      accrual  accounting  is used for interest and  dividends.  Leverage is not
      used in the  accounts  as a form of  management.  The U.S.  dollar  is the
      currency used to express  performance.  Performance  figures reflected are
      net of all expenses, including transaction costs and commissions, and have
      been  adjusted  to  reflect  the  Fund's  estimated  management  fee as it
      appeared  in  the  Fund's   initial   Prospectus.   Results   include  the
      reinvestment  interest.   Complete  performance   presentation  notes  are
      available from the investment manager on request.

             The Lehman Intermediate  Government/Corporate Bond Index returns by
      year were as follows:  1990 9.17%,  1991 14.63%,  1992 7.17%,  1993 8.78%,
      1994 -1.93%,  1995 15.31%,  1996 4.06%,  1997 7.87%,  1998 8.42%, and 1999
      .39% . Securities  in the Lehman  Intermediate  Government/Corporate  Bond
      Index  must  have  the  following:  at least  one  year to final  maturity
      regardless of call features, at least $100 million par amount outstanding,
      rated  investment  grade (Baa3 or better),  fixed  rate,(  although it can
      carry a coupon  that  steps up or  changes  according  to a  predetermined
      schedule), dollar-denominated and non-convertible,  publicly traded, and a
      U.S.  Government or corporate  investment grade security.  Returns for the
      Lehman   Intermediate   Government/Corporate   Bond   Index   assume   the
      reinvestment  of  dividends  and  capital  gains  and do not  reflect  the
      deduction of transaction costs or expenses, including management fees.

                              FINANCIAL HIGHLIGHTS

      The following  table is intended to help you better  understand the Fund's
financial   performance  since  its  inception.   Certain  information  reflects
financial  results for a single Fund share. The total returns represent the rate
you  would  have  earned  (or  lost)  on an  investment  in the  Fund,  assuming
reinvestment  of all  dividends and  distributions.  This  information  has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial  statements,  are  included  in the  Fund's  annual  report,  which is
available upon request.

Financial Highlights for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000

Selected Per Share Data

Net asset value, beginning of period                           $  10.00
                                                         ---------------
Income from investment operations
   Net investment income

                                                                   0.28

   Net realized and unrealized gain
                                                                   0.16

                                                         ---------------
Total from investment operations
                                                                   0.44

                                                         ---------------
Less Distributions
  From net investment income

                                                                 (0.38)

                                                         ---------------
Total distributions

                                                                 (0.38)

                                                         ---------------
Net asset value, end of period                                 $  10.06
                                                         ===============

Total Return (a)                                                  4.54%

Ratios and Supplemental Data

Net assets, end of period (000)                                $ 29,346
Ratio of expenses to average net assets                          1.15% (b)
Ratio of net investment income to average net assets             3.97% (b)
Portfolio turnover rate                                          58.87% (b)

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

                              FOR MORE INFORMATION

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

      Call the Fund at (800)  459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual  reports,  to request other  information about the
Fund and to make shareholder inquiries.

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

Investment Company Act #811-09541


<PAGE>
                            Monteagle Large Cap Fund

                        Prospectus dated January 1, 2001

                         209 10th Ave. South, Suite 332
                           Nashville, Tennessee 37203

                                 (800) 459-9084

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


<PAGE>



                                TABLE OF CONTENTS

                                                                           PAGE

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

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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



<PAGE>



                               RISK/RETURN SUMMARY

Investment Objective

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

Principal Strategies

      The Fund will invest at least 65% of its assets in common  stocks of large
capitalization  U.S.  companies  (those  with market  capitalizations  above $15
billion)  that the  Fund's  adviser  believes  exhibit a history  of  increasing
earnings.  The adviser first analyzes various  industrial  sectors to select the
industry  groups in which  the Fund will  focus  its  investments.  The  adviser
considers  such factors as economic  trends and earnings  growth  prospects when
selecting the  industries  in which the Fund will focus.  The adviser then ranks
individual stocks in each industrial group based on certain factors, such as:

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

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

      The Fund may sell a stock if, in the adviser's opinion:

o    stock  appreciation  has caused the stock to become too large a position in
     the portfolio;

o    the fundamental price objective has been achieved;

o    the company has experienced a negative change in fundamentals  (such as its
     earnings growth rate or competitive position in its industry group); or

o    some or all of the factors used to rank the company have declined, combined
     with relative  underperformance  of the stock compared to the S&P 500 Index
     or the company's industry group.

Principal Risks of Investing in the Fund

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

o    Company Risk is the risk that the Fund might  decrease in value in response
     to the activities and financial prospects of an individual company.

o    Market  Risk is the risk that the Fund might  decrease in value in response
     to general market and economic conditions.

o    Volatility  Risk means that  common  stocks tend to be more  volatile  than
     other investment choices.

o    Sector Risk If the Fund's  portfolio is  overweighted  in a certain sector,
     any negative  development  affecting that sector will have a greater impact
     on the Fund than a fund that is not  overweighted in that sector.  The Fund
     may have a greater  concentration  in technology  companies and weakness in
     this sector  could  result in  significant  losses to the Fund.  Technology
     companies may be  significantly  affected by falling prices and profits and
     intense   competition,   and  their   products  may  be  subject  to  rapid
     obsolescence.

o    The Fund has limited  operating  history and neither the Fund's  investment
     manager nor the Fund's adviser has prior experience  managing the assets of
     a mutual fund.

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

o    The Fund is not a complete investment program.

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

Is the Fund Right for You?

      The Fund may be a suitable investment for:

o    long term investors seeking a fund with a growth investment strategy

o    investors willing to accept price fluctuations in their investment

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

General

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

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

How the Fund has Performed

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

                          FEES AND EXPENSES OF THE FUND

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

Shareholder Fees

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

Annual Fund Operating Expenses
 (expenses that are deducted from Fund assets)
Management Fee                                                   1.25%
Distribution and/or Service (12b-1) Fees                         NONE
Other Expenses                                                   0.02%
Total Annual Fund Operating Expenses                             1.27%

Example:

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

        1 Year  3 Years  5 Years  10 Years

        $133    $435     $717       $1576

             HOW TO BUY SHARES

Initial Purchase

      The  minimum  initial  investment  in the  Fund  is  $25,000  ($1,500  for
qualified retirement accounts and medical savings accounts).  Investors choosing
to purchase or redeem their shares through a broker/dealer or other  institution
may  be  charged  a fee  by  that  institution.  To the  extent  investments  of
individual  investors are aggregated into an omnibus  account  established by an
investment adviser, broker or other intermediary,  the account minimums apply to
the omnibus account, not to the account of the individual investor.

      By  Mail - To be in  proper  form,  your  initial  purchase  request  must
include:

o    a completed and signed investment  application form (which accompanies this
     Prospectus);

o    a check made payable to the Fund;

      Mail the application and check to:
<TABLE>
<S>                     <C>                                                     <C>

U.S. Mail:        Monteagle Large Cap Fund                    Overnight:        Monteagle Large Cap Fund
                  c/o Unified Fund Services, Inc.                               c/o Unified Fund Services, Inc.
                  P.O. Box 6110                                                         431 North Pennsylvania Street
                  Indianapolis, Indiana  46206-6110                             Indianapolis, Indiana  46204
</TABLE>

      By Wire

      You may also purchase shares of the Fund by wiring federal funds from your
bank,  which may  charge  you a fee for doing so. To wire  money,  you must call
Unified Fund Services, Inc., the Fund's transfer agent, at (800)-459-9084 to set
up your  account  and obtain an account  number.  You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:

      Firstar Bank, N.A.
      ABA #0420-0001-3
      Attn: Monteagle Large Cap Fund

      D.D.A.# 821637709
      Fund Name ___________________ (write in fund name)
      Account Name _________________        (write in shareholder name)
      For the Account # ______________      (write in account number)

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

Additional Investments

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

Automatic Investment Plan

      You may make regular investments in the Fund with an Automatic  Investment
Plan by  completing  the  appropriate  section of the  account  application  and
attaching a voided  personal  check.  Investments  may be made  monthly to allow
dollar-cost  averaging by  automatically  deducting  $250 or more from your bank
checking  account.  You may change the amount of your  monthly  purchase  at any
time.

Tax Sheltered Retirement Plans

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

How to Exchange Shares

      As a shareholder in the Fund, you may exchange shares valued at $25,000 or
more for shares of any other  Monteagle Fund. You may call the transfer agent at
(800)-459-9084  to  exchange  shares.  An  exchange  may also be made by written
request  signed by all  registered  owners of the account  mailed to the address
listed above.  Requests for exchanges  received prior to close of trading on the
New York Stock Exchange  (4:00 p.m.  Eastern Time) will be processed at the next
determined net asset value (NAV) as of the close of business on the same day.

      An exchange is made by selling  shares of one Fund and using the  proceeds
to buy  shares  of  another  Fund,  with the NAV for the  sale and the  purchase
calculated on the same day. An exchange  results in a sale of shares for federal
income tax purposes. If you make use of the exchange privilege,  you may realize
either a long term or short term capital gain or loss on the shares sold.

      Before making an exchange, you should consider the investment objective of
the Fund to be  purchased.  If your  exchange  creates a new  account,  you must
satisfy the  requirements of the Fund in which shares are being  purchased.  You
may make an  exchange  to a new account or an  existing  account;  however,  the
account ownership must be identical.  Exchanges may be made only in states where
an exchange  may legally be made.  The Funds  reserve the right to  terminate or
modify the exchange privilege at any time.

Other Purchase Information

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

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

                              HOW TO REDEEM SHARES

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

By Mail - You may  redeem  any part of your  account in the Fund at no charge by
mail. Your request should be addressed to:
<TABLE>
<S>                             <C>                                             <C>

U.S. Mail:        Monteagle Large Cap Fund                    Overnight:        Monteagle Large Cap Fund
                  c/o Unified Fund Services, Inc.                               c/o Unified Fund Services, Inc.
                  P.O. Box 6110                                                 431 North Pennsylvania Street
                  Indianapolis, Indiana  46206-6110                             Indianapolis, Indiana  46204
</TABLE>

         Proper form means your request for a  redemption  must  include:
o    the Fund name and account number,

o    account name(s) and address

o    the dollar amount or number of shares you wish to redeem.


      Requests  to sell  shares  are  processed  at the  net  asset  value  next
calculated  after we receive  your order in proper  form.  To be in proper form,
your  request  must be  signed by all  registered  share  owner(s)  in the exact
name(s) and any  special  capacity  in which they are  registered.  The Fund may
require that  signatures  be  guaranteed  by a bank or member firm of a national
securities   exchange.   Signature   guarantees   are  for  the   protection  of
shareholders.  At the discretion of the Fund or Unified Fund Services, Inc., you
may  be  required  to  furnish  additional  legal  documents  to  insure  proper
authorization.

By  Telephone  - You may redeem any part of your  account in the Fund by calling
the  transfer  agent at  (800)-459-9084.  You must first  complete  the Optional
Telephone  Redemption  and Exchange  section of the  investment  application  to
institute  this option.  The Fund,  the transfer agent and the custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

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

Additional  Information  - If you  are not  certain  of the  requirements  for a
redemption  please  call  the  transfer  agent  at  (800)-459-9084.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary  weekend or holiday closing or under any emergency  circumstances,  as
determined  by the  Securities  and  Exchange  Commission,  the Fund may suspend
redemptions or postpone payment dates.

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

                        DETERMINATION OF NET ASSET VALUE

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

      The Fund's  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued by the Fund's
adviser at their fair  value,  according  to  procedures  approved by the Fund's
Board of Trustees.  When determining fair value,  factors considered include the
type of security,  the nature of  restrictions  on  disposition of the security,
constant date of purchase,  information  as to any  transactions  or offers with
respect  to the  security,  existence  of  merger  proposals  or  lender  offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

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

Taxes

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

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

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

                             MANAGEMENT OF THE FUND

      Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity,  Nashville
Capital 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  Fund,   although  the   investment   manager  has   delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's  investment  portfolio to Howe and Rusling,  Inc.  Nashville  Capital was
formed in 1986 and, as of January 1, 2001,  managed assets of approximately $104
million for financial institutions.

      The Fund is authorized to pay the  investment  manager an annual fee equal
to 1.25% of net assets up to and including $25 million, 1.13% of net assets from
$25  million up to and  including  $50  million,  1.00% of net  assets  from $50
million up to and  including  $100  million,  and 0.95% of net assets  over $100
million.

      The  investment  manager  pays all of the  operating  expenses of the Fund
except  brokerage,  taxes,  borrowing costs, fees and expenses of non-interested
person trustees and extraordinary  expenses.  In this regard, it should be noted
that most investment companies pay their own operating expenses directly,  while
the Funds  expenses,  except those specified  above,  are paid by the investment
manager.  The  investment  manager  (not the  Funds) may pay  certain  financial
institutions  (which may include banks,  brokers,  securities  dealers and other
industry professionals) a fee for providing distribution related services and/or
for performing certain administrative  servicing functions for Fund shareholders
to the extent these  institutions  are allowed to do so by  applicable  statute,
rule or regulation.

      The  investment  manager has  retained  Howe and Rusling,  Inc.,  120 East
Avenue,  Rochester, NY 14604, to serve as the adviser to the Large Cap Fund. The
firm was  established in 1930 and has been  registered as an investment  adviser
with the U.S.  Securities and Exchange  Commission  since 1940. As of January 1,
2001, the firm had approximately  $701 million in assets under  management.  The
firm serves  primarily  individual,  retirement  plan,  corporate and non-profit
endowment clients.  It manages both individual stocks and bonds for its clients.
The Howe and Rusling  Investment  Committee  is  primarily  responsible  for the
day-to-day management of the Funds. Nashville Capital 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.

The Adviser's Prior Performance

      Howe and Rusling has been managing  accounts with  investment  objectives,
policies and strategies  substantially  similar to those of the Fund since 1990.
The  performance  of those  accounts  appears  below.  The data is  provided  to
illustrate  past  performance  of the  adviser in  managing  such  accounts,  as
compared  to the S&P 500  Index.  The Howe &  Rusling  Investment  Committee  is
responsible for the  performance of the "Managed  Accounts" below as well as the
investment management of the Fund.

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

                            Average Annual Returns**

                           H&R Managed
                            Accounts*           S&P 500 Index*

One year               14.37%                     21.05%
Three years            23.17%                     27.56%
Five years             25.60%                     27.85%
Ten years              15.61%                     17.88%

      *Average  Annual  Returns for the periods ended  December 31, 1999 for the
      managed accounts and the S&P 500 Index are calculated  using  calculations
      which differ from the standardized SEC calculation.

                        Howe & Rusling Managed Accounts -

        Growth of $10,000 invested January 1, 1990 to December 31, 1999**

      **The adviser's total returns by year were as follows:  1990 -1.05%,  1991
      22.00%,  1992 7.74%,  1993 8.64%, 1994 -3.08%,  1995 27.30%,  1996 31.43%,
      1997 31.18%,  1998  24.54%,  and 1999 14.37%.  The  adviser's  performance
      figures reflect the use of  time-weighted  cash flows and  dollar-weighted
      average  annualized total returns for the adviser's equity accounts having
      objectives  substantially  similar  to  the  Fund.  For an  account  to be
      included  in the  composite,  it must be  non-taxable,  have a value of at
      least $200,000 and have been managed on a fully discretionary basis for at
      least 6 months.  Other  accounts  of the  adviser  are  excluded  from the
      composite because the nature of those accounts make them inappropriate for
      purposes of comparison.  Compound annual rates of return are supplementary
      information that represent the cumulative portfolio return expressed on an
      annualized  basis over the period  presented.  Performance  for periods of
      less than one year is not annualized.  Security  valuations are on a trade
      date basis and accrual  accounting  is used for  interest  and  dividends.
      Leverage  is not used in the  accounts as a form of  management.  The U.S.
      dollar is the currency used to express  performance.  Performance  figures
      reflected  are  net  of  all  expenses,  including  transaction  cost  and
      commissions,  and have been  adjusted  to  reflect  the  Fund's  estimated
      management  fee as it appeared in the Fund's initial  Prospectus.  Results
      include  the  reinvestment  of  dividends  and  capital  gains.   Complete
      performance  presentation  notes are available from the investment manager
      on request.

      The S&P 500 Index  returns  by year were as  follows:  1990  -3.14%,  1991
      30.45%,  1992 7.62%, 1993 10.09%,  1994 1.27%,  1995 37.53%,  1996 22.99%,
      1997  33.34%,  1998  28.57%,  and  1999  21.05%.  The S&P 500  Index  is a
      capitalization-weighted  index of 500  stocks.  The index is  designed  to
      measure  performance of the broad domestic  economy through changes in the
      aggregate market value of 500 stocks  representing  all major  industries.
      The index  was  developed  with a base  level of 10 for the  1941-43  base
      period. Returns for the S&P 500 Index assume the reinvestment of dividends
      and capital gains and do not reflect the deduction of transaction costs or
      expenses, including management fees.

                              FINANCIAL HIGHLIGHTS

      The following  table is intended to help you better  understand the Fund's
financial   performance  since  its  inception.   Certain  information  reflects
financial  results for a single Fund share. The total returns represent the rate
you  would  have  earned  (or  lost)  on an  investment  in the  Fund,  assuming
reinvestment  of all  dividends and  distributions.  This  information  has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial  statements,  are  included  in the  Fund's  annual  report,  which is
available upon request.

Financial Highlights for the period January 18, 2000
   (Commencement of Operations) to August 31, 2000

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)                               (0.09)
                                                                 ---------------
Total from investment operations                                         (0.08)
                                                                 ---------------
Less Distributions

  From net investment income                                               0.00
  From realized gain                                                       0.00
                                                                 ---------------
                                                                 ---------------
Total distributions                                                        0.00
                                                                 ---------------
Net asset value, end of period                                         $   9.92
                                                                 ===============

Total Return                                             (0.80)% (a)

Ratios and Supplemental Data
Net assets, end of period (000)
                                                          12,820

Ratio of expenses to average net assets                    1.27% (b)
Ratio of net investment income to
   average net assets                                      0.10% (b)
Portfolio turnover rate                                   68.00% (b)


(a)  For a period of less than a full year, total return is not annualized.
(b)  Annualized

                              FOR MORE INFORMATION

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

      Call the Fund at  (800)-459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual  reports,  to request other  information about the
Fund and to make shareholder inquiries.

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

Investment Company Act #811-09541


<PAGE>


                        Monteagle Opportunity Growth Fund

                        Prospectus dated January 1, 2001

                         209 10th Ave. South, Suite 332
                           Nashville, Tennessee 37203

                                 (800) 459-9084

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


<PAGE>


TABLE OF CONTENTS

                                                                            PAGE

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

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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



<PAGE>


RISK/RETURN SUMMARY

Investment Objective

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

Principal Strategies

      The Fund seeks to achieve its  objective by investing in "growth  stocks."
These are stocks that the Fund's adviser believes demonstrate  accelerating cash
flows,  profit margins and/or revenues.  The adviser emphasizes  companies where
management  and/or large outside investors (such as banks,  insurance  companies
and mutual funds) are buyers or owners of the stock or where the company  itself
is  repurchasing  its own  shares on the open  market.  These are the  "Informed
Investors."

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

      The  Fund  invests   primarily  in  common  stocks  of  medium  and  large
capitalization U.S. companies (those with market capitalizations, at the time of
purchase,  of $1 billion or more). Although the Fund will not concentrate in any
one industry, it is anticipated that the Fund's portfolio will focus on a small,
select  group of  industries  ("growth  industries")  which the  Fund's  adviser
believes offer superior growth  opportunities  based on overall economic trends.
The Fund is a  non-diversified  fund,  which means that the Fund may take larger
positions in a small number of companies  than a diversified  fund. The Fund may
also have a high level of portfolio turnover.

Principal Risks of Investing in the Fund

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

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

o    Market  Risk.  Overall  stock market risks may also affect the value of the
     Fund.  Factors  such as  domestic  economic  growth and market  conditions,
     interest rate levels and political events affect the securities markets.

o    Volatility  Risk.  Common  stocks  tend  to be  more  volatile  than  other
     investment  choices.   Because  the  Fund  will  emphasize  various  growth
     industries,  the value of your shares is likely to be more  volatile than a
     fund that invests in a broader range of industries.

o    Non-Diversification  Risk. As a non-diversified  fund, the Fund's portfolio
     may at times focus on a limited  number of companies and will be subject to
     substantially  more  investment  risk and potential for  volatility  than a
     diversified fund.

o    Sector Risk. If the Fund's  portfolio is  overweighted in a certain sector,
     any negative  development  affecting that sector will have a greater impact
     on the Fund than a fund that is not  overweighted in that sector.  The Fund
     may have a greater  concentration  in technology  companies and weakness in
     this sector  could  result in  significant  losses to the Fund.  Technology
     companies may be  significantly  affected by falling prices and profits and
     intense   competition,   and  their   products  may  be  subject  to  rapid
     obsolescence.

o    Portfolio  Turnover  Risk. The Fund's  investment  strategy may result in a
     high portfolio  turnover  rate. A high  portfolio  turnover would result in
     correspondingly greater brokerage commission expenses and may result in the
     distribution to shareholders of additional  capital gains for tax purposes.
     These factors may negatively affect the Fund's performance.

o    The Fund has limited operating  history and the Fund's  investment  manager
     has no prior experience managing the assets of a mutual fund.

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

o    The Fund is not a complete investment program.

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

Is the Fund Right for You?

      The Fund may be a suitable investment for:

o long  term  investors  seeking  a fund  with a growth  investment  strategy  o
investors  who can  tolerate  the greater  risks  associated  with common  stock
investments  o  investors  willing to accept  greater  price  fluctuations  than
typically found with a common stock mutual fund

General

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

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

How the Fund has Performed

         The bar chart below shows the Fund's total return for the calendar year
ended  December  31,  2000.  The  performance  table  below shows how the Fund's
average  annual  total  returns  compare  over  time to those  of a  broad-based
securities  market  index.  Of  course,  the  Fund's  past  performance  is  not
necessarily an indication of its future performance.

(Total Return as of December 31)

      During the  period  shown,  the  highest  return for a quarter  was 20.69%
(first quarter, 2000); and the lowest return was -26.99% (second quarter, 2000).

Average Annual Total Returns for the periods ended 12/31/2000:

                                One Year                   Since Inception1

The Fund                         -19.14%                    -7.87%
S&P 500 Index                    -8.23%                     -5.65%

1December 20, 1999.
                          FEES AND EXPENSES OF THE FUND

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

Shareholder Fees

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

Annual Fund Operating Expenses
 (expenses that are deducted from Fund assets)
Management Fee                                                    1.27%
Distribution and/or Service (12b-1) Fees                          NONE
Other Expenses                                                    0.00%
Total Annual Fund Operating Expenses                              1.27%

Example:

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

       1 Year           3 Years          5 Years           10 Years

       $133             $415              $717              $1576

                                HOW TO BUY SHARES

Initial Purchase

      The  minimum  initial  investment  in the  Fund  is  $25,000  ($1,500  for
qualified retirement accounts and medical savings accounts).  Investors choosing
to purchase or redeem their shares through a broker/dealer or other  institution
may  be  charged  a fee  by  that  institution.  To the  extent  investments  of
individual  investors are aggregated into an omnibus  account  established by an
investment adviser, broker or other intermediary,  the account minimums apply to
the omnibus account, not to the account of the individual investor.

By Mail - To be in proper form, your initial purchase request must include:

o    a completed and signed investment  application form (which accompanies this
     Prospectus);

o    a check made payable to the Fund;

      Mail the application and check to:
<TABLE>
<S>                             <C>                                                     <C>

U.S. Mail:      Monteagle Opportunity Growth Fund               Overnight:       Monteagle Opportunity Growth Fund
                c/o Unified Fund Services, Inc.                                  c/o Unified Fund Services, Inc.
                P.O. Box 6110                                                    431 North Pennsylvania Street
                Indianapolis, Indiana  46206-6110                                Indianapolis, Indiana  46204
</TABLE>

By Wire

      You may also purchase shares of the Fund by wiring federal funds from your
bank,  which may  charge  you a fee for doing so. To wire  money,  you must call
Unified Fund Services, Inc., the Fund's transfer agent, at (800)-459-9084 to set
up your  account  and obtain an account  number.  You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:

      Firstar Bank, N.A.
      ABA #0420-0001-3
      Attn: Monteagle Opportunity Growth Fund

      D.D.A.# 821637709
      Fund Name ___________________ (write in fund name)
      Account Name _________________        (write in shareholder name)
      For the Account # ______________      (write in account number)

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

Additional Investments

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

Automatic Investment Plan

      You may make regular investments in the Fund with an Automatic  Investment
Plan by  completing  the  appropriate  section of the  account  application  and
attaching a voided  personal  check.  Investments  may be made  monthly to allow
dollar-cost  averaging by  automatically  deducting  $250 or more from your bank
checking  account.  You may change the amount of your  monthly  purchase  at any
time.

Tax Sheltered Retirement Plans

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

How to Exchange Shares

      As a shareholder in the Fund, you may exchange shares valued at $25,000 or
more for shares of any other  Monteagle Fund. You may call the transfer agent at
(800)  459-9084 to  exchange  shares.  An  exchange  may also be made by written
request  signed by all  registered  owners of the account  mailed to the address
listed above.  Requests for exchanges  received prior to close of trading on the
New York Stock Exchange  (4:00 p.m.  Eastern Time) will be processed at the next
determined net asset value (NAV) as of the close of business on the same day.

      An exchange is made by selling  shares of one Fund and using the  proceeds
to buy  shares  of  another  Fund,  with the NAV for the  sale and the  purchase
calculated on the same day. An exchange  results in a sale of shares for federal
income tax purposes. If you make use of the exchange privilege,  you may realize
either a long term or short term capital gain or loss on the shares sold.

      Before making an exchange, you should consider the investment objective of
the Fund to be  purchased.  If your  exchange  creates a new  account,  you must
satisfy the  requirements of the Fund in which shares are being  purchased.  You
may make an  exchange  to a new account or an  existing  account;  however,  the
account ownership must be identical.  Exchanges may be made only in states where
an exchange  may legally be made.  The Funds  reserve the right to  terminate or
modify the exchange privilege at any time.

Other Purchase Information

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

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

                              HOW TO REDEEM SHARES

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

By Mail - You may  redeem  any part of your  account in the Fund at no charge by
mail. Your request should be addressed to:
<TABLE>
<S>                     <C>                                                             <C>

U.S. Mail:      Monteagle Opportunity Growth Fund               Overnight:       Monteagle Opportunity Growth Fund
                c/o Unified Fund Services, Inc.                                  c/o Unified Fund Services, Inc.
                P.O. Box 6110                                                    431 North Pennsylvania Street
                Indianapolis, Indiana  46206-6110                                Indianapolis, Indiana  46204
</TABLE>

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

      Requests  to sell  shares  are  processed  at the  net  asset  value  next
calculated  after we receive  your order in proper  form.  To be in proper form,
your  request  must be  signed by all  registered  share  owner(s)  in the exact
name(s) and any  special  capacity  in which they are  registered.  The Fund may
require that  signatures  be  guaranteed  by a bank or member firm of a national
securities   exchange.   Signature   guarantees   are  for  the   protection  of
shareholders.  At the discretion of the Fund or Unified Fund Services, Inc., you
may  be  required  to  furnish  additional  legal  documents  to  insure  proper
authorization.

By  Telephone  - You may redeem any part of your  account in the Fund by calling
the  transfer  agent at (800)  459-9084.  You must first  complete  the Optional
Telephone  Redemption  and Exchange  section of the  investment  application  to
institute  this option.  The Fund,  the transfer agent and the custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

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

Additional  Information  - If you  are not  certain  of the  requirements  for a
redemption  please  call  the  transfer  agent at  (800)  459-9084.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary  weekend or holiday closing or under any emergency  circumstances,  as
determined  by the  Securities  and  Exchange  Commission,  the Fund may suspend
redemptions or postpone payment dates.

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

DETERMINATION OF NET ASSET VALUE

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

      The Fund's  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued by the Fund's
adviser at their fair  value,  according  to  procedures  approved by the Fund's
Board of Trustees.  When determining fair value,  factors considered include the
type of security,  the nature of  restrictions  on  disposition of the security,
constant date of purchase,  information  as to any  transactions  or offers with
respect  to the  security,  existence  of  merger  proposals  or  lender  offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

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

Taxes

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

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

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

                             MANAGEMENT OF THE FUND

      Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity,  Nashville
Capital 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  Fund,   although  the   investment   manager  has   delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's investment portfolio to T.H Fitzgerald Jr. (d/b/a T.H. Fitzgerald & Co.).
Nashville Capital was formed in 1986 and, as of January 1, 2001,  managed assets
of approximately $104 million for financial institutions.

      The Fund is authorized to pay the  investment  manager an annual fee equal
to 1.35% of net assets up to and including $25 million, 1.30% of net assets from
$25  million up to and  including  $50  million,  1.18% of net  assets  from $50
million up to and  including  $100  million,  and 1.10% of net assets  over $100
million.

      The  investment  manager  pays all of the  operating  expenses of the Fund
except  brokerage,  taxes,  borrowing costs, fees and expenses of non-interested
person trustees and extraordinary  expenses.  In this regard, it should be noted
that most investment companies pay their own operating expenses directly,  while
the Funds  expenses,  except those specified  above,  are paid by the investment
manager.  The  investment  manager  (not the  Fund)  may pay  certain  financial
institutions  (which may include banks,  brokers,  securities  dealers and other
industry professionals) a fee for providing distribution related services and/or
for performing certain administrative  servicing functions for Fund shareholders
to the extent these  institutions  are allowed to do so by  applicable  statute,
rule or regulation.

     The  investment  manager has  retained  T.H.  Fitzgerald,  Jr.  (d/b/a T.H.
Fitzgerald  & Co.),  180 Church  Street,  Naugatuck,  CT 06770,  to serve as the
adviser to the Opportunity  Growth Fund. The firm has been  owner-managed  since
its founding in 1959. In 1982, Mr. Fitzgerald  accepted his first  institutional
investment management account, a Fortune 500 corporate pension plan. Since then,
he has directed the firm's  resources  exclusively  to the  management  of large
institutional  accounts and, as of January 1, 2001, managed nearly $235 million.
T.H.  Fitzgerald accepts no individual or private accounts,  regardless of size.
The Monteagle Opportunity Growth Fund offers the individual investor with access
to the firms proprietary "Informed Investors" strategy.  Mr. Fitzgerald has been
primarily responsible for the day to day management of the Fund since inception.
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.

The Adviser's Prior Performance

     The adviser has been managing  equity  accounts for its clients since 1982.
The  performance  of the  accounts  with  investment  objectives,  policies  and
strategies substantially similar to those of the Fund appears below. The data is
provided  to  illustrate  past  performance  of the  adviser  in  managing  such
accounts,  as compared to the S&P 500 Index. T. H.  Fitzgerald,  Jr., the person
responsible  for the performance  below, is also  responsible for the investment
management of the Fund.

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

                            Average Annual Returns**

                                THF Managed

                                 Accounts*           S&P 500 Index*

One year                           132.75%              21.05%
Three years                        52.99%               27.56%
Five years                         38.55%               27.85%
Ten year                           26.45%               17.88%

      *Average  Annual  Returns for the periods ended  December 31, 1999 for the
      managed accounts and S&P 500 Index are calculated using calculations which
      differ from the standardized SEC calculation.

                    T. H. Fitzgerald & Co. Managed Accounts -
        Growth of $10,000 invested January 1, 1990 to December 31, 1999**

      **The Adviser's total returns by year were as follows:  1990 -4.55%,  1991
      60.65%,  1992 12.65%,  1993 20.15%,  1994 -0.92%, 1995 34.71%, 1996 5.15%,
      1997 19.15%,  1998 29.23%,  and 1999 132.75%.  The  adviser's  performance
      figures reflect the use of  time-weighted  cash flows and  dollar-weighted
      average  annualized total returns for the adviser's equity accounts having
      objectives  substantially  similar to the Fund. The composite includes all
      fee-paying, discretionary,  individual stock portfolios. Other accounts of
      the adviser are excluded  from the  composite  because the nature of those
      accounts make them  inappropriate for purposes of comparison.  Performance
      figures reflected are net of all expenses, including transaction costs and
      commissions,  and have been  adjusted  to  reflect  the  Fund's  estimated
      management fee as it appeared in the Fund's initial  Prospectus..  Results
      include  the  reinvestment  of  dividends  and  capital  gains.   Complete
      performance  presentation  notes are available from the investment manager
      on request.

      The S&P 500 Index  returns  by year were as  follows:  1990  -3.14%,  1991
      30.45%,  1992 7.62%, 1993 10.09%,  1994 1.27%,  1995 37.53%,  1996 22.99%,
      1997  33.34%,  1998  28.57%,  and  1999  21.05%.  The S&P 500  Index is an
      unmanaged  capitalization-weighted  index of 500 stocks,  and  performance
      figures reflect the reinvestment of dividends and capital gains. The index
      is designed to measure  performance of the broad domestic  economy through
      changes in the aggregate market value of 500 stocks representing all major
      industries.


<PAGE>


                              FINANCIAL HIGHLIGHTS

      The following  table is intended to help you better  understand the Fund's
financial   performance  since  its  inception.   Certain  information  reflects
financial  results for a single Fund share. The total returns represent the rate
you  would  have  earned  (or  lost)  on an  investment  in the  Fund,  assuming
reinvestment  of all  dividends and  distributions.  This  information  has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial  statements,  are  included  in the  Fund's  annual  report,  which is
available upon request.

Financial Highlights for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000

Selected Per Share Data

Net asset value, beginning of period                        $  10.00
                                                      --------------
Income from investment operations
   Net investment loss

                                                             (0.04)

   Net realized and unrealized gain
                                                               1.25

                                                      --------------
                                                      --------------
Total from investment operations
                                                               1.21

                                                      --------------
Less Distributions

   From net investment income                                  0.00
   From net realized gain                                      0.00
                                                      --------------
                                                      --------------
Total Distributions                                            0.00
                                                      --------------

Net asset value, end of period                             $  11.21
                                                      ==============

Total Return (a)                                             12.10%

Ratios and Supplemental Data

Net assets, end of period (000)                            $ 75,102
Ratio of expenses to average net assets                       1.27% (b)
Ratio of net investment income to
   average net assets                                       (0.53)% (b)
Portfolio turnover rate                                     605.41% (b)

(a)  For period of less than a full year, total return is not annualized.
(b)  Annualized


<PAGE>


                              FOR MORE INFORMATION

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

      Call the Fund at  (800)-459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual  reports,  to request other  information about the
Fund and to make shareholder inquiries.

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

Investment Company Act #811-09541

<PAGE>

                              Monteagle Value Fund

                        Prospectus dated January 1, 2001

                         209 10th Ave. South, Suite 332
                           Nashville, Tennessee 37203

                                 (800) 459-9084

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



<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

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

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS............................................................

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



<PAGE>



                               RISK/RETURN SUMMARY

Investment Objective

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

Principal Strategies

      As a value oriented manager, the Fund's adviser takes a long term (or "buy
and hold") approach to managing the Fund's portfolio. The Fund invests primarily
in common stocks of medium and large  capitalization  U.S. companies (those with
market  capitalization's of $1 billion or more) that the Fund's adviser believes
are  undervalued  based on value  characteristics  such as lower  relative price
valuations,  above average  earnings per share growth and higher dividend yields
compared to the S&P 500 Index.  The  adviser  will sell a stock when it believes
that the stock is no longer  undervalued or when the fundamentals of the company
that affect revenue and profitability  have changed  significantly,  either in a
positive or negative direction.

Principal Risks of Investing in the Fund

o    Management Risk. The adviser's  value-oriented approach may fail to produce
     the intended results.

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

o    Market  Risk.  Overall  stock market risks may also affect the value of the
     Fund.  Factors  such as  domestic  economic  growth and market  conditions,
     interest rate levels, and political events affect the securities markets.

o    Volatility  Risk.  Common  stocks  tend  to be  more  volatile  than  other
     investment choices.

o    Value  Style  Risk.  The Fund  invests  in a style that  emphasizes  "value
     stocks." The market may not agree with the adviser's  determination  that a
     stock is  undervalued,  and the stock's  price may not increase to what the
     adviser believes is its full value. It may even decrease in value.

o    Portfolio  Turnover  Risk. The Fund's  investment  strategy may result in a
     high portfolio  turnover  rate. A high  portfolio  turnover would result in
     correspondingly greater brokerage commission expenses and may result in the
     distribution to shareholders of additional  capital gains for tax purposes.
     These factors may negatively affect the Fund's performance.

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

o    The Fund has limited  operating  history and neither the Fund's  investment
     manager nor the Fund's adviser has prior experience  managing the assets of
     a mutual fund.

o    The Fund is not a complete investment program.

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

Is    the Fund right for You? The Fund may be suitable for:

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

o    investors willing to accept price fluctuations in their investment

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

General

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

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

How the Fund has Performed

         The bar chart below shows the Fund's total return for the calendar year
ended  December  31,  2000.  The  performance  table  below shows how the Fund's
average  annual  total  returns  compare  over  time to those  of a  broad-based
securities  market  index.  Of  course,  the  Fund's  past  performance  is  not
necessarily an indication of its future performance.

(Total Return as of December 31)


      During the  period  shown,  the  highest  return for a quarter  was 10.56%
(third quarter, 2000); and the lowest return was -0.10% (first quarter, 2000).

Average Annual Total Returns for the periods ended 12/31/2000:

                                  One Year                   Since Inception1

The Fund                           26.41%                     28.42%
Russell 2000 Value Index           22.83%                     27.61%

1December 20, 1999.

                          FEES AND EXPENSES OF THE FUND

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

Shareholder Fees

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

Annual Fund Operating Expenses
 (expenses that are deducted from Fund assets)
Management Fee                                                       1.35%
Distribution and/or Service (12b-1) Fees                             NONE
Other Expenses                                                       0.01%
Total Annual Fund Operating Expenses                                 1.36%

Example:

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

         1 Year           3 Years          5 Years           10 Years

         $143             $444              $767              $1681

                                HOW TO BUY SHARES

Initial Purchase

      The  minimum  initial  investment  in the  Fund  is  $25,000  ($1,500  for
qualified retirement accounts and medical savings accounts).  Investors choosing
to purchase or redeem their shares through a broker/dealer or other  institution
may  be  charged  a fee  by  that  institution.  To the  extent  investments  of
individual  investors are aggregated into an omnibus  account  established by an
investment adviser, broker or other intermediary,  the account minimums apply to
the omnibus account, not to the account of the individual investor.

      By  Mail - To be in  proper  form,  your  initial  purchase  request  must
include:

o    a completed and signed investment  application form (which accompanies this
     Prospectus);

o    a check made payable to the Fund;

      Mail the application and check to:
<TABLE>
<S>                     <C>                                                     <C>

U.S. Mail:        Monteagle Value Fund                         Overnight:       Monteagle Value Fund
                  c/o Unified Fund Services, Inc.                               c/o Unified Fund Services, Inc.
                  P.O. Box 6110                                                 431 North Pennsylvania Street
                  Indianapolis, Indiana  46206-6110                             Indianapolis, Indiana  46204
</TABLE>

      By Wire

      You may also purchase shares of the Fund by wiring federal funds from your
bank,  which may  charge  you a fee for doing so. To wire  money,  you must call
Unified Fund Services, Inc., the Fund's transfer agent, at (800) 459-9084 to set
up your  account  and obtain an account  number.  You should be prepared at that
time to provide the information on the application. Then, provide your bank with
the following information for purposes of wiring your investment:

         Firstar Bank, N.A.
         ABA #0420-0001-3
         Attn: Monteagle Value Fund

         D.D.A.# 821637709
         Fund Name ____________________     (write in fund name)
         Account Name _________________     (write in shareholder name)
         For the Account # ______________   (write in account number)

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

Additional Investments

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

Automatic Investment Plan

      You may make regular investments in the Fund with an Automatic  Investment
Plan by  completing  the  appropriate  section of the  account  application  and
attaching a voided  personal  check.  Investments  may be made  monthly to allow
dollar-cost  averaging by  automatically  deducting  $250 or more from your bank
checking  account.  You may change the amount of your  monthly  purchase  at any
time.

Tax Sheltered Retirement Plans

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

How to Exchange Shares

      As a shareholder in the Fund, you may exchange shares valued at $25,000 or
more for shares of any other  Monteagle Fund. You may call the transfer agent at
(800)  459-9084 to  exchange  shares.  An  exchange  may also be made by written
request  signed by all  registered  owners of the account  mailed to the address
listed above.  Requests for exchanges  received prior to close of trading on the
New York Stock Exchange  (4:00 p.m.  Eastern Time) will be processed at the next
determined net asset value (NAV) as of the close of business on the same day.

      An exchange is made by selling  shares of one Fund and using the  proceeds
to buy  shares  of  another  Fund,  with the NAV for the  sale and the  purchase
calculated on the same day. An exchange  results in a sale of shares for federal
income tax purposes. If you make use of the exchange privilege,  you may realize
either a long term or short term capital gain or loss on the shares sold.

      Before making an exchange, you should consider the investment objective of
the Fund to be  purchased.  If your  exchange  creates a new  account,  you must
satisfy the  requirements of the Fund in which shares are being  purchased.  You
may make an  exchange  to a new account or an  existing  account;  however,  the
account ownership must be identical.  Exchanges may be made only in states where
an exchange  may legally be made.  The Funds  reserve the right to  terminate or
modify the exchange privilege at any time.

Other Purchase Information

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

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

                              HOW TO REDEEM SHARES

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

By Mail - You may  redeem  any part of your  account in the Fund at no charge by
mail. Your request should be addressed to:
<TABLE>
<S>                     <C>                                                     <C>

U.S. Mail:        Monteagle Value Fund                         Overnight:       Monteagle Value Fund
                  c/o Unified Fund Services, Inc.                               c/o Unified Fund Services, Inc.
                  P.O. Box 6110                                                 431 North Pennsylvania Street
                  Indianapolis, Indiana  46206-6110                             Indianapolis, Indiana  46204
</TABLE>

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

      Requests  to sell  shares  are  processed  at the  net  asset  value  next
calculated  after we receive  your order in proper  form.  To be in proper form,
your  request  must be  signed by all  registered  share  owner(s)  in the exact
name(s) and any  special  capacity  in which they are  registered.  The Fund may
require that  signatures  be  guaranteed  by a bank or member firm of a national
securities   exchange.   Signature   guarantees   are  for  the   protection  of
shareholders.  At the discretion of the Fund or Unified Fund Services, Inc., you
may  be  required  to  furnish  additional  legal  documents  to  insure  proper
authorization.

By  Telephone  - You may redeem any part of your  account in the Fund by calling
the  transfer  agent at (800)  459-9084.  You must first  complete  the Optional
Telephone  Redemption  and Exchange  section of the  investment  application  to
institute  this option.  The Fund,  the transfer agent and the custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

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

Additional  Information  - If you  are not  certain  of the  requirements  for a
redemption  please  call  the  transfer  agent at  (800)  459-9084.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary  weekend or holiday closing or under any emergency  circumstances,  as
determined  by the  Securities  and  Exchange  Commission,  the Fund may suspend
redemptions or postpone payment dates.

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

                        DETERMINATION OF NET ASSET VALUE

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

      The Fund's  assets are generally  valued at their market value.  If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued by the Fund's
adviser at their fair  value,  according  to  procedures  approved by the Fund's
Board of Trustees.  When determining fair value,  factors considered include the
type of security,  the nature of  restrictions  on  disposition of the security,
constant date of purchase,  information  as to any  transactions  or offers with
respect  to the  security,  existence  of  merger  proposals  or  lender  offers
affecting the security, price and extent of public trading in similar securities
of the issuer or comparable companies, and other relevant matters.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

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

Taxes

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

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

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

                             MANAGEMENT OF THE FUND

      Nashville Capital Corporation, 209 10th Avenue South, Suite 332, Nashville
TN 37203, serves as investment manager to the Fund. In this capacity,  Nashville
Capital 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  Fund,   although  the   investment   manager  has   delegated
responsibility for the selection and ongoing monitoring of the securities in the
Fund's investment portfolio to Robinson Investment Group, Inc. Nashville Capital
was formed in 1986 and, as of October 1, 2000,  managed assets of  approximately
$104 million for financial institutions.

      The Fund is authorized to pay the  investment  manager an annual fee equal
to 1.35% of net assets up to and including $25 million, 1.25% of net assets from
$25  million up to and  including  $50  million,  1.10% of net  assets  from $50
million up to and  including  $100  million,  and 1.00% of net assets  over $100
million.

      The  investment  manager  pays all of the  operating  expenses of the Fund
except  brokerage,  taxes,  borrowing costs, fees and expenses of non-interested
person trustees and extraordinary  expenses.  In this regard, it should be noted
that most investment companies pay their own operating expenses directly,  while
the Funds  expenses,  except those specified  above,  are paid by the investment
manager.  The  investment  manager  (not the  Fund)  may pay  certain  financial
institutions  (which may include banks,  brokers,  securities  dealers and other
industry professionals) a fee for providing distribution related services and/or
for performing certain administrative  servicing functions for Fund shareholders
to the extent these  institutions  are allowed to do so by  applicable  statute,
rule or regulation.

      The investment manager has retained Robinson  Investment Group, Inc., 5301
Virginia Way,  Suite 150,  Brentwood,  TN 37027,  to serve as the adviser to the
Fund.  The firm was founded in 1996 by Russell L.  Robinson  and, as of November
30,  2000  managed  assets of  approximately  $138.7  million  for  individuals,
financial institutions, pension plans, corporations and other business entities.
Mr. Robinson has been the President of Robinson  Investment Group since 1996. He
was the Director of Investment  Strategy of the  investment  manager,  Nashville
Capital  Corporation,  from  1990 to  1996.  Mr.  Robinson  has  been  primarily
responsible  for the  day-to-day  management  of the Fund  since its  inception.
Nashville Capital has agreed to pay Robinson 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.


<PAGE>


                              FINANCIAL HIGHLIGHTS

      The following  table is intended to help you better  understand the Fund's
financial   performance  since  its  inception.   Certain  information  reflects
financial  results for a single Fund share. The total returns represent the rate
you  would  have  earned  (or  lost)  on an  investment  in the  Fund,  assuming
reinvestment  of all  dividends and  distributions.  This  information  has been
audited by McCurdy & Associates CPA's, Inc., whose report, along with the Fund's
financial  statements,  are  included  in the  Fund's  annual  report,  which is
available upon request.

Financial Highlights for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000

Selected Per Share Data

Net asset value, beginning of period                    $  10.00
                                                   --------------
Income from investment operations
   Net investment income

                                                            0.06

   Net realized and unrealized gain
                                                            1.60

                                                   --------------
                                                   --------------
Total from investment operations
                                                            1.66

                                                   --------------
Less Distributions

   From net investment income                               0.00
   From net realized gain                                   0.00
                                                   --------------
                                                   --------------
Total Distributions                                         0.00
                                                   --------------
Net asset value, end of period                          $  11.66
                                                   ==============

Total Return (a)                                          16.60%

Ratios and Supplemental Data

Net assets, end of period (000)                         $ 19,734
Ratio of expenses to average net assets                    1.36% (b)
Ratio of net investment income to
   average net assets                                      0.77% (b)
Portfolio turnover rate                                  375.67% (b)

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


<PAGE>



                              FOR MORE INFORMATION

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

      Call the Fund at (800)  459-9084 to request free copies of the SAI and the
Fund's annual and semi-annual  reports,  to request other  information about the
Fund and to make shareholder inquiries.

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

Investment Company Act #811-09541



<PAGE>



                            AmeriPrime Advisors Trust

                        Monteagle Opportunity Growth Fund

                              Monteagle Value Fund

                            Monteagle Large Cap Fund

                           Monteagle Fixed Income Fund

                       STATEMENT OF ADDITIONAL INFORMATION

                                 January 1, 2001

      This Statement of Additional  Information ("SAI") is not a prospectus.  It
should be read in conjunction with the Prospectuses of the Monteagle Funds dated
January 1, 2001. This SAI  incorporates by reference the Funds' Annual Report to
Shareholders for the fiscal year ended August 31, 2000 ("Annual Report"). A free
copy of the  Prospectuses  or Annual  Report  can be  obtained  by  writing  the
Transfer Agent at 431 North Pennsylvania Street, Indianapolis, Indiana 46204, or
by calling 1-800-441-6978.

TABLE OF CONTENTS                                                           PAGE

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

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

INVESTMENT LIMITATIONS........................................................10

THE INVESTMENT MANAGER AND ADVISERS ..........................................12

TRUSTEES AND OFFICERS.........................................................14

PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................15

DETERMINATION OF SHARE PRICE..................................................17

INVESTMENT PERFORMANCE........................................................17

CUSTODIAN.....................................................................19

FUND SERVICES.................................................................19

ACCOUNTANTS...................................................................20

DISTRIBUTOR...................................................................20

FINANCIAL STATEMENTS..........................................................20





<PAGE>



DESCRIPTION OF THE TRUST AND THE FUND

      The Monteagle  Opportunity  Growth Fund,  Monteagle Value Fund,  Monteagle
Large  Cap  Fund  and  the  Monteagle  Fixed  Income  Fund  (each  a  "Fund"  or
collectively, the "Funds") were organized as series of AmeriPrime Advisors Trust
(the "Trust") on August 3, 1999. The Monteagle  Value Fund, the Monteagle  Fixed
Income Fund and the  Monteagle  Large Cap Fund are  diversified.  The  Monteagle
Opportunity Growth Fund is non-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  authorized by the Trustees.  The  investment  manager to each Fund is
Nashville Capital Corporation (the "Manager").  The Monteagle Opportunity Growth
Fund,  Monteagle Value Fund and Monteagle Fixed Income Fund commenced operations
on December 20, 1999.  The  Monteagle  Large Cap Fund  commenced  operations  on
January 18, 2000.

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

      Prior  to  the  public  offering  of  the  Funds,   AmeriPrime   Financial
Securities,  Inc.,  1793 Kingswood  Drive,  Suite 200,  Southlake,  Texas 76092,
purchased  all of the  outstanding  shares  of the  Funds  and may be  deemed to
control  the  Funds.  As  the  controlling  shareholder,   AmeriPrime  Financial
Securities,  Inc,  could  control the outcome of any  proposal  submitted to the
shareholders for approval, including changes to a Fund's fundamental policies or
the  terms of the  management  agreement  with the  Manager.  After  the  public
offering commences, it is anticipated that AmeriPrime Financial Securities, Inc.
will no longer control the Funds.

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

      As  of  December  19,  2000,  the  following  persons  may  be  deemed  to
beneficially own five percent (5%) or more of the Monteagle  Opportunity  Growth
Fund: FAMCO, Post Office Box 1148, Columbia, Tennessee 38402 - 99.96%.

      As  of  December  19,  2000,  the  following  persons  may  be  deemed  to
beneficially  own five percent (5%) or more of the Monteagle Value Fund:  FAMCO,
Post Office Box 1148, Columbia, Tennessee 38402 - 100.00%.

      As  of  December  19,  2000,  the  following  persons  may  be  deemed  to
beneficially  own five  percent  (5%) or more of the  Monteagle  Large Cap Fund:
FAMCO, Post Office Box 1148, Columbia, Tennessee 38402 - 100.00%.

      As  of  December  19,  2000,  the  following  persons  may  be  deemed  to
beneficially  own five percent (5%) or more of the Monteagle  Fixed Income Fund:
FAMCO, Post Office Box 1148, Columbia, Tennessee 38402 - 100.00%.

      As  of  December  19,  FAMCO  may  be  deemed  to  control  the  Monteagle
Opportunity  Growth Fund,  Monteagle  Value Fund,  Monteagle  Large Cap Fund and
Monteagle  Fixed  Income  Fund as a result of its  beneficial  ownership  of the
shares of the Funds. As controlling shareholder, it would control the outcome of
any proposal submitted to the shareholders for approval,  including changes to a
Fund's  fundamental  policies  or the  terms  of the  management  agreement  and
sub-advisory agreement with the Manager and each Fund's advisor.

      As of December 19, 2000, the officers and trustees as a group beneficially
owned less than 1% of the Funds.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>



INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>



THE INVESTMENT MANAGER AND ADVISERS

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

      Under the terms of the management agreement (the "Agreement"), the 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,  taxes,  borrowing costs
(such as (a) interest and (b) dividend  expense on securities sold short),  fees
and  expenses  of  the  non-interested  person  trustees,   12b-1  expenses  and
extraordinary   expenses.  As  compensation  for  its  management  services  and
agreement to pay each Fund's expenses, each Fund is obligated to pay the Manager
a fee (based on average  daily net assets)  computed and accrued  daily and paid
monthly at the following annual rates:
<TABLE>
<S>                         <C>                      <C>                   <C>

ASSETS                                                OPPORTUNITY             VALUE             FIXED              LARGE
------                                                -----------             -----             -----              -----
                                                      GROWTH                                    INCOME             CAP
                                                      ------                                    ------             ---
Up to and including $25 million                       1.35%                   1.35%             1.15%              1.25%
From $25 million up to and including                  1.30%                   1.25%             1.10%              1.13%
From $50 million up to and including                  1.18%                   1.10%             0.97%              1.00%
Over $100 million                                     1.10%                   1.00%             0.90%              0.95%
</TABLE>

      For the period  December 20, 1999  (commencement  of  operations)  through
August 31, 2000,  the  Monteagle  Opportunity  Growth Fund paid advisory fees of
$710,649.  For the period December 20, 1999 (commencement of operations) through
August 31, 2000,  the Monteagle  Value Fund paid advisory fees of $171,994.  For
the period  December 20, 1999  (commencement  of operations)  through August 31,
2000,  the Monteagle  Fixed Income Fund paid advisory fees of $235,276.  For the
period January 18, 2000  (commencement  of operations)  through August 31, 2000,
the Monteagle Large Cap Fund paid advisory fees of $47,040.

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

      The Manager will pay First Farmers & Merchants  National Bank of Columbia,
Tennessee ("First Farmers") a fee for assisting the Manager in providing certain
supportive  administrative  services to the Funds. The fee for each Fund will be
at an annual  rate of 0.10% of the Fund's  assets up to $50  million,  0.085% of
such assets from $50  million up to $100  million,  and 0.075% of such assets in
excess of $100 million.

      The Manager may make  payments  to banks or other  financial  institutions
that provide  shareholder  services and  administer  shareholder  accounts.  The
Manager will pay First Farmers a shareholder servicing fee equal to 0.05% of the
assets in each Fund to which First  Farmers  provides such  services.  Banks may
charge their customers fees for offering these services to the extent  permitted
by  applicable  regulatory   authorities,   and  the  overall  return  to  those
shareholders  availing  themselves  of the bank  services  will be lower than to
those  shareholders  who do not.  The  Funds  may  from  time  to time  purchase
securities  issued by banks which provide such services;  however,  in selecting
investments for the Fund, no preference will be shown for such securities.

      The  Advisers.   T.H.  Fitzgerald,   Jr.  (d/b/a  T.H.  Fitzgerald  &  Co.
("Fitzgerald")  is the adviser to the Monteagle  Opportunity  Growth Fund. Under
the terms of the advisory  agreement,  Fitgerald receives a fee from the Manager
computed and accrued  daily and paid monthly  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. Robinson Investment Group, Inc. ("Robinson") is the adviser
to the Monteagle Value Fund. Under the advisory  agreement,  Robinson receives a
fee from the Manager  computed  and accrued  daily and paid monthly at an annual
rate 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. Howe and Rushling,
Inc.  ("H&R") is the adviser to the  Monteagle  Large Cap Fund and the Monteagle
Fixed Income Fund. Under the terms of the advisory agreement, H&R receives a fee
from the Manager for the Monteagle Large Cap Fund computed and accrued daily and
paid monthly at an annual rate 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.  H&R receives a fee from the Manager for the  Monteagle
Fixed Income Fund  computed and accrued daily and paid monthly at an annual rate
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.

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


<PAGE>



TRUSTEES AND OFFICERS

      The Board of Trustees supervises the business activities of the Trust. The
names of the Trustees and executive  officers of the Trust are shown below. Each
Trustee who is an "interested person" of the Trust, as defined in the Investment
Company Act of 1940, is indicated by an asterisk.
<TABLE>
<S>                     <C>                      <C>                        <C>

==================================== ================ ======================================================================
Name, Age and Address                Position                        Principal Occupations During Past 5 Years
------------------------------------ ---------------- ----------------------------------------------------------------------
*Kenneth D. Trumpfheller             President,       Managing Director of Unified Fund Services, Inc., the Fund's
1793 Kingswood Drive                 Secretary and    transfer agent, fund accountant and administrator, since October
Suite 200                            Trustee          2000.  President, Treasurer and Secretary of AmeriPrime Financial
Southlake, Texas  76092                               Services, Inc., a fund administrator, (which merged with Unified
Year of Birth:  1958                                  Fund Services, Inc.) from 1994 through October 2000.  President,
                                                      Treasurer and Secretary of AmeriPrime       Financial
                                                      Securities,    Inc.,   the Fund's  distributor,  from
                                                      1994   through    November 2000;     President    and
                                                      Trustee   of    AmeriPrime Advisors     Trust     and
                                                      AmeriPrime Insurance Trust.

------------------------------------ ---------------- ----------------------------------------------------------------------
*Robert A. Chopyak                   Treasurer and    Assistant Vice-President of Financial Administration of Unified Fund
------------------------------------ ---------------- ----------------------------------------------------------------------
Mark W. Muller                       Trustee          Account Manager for CMS Hartzell, a manufacturer, from April 2000 to
------------------------------------ ---------------- ----------------------------------------------------------------------
Richard J. Wright, Jr.               Trustee          Various positions with Texas Instruments, a technology company,
8505 Forest Lane                                      since 1995, including the following: Program Manager for
MS 8672                                               Semi-Conductor Business Opportunity Management System, 1998 to
Dallas, Texas 75243                                   present; Development Manager for web-based interface, 1999 to
Year of Birth:  1962                                  present; Systems Manager for Semi-Conductor Business Opportunity
                                                      Management System, 1997 to 1998;  Development Manager
                                                      for  Acquisition  Manager, 1996-1997;      Operations
                                                      Manager  for   Procurement Systems, 1994-1997.

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

</TABLE>


<PAGE>



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

=============================== ======================= ========================
                                Aggregate               Total Compensation
                                Compensation from Trust (the Trust is
Name                            From Trust              not in a Fund Complex)
------------------------------- ----------------------- ------------------------
Kenneth D. Trumpfheller                  0                         0
------------------------------- ----------------------- ------------------------
Mark W. Muller                        $5,625                     $5,625
------------------------------- ----------------------- ------------------------
Richard J. Wright                     $5,625                     $5,625
=============================== ======================= ========================

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

      Research services include supplemental  research,  securities and economic
analyses,  statistical services and information with respect to the availability
of securities  or  purchasers  or sellers of securities  and analyses of reports
concerning  performance of accounts. The research services and other information
furnished by brokers through whom the Funds effect  securities  transactions may
also  be  used by the  Adviser  in  servicing  all of its  accounts.  Similarly,
research and  information  provided by brokers or dealers  serving other clients
may be useful to the  Manager  in  connection  with its  services  to the Funds.
Although research services and other information are useful to the Funds and the
Adviser,  it is not  possible to place a dollar  value on the research and other
information received. It is the opinion of the Board of Trustees and the Manager
that the review and study of the research and other  information will not reduce
the overall cost to the Manager of performing  its duties to the Funds under the
Agreement.   Due  to  research  services  provided  by  brokers,  the  Monteagle
Opportunity  Growth  Fund  directed  to  brokers  $575,348,801.76  of  brokerage
transactions (on which  commissions were $412,499.82  during the period December
20, 1999  (commencement of operations)  through August 31, 2000. Due to research
services  provided  by brokers,  the  Monteagle  Value Fund  directed to brokers
$198,601 of brokerage  transactions  (on which  commissions were $198,601 during
the period  December 20, 1999  (commencement  of operations)  through August 31,
2000. Due to research services  provided by brokers,  the Monteagle Fixed Income
Fund directed to brokers $0 of brokerage transactions (on which commissions were
$0 during the period  December 20, 1999  (commencement  of  operations)  through
August 31, 2000.  Due to research  services  provided by brokers,  the Monteagle
Large Cap Fund directed to brokers  $15,741,773.41 of brokerage transactions (on
which   commissions   were  $14,569.80   during  the  period  January  18,  2000
(commencement of operations) through August 31, 2000.

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

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

      When a Fund and another of the Manager 's clients seek to purchase or sell
the same  security  at or about the same  time,  the  Manager  may  execute  the
transaction on a combined  ("blocked") basis.  Blocked  transactions can produce
better  execution  for the  Portfolios  because of the  increased  volume of the
transaction. If the entire blocked order is not filled, the Portfolio may not be
able to  acquire as large a position  in such  security  as it desires or it may
have to pay a higher price for the security. Similarly, the Portfolio may not be
able to obtain as large an  execution of an order to sell or as high a price for
any particular  portfolio  security if the other client desires to sell the same
portfolio  security at the same time. In the event that the entire blocked order
is not filled,  the  purchase or sale will  normally be  allocated on a pro rata
basis.  The allocation may be adjusted by the Manager,  taking into account such
factors as the size of the individual  orders and  transaction  costs,  when the
Manager  believes an adjustment is reasonable.  For the period December 20, 1999
(commencement of operations) through August 31, 2000, the Monteagle  Opportunity
Growth Fund paid brokerage commissions of $412,500.  For the period December 20,
1999  (commencement of operations)  through August 31, 2000, the Monteagle Value
Fund paid brokerage  commissions of $198,601.  For the period  December 20, 1999
(commencement of operations) through August 31, 2000, the Monteagle Fixed Income
Fund  paid  brokerage  commissions  of $0.  For  the  period  January  18,  2000
(commencement  of operations)  through August 31, 2000, the Monteagle  Large Cap
Fund paid brokerage commissions of $14,570.

      The Trust, the Manager,  the advisers and the Funds' distributor have each
adopted a Code of Ethics (the "Code") under Rule 17j-1 of the Investment Company
Act of 1940.  The  personnel  subject  to the Code are  permitted  to  invest in
securities,  including securities that may be purchased or held by the Fund. You
may obtain a copy of the Code from the Securities and Exchange Commission.


<PAGE>



DETERMINATION OF SHARE PRICE

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

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

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

INVESTMENT PERFORMANCE

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

                                         P(1+T)n=ERV

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

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

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

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

      Solely for the purpose of computing  yield,  dividend income is recognized
by accruing 1/360 of the stated  dividend rate of the security each day that the
Fund owns the  security.  Generally,  interest  earned  (for the  purpose of "a"
above) on debt  obligations is computed by reference to the yield to maturity of
each  obligation  held based on the market  value of the  obligation  (including
actual accrued interest) at the close of business on the last business day prior
to the start of the  30-day  (or one  month)  period  for  which  yield is being
calculated,  or, with respect to  obligations  purchased  during the month,  the
purchase price (plus actual accrued interest).  With respect to the treatment of
discount and premium on mortgage or other  receivable-backed  obligations  which
are expected to be subject to monthly  paydowns of principal and interest,  gain
or loss  attributable to actual monthly paydowns is accounted for as an increase
or decrease to interest  income during the period and discount or premium on the
remaining security is not amortized. The Monteagle Fixed Income Fund's yield for
the one month period ended August 31, 2000 was 6.42%.

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

      Each  Fund's  investment  performance  will  vary  depending  upon  market
conditions,  the composition of that Fund's portfolio and operating  expenses of
that Fund.  These  factors  and  possible  differences  in the  methods and time
periods used in calculating  non-standardized  investment  performance should be
considered when comparing each Fund's  performance to those of other  investment
companies  or  investment  vehicles.  The  risks  associated  with  each  Fund's
investment objective,  policies and techniques should also be considered. At any
time in the  future,  investment  performance  may be higher or lower  than past
performance,  and there can be no assurance that any performance  will continue.
For the period December 20, 1999 (commencement of operations) through August 31,
2000,  the Monteagle  Opportunity  Growth Fund's average annual total return was
12.10%.  For the period December 20, 1999  (commencement of operations)  through
August 31, 2000,  the  Monteagle  Value Fund's  average  annual total return was
16.60%.  For the period December 20, 1999  (commencement of operations)  through
August 31, 2000,  the Monteagle  Fixed Income Fund's average annual total return
was 4.54%. For the period January 18, 2000 (commencement of operations)  through
August 31, 2000, the Monteagle  Large Cap Fund's average annual total return was
-0.80%.

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

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

CUSTODIAN

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

FUND SERVICES

      Unified Fund Services,  Inc.  ("Unified"),  431 North Pennsylvania Street,
Indianapolis,  Indiana  46204,  acts as the Funds'  transfer  agent and, in such
capacity,   maintains  the  records  of  each  shareholder's  account,   answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of the Funds' shares,  acts as dividend and distribution  disbursing
agent and performs  other  transfer  agent and  shareholder  service  functions.
Unified  receives  a  monthly  fee from the  Manager  of $1.20  per  shareholder
(subject to a minimum  monthly fee of $900 per Fund) for these  transfer  agency
services.

      In addition,  Unified  provides the Funds with fund  accounting  services,
which   includes   certain   monthly   reports,    record-keeping    and   other
management-related  services.  For  its  services  as fund  accountant,  Unified
receives an annual fee from the Manager  equal to 0.0275% of each Fund's  assets
up to $100  million,  0.0250% of each Fund's  assets  from $100  million to $300
million, and 0.0200% of each Fund's assets over $300 million (subject to various
monthly  minimum  fees,  the maximum being $2,100 per month for assets of $20 to
$100 million).  For the period  December 20, 1999  (commencement  of operations)
through August 31, 2000,  Unified received $17,961 from the Manager on behalf of
the Monteagle  Opportunity  Growth Fund for these accounting  services.  For the
period December 20, 1999  (commencement of operations)  through August 31, 2000,
Unified  received $15,102 from the Manager on behalf of the Monteagle Value Fund
for these accounting services. For the period December 20, 1999 (commencement of
operations)  through August 31, 2000,  Unified received $17,319 from the Manager
on behalf of the Monteagle Fixed Income Fund for these accounting services.  For
the period  January 18, 2000  (commencement  of  operations)  through August 31,
2000,  Unified received $8,205 from the Manager on behalf of the Monteagle Large
Cap Fund for these accounting services.

      Unified also provides the Funds with  administrative  services,  including
all  regulatory   reporting  and  necessary  office  equipment,   personnel  and
facilities.  Unified  receives a monthly fee from the Manager equal to an annual
rate of 0.10% of each Fund's  assets  under $50  million,  0.075% of each Fund's
assets from $50 million to $100  million,  and 0.050% of each Fund's assets over
$100  million  (subject to a minimum  fee of $2,500 per  month).  For the period
December 20, 1999 (commencement of operations)  through August 31, 2000, Unified
received $8,807 from the Manager on behalf of the Monteagle  Opportunity  Growth
Fund for  these  administrative  services.  For the  period  December  20,  1999
(commencement of operations)  through August 31, 2000,  Unified received $0 from
the  Manager  on behalf of the  Monteagle  Value  Fund for these  administrative
services.  For the period December 20, 1999 (commencement of operations) through
August 31, 2000, Unified received $0 from the Manager on behalf of the Monteagle
Fixed Income Fund for these administrative  services. For the period January 18,
2000  (commencement of operations)  through August 31, 2000, Unified received $0
from  the  Manager  on  behalf  of  the  Monteagle  Large  Cap  Fund  for  these
administrative services.

ACCOUNTANTS

      The  firm of  McCurdy  &  Associates  CPA's,  Inc.,  27955  Clemens  Road,
Westlake,  Ohio 44145, has been selected as independent  public  accountants for
the Trust for the fiscal  year  ending  August 31,  2001.  McCurdy &  Associates
performs  an annual  audit of each  Fund's  financial  statements  and  provides
financial, tax and accounting consulting services as requested.

DISTRIBUTOR

      Unified  Financial  Securities,   Inc.,  431  North  Pennsylvania  Street,
Indianapolis,  Indiana 46204 (the  "Distributor"),  is the  exclusive  agent for
distribution  of shares of the Funds.  Kenneth D.  Trumpfheller,  a Trustee  and
officer of the Trust, may be deemed to be an affiliate of the  Distributor.  The
Distributor is obligated to sell the shares of the Funds on a best efforts basis
only against purchase orders for the shares.  Shares of the Funds are offered to
the public on a continuous  basis. The Distributor and Unified are controlled by
Unified Financial Services, Inc.

FINANCIAL STATEMENTS

      The financial  statements and independent  auditors' report required to be
included in the Statement of Additional  Information are hereby  incorporated by
reference to the Funds' Annual Report to the  shareholders  for the period ended
August 31, 2000.  The Trust will  provide the Annual  Report  without  charge by
calling the Fund at (800) 441-6978.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission