AMERIPRIME ADVISORS TRUST
N-30D/A, 2001-01-16
Previous: AMERIPRIME ADVISORS TRUST, 497, 2001-01-16
Next: CROSSROADS SYSTEMS INC, 10-K, 2001-01-16



ANNUAL SHAREHOLDER LETTER

MONTEAGLE FIXED INCOME FUND                                            FALL 2000

DEAR SHAREHOLDER,

As the new millennium  begins a new era in history,  so does the Monteagle Fixed
Income Fund signal the start of a new fund for intermediate-term bond investors.
Both events have brought forth great expectations.

As we began the year, the concern for most bond investors was the possibility of
increasing  inflation in the economy.  The Federal Reserve Board had been paying
close attention to the seemingly, never-ending robust economy resulting in tight
labor markets and the potential  for higher wages and prices.  In response,  the
Federal Open Market Committee raised short-term interest rates three times since
the beginning of 2000. The last raise coming in May has likely  signaled the end
of Fed  tightening,  but  maintained  the  bias  the Fed  has had for  combating
inflation.

Bond prices in the  intermediate  and long-term  markets acted positively to the
last Fed  increase.  The bond market  took  comfort in the fact that the Fed had
acted aggressively to avert a potential  inflationary  spiral.  Most bond market
participants  correctly  perceived that the Fed was probably done tightening for
2000  and  no  further  action  would  be  taken  pending  the  outcome  of  the
Presidential election in the fall.

Prior to the last Fed rate increase our proprietary bond market model (the "BMW"
or Bond Market Watch) signaled a potential for lower interest rates. As interest
rates fall bond prices rise,  with  intermediate  and  long-term  bonds  usually
rising  higher in price than  shorter  maturities.  We acted upon this signal by
lengthening  our average  maturity in the  portfolio  to take  advantage of this
anticipated  interest  rate  drop.  This  strategy  proved  very  beneficial  to
investors in the Fund.  Intermediate-term  interest  rates have come down nearly
100 basis points since the beginning of the year.

The Fund also took advantage of wider interest rate or yield differences between
the  Treasury  bond  market  and the  corporate  bond  market.  This  yield rate
difference,  known as the "spread," caused high-grade corporate bonds to be more
attractive on a total return basis than other bond market sectors.

Two factors will likely cause some market volatility in the near future.  First,
the outcome of the election, which may have long-term economic consequences; and
second, the rise in world petroleum prices, which eventually work their way into
the  world's  economies.  As we take  steps to keep  portfolio  volatility  at a
moderate  level,  we are  confident  in our ability and tools used to manage the
Fund for the intermediate-term fixed income investor.

 Date         LB Int Gvt./Credit      Monteagle Fixed Income
                 Index - $10,487        - $10,454

     12/20/99        10,000.00        10,000.00
     12/31/99         9,967.00         9,976.25
      1/31/00         9,930.12         9,929.74
      2/29/00        10,011.55        10,004.40
      3/31/00        10,115.67        10,109.70
      4/28/00        10,092.40        10,085.23
      5/31/00        10,108.55        10,058.92
      6/30/00        10,286.46        10,240.10
      7/31/00        10,364.64        10,323.22
      8/31/00        10,486.94        10,453.73

THIS  GRAPH,  PREPARED  IN  ACCORDANCE  WITH  SEC  REGULATIONS,
COMPARES  A $10,000  INVESTMENT  IN THE FUND WITH A  SIMILAR  INVESTMENT  IN THE
UNMANAGED LEHMAN BROTHERS  INTERMEDIATE  TERM GVT./CREDIT BOND INDEX ON DECEMBER
20, 1999 HELD THROUGH AUGUST 31, 2000.  RESULTS FOR THE FUND AND LEHMAN BROTHERS
INTERMEDIATE  TERM  GOV./CREDIT  BOND INDEX INCLUDE THE REINVESTMENT OF DIVIDEND
AND CAPITAL GAIN DISTRIBUTIONS IF ANY. THE FUND'S PERFORMANCE IS AFTER ALL FEES.
THE INDEX DOES NOT HAVE ANY FEES.  INVESTMENT  RETURNS AND PRINCIPAL VALUE OF AN
INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S  SHARES,  WHEN REDEEMED,  MAY BE
WORTH  MORE OR LESS THAN THEIR  ORIGINAL  COST.  TOTAL  RETURN  REPRESENTS  PAST
PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

<TABLE>
<CAPTION>

                                            PERFORMANCE
<S>                               <C>                                   <C>

                                       Six Month                        Total Return Since
                                                                            Inception

                                   2/29/00 - 8/31/00                    12/20/99 -8/31/00
                                   -----------------                    -----------------
MONTEAGLE FIXED INCOME                   4.49%                                4.54%
FUND

LB IT Gvt./Credit TR                     4.75%                                4.87%
</TABLE>

Sincerely,

HOWE AND RUSLING

Thomas G. Rusling
President

MONTEAGLE LARGE-CAP FUND                                               FALL 2000

DEAR SHAREHOLDER,

The three main  factors  that have driven the bull market over the past  several
years have been low inflation,  strong  earnings  growth,  and an  accommodative
Federal Reserve. Two of those factors are no longer present. Monetary policy has
become more restrictive, which has caused a slowdown in earnings growth.

The net  result  has  been  the  most  difficult  equity  markets  in a  decade.
Technology stocks have been particularly hard hit with NASDAQ falling as much as
40% from its high, a bear market by any  definition.  Internet stocks were quite
simply a disaster with many of the stocks falling over 80% from their highs.

Fortunately,  we had taken some protective measures that mitigated the effect of
the decline in tech stocks.  First, we completely avoided the speculation in the
"dot.coms"  (now  redubbed  the  "dot.bombs").  This was  simply a  function  of
following our  discipline  of investing in companies  with  consistent  earnings
growth selling at reasonable valuations.

In addition,  our discipline  indicated that the valuation of technology stocks,
particularly  compared to their "old economy"  brethren,  had become excessively
high. As a result, we  systematically  reduced our holdings in technology stocks
throughout  the late  winter  and early  spring.  We  currently  have the lowest
exposure in technology stocks that we have had in several years.

This  leaves us in an  excellent  position  to take  advantage  of  increasingly
attractive  valuations in tech stocks.  We still believe that  technology is the
growth engine for the economy and the best place for growth investors over time.
Over the next several  months we  anticipate  taking  advantage of the wonderful
opportunities the technology sell off has created.

Date          S&P 500 Index        Monteagle Large-Cap Fund
                 - $10,410          - $9,920

      1/18/00     10,000.00        10,000.00
      1/31/00      9,497.63         9,390.00
      2/29/00      9,318.02         9,430.00
      3/31/00     10,229.02         9,860.00
      4/28/00      9,921.39         9,630.00
      5/31/00      9,717.72         9,390.00
      6/30/00      9,957.32         9,430.00
      7/31/00      9,801.41         9,640.00
      8/31/00     10,409.87         9,920.00

THIS GRAPH,  PREPARED IN  ACCORDANCE  WITH SEC  REGULATIONS,  COMPARES A $10,000
INVESTMENT IN THE FUND WITH A SIMILAR  INVESTMENT IN THE UNMANAGED S&P 500 INDEX
ON JANUARY 18, 2000 HELD THROUGH  AUGUST 31, 2000.  RESULTS FOR THE FUND AND S&P
500 INDEX INCLUDE THE REINVESTMENT OF DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IF
ANY. THE FUND'S PERFORMANCE IS AFTER ALL FEES. THE INDEX DOES NOT HAVE ANY FEES.
INVESTMENT  RETURNS AND PRINCIPAL  VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT
AN  INVESTOR'S  SHARES,  WHEN  REDEEMED,  MAY BE WORTH  MORE OR LESS THAN  THEIR
ORIGINAL COST. TOTAL RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF
FUTURE RESULTS.

<TABLE>
<CAPTION>

                                            PERFORMANCE
<S>                                <C>                                  <C>

                                       Six Month                        Total Return Since
                                                                            Inception

                                   2/29/00 - 8/31/00                     1/18/00 -8/31/00
                                   -----------------                     ----------------
MONTEAGLE LARGE-CAP FUND                 5.20%                               (0.80)%
S&P 500 Index                            11.72%                               4.10%
</TABLE>

Sincerely,

HOWE AND RUSLING

Thomas G. Rusling
President

MONTEAGLE OPPORTUNITY GROWTH FUND                                      FALL 2000

DEAR SHAREHOLDER,

 Date         S&P 500 Index     Monteagle Opportunity Growth Fund
               - $11,023         - $11,210

     12/20/99     10,000.00      10,000.00
     12/31/99     10,588.60      11,360.00
      1/31/00     10,056.66      11,400.00
      2/29/00      9,866.48      17,100.00
      3/31/00     10,831.10      13,710.00
      4/28/00     10,505.36      11,300.00
      5/31/00     10,289.70       9,270.00
      6/30/00     10,543.41      10,010.00
      7/31/00     10,378.32       9,480.00
      8/31/00     11,022.59      11,210.00

THIS GRAPH,  PREPARED IN  ACCORDANCE  WITH SEC  REGULATIONS,  COMPARES A $10,000
INVESTMENT IN THE FUND WITH A SIMILAR  INVESTMENT IN THE UNMANAGED S&P 500 INDEX
ON DECEMBER  20,1999 HELD THROUGH AUGUST 31, 2000.  RESULTS FOR THE FUND AND S&P
500 INDEX INCLUDE THE REINVESTMENT OF DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS IF
ANY. THE FUND'S PERFORMANCE IS AFTER ALL FEES. THE INDEX DOES NOT HAVE ANY FEES.
INVESTMENT  RETURNS AND PRINCIPAL  VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT
AN  INVESTOR'S  SHARES,  WHEN  REDEEMED,  MAY BE WORTH  MORE OR LESS THAN  THEIR
ORIGINAL COST. TOTAL RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF
FUTURE RESULTS.

<TABLE>
<CAPTION>

                                            PERFORMANCE
<S>                                <C>                                  <C>

                                       Six Month                        Total Return Since
                                                                            Inception

                                   2/29/00 - 8/31/00                    12/20/00 -8/31/00
                                   -----------------                    -----------------
  MONTEAGLE OPPORTUNITY                 (34.44)%                              12.10%
       GROWTH FUND

      S&P 500 Index                      11.72%                               10.23%
</TABLE>


Bears had the run of Wall  Street for yet another  quarter as investor  concerns
about  skyrocketing  energy prices,  rising interest rates, and global inflation
unsettled the markets.

The deflated "wealth effect,"  punctured by a collapsing stock market,  where an
estimated 60% of U.S.  households are investors,  has signified  possibly larger
problems for retailers as six interest rate  increases,  and the oil price surge
are beginning to curb spending.

By most  estimates,  according  to the The Wall Street  Journal,  the economy is
"downshifting,"  and  with  it  has  come  a  flood  of  disappointing  earnings
pre-announcements.  Not to be caught  napping in this clearly  hostile  earnings
environment,  the NASDAQ composite index plunged 12.7% in September.  It was the
worst September in this index's 29-year history as the market dismantled some of
the  most  visible  names  in  corporate  America  -- a  true-life  "Ride of the
Valkyries".

It is becoming  clearer to investors that the second-half  boom forecast by most
analysts will not materialize.  The debate, today, is whether the bull market is
over, or merely  pausing,  before it resumes  growth at a more moderate pace. By
most  estimates,  technology  stocks will  continue to show the most  consistent
earnings and revenue growth and will lead the market, even in a period of slower
economic  growth.  It is the  direction  of this  leadership,  up or down,  that
remains to be seen.

As of October 31, 2000, the Monteagle  Opportunity Growth Fund is hedged on that
question  with about 12% of the  portfolio  held in  technology  stocks,  20% in
energy stocks,  and 21% in  drug/healthcare  stocks. The Fund holds about 47% in
cash or cash equivalents.

Sincerely,


T.H. Fitzgerald, Jr.


MONTEAGLE VALUE FUND                                                   Fall 2000

DEAR SHAREHOLDER,

We are pleased to report a successful  inaugural year ending August 31, 2000 for
the Monteagle Value Fund. In the past twelve months,  the financial markets have
endured an extremely  volatile period.  Markets soared  throughout 1999 and into
early 2000 before higher short-term  interest rates halted the market's climb in
mid-March.

The Dow Jones  Industrial  Average and the NASDAQ  have fallen  4.57% and 17.20%
respectively  through  October 31, 2000,  yet the  twelve-month  returns  remain
positive at +4.61% and 13.74% respectively.  The markets reached the speculative
phase in 1999 and  continued  on that track until excess  liquidity  dried up in
March 2000.

Since its inception on December 20, 1999 registration  date, the Monteagle Value
Fund's  price has risen  from  $10.00 to its  October  31,  2000 price of $11.93
returning  +19.3% for that period of time.  For the same period of time, the Dow
Jones Industrial Average and the NASDAQ are down 0.32% and 10.82%  respectively.
The Fund  currently  trades at 14.62 times 2000  earnings  and has an  estimated
yield of 2.2%.

 Date        Russell 2000 Value Monteagle Value Fund
               Index - $11,978   - $11,660
     12/20/99     10,000.00     10,000.00
     12/31/99     10,482.75     10,250.00
      1/31/00     10,208.61      9,930.00
      2/29/00     10,832.56      9,240.00
      3/31/00     10,883.36     10,240.00
      4/28/00     10,947.76     10,200.00
      5/31/00     10,780.72     10,600.00
      6/30/00     11,095.72     10,610.00
      7/31/00     11,465.42     10,760.00
      8/31/00     11,978.01     11,660.00

THIS GRAPH,  PREPARED IN  ACCORDANCE  WITH SEC  REGULATIONS,  COMPARES A $10,000
INVESTMENT IN THE FUND WITH A SIMILAR  INVESTMENT IN THE UNMANAGED  RUSSELL 2000
VALUE INDEX ON DECEMBER 20, 1999 HELD THROUGH  AUGUST 31, 2000.  RESULTS FOR THE
FUND AND RUSSELL  2000 VALUE  INDEX  INCLUDE THE  REINVESTMENT  OF DIVIDEND  AND
CAPITAL GAIN DISTRIBUTIONS IF ANY. THE FUND'S PERFORMANCE IS AFTER ALL FEES. THE
INDEX  DOES NOT HAVE ANY FEES.  INVESTMENT  RETURNS  AND  PRINCIPAL  VALUE OF AN
INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S  SHARES,  WHEN REDEEMED,  MAY BE
WORTH  MORE OR LESS THAN THEIR  ORIGINAL  COST.  TOTAL  RETURN  REPRESENTS  PAST
PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.
<TABLE>
<CAPTION>

                                            PERFORMANCE
<S>                                <C>                                 <C>
                                       Six Month                        Total Return Since
                                                                            Inception

                                   2/29/00 - 8/31/00                    12/20/00 -8/31/00
                                   -----------------                    -----------------
MONTEAGLE VALUE FUND                     26.19%                               16.60%
Russell 2000 Value Index                 10.57%                               19.78%
</TABLE>


The Federal Reserve worked to reduce excess liquidity in the markets as monetary
growth  slowed  during  the second and third  quarter of 2000.  Federal  Reserve
Chairman Alan Greenspan remains biased toward  tightening.  Higher energy prices
and full  employment  are  adding to the strain on the  markets as  inflationary
pressures reduce investment returns.

The  leadership  in the  equity  markets  for 2000 is  concentrated  in  defense
contractors,  health care,  savings and loans,  natural gas,  tobacco,  hospital
management, investment banks, and energy exploration companies. Groups that have
significantly  underperformed  include  containers,  telecommunications,  office
equipment,  steel,  household furnishings,  photography,  aluminum and paper and
forest products.

In the coming months,  we believe the Federal  Reserve will do what is necessary
to  orchestrate  an economic soft landing.  We believe that the Monteagle  Value
Fund is positioned to benefit from the current  economic  conditions  and remain
committed to buying companies which trade below average market  valuations based
on book values, price/earnings ratios and dividend yields.

In conclusion,  the Monteagle  Value Fund investment  strategy  remains to offer
investors a lower risk portfolio of stocks producing positive investment returns
over time.

Sincerely,


Russell L. Robinson
President

Robinson Investment Group

<PAGE>
<TABLE>
<CAPTION>

Monteagle Fixed Income Fund
Schedule of Investments - August 31, 2000
<S>                                                                             <C>            <C>
                                                                                 Principal
                                                                                    Amount                Value
CORPORATE BONDS - 39.8%
Archer Daniels Midland Co. 8.125%, 06/01/2012                                    1,000,000          $ 1,043,263
Caterpillar, Inc.  9.375%, 08/18/2011                                            1,000,000            1,133,425
ChaseManhattan Corp. 7.875%, 07/15/2006                                          1,050,000            1,078,161
Cit Group Holdings, Inc.  6.625%, 06/15/2005                                       850,000              819,013
Commercial Credit 10.00%, 12/01/2008                                             1,000,000            1,150,764
Daimler  Chrysler NA Holding 8.00%, 06/15/2010                                     500,000              513,404
Deutsche Telekom International 8.00%, 06/15/2010                                 1,000,000            1,014,283
Equifax, Inc.  6.50%, 06/15/2003                                                   500,000              492,210
Lehman Brothers Holdings, Inc.  7.875%, 11/01/2009                                 600,000              601,513
Maytag Corp. 7.61%, 03/3/2003                                                      250,000              248,967
MBIA, Inc. NT 9.375%, 02/15/2011                                                   376,000              418,914
MCI Communications Corp. 7.50%, 08/20/2004                                         550,000              554,626
Merrill Lynch & Co. Inc. 8.00%, 06/01/2007                                         500,000              514,790
Monsanto Co.  8.875%, 12/15/2009                                                   250,000              277,291
Morgan Stanley Dean Witter & Co. 8.00%, 06/15/2010                                 600,000              622,739
Norfolk Southern Corp. 7.750%, 08/15/2002                                          200,000              202,215
Vodafone Airtouch PLC  7.00%, 10/1/2003                                            500,000              495,474
Wal-Mart Stores, Inc. 6.875%, 08/10/2009                                           500,000              496,150
                                                                                               -----------------
                                                                                               -----------------

TOTAL CORPORATE BONDS  (Cost $11,709,613)                                                            11,677,202
                                                                                               -----------------
                                                                                               -----------------

MUNICIPAL OBLIGATIONS - 30.3%

Municipal Obligations (General) - 17.4%
Buffalo NY Pension Systems Services  8.50%, 08/15/2005                             500,000              528,075
Delaware River Port Authority  7.50%, 01/01/2012                                 1,500,000            1,500,135
Los Angeles County CA Pension Obligation Series D 5.92%,  06/30/2007             1,100,000            1,082,323
Mississippi  Street MS Farm Reform Act Series N & Ecomony
   Development Highway Act Series F 6.20%, 09/01/2010                              345,000              318,187
Morris TN 6.00%, 03/01/2007                                                        410,000              384,449
NJ Sports & Expos  7.37%, 03/01/2007                                               500,000              505,235
Tulare County CA Pension Obligation 7.31%, 08/15/2010                              800,000              799,944
                                                                                               -----------------
                                                                                                      5,118,348
                                                                                               -----------------
Monteagle Fixed Income Fund
Schedule of Investments - August 31, 2000 - continued

                                                                                 Principal
                                                                                    Amount                Value
MUNICIPAL OBLIGATIONS  - continued

Municipal Obligations (Revenue) - 12.9%
Atlanta & Fulton County GA Recreation Authority Downtown
   Arena project 6.625%, 12/01/2011                                                300,000            $ 283,734
Detroit MI Downtown Development Authority 6.30%, 0701/2010                         500,000              464,985
Harris County Houston Texas Sports Authority 6.15%, 11/15/2008                     300,000              279,843
LaGrange, GA  Development Authority  6.10%, 02/01/2010                             750,000              688,995
New York City, NY Transportation Finance Authority
   6.25%, 05/01/2009                                                               700,000              654,220
New York Street Environmental Facilities Corp. 6.66%, 03/15/2007                   950,000              922,678
New York Street Mortgage Agency  6.70%, 10/01/2004                                 500,000              493,540
                                                                                               -----------------
                                                                                                      3,787,995
                                                                                               -----------------

TOTAL MUNICIPAL OBLIGATIONS ( Cost $9,312,794)                                                        8,906,343
                                                                                               -----------------

U.S. TREASURY AND AGENCY OBLIGATIONS - 27.1%
Federal Home Loan Bank 7.46%, 08/24/2006                                           500,000              496,955
Federal Home Loan Bank 6.120%, 08/26/2008                                          500,000              469,148
Federal Home Loan Bank 7.00%, 03/15/2010                                           450,000              453,918
Federal National Mortgage Association  6.04%, 02/25/2009                         1,000,000              927,227
Federal National Mortgage Association  6.58%, 12/17/2007                         1,200,000            1,161,713
Federal National Mortgage Association  6.60%, 03/11/2009                           850,000              817,004
Federal National Mortgage Association 6.56%, 11/26/2007                            675,000              650,325
US Treasury Notes 7.25%, 05/15/2004                                                100,000              103,812
US Treasury Notes 7.25%, 08/15/2004                                                400,000              416,625
US Treasury Notes 6.50%, 02/15/2010                                              1,000,000            1,044,063
US Treasury Notes 5.625%, 05/15/2008                                             1,275,000            1,250,297
US Treasury Notes 5.50%,  05/15/2009                                               150,000              145,828
                                                                                               -----------------
TOTAL U.S. TREASURY & AGENCY OBLIGATIONS  (Cost $8,133,003)                                           7,936,915
                                                                                               -----------------

                                                                                 Principal
                                                                                    Amount                Value
Money Market Securities - 1.7%
Firstar Treasury Fund, 5.53% (a) (Cost $501,094)                                   501,094              501,094
                                                                                               -----------------

TOTAL INVESTMENTS - 98.9% (Cost $29,656,504)                                                         29,021,554
                                                                                               -----------------
Other assets less liabilities - 1.1%                                                                    324,387
                                                                                               -----------------
TOTAL NET ASSETS - 100.0%                                                                          $ 29,345,941
                                                                                               =================



(a) Floating rate security; the coupon rate shown represents the rate at August 31, 2000.
</TABLE>
<TABLE>
<PAGE>
<CAPTION>
<S>                                                              <C>                 <C>
Monteagle Fixed Income Fund                                                              August 31, 2000
Statement of Assets & Liabilities

Assets
Investment in securities (cost $29,656,504)                                                 $ 29,021,554
Receivable for fund shares sold                                                                   54,665
Interest receivable                                                                              431,999
                                                                                      -------------------
   Total assets                                                                               29,508,218

Liabilities
Accrued investment advisory fee                                          $ 28,431
Dividends payable                                                         133,846
                                                                 -----------------

   Total liabilities                                                                             162,277
                                                                                      -------------------

Net Assets                                                                                  $ 29,345,941
                                                                                      ===================

Net Assets consist of:
Paid in capital                                                                             $ 30,288,043
Accumulated net realized loss on investments                                                    (307,152)
Net unrealized depreciation on investments                                                      (634,950)
                                                                                      -------------------

Net Assets, for 2,915,703 shares                                                            $ 29,345,941
                                                                                      ===================

Net Assets
Offering price and redemption price per share ($29,345,941 / 2,915,703)                          $ 10.06
                                                                                      ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Monteagle Fixed Income Fund
Statement of Operations for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000
<S>                                                                  <C>                  <C>

Investment Income
Interest income                                                                                 $ 1,053,983
                                                                                          ------------------
Total Income                                                                                      1,053,983


Expenses
Investment advisory fee                                                       $ 235,276
Trustees' fees                                                                      850
                                                                      ------------------
Total operating expenses                                                                            236,126
                                                                                          ------------------
Net Investment Income                                                                               817,857
                                                                                          ------------------

Realized & Unrealized Gain (Loss)
Net realized loss on investment securities                                     (307,152)
Change in net unrealized appreciation
   on investment securities                                                     793,704
                                                                      ------------------
Net gain on investment securities                                                                   486,552
                                                                                          ------------------
Net increase in net assets resulting from operations                                            $ 1,304,409
                                                                                          ==================


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

Monteagle Fixed Income Fund
Statement of Changes in Net Assets for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000

<S>                                                                            <C>


Increase (Decrease) in Net Assets
Operations
   Net investment income                                                              $ 817,857
   Net realized loss on investment securities                                          (307,152)
   Change in net unrealized appreciation                                                793,704
                                                                               -----------------
                                                                               -----------------
   Net increase in net assets resulting from operations                               1,304,409
                                                                               -----------------
Distributions to shareholders
   From net investment income                                                        (1,131,991)
   From net realized gain                                                                     -
                                                                               -----------------
   Total distributions                                                               (1,131,991)
                                                                               -----------------
Share Transactions
   Net proceeds from sale of shares                                                  31,244,919
   Shares issued in reinvestment of distributions                                        48,153
   Shares redeemed                                                                   (2,119,549)
                                                                               -----------------
Net increase in net assets resulting
   from share transactions                                                           29,173,523
                                                                               -----------------
                                                                               -----------------
   Total increase in net assets                                                      29,345,941
                                                                               -----------------

Net Assets
   Beginning of period                                                                        -
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $0]                                                     $ 29,345,941
                                                                               =================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Monteagle Fixed Income Fund
Financial Highlights for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000


<S>                                                <C>
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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Large Cap Fund
Schedule of Investments - August 31, 2000
<S>                                                             <C>                           <C>

Common Stocks - 92.1%                                               Shares                         Value

Cement, Hydraulic - 4.0%
Southdown, Inc.                                                          8,270                       $ 518,943
                                                                                              -----------------
                                                                                              -----------------

Computer Communication Equipment - 4.3%
Cisco Systems, Inc. (a)                                                  8,050                         552,431
                                                                                              -----------------
                                                                                              -----------------

Computers & Office Equipment - 4.9%
Hewlett Packard Co.                                                      5,170                         624,278
                                                                                              -----------------
                                                                                              -----------------

Construction, Mining & Materials Handling - 4.0%
Dover Corp.                                                             10,600                         518,075
                                                                                              -----------------
                                                                                              -----------------

Diversified - Manufacturing - 4.7%
Tyco International, Ltd.                                                10,550                           601,350
                                                                                              -----------------
                                                                                              -----------------

Drug - Wholesale - 4.3%
Cardinal Health, Inc.                                                    6,740                          551,416
                                                                                              -----------------
                                                                                              -----------------

Insurance - 8.0%
American International Group, Inc.                                       6,600                         588,225
MGIC Investment Corp.                                                    7,330                         431,096
                                                                                              -----------------
                                                                                              -----------------
                                                                                                     1,019,321
                                                                                              -----------------
                                                                                              -----------------
National Commercial Banks - 4.7%
Citigroup, Inc.                                                         10,267                         599,317
                                                                                              -----------------
                                                                                              -----------------

Perfumes, Cosmetics & Other Toilet Preparations - 3.4%
Colgate-Palmolive Co.                                                    8,650                         440,609
                                                                                              -----------------
                                                                                              -----------------

Petroleum Refining - 3.8%
Shell Transportation & Trading Co. PLC  (c)                              9,590                         493,286
                                                                                              -----------------
                                                                                              -----------------

Pharmaceutical Preparations - 9.3%
Elan Corp. PLC  (a) (c)                                                 11,020                         642,604
Johnson & Johnson                                                        5,930                         545,189
                                                                                              -----------------
                                                                                              -----------------
                                                                                                     1,187,793
                                                                                              -----------------
                                                                                              -----------------
Retail - Lumber & Other Building Materials Dealers - 2.8%
Home Depot, Inc.                                                         7,360                         353,740
                                                                                              -----------------
                                                                                              -----------------

Retail - Variety Stores - 3.8%
Dollar Tree Stores, Inc. (a)                                            12,150                         492,834
                                                                                              -----------------
                                                                                              -----------------

Semiconductors - 4.0%
Fairchild Semiconductor International, Inc. (a)                         12,750                         506,813
                                                                                              -----------------
                                                                                              -----------------

Services-Computer Integrated Systems Design - 4.7%
General Electric, Inc.                                                  10,300                         604,481
                                                                                              -----------------
                                                                                              -----------------

Monteagle Large Cap Fund
Schedule of Investments - August 31, 2000 - continued

Common Stocks - continued                                           Shares                         Value

Services-Computer Processing & Data Preparations - 4.0%
First Data Corp.                                                        10,600                       $ 505,488
                                                                                              -----------------
                                                                                              -----------------

Services-Engineering, Accounting, Research - 4.0%
Paychex, Inc.                                                           11,350                         506,494
                                                                                              -----------------
                                                                                              -----------------

Specialty Industry Machinery - 4.6%
Applied Materials, Inc. (a)                                              6,870                         592,966
                                                                                              -----------------
                                                                                              -----------------

Telephone & Telegraph Apparatus - 6.8%
ADC Telecommunications, Inc. (a)                                        12,240                         501,075
Polycom, Inc. (a)                                                        3,300                         370,837
                                                                                              -----------------
                                                                                              -----------------
                                                                                                       871,912
                                                                                              -----------------
                                                                                              -----------------
Telephone Communications (No Radio Telephone) - 2.0%
Verizon Communications                                                   6,020                         262,622
                                                                                              -----------------
                                                                                              -----------------

TOTAL COMMON STOCKS (Cost $10,915,633 )                                                             11,804,169
                                                                                              -----------------
                                                                                              -----------------



                                                                   Principal
                                                                     Amount                         Value
Money Market Securities - 7.7%
Firstar Treasury Fund, 5.53% (b) (Cost $994,729)                       994,729                         994,729
                                                                                              -----------------
                                                                                              -----------------

TOTAL INVESTMENTS - 99.8% (Cost $11,910,362)                                                        12,798,898
                                                                                              -----------------
                                                                                              -----------------
Other assets less liabilities - 0.2%                                                                    20,893
                                                                                              -----------------
                                                                                              -----------------
Total Net Assets - 100.0%                                                                         $ 12,819,791
                                                                                              =================

(a) Non-Income Producing
(b) Variable rate security; the coupon rate shown represents the rate at August 31, 2000.
(c) American Depository Receipt

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Monteagle Large Cap Fund                                                               August 31, 2000
Statement of Assests & Liabilities for the period January 18, 2000
   (Commencement of Operations) to August 31, 2000
<S>                                                              <C>                <C>
Assets
Investment in securities (cost $11,910,362)                                               $ 12,798,898
Interest receivable                                                                              4,820
Dividends receivable                                                                             8,537
Receivable for fund shares sold                                                                 20,438
                                                                                     ------------------
   Total assets                                                                             12,832,693

Liabilities
Accrued investment advisory fee                                          $ 12,902
                                                                 -----------------

   Total liabilities                                                                            12,902
                                                                                     ------------------

Net Assets                                                                                $ 12,819,791
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 12,397,674
Accumulated undistributed net investment income                                                  3,613
Accumulated net realized loss on investments                                                  (470,032)
Net unrealized appreciation on investments                                                     888,536
                                                                                     ------------------

Net Assets, for 1,292,935 shares                                                          $ 12,819,791
                                                                                     ==================

Net Assets
Offering price and redemption price per share ($  12,819,791 / 1,292,935)                       $ 9.92
                                                                                     ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Large Cap Fund
Statement of Operations for the period January 18, 2000
   (Commencement of Operations) to August 31, 2000
<S>                                                                  <C>                 <C>

Investment Income
Dividend income                                                                                 $ 32,992
Interest income                                                                                   18,511
                                                                                          ---------------
Total Income                                                                                      51,503


Expenses
Investment advisory fee                                                        $ 47,040
Trustees' Fee                                                                       850
                                                                      ------------------
Total operating expenses                                                                          47,890
                                                                                          ---------------
Net Investment Income                                                                              3,613

Realized & Unrealized Gain (Loss)
Net realized loss on investment securities                                     (470,032)
Change in net unrealized appreciation
   on investment securities                                                     888,536
                                                                      ------------------
Net gain on investment securities                                                                418,504
                                                                                          ---------------
Net increase in net assets resulting from operations                                           $ 422,117
                                                                                          ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Monteagle Large Cap Fund
Statement of Changes in Net Assets for the period January 18, 2000
   (Commencement of Operations) to August 31,  2000


<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment income                                                                $ 3,613
   Net realized loss on investment securities                                          (470,032)
   Change in net unrealized appreciation                                                888,536
                                                                               -----------------
                                                                               -----------------
   Net increase in net assets resulting from operations                                 422,117
                                                                               -----------------
Distributions to shareholders
   From net investment income                                                                 0
   From net realized gain                                                                     0
                                                                               -----------------
                                                                               -----------------
   Total distributions                                                                        0
                                                                               -----------------
Share Transactions
   Net proceeds from sale of shares                                                  12,609,433
   Shares issued in reinvestment of distributions                                             0
   Shares redeemed                                                                     (211,759)
                                                                               -----------------
Net increase in net assets resulting
   from share transactions                                                           12,397,674
                                                                               -----------------
                                                                               -----------------
   Total increase in net assets                                                      12,819,791
                                                                               -----------------

Net Assets
   Beginning of period                                                                        0
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $3,613]                                                 $ 12,819,791
                                                                               =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Large Cap Fund
Financial Highlights for the period January 18, 2000
   (Commencement of Operations) to August 31, 2000

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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Opportunity Growth Fund
Schedule of Investments - August 31,  2000
<S>                                                            <C>                            <C>

Common Stocks - 91.1%                                              Shares                           Value

Cogeneration Services & Small Power Products  - 3.1%
Calpine Corp. (a)                                                       23,100                      $ 2,286,900
                                                                                              ------------------
                                                                                              ------------------

Communications Equipment - 10.0%
Extreme Networks, Inc. (a)                                              30,400                        2,829,100
Juniper Networks, Inc. (a)                                              15,700                        3,355,875
MRV Communications, Inc. (a)                                            17,500                        1,348,593
                                                                                              ------------------
                                                                                              ------------------
                                                                                                      7,533,568
                                                                                              ------------------
                                                                                              ------------------
Electronic Components, NEC -  5.5%
Power-One, Inc. (a)                                                     26,200                        4,151,063
                                                                                              ------------------
                                                                                              ------------------

Electronic Computers - 1.4%
Sun Microsystems, Inc. (a)                                               8,200                        1,040,888
                                                                                              ------------------
                                                                                              ------------------

Glass, Glassware, Pressed or Blown -  3.4%
Corning, Inc.                                                            7,800                        2,557,913
                                                                                              ------------------
                                                                                              ------------------

Laboratory Analytical Instruments  - 4.0%
Newport Corp.                                                           18,200                        2,893,800
                                                                                              ------------------
                                                                                              ------------------

Oil and Natural Gas - 2.8%
Anadarko Petroleum Corp.                                                32,400                        2,130,948
                                                                                              ------------------
                                                                                              ------------------

Pharmaceutical Preparations - 1.3%
Barr Laboratories, Inc. (a)                                             13,600                          965,600
                                                                                              ------------------
                                                                                              ------------------

Printed Circuit Boards - 10.0%
Sanmina Corp. (a)                                                       35,600                        4,200,800
Plexus Corp. (a)                                                        21,500                        3,327,125
                                                                                              ------------------
                                                                                              ------------------
                                                                                                      7,527,925
                                                                                              ------------------
                                                                                              ------------------
Semiconductors - 24.4%
PMC Sierra, Inc. (a)                                                     7,300                        1,722,800
Applied Micro Circuits Corp. (a)                                        16,900                        3,429,643
Broadcom Corp. (a)                                                      16,900                        4,225,000
Integrated Devise Technology, Inc. (a)                                  23,300                        2,044,575
SDL, Inc. (a)                                                            7,000                        2,781,188
Semtech Corp. (a)                                                        8,700                        1,030,406
JDS Uniphase Corp. (a)                                                  25,000                        3,112,109
                                                                                              ------------------
                                                                                              ------------------
                                                                                                     18,345,721
                                                                                              ------------------
                                                                                              ------------------
Services - Business Services, NEC - 3.5%
Redback Networks, Inc. (a)                                              17,700                        2,643,938
                                                                                              ------------------
                                                                                              ------------------

Services-Commercial Physical & Biological Research - 4.1%
Celgene Corp. (a)                                                       20,000                        1,480,000
Quest Diagnostics, Inc. (a)                                             12,800                        1,584,000
                                                                                              ------------------
                                                                                              ------------------
                                                                                                      3,064,000
                                                                                              ------------------
                                                                                              ------------------
Monteagle Opportunity Growth Fund
Schedule of Investments - August 31,  2000 - continued


Common Stocks - continued                                           Shares                          Value

Services - Medical Laboratories - 3.7%
Laboratory Corp. of American Holdings (a)                               23,600                      $ 2,792,175
                                                                                              ------------------
                                                                                              ------------------

Services-Prepackaged Software - 7.6%
Brocade Communications Systems, Inc. (a)                                10,400                        2,348,450
Check Point Software Technologies Ltd. (a)                              11,200                        1,633,100
Siebel Systems, Inc. (a)                                                 8,900                        1,760,531
                                                                                              ------------------
                                                                                              ------------------
                                                                                                      5,742,081
                                                                                              ------------------
                                                                                              ------------------
Telephone & Telegraph Apparatus - 6.3%
ADC Telecommunications, Inc. (a)                                        81,400                        3,332,312
Nortel Networks Corp.                                                   17,400                        1,419,188
                                                                                              ------------------
                                                                                              ------------------
                                                                                                      4,751,500
                                                                                              ------------------
                                                                                              ------------------

TOTAL COMMON STOCKS (Cost $53,301,410)                                                               68,428,020
                                                                                              ------------------
                                                                                              ------------------

                                                                  Principal
                                                                    Amount
Money Market Securities - 11.5 %
Firstar Treasury Fund, 5.53% (b) (Cost $8,637,824)                   8,637,824                        8,637,824
                                                                                              ------------------
                                                                                              ------------------

TOTAL INVESTMENTS - 102.6% (Cost $61,939,234)                                                        77,065,844
                                                                                              ------------------
                                                                                              ------------------
Liabilities in excess of other assets - (2.6%)                                                       (1,964,149)
                                                                                              ------------------
                                                                                              ------------------
Total Net Assets - 100.0%                                                                          $ 75,101,695
                                                                                              ==================


(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at August 31, 2000.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>

Monteagle Opportunity Growth Fund                                                      August 31, 2000
Statement of Assets & Liabilities

Assets
Investment in securities (cost $61,939,234)                                               $ 77,065,844
Receivable for fund shares sold                                                              2,413,445
Dividends receivable                                                                             1,730
Interest receivable                                                                             71,723
                                                                                     ------------------
   Total assets                                                                             79,552,742

Liabilities
Accrued investment advisory fee                                          $ 72,248
Payable for investments purchased                                       4,378,799
                                                                 -----------------

   Total liabilities                                                                         4,451,047
                                                                                     ------------------

Net Assets                                                                                $ 75,101,695
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 43,001,812
Accumulated net realized gain on investments                                                16,973,273
Net unrealized appreciation on investments                                                  15,126,610
                                                                                     ------------------

Net Assets, for 6,701,952 shares                                                          $ 75,101,695
                                                                                     ==================

Net Assets
Offering price and redemption price per share ($75,101,695/6,701,952)                          $ 11.21
                                                                                     ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Opportunity Growth Fund
Statement of Operations for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000
<S>                                                                   <C>                 <C>

Investment Income
Dividend income                                                                                    $ 7,880
Interest income                                                                                    403,929
                                                                                          -----------------
Total Income                                                                                       411,809


Expenses
Investment advisory fee                                                       $ 710,649
Trustees' fees                                                                      850
                                                                      ------------------
Total operating expenses                                                                           711,499
                                                                                          -----------------
Net Investment Loss                                                                               (299,690)
                                                                                          -----------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                                   17,272,963
Change in net unrealized depreciation
   on investment securities                                                  (7,919,048)
                                                                      ------------------
Net gain on investment securities                                                                9,353,915
                                                                                          -----------------
Net increase in net assets resulting from operations                                           $ 9,054,225
                                                                                          =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Opportunity Growth Fund
Statement of Changes in Net Assets for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000


<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment loss                                                                 $ (299,690)
   Net realized gain on investment securities                                          17,272,963
   Change in net unrealized depreciation                                               (7,919,048)
                                                                               -------------------
                                                                               -------------------
   Net increase in net assets resulting from operations                                 9,054,225
                                                                               -------------------
Distributions to shareholders
   From net investment income                                                                   0
   From net realized gain                                                                       0
                                                                               -------------------
                                                                               -------------------
   Total distributions                                                                          0
                                                                               -------------------
Share Transactions
   Net proceeds from sale of shares                                                    87,385,790
   Shares issued in reinvestment of distributions                                               0
   Shares redeemed                                                                    (21,338,320)
                                                                               -------------------
Net increase in net assets resulting
   from share transactions                                                             66,047,470
                                                                               -------------------
                                                                               -------------------
   Total increase in net assets                                                        75,101,695
                                                                               -------------------

Net Assets
   Beginning of period                                                                          0
                                                                               -------------------
   End of period [including undistributed accumulated net
      investment income of $0]                                                       $ 75,101,695
                                                                               ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Opportunity Growth Fund
Financial Highlights for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000



<S>                                                <C>
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
   From net realized gain                                      0
                                                   --------------
                                                   --------------
Total Distributions                                            0
                                                   --------------

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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Value Fund
Schedule of Investments - August 31, 2000
<S>                                                             <C>                          <C>

Common Stocks - 95.7%                                              Shares                         Value

Aeronautical Systems - 2.8%
Litton Industries, Inc. (a)                                            10,000                       $ 553,125
                                                                                             -----------------
                                                                                             -----------------

Air Transportation Scheduled - 3.8%
AMR Corp. Delaware (a)                                                  8,000                         262,500
Delta Airlines, Inc.                                                   10,000                         495,000
                                                                                             -----------------
                                                                                             -----------------
                                                                                                      757,500
                                                                                             -----------------
                                                                                             -----------------
Aircraft - 2.6%
Northrop Grumman Corp.                                                  6,500                         505,781
                                                                                             -----------------
                                                                                             -----------------

Asset Backed Securities - 6.3%
Amsouth Bancorp.                                                       21,000                         383,250
Bank of America Corp.                                                  16,225                         869,052
                                                                                             -----------------
                                                                                             -----------------
                                                                                                    1,252,302
                                                                                             -----------------
                                                                                             -----------------
Auto Controls For Regulating Residential - 2.7%
Honeywell International, Inc.                                          13,700                         528,306
                                                                                             -----------------
                                                                                             -----------------

Chemicals - 4.7%
Dow Chemical Co.                                                       15,000                         392,813
Great Lakes Chemical Corp.                                              5,000                         168,750
ICN Pharmaceuticals, Inc.                                              13,000                         368,062
                                                                                             -----------------
                                                                                             -----------------
                                                                                                      929,625
                                                                                             -----------------
                                                                                             -----------------
Communications Equipment - 1.8%
Motorola, Inc.                                                         10,000                         360,625
                                                                                             -----------------
                                                                                             -----------------

Consumer Products - 4.5%
Nashua Corp.                                                           40,000                         325,000
Procter & Gamble Co.                                                    9,000                         556,312
                                                                                             -----------------
                                                                                             -----------------
                                                                                                      881,312
                                                                                             -----------------
                                                                                             -----------------
Depository Banking - 3.3%
Concord EFS, Inc. (a)                                                  20,500                         658,563
                                                                                             -----------------
                                                                                             -----------------

Electric Services - 5.7%
TXU Corp.                                                              12,000                         419,250
Western Resources, Inc.                                                35,000                         700,000
                                                                                             -----------------
                                                                                             -----------------
                                                                                                    1,119,250
                                                                                             -----------------
                                                                                             -----------------
Engines & Turbines - 1.6%
McDermott International, Inc.                                          40,000                         307,500
                                                                                             -----------------
                                                                                             -----------------

Financial Services - 3.5%
Raymond James Financial, Inc.                                          24,500                         698,250
                                                                                             -----------------
                                                                                             -----------------

Health Products & Services - 3.3%
Quorum Health Group, Inc. (a)                                          51,000                         656,625
                                                                                             -----------------
                                                                                             -----------------


Monteagle Value Fund
Schedule of Investments - August 31, 2000  - continued

Common Stocks - continued                                          Shares                         Value

Industrial Instruments - 1.9%
Rockwell International Corp.                                            9,400                       $ 380,112
                                                                                             -----------------
                                                                                             -----------------

Insurance - 4.4%
Safeco Corp.                                                           18,000                         473,625
Torchmark Corp.                                                        14,000                         392,875
                                                                                             -----------------
                                                                                             -----------------
                                                                                                      866,500
                                                                                             -----------------
                                                                                             -----------------
Motor Vehicles  - 3.7%
General Motors Corp.                                                   10,000                         721,875
                                                                                             -----------------
                                                                                             -----------------

National Commercial Banks - 9.6%
Bank One Corp.                                                          8,000                         282,000
First Tennessee National Corp.                                         27,100                         596,200
First Union Corp.                                                      15,200                         439,850
Regions Financial Corp.                                                26,700                         580,725
                                                                                             -----------------
                                                                                             -----------------
                                                                                                    1,898,775
                                                                                             -----------------
                                                                                             -----------------
Oil & Gas Filed Machinery & Equipment - 1.1%
Friede Goldman Halter, Inc. (a)                                        40,000                         225,000
                                                                                             -----------------
                                                                                             -----------------

Pharmaceutical Preparations - 2.0%
Bristol-Myers Squibb, Inc.                                              7,500                         397,500
                                                                                             -----------------
                                                                                             -----------------

Photographic Equipment & Supplies - 1.9%
Xerox Corp.                                                            23,000                         369,438
                                                                                             -----------------
                                                                                             -----------------

Publishing or Printing - 1.7%
Knight Ridder, Inc.                                                     6,300                         344,138
                                                                                             -----------------
                                                                                             -----------------

Railroads, Line Haul Operating - 3.7%
CSX Corp.                                                              30,500                         728,188
                                                                                             -----------------
                                                                                             -----------------

Retail - Department Stores - 1.0%
Saks, Inc. (a)                                                         19,000                         190,000
                                                                                             -----------------
                                                                                             -----------------

Retail-Drug Stores & Proprietary Stores - 1.0%
Rite Aid Corp. (a)                                                     48,000                         192,000
                                                                                             -----------------
                                                                                             -----------------

Security Brokers, Dealers & Flotation Companies - 2.6%
Knight Trading Group, Inc. (a)                                         16,000                         502,000
                                                                                             -----------------
                                                                                             -----------------

Monteagle Value Fund
Schedule of Investments - August 31, 2000  - continued

Common Stocks - continued                                          Shares                         Value

State Commercial Banks - 4.0%
Summit Bancorp.                                                        15,000                       $ 415,312
SunTrust Banks, Inc.                                                    7,500                         370,312
                                                                                             -----------------
                                                                                             -----------------
                                                                                                      785,624
                                                                                             -----------------
                                                                                             -----------------
Surgical & Medical Instruments & Apparatus - 2.3%
Becton Dickinson & Co.                                                 15,000                         451,875
                                                                                             -----------------
                                                                                             -----------------

Telephone Communications (No Radio Telephone) - 5.7%
AT&T Corp.                                                             16,300                         513,450
Lucent Technologies, Inc.                                               1,000                          41,813
Verizon Communications                                                 13,000                         567,125
                                                                                             -----------------
                                                                                             -----------------
                                                                                                    1,122,388
                                                                                             -----------------
                                                                                             -----------------
Water Supply - 2.5%
American Water Works, Inc.                                             20,500                         502,250
                                                                                             -----------------
                                                                                             -----------------


TOTAL COMMON STOCKS (Cost $18,618,368)                                                             18,886,427
                                                                                             -----------------
                                                                                             -----------------

                                                                  Principal
                                                                   Amount
Money Market Securities - 4.1%
Firstar Treasury Fund, 5.53% (b) (Cost $801,731)                      801,731                         801,731
                                                                                             -----------------
                                                                                             -----------------

TOTAL INVESTMENTS - 99.8% (Cost $19,420,099)                                                       19,688,158
                                                                                             -----------------
                                                                                             -----------------
Other assets less liabilities - 0.2%                                                                   46,049
                                                                                             -----------------
                                                                                             -----------------
Total Net Assets - 100.0%                                                                        $ 19,734,207
                                                                                             =================

(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at August 31, 2000.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                              <C>                 <C>
Monteagle Value Fund                                                                   August 31, 2000
Statement of Assets & Liabilities

Assets
Investment in securities (cost $19,420,099)                                               $ 19,688,158
Cash                                                                                             6,523
Dividends receivable                                                                            43,636
Interest receivable                                                                              7,187
Receivable for fund shares sold                                                                 11,000
                                                                                     ------------------
   Total assets                                                                             19,756,504

Liabilities
Accrued investment advisory fee                                          $ 22,297
                                                                 -----------------

   Total liabilities                                                                            22,297
                                                                                     ------------------

Net Assets                                                                                $ 19,734,207
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 18,985,790
Accumulated undistributed net investment income                                                 98,396
Accumulated net realized gain on investments                                                   381,962
Net unrealized appreciation on investments                                                     268,059
                                                                                     ------------------

Net Assets, for 1,693,196 shares                                                          $ 19,734,207
                                                                                     ==================

Net Assets
Offering price and redemption price per share ($19,734,207 / 1,693,196)                        $ 11.66
                                                                                     ==================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Monteagle Value Fund
Statement of Operations for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000

<S>                                                                   <C>                <C>
Investment Income
Dividend income                                                                                 $ 229,957
Interest income                                                                                    41,283
                                                                                          ----------------
Total Income                                                                                      271,240


Expenses
Investment advisory fee                                                       $ 171,994
Trustee's fees                                                                      850
                                                                      ------------------
Total operating expenses                                                                          172,844
                                                                                          ----------------
Net Investment Income                                                                              98,396
                                                                                          ----------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                                      381,962
Change in net unrealized appreciation
   on investment securities                                                   2,411,473
                                                                      ------------------
Net gain on investment securities                                                               2,793,435
                                                                                          ----------------
Net increase in net assets resulting from operations                                          $ 2,891,831
                                                                                          ================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Value Fund
Statement of Changes in Net Assets for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000


<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations
   Net investment income                                                               $ 98,396
   Net realized gain on investment securities                                           381,962
   Change in net unrealized appreciation                                              2,411,473
                                                                               -----------------
   Net increase in net assets resulting from operations                               2,891,831
                                                                               -----------------
Distributions to shareholders
   From net investment income                                                                 0
   From net realized gain                                                                     0
                                                                               -----------------
   Total distributions                                                                        0
                                                                               -----------------
Share Transactions                                                                            0
   Net proceeds from sale of shares                                                  18,835,833
   Shares issued in reinvestment of distributions                                             0
   Shares redeemed                                                                   (1,993,457)
                                                                               -----------------
Net increase in net assets resulting
   from share transactions                                                           16,842,376
                                                                               -----------------
   Total increase in net assets                                                      19,734,207
                                                                               -----------------

Net Assets
   Beginning of period                                                                        0
                                                                               -----------------
   End of period [including accumulated undistributed net
      investment income of $98,396]                                                $ 19,734,207
                                                                               =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Monteagle Value Fund
Financial Highlights for the period December 20, 1999
   (Commencement of Operations) to August 31, 2000

<S>                                                <C>
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
</TABLE>
<PAGE>

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2000

NOTE 1.  ORGANIZATION

The Monteagle Fixed Income Fund,  Monteagle  Opportunity Growth Fund,  Monteagle
Value Fund,  and Monteagle  Large Cap Fund (each a "Fund" or  collectively,  the
"Funds") were organized as series of AmeriPrime  Advisers Trust (the "Trust") on
August 3, 1999. The Monteagle Fixed Income Fund,  Monteagle  Opportunity  Growth
Fund, and Monteagle Value Fund,  commenced  operations on December 20, 1999, and
the Monteagle Large Cap Fund commenced  operations on January 18, 2000. Prior to
December 20, 1999 the Monteagle Fixed Income,  Monteagle Opportunity Growth, and
the  Monteagle  Value  Funds  were a  collection  of trusts  at First  Farmers &
Merchants  National  Bank. On December 20, 1999 these trusts  transferred  their
assets to the Monteagle  Funds in a tax-free  exchange where the trusts received
in return an amount  of  shares of the Funds  equal to the  market  value of the
assets transferred to the Funds. The Funds retained the historical cost basis of
the securities  that were  transferred  and as a result the Funds had unrealized
gains and losses on the securities  that were  transferred.  The following table
represents components of net assets at December 20, 1999:
<TABLE>
<CAPTION>
         <S>                                     <C>                               <C>

                     FUND                                 UNREALIZED                PAID-IN CAPITAL
                                                  APPRECIATION/(DEPRECIATION)

          Monteagle Fixed Income                         $ (1,428,654)                $31,140,824
          Monteagle Opportunity Growth                   $ 23,045,658                 $46,689,282
          Monteagle Value                                $ (2,143,415)                $20,679,002
</TABLE>

The investment  objective of the Monteagle Fixed Income Fund is total return and
the investment  objective of the other Funds is to provide  long-term  growth of
capital.  The Monteagle  Opportunity Growth Fund is a non-diversified  series of
the Trust.  The Monteagle  Fixed Income Fund, the Monteagle  Large Cap Fund, and
the Monteagle  Value Fund are diversified  series of the Trust.  The Trust is an
open-end  investment company  established under the laws of Ohio by an Agreement
and Declaration of Trust dated August 3, 1999 (the "Trust Agreement"). The Trust
Agreement  permits  the  Trustees  to issue an  unlimited  number  of  shares of
beneficial  interest of separate series without par value. Each Fund is one of a
series of funds currently offered by the Trust.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

SECURITIES  VALUATIONS-  Securities,  that 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
applicable 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 applicable  adviser, in conformity
with guidelines adopted by and subject to review of the Board of Trustees of the
Trust (the "Board").

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

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUE

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

OTHER- Each Fund follows industry practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis. Generally accepted accounting principles require that permanent financial
reporting tax differences relating to shareholder  distributions be reclassified
to net realized gains for the  Opportunity  Growth Fund, and to paid-in  capital
for the Fixed Income Fund.

NOTE 3.  CHANGE IN ACCOUNTING PRINCIPLE

Fixed income securities normally will be amortized/accreted  over the respective
life of the securities.  Long-term debt securities that were transferred-in-kind
and used as the basis for the initial  subscription  into the Fixed  Income Fund
had not been  amortized/accreted  from their initial purchase date. As a result,
the  Fixed  Income  Fund  has  made   amortization  and  accretion   adjustments
accordingly.  The cumulative  effect of this accounting  change had no impact on
total net assets of the Fixed Income Fund, but resulted in a $317,154  reduction
in cost of securities and a  corresponding  $317,154  decrease in net unrealized
depreciation,  based on  securities  transferred  into the Fund on December  20,
1999.

The effect of the change for the period  ended  August 31,  2000 was to decrease
net investment income by $317,154,  resulting in a  reclassification  to paid-in
capital for the Fixed Income Fund.

NOTE 4.  FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Nashville Capital  Corporation,  209 10th Avenue South,  Suite 332, Nashville TN
37203,  serves as investment  manager to the Funds. In this capacity,  Nashville
Capital  Corporation advises and assists the officers of the Trust in conducting
the business of the Fund and is  responsible  for providing  general  investment
advice and guidance to the Funds,  although the investment manager has delegated
responsibility  for the  selection and ongoing  monitoring of the  securities in
each Fund's investment portfolio to the Fund's respective applicable adviser set
forth  below.  Nashville  Capital  Corporation  was  formed in 1986  and,  as of
September 30, 1999,  managed assets of  approximately  $98 million for financial
institutions.  Each Fund is authorized to pay the investment manager a fee based
on average daily net assets at the following rates:
<TABLE>
<CAPTION>
<S>                                <C>                             <C>              <C>                 <C>

           Assets                  Opportunity Growth               Value            Fixed Income       Large Cap
           ------                  ------------------               -----            ------------       ---------
Up to and
   including $25 million                  1.35%                     1.35%               1.15%             1.25%
From $25 up to and
   including $50 million                  1.30%                     1.25%               1.10%             1.13%
From $50 up to and
Over $100 million                         1.10%                     1.00%               0.90%             0.95%
</TABLE>


                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUE

NOTE 4.  FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

Under the terms of each  Fund's  management  agreement  (the  "Agreement"),  the
investment  manager manages each Fund's  investments  subject to approval of the
Board of Trustees  and pays all of the  expenses  of each Fund except  brokerage
commissions,  taxes, borrowing costs, fees and expenses of non-interested person
trustees,  12b-1 expenses and  extraordinary  expenses.  It should be noted that
most investment  companies pay their own operating expenses directly,  while the
Funds'  expenses,  except  those  specified  above,  are paid by the  investment
manager.  For the period  December 20, 1999  (commencement  of operations of the
Fixed Income,  Opportunity Growth, and Value Funds) through August 31, 2000, the
investment  manager received fees of $235,276,  $710,649,  and $171,994 from the
Fixed Income, Opportunity Growth, and Value Funds, respectively.  For the period
January 18, 2000  (commencement  of  operations  of the Large Cap Fund)  through
August 31, 2000, the investment manager received a fee of $47,040 from the Large
Cap Fund.

LARGE CAP FUND AND FIXED INCOME FUND. The  investment  manager has retained Howe
and  Rusling,  Inc.  to serve as the adviser to the Large Cap Fund and the Fixed
Income Fund. The firm was  established in 1930. The Howe and Rusling  Investment
Committee are primarily  responsible for the day-to-day management of the Funds.
Nashville  Capital  Corporation  has  agreed to pay Howe and  Rusling  an annual
advisory  fee for the Large Cap Fund of 0.40% of net  assets up to $25  million,
0.30% of net assets from $25 million up to $50 million,  and 0.25% of net assets
of $50 million and greater. Nashville Capital Corporation has agreed to pay Howe
and  Rusling an annual  advisory  fee for the Fixed  Income Fund of 0.30% of net
assets  up to $25  million,  0.25%  of net  assets  from $25  million  up to $50
million, and 0.20% of net assets of $50 million and greater.

For the period December 20, 1999 (commencement of operations of the Fixed Income
Fund)  through  August 31,  2000,  the  adviser  received a fee of $60,228  from
Nashville Capital  Corporation for the Fixed Income Fund. For the period January
18, 2000  (commencement  of operations of the Large Cap Fund) through August 31,
2000, the adviser received a fee of $15,054 from Nashville  Capital  Corporation
for the Large Cap Fund.

OPPORTUNITY GROWTH FUND The investment manager has retained T.H. Fitzgerald, Jr.
(d/b/a T.H.  Fitzgerald & Co.) to serve as the adviser to the Opportunity Growth
Fund.  The  firm  has been  owner-managed  since  it's  founding  in  1959.  Mr.
Fitzgerald is primarily  responsible for the day-to-day  management of the Fund.
Nashville Capital has agreed to pay T.H. Fitzgerald & Co. an annual advisory fee
equal to 0.70% of net assets up to $25  million,  0.60% of net  assets  from $25
million up to $50  million,  and 0.45% of net assets from $50 million up to $100
million,  and 0.40% of net assets of $100  million and  greater.  For the period
December 20, 1999  (commencement  of operations of the Opportunity  Growth Fund)
through August 31, 2000,  the adviser  received a fee of $321,945 from Nashville
Capital Corporation for the Opportunity Growth Fund.

VALUE FUND. The investment manager has retained Robinson  Investment Group, Inc.
to serve as the adviser to the Value Fund.  Russell L. Robinson founded the firm
in 1996. Mr. Russell is primarily  responsible for the day-to-day  management of
the Value Fund.  Nashville Capital has agreed to pay Russell Investment Group an
annual  advisory  fee of 0.60% of net  assets  up to $25  million,  0.45% of net
assets from $25 million up to $50 million,  0.35% of net assets from $50 million
up to $100 million, and 0.30% of net assets of $100 million and greater. For the
period December 20, 1999  (commencement of operations of the Value Fund) through
August 31, 2000, the adviser  received a fee of $76,442 from  Nashville  Capital
Corporation for the Value Fund.

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED

NOTE 4.  FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

Each Fund retains AmeriPrime Financial Services,  Inc. ("the Administrator"),  a
wholly owned  subsidiary  of Unified  Financial  Services,  Inc., to manage each
Fund's business  affairs and to provide each Fund with  administrative  services
including all regulatory reporting and necessary office equipment and personnel.

The  Administrator  receives a monthly fee from  Nashville  Capital  Corporation
equal to an annual average rate of 0.10% of each Fund's average daily net assets
up to $50 million  dollars,  0.075% of each Fund's average daily net assets from
$50 million to $100 million  dollars and 0.050% of each fund's average daily net
assets over $100 million dollars. For the period December 20, 1999 (commencement
of operations  of Fixed Income,  Opportunity  Growth,  and Value Funds)  through
August 31,  2000,  the  Administrator  received  fees of $20,651,  $56,182,  and
$12,812 from Nashville Capital Corporation for administrative  services provided
to the Fixed Income,  Opportunity  Growth,  Value Funds,  respectively.  For the
period  January 18, 2000  (commencement  of operations of Large Cap Fund through
August 31,  2000,  the  Administrator  received  fees of $3,888  from  Nashville
Capital Corporation for administrative services provided to the Large Cap Fund.

Each Fund retains AmeriPrime Financial  Securities,  Inc. (the "Distributor") to
act as the principal  distributor of each Fund's shares.  There were no payments
made to the  Distributor  for the period  December  20,  1999  (commencement  of
operations)  through August 31, 2000 for the Fixed Income,  Opportunity  Growth,
and Value Funds,  respectively.  There were no payments made to the  Distributor
for the period January 18, 2000 (commencement of operations)  through August 31,
2000 for the Large Cap Fund.  Certain members of management of the Administrator
and the Distributor are also members of management of the AmeriPrime Trust.

Each  Fund  retains  Unified  Fund  Services,   Inc.   ("Unified"),   431  North
Pennsylvania  Street,  Indianapolis,  Indiana  43204,  and  acts as each  Fund's
transfer   agent  and,  in  such   capacity,   maintains  the  records  of  each
shareholder's account answers shareholders  inquiries concerning their accounts,
processes  purchases and redemptions of each Fund's shares, acts as dividend and
distribution  disbursing agent and performs other transfer agent and shareholder
service functions.

For its  services as  transfer  agent,  Unified  receives a monthly fee from the
Funds of $1.20 per shareholder  (subject to a minimum monthly fee of $900).  For
the period  December 20, 1999  (commencement  of operations of the Fixed Income,
Opportunity  Growth, and Value Funds) through August 31, 2000 and for the period
of January 19, 2000  (commencement  of  operations  for Large Cap Fund)  through
August 31, 2000,  Unified  received  fees of $10,013,  $10,022,  and $9,907 from
Nashville Capital  Corporation for transfer agent services provided to the Fixed
Income,  Opportunity  Growth,  and Value Funds,  respectively and $8,993 for the
Large Cap Fund. In addition,  Unified  provides  each Fund with fund  accounting
services,  which  includes  certain  monthly  reports,  record keeping and other
management-related  services.  For  its  services  as fund  accountant,  Unified
receives an annual fee from the Nashville  Capital  Corporation 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 0.020% of each Fund's  assets over $300 million
(subject to various  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 of the Fixed Income,  Opportunity  Growth,  and Value Funds)  through
August  31,  2000 and for the  period  of  January  18,  2000  (commencement  of
operations for Large Cap Fund) through August 31, 2000, Unified received fees of
$17,319, $17,961, and $15,102 for fund accounting services provided to the Fixed
Income, Opportunity Growth, and Value Funds,  respectively,  and a fee of $8,205
for fund accounting services provided to the Large Cap Fund.

NOTE 5.  SHARE TRANSACTIONS

FIXED INCOME  FUND.  As of August 31,  2000,  there were an unlimited  number of
authorized  shares  for the  Fund.  Paid in  capital  at  August  31,  2000  was
$30,288,043.
                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED

NOTE 5.  SHARE TRANSACTIONS - CONTINUED

Transactions in shares were as follows:
<TABLE>
<CAPTION>

                                                        FOR THE PERIOD DECEMBER 20, 1999
                                                          (COMMENCEMENT OF OPERATIONS)
                                                               TO AUGUST 31, 2000
<S>                                     <C>                                <C>
                                                  SHARES                         DOLLARS

Shares sold                                     3,125,249                       31,244,919
Shares issued from
Reinvested of Dividend                              4,860                           48,153
Shares redeemed                                  (214,406)                      (2,119,549)
                                         -------------------               --------------------
                                                2,915,703                      $29,173,523
                                         ===================               ====================
</TABLE>

OPPORTUNITY  GROWTH FUND. As of August 31, 2000,  there were an unlimited number
of  authorized  shares for the Fund.  Paid in  capital  at August  31,  2000 was
$43,001,812.

Transactions in shares were as follows:
<TABLE>
<CAPTION>

                                                        FOR THE PERIOD DECEMBER 20, 1999
                                                          (COMMENCEMENT OF OPERATIONS)
                                                               TO AUGUST 31, 2000
<S>                                             <C>                             <C>
                                                  SHARES                         DOLLARS

Shares sold                                      8,618,264                       87,385,790
Shares redeemed                                 (1,916,312)                     (21,338,320)
                                                -----------                     ------------
                                                 6,701,952                      $66,047,470
                                                ===========                     ============
</TABLE>

VALUE FUND.  As of August 31, 2000 there was an unlimited  number of  authorized
shares for the Fund. Paid in capital at August 31, 2000 was $18,985,790.

Transactions in shares were as follows:
<TABLE>
<CAPTION>

                                                        FOR THE PERIOD DECEMBER 20, 1999
                                                          (COMMENCEMENT OF OPERATIONS)
                                                               TO AUGUST 31, 2000
<S>                                           <C>                          <C>
                                                  SHARES                         DOLLARS

Shares sold                                      1,883,761                      18,835,833
Shares redeemed                                   (190,565)                     (1,993,457)
                                              --------------                   ------------
                                                 1,693,196                     $16,842,376
                                              ==============                   ============
</TABLE>

LARGE CAP  FUND.  As of August  31,  2000,  there  were an  unlimited  number of
authorized  shares  for the  Fund.  Paid in  capital  at  August  31,  2000  was
$12,397,674.

Transactions in shares were as follows:
<TABLE>
<CAPTION>

                                                        FOR THE PERIOD JANUARY 18, 1999
                                                          (COMMENCEMENT OF OPERATIONS)
                                                               TO AUGUST 31, 2000
<S>                                           <C>                             <C>
                                                  SHARES                         DOLLARS

Shares sold                                      1,315,309                      $12,609,433
Shares redeemed                                    (22,374)                        (211,759)
                                              -------------                     ------------
                                                 1,292,935                      $12,397,674
                                              =============                     ============
</TABLE>

                                 MONTEAGLE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED

NOTE 6.  INVESTMENTS

FIXED INCOME FUND. For the period December 20, 1999 (commencement of operations)
to August 31, 2000  purchases  and sales of  investment  securities,  other than
short-term  investments,  aggregated $13,891,412 and $11,620,723,  respectively.
The gross unrealized  appreciation  for all securities  totaled $192,954 and the
gross  unrealized  depreciation  for all securities  totaled  $827,904 for a net
unrealized  depreciation  of $634,950.  The  aggregate  cost of  securities  for
federal income tax purposes at August 31, 2000 was $29,656,504.

OPPORTUNITY  GROWTH  FUND.  For the period  December 20, 1999  (commencement  of
operations)  to August 31, 2000  purchases and sales of  investment  securities,
other than short-term  investments,  aggregated  $286,287,871 and  $295,567,172,
respectively.  The gross  unrealized  appreciation  for all  securities  totaled
$15,302,746 and the gross  unrealized  depreciation  for all securities  totaled
$176,136 for a net unrealized appreciation of $15,126,610. The aggregate cost of
securities for federal income tax purposes at August 31, 2000 was $61,939,234.

VALUE FUND.  For the period  December 20, 1999  (commencement  of operations) to
August  31,  2000  purchases  and sales of  investment  securities,  other  than
short-term  investments,  aggregated $44,428,304 and $45,753,100,  respectively.
The gross unrealized  appreciation for all securities totaled $1,458,256 and the
gross unrealized  depreciation for all securities  totaled  $1,190,197 for a net
unrealized  appreciation  of $268,059.  The  aggregate  cost of  securities  for
federal income tax purposes at August 31, 2000 was $19,420,099.

LARGE CAP FUND. For the period January 18, 2000  (commencement of operations) to
August  31,  2000  purchases  and sales of  investment  securities,  other  than
short-term investments, aggregated $13,563,736 and $2,178,070, respectively. The
gross  unrealized  appreciation  for all securities  totaled  $1,110,580 and the
gross  unrealized  depreciation  for all securities  totaled  $222,044 for a net
unrealized  appreciation  of $888,536.  The  aggregate  cost of  securities  for
federal income tax purposes at August 31, 2000 was $11,910,362.

NOTE 7. ESTIMATES

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

NOTE 8. RELATED PARTY TRANSACTIONS

Nashville Capital Corporation and the advisers are not registered broker-dealers
of securities  and thus do not receive  commissions  on trades made on behalf of
the Funds. The beneficial ownership, either directly or indirectly, of more than
25% of the voting  securities of a Fund creates a presumption  of control of the
Fund, under Section 2(a)(9) of the Investment  Company Act of 1940. As of August
31, 2000, Farmers and Merchants  Corporation,  for the benefit of its customers,
beneficially owned 100% of each Fund.
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

To The Shareholders and Board of Trustees
Monteagle Opportunity Growth Fund
Monteagle Value Fund
Monteagle Large Cap Fund
Monteagle Fixed Income Fund
(series of AmeriPrime Advisors Trust)

We have audited the accompanying statements of assets and liabilities, including
the schedules of  investments,  of the Monteagle  Opportunity  Growth Fund,  the
Monteagle  Value Fund,  the  Monteagle  Large Cap Fund and the  Monteagle  Fixed
Income Fund, as of August 31, 2000, the related  statements of  operations,  the
statements of changes in net assets,  and the financial  highlights  for each of
the periods indicated.  These financial  statements and financial highlights are
the responsibility of the Funds' management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of investments and cash held as
of August 31, 2000 by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects,  the financial  positions of the
Monteagle Opportunity Growth Fund, the Monteagle Value Fund, the Monteagle Large
Cap Fund and the Monteagle  Fixed Income Fund as of August 31, 2000, the results
of their  operations,  the  changes  in their net  assets,  and their  financial
highlights  for each of the  periods  indicated  in  conformity  with  generally
accepted accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
September 24, 2000


Dear Fellow Shareholders,

The StoneRidge  Funds have performed well since their inception in October 1999.
The StoneRidge  Small Cap Equity Fund has returned  71.94% from its inception on
October 1, 1999  versus the  Russell  2000 Growth  index  return of 36.44%.  The
StoneRidge  Equity Fund has returned  36.93%  since its  inception on October 1,
1999 versus a return of 19.58% for the Standard & Poor's 500 index. Finally, the
StoneRidge Bond Fund advanced 5.21% since its October 13, 1999 inception  versus
the 5.70% return of the Lehman Intermediate Government/Corporate Index.

Outlook

Since the  inception of the  StoneRidge  Funds last year,  both equity and fixed
income  markets have been  extremely  volatile.  Some of the more vexing  issues
facing  investors  over the past  year  have been  high  energy  prices,  rising
inflation  and  interest  rates,  the strong US dollar,  the  Federal  Reserve's
tightening  actions,  historically  high equity  valuations,  slowing  corporate
earnings,  presidential and congressional elections and political instability in
the Middle East.  This is quite a daunting  list, but is not meant to imply that
all is bleak. When viewed from a more upbeat perspective,  there are a number of
positives  in the list as well.  The Fed is  likely  finished  raising  interest
rates.  While inflation has risen during the year, it has not become problematic
thanks to this same aggressive action by the Fed. Likewise,  interest rates have
begun to decline and energy prices appear to have ceased their steep climb.  The
elections have been settled and equity valuations are becoming more reasonable.

The greatest remaining difficulty for the equity markets is the nascent economic
slowdown.  The potential  far-reaching  impacts of a slowing economy are causing
weak stock markets and relatively strong bond markets at present. Only time will
tell whether the Fed will be able to achieve the economic soft landing it seeks.

We think that patient  investors  should  continue to seek  investments in those
companies exhibiting positive earnings momentum and attractive  valuations.  The
quantitative  methods  utilized  by  StoneRidge  to  assist  us  in  identifying
attractive  investments focus specifically on these attributes.  The qualitative
analysis performed by our team of sector specialists confirms our belief that we
are  investing  in the  best  available  securities  on  behalf  of  our  fellow
investors.

We are grateful for the trust you have placed in the StoneRidge Funds. We pledge
to do  everything  we can to continue to earn that trust.  We look  forward to a
successful new year.

Sincerely,



Joseph E. Stocke, CFA
Managing Director and Chief Investment Officer
StoneRidge Investment Partners
<PAGE>


StoneRidge Equity Fund

The  StoneRidge  Equity Fund has  performed  well since its inception in October
1999, led higher by superior stock selection in a number of economic sectors. In
the last few months of the Fund's  fiscal year,  there has been a notable  shift
away from the  recent  narrow  focus on ultra  large cap  stocks in favor of mid
caps. The increase in market breadth favors funds like ours, which invest across
a spectrum of market capitalizations.

                                             Percent of Net Assets
    Ten Largest Equity Holdings                 August 31, 2000
    ---------------------------                 ---------------
    WorldCom, Inc.                                      4.19%
    General Electric Co.                                4.06%
    Apple Computer, Inc.                                3.70%
    EMC Corp.                                           3.65%
    America Online, Inc.                                3.48%
    AES Corp.                                           2.96%
    Texas Instruments, Inc.                             2.40%
    CIENA Corp.                                         2.38%
    Integrated Device Technology, Inc.                  2.38%
    Cisco Systems, Inc.                                 2.36%
                                                       -------
     Total                                             31.56%


                                              Percent of Net Assets
    Sector Weightings                            August 31, 2000
    -----------------                            ---------------
    Basic Materials                                     1.99%
    Capital Goods                                       8.59%
    Consumer Cyclicals                                 10.59%
    Consumer Staples                                    3.93%
    Energy                                              5.18%
    Finance                                            14.42%
    Health Care                                         7.09%
    Technology                                         31.65%
    Telecommunications                                  8.22%
    Utilities                                           3.74%
    Cash                                                4.60%
                                                      -------
     Total                                            100.00%


We believe the  StoneRidge  Equity Fund will  continue to perform  well over the
long term. Our focus is on investments in mid cap to large cap stocks possessing
a combination of good growth prospects and reasonable  valuation.  The Fund will
continue to be diversified across all economic sectors.  We expect this approach
to continue to unlock value in this difficult marketplace.

                RETURNS FOR THE PERIODS ENDING AUGUST 31, 2000

                                                         Average Annual
                                                     Return Since Inception
      Fund/Index                                       (October 1, 1999)
      ----------                                     ----------------------
      StoneRidge Equity Fund                                 36.93%
      S&P 500 Index                                          19.58%


                                    [OBJECT OMITTED]

                                   StoneRidge Equity Fund      S&P 500 Index

            10/01/99                    $10,000                 $10,000
            10/31/99                    $10,780                 $10,633
            11/30/99                    $11,160                 $10,849
            12/31/99                    $11,611                 $11,487
            01/31/00                    $11,111                 $10,910
            02/29/00                    $10,941                 $10,704
            03/31/00                    $12,242                 $11,750
            04/30/00                    $11,972                 $11,397
            05/31/00                    $11,461                 $11,163
            06/30/00                    $12,192                 $11,438
            07/31/00                    $12,202                 $11,259
            08/31/00                    $13,693                 $11,958



            This chart shows the value of a hypothetical  initial  investment of
            $10,000  in the  Fund  and the S&P 500  Index  on  October  1,  1999
            (commencement  of operations)  and held through August 31, 2000. The
            S&P 500 Index is a widely recognized unmanaged index of common stock
            prices.  Performance  figures  reflect  the  change  in value of the
            stocks  in  the  index,   reinvestment  of  dividends  and  are  not
            annualized.  The index returns do not reflect  expenses,  which have
            been deducted from the Fund's return.  THE FUND'S RETURN  REPRESENTS
            PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.



StoneRidge Small Cap Equity Fund

The  StoneRidge  Small Cap Equity Fund has  performed  extremely  well since its
inception in October 1999. A number of factors  contributed to this performance.
Chief among those was superior stock selection.  The Fund additionally benefited
from strategic over and under weightings in certain economic  sectors.  Finally,
the StoneRidge Small Cap Equity Fund was a natural beneficiary of the shift away
from the narrow focus on ultra large cap stocks in favor of small cap stocks.

                                              Percent of Net Assets
    Ten Largest Equity Holdings                 August 31, 2000
    ---------------------------                 ---------------
    Electronics Boutique Holdings Corp.              5.07%
    Actuate Corp.                                    5.06%
    Rudolph Technologies, Inc.                       4.50%
    Diversa Corp.                                    4.03%
    REX Stores Corp.                                 3.92%
    AirGate PCS, Inc.                                3.43%
    JNI Corp.                                        3.33%
    Pemstar, Inc.                                    3.19%
    F5 Networks, Inc.                                2.42%
    MIPS Technologies, Inc. - Class A                2.32%
                                                    -------
     Total                                          37.27%


                                              Percent of Net Assets
    Sector Weightings                            August 31, 2000
    -----------------                            ---------------
    Capital Goods                                     1.62%
    Consumer Cyclicals                               16.51%
    Consumer Staples                                  1.95%
    Energy                                            7.33%
    Finance                                           2.82%
    Health Care                                      16.26%
    Technology                                       36.32%
    Telecommunications                                9.34%
    Cash                                              7.85%
                                                     -------
     Total                                          100.00%



We believe the  StoneRidge  Small Cap Equity Fund will  continue to perform well
over the long term. We are optimistic  that the Fund's focus on selecting  those
small cap stocks with a combination  of robust growth  prospects and  reasonable
valuation will lead to continued outperformance.

                RETURNS FOR THE PERIODS ENDING AUGUST 31, 2000

                                                       Average Annual
                                                   Return Since Inception
      Fund/Index                                      (October 1, 1999)
      ----------                                   ----------------------
      StoneRidge Small Cap Equity Fund                      71.94%
      Russell 2000 Growth Index                             36.44%



                                  [OBJECT OMITTED]

                                  StoneRidge Small Cap    Russell 2000
                                     Equity Fund          Growth Index

             10/01/99                   $10,000              $10,000
             10/31/99                   $11,140              $10,256
             11/30/99                   $12,570              $11,341
             12/31/99                   $13,676              $13,339
             01/31/00                   $14,071              $13,215
             02/29/00                   $15,314              $16,290
             03/31/00                   $16,112              $14,578
             04/30/00                   $13,788              $13,106
             05/31/00                   $12,019              $11,958
             06/30/00                   $15,253              $13,503
             07/31/00                   $14,778              $12,346
             08/31/00                   $17,194              $13,644



             This chart shows the value of a hypothetical  initial investment of
             $10,000  in  the  Fund  and  the  S&P 500 Index  on October 1, 1999
             (commencement  of operations)  and  held  through  August 31, 2000.
             The S&P 500 Index  is a widely recognized unmanaged index of common
             stock  prices.  Performance  figures  reflect  the change  in value
             of the stocks in the index, reinvestment of dividends  and  are not
             annualized.  The  index  returns  do  not reflect  expenses,  which
             have been  deducted  from the  Fund's  return.  THE  FUND'S  RETURN
             REPRESENTS  PAST  PERFORMANCE  AND  IS  NOT  PREDICTIVE  OF  FUTURE
             RESULTS.



StoneRidge Bond Fund

The  StoneRidge  Bond  Fund has  marginally  trailed  its  benchmark  since  its
inception in October 1999. This Fund's  investments have been skewed in favor of
fixed income sectors stressing higher yields, notably investment grade corporate
bonds and asset and mortgage backed securities.  Economic activity has slowed in
the face of higher interest rates and this has led to relative  underperformance
in the  sectors we  favored  and  outperformance  by  Treasuries,  where we have
maintained an underweighted posture.

                                                  Percent of Net Assets
                 Sector Weightings                   August 31, 2000
                 -----------------                   ---------------
                 U.S. Treasury                            16.41%
                 U.S. Agency                               8.71%
                 Mortgage Backed                          13.98%
                 Asset Backed                              4.70%
                 Industrial                               19.68%
                 Utilities                                11.40%
                 Finance                                  13.95%
                 Cash                                     11.17%
                                                          ------
                  Total                                  100.00%



We remain  optimistic  about the prospects for the Fund. As the economy  regains
its  footing,  we believe the focus of the Fund on higher  yielding,  investment
grade securities will yield positive results.

                     RETURNS FOR THE PERIODS ENDING AUGUST 31, 2000

                                                           Average Annual
                                                       Return Since Inception
         Fund/Index                                       (October 13, 1999)
         ----------                                    ----------------------
         StoneRidge Bond Fund                                   5.21%
         Lehman Intermediate
            Government/Corporate Bond Index                     5.70%



                                    [OBJECT OMITTED]

                                                      Lehman Intermediate
                              StoneRidge Bond Fund    Govt/Corp Bond Index

              10/13/99              $10,000                 $10,000
              10/31/99              $10,090                 $10,065
              11/30/99              $10,105                 $10,078
              12/31/99              $10,059                 $10,045
              01/31/00              $10,016                 $10,008
              02/29/00              $10,086                 $10,090
              03/31/00              $10,201                 $10,196
              04/30/00              $10,178                 $10,172
              05/31/00              $10,178                 $10,188
              06/30/00              $10,341                 $10,368
              07/31/00              $10,404                 $10,447
              08/31/00              $10,521                 $10,570


              This chart shows the value of a hypothetical initial investment of
              $10,000  in  the  Fund  and  the  unmanaged  Lehman   Intermediate
              Government/Corporate  Bond Index on October 13, 1999 (commencement
              of  operations)  and held  through  August 31,  2000.  Performance
              figures  include  the   reinvestment  of  dividends  and  are  not
              annualized.  The index returns do not reflect expenses, which have
              been deducted from the Fund's return. THE FUND'S RETURN REPRESENTS
              PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

<PAGE>
<TABLE>
<CAPTION>
STONERIDGE EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000
<S>                                                                 <C>                    <C>
COMMON STOCKS - 95.4%                                                 SHARES                     VALUE

ADVERTISING - 2.0%
Interpublic Group of Companies, Inc.                                   1,400                        $ 53,550
Lamar Advertising Co. (a)                                              1,300                          60,369
                                                                                            -----------------
                                                                                                     113,919
                                                                                            -----------------
AEROSPACE & DEFENSE - 1.3%
Northrop Grumman Corp.                                                 1,000                          77,813
                                                                                            -----------------
AIRLINES - 0.6%
Delta Air Lines, Inc.                                                    650                          32,175
                                                                                            -----------------
APPAREL STORES - 0.6%
Abercrombie & Fitch Co. - Class A (a)                                  1,400                          32,462
                                                                                            -----------------
AUTOS & AUTO PARTS - 1.6%
Ford Motor Co.                                                           656                          15,856
General Motors Corp.                                                     225                          16,242
Lear Corp. (a)                                                         2,775                          59,836
                                                                                            -----------------
                                                                                                      91,934
                                                                                            -----------------
BANKS - 5.3%
Bank of America Corp.                                                  1,250                          66,953
Chase Manhattan Corp.                                                    675                          37,716
Comerica, Inc.                                                           575                          32,380
FleetBoston Financial Corp.                                              625                          26,680
Hibernia Corp. - Class A                                               1,920                          24,120
North Fork Bancorp, Inc.                                               1,460                          26,098
PNC Financial Services Group, Inc.                                       500                          29,469
UnionBanCal Corp.                                                      2,530                          62,776
                                                                                            -----------------
                                                                                                     306,192
                                                                                            -----------------
BEVERAGES - 1.5%
Anheuser-Busch Companies, Inc.                                           175                          13,792
Canandaigua Brands, Inc. - Class A (a)                                   400                          21,550
PepsiCo, Inc.                                                          1,200                          51,150
                                                                                            -----------------
                                                                                                      86,492
                                                                                            -----------------
BROADCASTING - 3.0%
Infinity Broadcasting Corp - Class A (a)                               3,025                         114,572
USA Networks, Inc.                                                     2,375                          57,148
                                                                                            -----------------
                                                                                                     171,720
                                                                                            -----------------
CABLE TV & SATELLITE SYSTEMS - 1.8%
Charter Communications, Inc. - Class A (a)                             5,025                          76,945
Cox Communications, Inc. - Class A (a)                                   800                          28,450
                                                                                            -----------------
                                                                                                     105,395
                                                                                            -----------------
CHEMICALS - 0.9%
Praxair, Inc.                                                          1,150                          50,888
                                                                                            -----------------


STONERIDGE EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000

COMMON STOCKS - CONTINUED                                         SHARES                         VALUE

COMPUTER HARDWARE - 10.9%
Apple Computer, Inc.                                                   3,525                       $ 214,805
Cisco Systems, Inc. (a)                                                2,000                         137,250
Compaq Computer Corp.                                                  1,800                          61,312
EMC Corp.  (a)                                                         2,165                         212,170
F5 Networks, Inc. (a)                                                    175                          10,150
                                                                                            -----------------
                                                                                                     635,687
                                                                                            -----------------
DEPARTMENT STORES - 0.5%
Federated Department Stores, Inc. (a)                                    710                          19,614
Saks, Inc. (a)                                                         1,200                          12,000
                                                                                            -----------------
                                                                                                      31,614
                                                                                            -----------------
DISCOUNT STORES - 0.2%
Target Corp.                                                             350                           8,138
                                                                                            -----------------
DRUGS & PHARMACEUTICALS - 6.0%
American Home Products Corp.                                             800                          43,350
Merck & Co., Inc.                                                        350                          24,456
Mylan Laboratories, Inc.                                               1,650                          43,828
Pfizer, Inc.                                                             281                          12,153
Pharmacia Corp.                                                        1,510                          88,429
Schering-Plough Corp.                                                    250                          10,031
Watson Pharmaceuticals, Inc. (a)                                       2,045                         126,151
                                                                                            -----------------
                                                                                                     348,398
                                                                                            -----------------
ELECTRIC UTILITIES - 0.8%
Dominion Resources, Inc.                                                 500                          26,500
Duke Energy Corp.                                                        250                          18,703
                                                                                            -----------------
                                                                                                      45,203
                                                                                            -----------------
ELECTRONIC INSTRUMENTS & CONTROLS - 1.4%
Celestica, Inc. (a)                                                    1,050                          82,031
                                                                                            -----------------
ENERGY SERVICES - 0.7%
R & B Falcon Corp. (a)                                                 1,350                          38,475
                                                                                            -----------------
FINANCIAL SERVICES - 4.5%
Associates First Capital Corp.                                           950                          26,719
AXA Financial, Inc.                                                      350                          18,113
Citigroup, Inc.                                                        2,267                         132,317
Federal National Mortgage Assoc.                                         475                          25,531
Household International, Inc.                                            550                          26,400
Providian Financial Corp.                                                275                          31,608
                                                                                            -----------------
                                                                                                     260,688
                                                                                            -----------------
GAMBLING & CASINOS - 0.3%
Harrah's Entertainment, Inc. (a)                                         600                          17,025
                                                                                            -----------------

STONERIDGE EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000

COMMON STOCKS - CONTINUED                                         SHARES                         VALUE

GROCERY STORES - 1.5%
Kroger Co. (a)                                                         3,275                        $ 74,302
Safeway, Inc. (a)                                                        250                          12,328
                                                                                            -----------------
                                                                                                      86,630
                                                                                            -----------------
HEALTHCARE FACILITIES - 0.8%
HEALTHSOUTH Corp. (a)                                                  3,655                          22,387
Tenet Healthcare Corp.                                                   850                          26,350
                                                                                            -----------------
                                                                                                      48,737
                                                                                            -----------------
INDEPENDENT POWER PRODUCERS - 3.0%
AES Corp. (a)                                                          2,700                         172,125
                                                                                            -----------------
INSURANCE - 3.9%
Allstate Corp.                                                           950                          27,609
American International Group, Inc.                                       850                          75,756
Hartford Financial Services Group, Inc.                                  725                          48,303
Nationwide Financial Services, Inc. - Class A                          1,925                          76,759
                                                                                            -----------------
                                                                                                     228,427
                                                                                            -----------------
INTERNET SERVICES - 4.2%
America Online, Inc. (a)                                               3,450                         202,256
At Home Corp. - Class A (a)                                            1,000                          14,563
Genuity, Inc.(a)                                                       2,250                          19,406
Walt Disney Internet Group (a)                                           600                           9,825
                                                                                            -----------------
                                                                                                     246,050
                                                                                            -----------------
INVESTMENT SERVICES - 0.7%
Knight Trading Group, Inc. (a)                                         1,375                          43,141
                                                                                            -----------------
LODGING - 0.1%
Cendant Corp. (a)                                                        550                           7,253
                                                                                            -----------------
LUMBER & WOOD PRODUCTS - 0.3%
Georgia-Pacific Group                                                    600                          16,050
                                                                                            -----------------
MANUFACTURER - DIVERSIFIED - 6.3%
General Electric Co.                                                   4,025                         236,217
Honeywell International, Inc.                                            400                          15,425
Tyco International Ltd.                                                2,000                         114,000
                                                                                            -----------------
                                                                                                     365,642
                                                                                            -----------------
MEDIA - DIVERSIFIED - 0.3%
Viacom, Inc. - Class A (a)                                               250                          16,938
                                                                                            -----------------
MEDICAL EQUIPMENT & SUPPLIES - 0.2%
Sybron International Corp. (a)                                           650                          14,787
                                                                                            -----------------

STONERIDGE EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000

COMMON STOCKS - CONTINUED                                         SHARES                         VALUE

METALS & MINING - 0.5%
Alcan Aluminium Ltd.                                                     825                        $ 27,070
                                                                                            -----------------
MISCELLANEOUS COMMUNICATIONS SERVICES - 0.4%
Critical Path, Inc. (a)                                                  225                          17,381
TyCom Ltd. (a)                                                           100                           4,162
                                                                                            -----------------
                                                                                                      21,543
                                                                                            -----------------
OIL & GAS - 4.1%
Apache Corp.                                                             375                          23,625
Exxon Mobil Corp.                                                      1,350                         110,194
Kerr-McGee Corp.                                                         925                          58,448
USX-Marathon Group                                                     1,750                          48,016
                                                                                            -----------------
                                                                                                     240,283
                                                                                            -----------------
OIL REFINING - 0.4%
Sunoco, Inc.                                                             825                          22,430
                                                                                            -----------------
PAPER & PAPER PRODUCTS - 0.4%
Smurfit-Stone Container Corp. (a)                                      1,650                          21,656
                                                                                            -----------------
RESTAURANTS - 0.3%
TRICON Global Restaurants, Inc. (a)                                      650                          18,931
                                                                                            -----------------
SEMICONDUCTORS - 12.3%
Altera Corp. (a)                                                       1,200                          77,775
Applied Materials, Inc. (a)                                              725                          62,577
Integrated Device Technology, Inc. (a)                                 1,575                         138,206
KLA-Tencor Corp. (a)                                                   1,600                         105,000
LSI Logic Corp. (a)                                                      925                          33,242
MIPS Technologies, Inc. - Class A (a)                                    725                          41,506
Texas Instruments, Inc.                                                2,080                         139,230
TriQuint Semiconductor, Inc. (a)                                       2,155                         119,198
                                                                                            -----------------
                                                                                                     716,734
                                                                                            -----------------
SPECIALTY CONTRACTING SERVICES - 0.4%
Quanta Services, Inc. (a)                                                500                          23,375
                                                                                            -----------------
TELECOMMUNICATION EQUIPMENT - 2.7%
CIENA Corp. (a)                                                          625                         138,555
QUALCOMM, Inc. (a)                                                       350                          20,956
                                                                                            -----------------
                                                                                                     159,511
                                                                                            -----------------

STONERIDGE EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000

COMMON STOCKS - CONTINUED                                         SHARES                         VALUE

TELECOMMUNICATION SERVICES - 7.8%
AT&T Corp.                                                               716                        $ 22,566
Global Crossing Ltd. (a)                                                 425                          12,777
NEXTLINK Communications, Inc. - Class A (a)                            3,200                         112,200
Time Warner Telecom, Inc. - Class A.                                     450                          29,223
Verizon Communications                                                   823                          35,903
WorldCom, Inc. (a)                                                     6,675                         243,637
                                                                                            -----------------
                                                                                                     456,306
                                                                                            -----------------
TOBACCO - 0.9%
Philip Morris Companies, Inc.                                          1,875                          55,547
                                                                                            -----------------

TOTAL COMMON STOCKS (COST $4,758,962)                                                              5,545,415
                                                                                            -----------------

                                                                 PRINCIPAL
                                                                   AMOUNT                        VALUE

MONEY MARKET SECURITIES - 5.5%
Firstar Treasury Fund, 5.53% (b) (Cost $320,725)                     320,725                         320,725
                                                                                            -----------------
TOTAL INVESTMENTS - 100.9% (COST $5,079,687)                                                       5,866,140
                                                                                            -----------------
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.9)%                                                       (53,191)
                                                                                            -----------------
TOTAL NET ASSETS - 100.0%                                                                        $ 5,812,949
                                                                                            =================

(a) Non-Income Producing
(b) Variable rate security;  the coupon rate shown represents the rate at August 31, 2000.
</TABLE>
<PAGE>
<TABLE>
<S>                                                            <C>                 <C>
STONERIDGE EQUITY FUND                                                                 AUGUST 31, 2000
STATEMENT OF ASSETS & LIABILITIES

ASSETS

Investment in securities (cost $5,079,687)                                                 $ 5,866,140
Dividends receivable                                                                             4,646
Interest receivable                                                                              1,135
Receivable for securities sold                                                                  83,708
Receivable from advisor                                                                          7,285
                                                                                       -------------------
   TOTAL ASSETS                                                                              5,962,914

LIABILITIES

Other payables and accrued expenses                                   $ 11,309
Payable to custodian bank                                               56,516
Payable for securities purchased                                        82,140
                                                                 ------------------
   TOTAL LIABILITIES                                                                           149,965
                                                                                        -------------------

NET ASSETS                                                                                 $ 5,812,949
                                                                                        ===================

Net Assets consist of:
Paid in capital                                                                            $ 4,161,078
Accumulated undistributed net investment income                                                  6,436
Accumulated undistributed net realized gain on investments                                     858,982
Net unrealized appreciation on investments                                                     786,453
                                                                                        -------------------

NET ASSETS for 424,900 shares                                                              $ 5,812,949
                                                                                        ===================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share ($5,812,949 / 424,900)                           $ 13.68
                                                                                        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE EQUITY FUND
STATEMENT OF OPERATIONS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                                                       <C>           <C>
INVESTMENT INCOME
Dividend income                                                                                 $ 37,550
Interest income                                                                                   14,682
                                                                                          ---------------
TOTAL INCOME                                                                                      52,232

EXPENSES
Investment advisory fee                                                        $ 27,017
Administration fees                                                              27,500
Transfer agent fees                                                              18,112
Pricing & bookkeeping fees                                                       11,700
Custodian fees                                                                    8,352
Legal fees                                                                        7,637
Audit fees                                                                        4,938
Registration fees                                                                 2,033
Trustees' fees                                                                    1,332
Shareholder reports                                                                 512
Insurance                                                                           360
Taxes                                                                                20
Miscellaneous fees                                                                  335
                                                                      ------------------
Total expenses before reimbursement                                             109,848
Expenses waived and reimbursed by the advisor                                   (60,135)
Expenses waived and reimbursed by the administrator                              (9,187)
                                                                      ------------------
Total operating expenses                                                                          40,526
                                                                                          ---------------
NET INVESTMENT INCOME                                                                             11,706
                                                                                          ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                      858,982
Change in net unrealized appreciation (depreciation)
   on investment securities                                                     786,453
                                                                      ------------------
Net gain on investment securities                                                              1,645,435
                                                                                          ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                         $ 1,657,141
                                                                                          ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD OCTOBER 1, 1999
(COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                                                                   <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net investment income                                                                       $ 11,706
   Net realized gain on investment securities                                                   858,982
   Change in net unrealized appreciation (depreciation)                                         786,453
                                                                                         ---------------
   Net increase in net assets resulting from operations                                       1,657,141
                                                                                         ---------------
DISTRIBUTIONS TO SHAREHOLDERS
   From net investment income                                                                    (5,270)
   From net realized gain                                                                             0
                                                                                         ---------------
  Total distributions                                                                            (5,270)
                                                                                         ---------------
SHARE TRANSACTIONS
   Net proceeds from sale of shares                                                          10,585,135
   Shares issued in reinvestment                                                                  5,270
   Shares redeemed                                                                           (6,429,327)
                                                                                         ---------------
   Net increase in net assets resulting
   from share transactions                                                                    4,161,078
                                                                                         ---------------
TOTAL INCREASE IN NET ASSETS                                                                  5,812,949
                                                                                         ---------------

Net Assets
   Beginning of period                                                                                0
                                                                                         ---------------
   End of period [including accumulated undistributed net
      investment income of $6,436]                                                          $ 5,812,949
                                                                                         ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE EQUITY FUND
FINANCIAL HIGHLIGHTS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                              <C>

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
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>
<TABLE>
<CAPTION>
STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000
<S>                                                         <C>                           <C>

COMMON STOCKS - 92.2%                                             SHARES                         VALUE

ADVERTISING - 1.9%
@Plan, Inc. (a)                                                       16,833                       $ 102,050
Snyder Communications, Inc. (a)                                        9,500                         260,063
                                                                                            -----------------
                                                                                                     362,113
                                                                                            -----------------
APPAREL STORES - 0.9%
Abercrombie & Fitch Co. - Class A (a)                                  7,425                         172,167
                                                                                            -----------------
BANKS - 1.9%
GBC Bancorp                                                            4,575                         173,278
Hibernia Corp. - Class A                                              14,600                         183,412
                                                                                            -----------------
                                                                                                     356,690
                                                                                            -----------------
BIOTECHNOLOGY - RESEARCH - 9.8%
Applied Molecular Evolution, Inc. (a)                                  6,200                         199,563
Biomatrix, Inc. (a)                                                    3,725                          79,156
Cell Genesys, Inc. (a)                                                 4,420                         136,191
Diversa Corp. (a)                                                     26,965                         768,502
Dyax Corp. (a)                                                        10,800                         378,000
Guilford Pharmaceuticals, Inc. (a)                                     3,850                         102,987
Large Scale Biology Corp. (a)                                          1,955                          60,422
NeoPharm, Inc. (a)                                                     1,985                          47,888
Telik, Inc. (a)                                                        8,650                          88,122
                                                                                            -----------------
                                                                                                   1,860,831
                                                                                            -----------------
BUSINESS SERVICES - 1.1%
Digitas, Inc. (a)                                                      6,200                          85,250
IXL Enterprises, Inc. (a)                                             12,900                         123,356
                                                                                            -----------------
                                                                                                     208,606
                                                                                            -----------------
COMPUTER & SOFTWARE STORES - 5.1%
Electronics Boutique Holdings Corp. (a)                               42,880                         964,800
                                                                                            -----------------
COMPUTER HARDWARE - 5.7%
JNI Corp. (a)                                                          9,460                         635,003
F5 Networks, Inc. (a)                                                  7,950                         461,100
                                                                                            -----------------
                                                                                                   1,096,103
                                                                                            -----------------
COMPUTER SERVICES & SOFTWARE - 11.3%
Actuate Corp. (a)                                                     37,150                         963,578
Allaire Corp. (a)                                                      4,500                         152,719
AppNet, Inc. (a)                                                       5,450                         269,434
Bluestone Software, Inc. (a)                                           9,750                         227,906
Digimarc Corp. (a)                                                     3,625                          54,375
Extensity, Inc. (a)                                                    5,375                         120,937
Netsolve, Inc. (a)                                                     7,625                          67,672
Pivotal Corp. (a)                                                      6,675                         300,375
                                                                                            -----------------
                                                                                                   2,156,996
                                                                                            -----------------
CONSUMER ELECTRONIC & APPLIANCE RETAILING - 4.7%
REX Stores Corp. (a)                                                  41,725                         745,834
Sound Advice, Inc. (a)                                                18,450                         152,213
                                                                                            -----------------
                                                                                                     898,047
                                                                                            -----------------

STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000  - CONTINUED

COMMON STOCKS - CONTINUED                                          SHARES                         VALUE

CREDIT & OTHER FINANCE - 0.9%
Allied Capital Corp.                                                   8,900                       $ 180,225
                                                                                            -----------------
DRUGS & PHARMACEUTICALS - 3.1%
Esperion Therapeutics, Inc. (a)                                        4,290                          68,908
Inspire Pharmaceuticals, Inc. (a)                                      6,375                         111,563
ISTA Pharmaceuticals, Inc. (a)                                        16,900                         222,869
Matrix Pharmaceuticals, Inc. (a)                                       6,650                          97,256
Pharmaceutical Resources, Inc. (a)                                    15,275                          97,378
                                                                                            -----------------
                                                                                                     597,974
                                                                                            -----------------
ELECTRONIC INSTRUMENTS & CONTROLS - 3.2%
Pemstar, Inc. (a)                                                     32,725                         607,458
                                                                                            -----------------
ENERGY SERVICES - 6.4%
Horizon Offshore, Inc. (a)                                             5,700                         106,163
Nabors Industries, Inc. (a)                                            2,975                         141,498
National-Oilwell, Inc. (a)                                             5,627                         195,187
Newpark Resources, Inc. (a)                                            5,175                          53,044
Petroleum Geo-Services (a) (c)                                         8,350                         157,606
Smedvig A S A - Class B (c)                                           10,330                         182,066
Stolt Offshore S.A. (a) (c)                                           13,225                         183,497
Superior Energy Services, Inc. (a)                                    13,400                         147,400
Tidewater, Inc.                                                        1,075                          43,403
                                                                                            -----------------
                                                                                                   1,209,864
                                                                                            -----------------
ENGINEERING & CONSTRUCTION - 0.6%
Shaw Group, Inc. (a)                                                   2,200                         122,512
                                                                                            -----------------
ENTERTAINMENT - 0.5%
Mediabay, Inc. (a)                                                     4,500                          10,266
VDI Multimedia (a)                                                    21,950                          90,544
                                                                                            -----------------
                                                                                                     100,810
                                                                                            -----------------
FOODS - 2.0%
Canandaigua Brands, Inc. - Class A (a)                                 2,475                         133,341
Fresh Del Monte Produce, Inc. (a)                                     30,375                         178,453
Scheid Vineyards, Inc. - Class A (a)                                   8,350                          27,138
Northland Cranberries, Inc.                                           19,875                          32,297
                                                                                            -----------------
                                                                                                     371,229
                                                                                            -----------------
GAMBLING RESORTS & CASINOS - 1.9%
Sun International Hotels Ltd. (a)                                     16,335                         355,286
                                                                                            -----------------
INTERNET SERVICES - 1.4%
Backweb Technologies Ltd. (a) (c)                                      7,750                         142,406
Launch Media, Inc. (a)                                                 2,250                          17,016
N2H2, Inc. (a)                                                         4,815                          14,746
Voyager.Net, Inc. (a)                                                 13,800                          95,738
                                                                                            -----------------
                                                                                                     269,906
                                                                                            -----------------
STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000  - CONTINUED

COMMON STOCKS - CONTINUED                                          SHARES                         VALUE

MEDICAL EQUIPMENT & SUPPLIES - 2.0%
Computer Motion, Inc. (a)                                              5,200                        $ 48,100
Tripath Imaging, Inc. (a)                                             41,250                         340,312
                                                                                            -----------------
                                                                                                     388,412
                                                                                            -----------------
MEDICAL LABS & RESEARCH - 1.3%
Regeneration Technologies, Inc. (a)                                   17,325                         250,130
                                                                                            -----------------
OIL & GAS - 1.0%
Forest Oil Corp. (a)                                                  12,200                         186,813
                                                                                            -----------------
RESTAURANTS - 1.5%
California Pizza Kitchen, Inc. (a)                                     3,500                          87,281
Landry's Seafood Restaurants, Inc.                                    20,825                         163,997
Quality Dining, Inc. (a)                                              16,010                          41,026
                                                                                            -----------------
                                                                                                     292,304
                                                                                            -----------------
SEMICONDUCTORS - 12.1%
Applied Science & Technology, Inc. (a)                                 6,450                          99,572
Dialog Semiconductor Plc. (a) (c)                                      4,550                         222,950
DSP Group, Inc. (a)                                                    3,800                         175,750
MIPS Technologies, Inc. - Class A (a)                                  7,725                         442,256
Netsilicon, Inc. (a)                                                   9,135                         236,368
Rudolph Technologies, Inc. (a)                                        21,425                         857,000
Silicon Storage Technology, Inc. (a)                                   8,150                         267,422
                                                                                            -----------------
                                                                                                   2,301,318
                                                                                            -----------------
STEEL PRODUCTION - 1.0%
Maverick Tube Corp. (a)                                                6,600                         185,213
                                                                                            -----------------
TELECOMMUNICATIONS EQUIPMENT - 1.5%
Accord Networks Ltd. (a)                                              18,125                         183,516
Giganet Ltd. (a)                                                       3,225                          94,079
                                                                                            -----------------
                                                                                                     277,595
                                                                                            -----------------
TELECOMMUNICATIONS SERVICES - 4.7%
Adelphia Business Solutions, Inc. - Class A (a)                        2,750                          41,078
Allied Riser Communications, Inc. (a)                                 42,865                         348,278
Intermedia Communications, Inc. (a)                                    3,375                          70,031
Net2000 Communications, Inc. (a)                                      38,830                         339,763
US LEC Corp. - Class A (a)                                             5,700                          59,850
Viatel, Inc. (a)                                                       2,325                          31,823
                                                                                            -----------------
                                                                                                     890,823
                                                                                            -----------------
WIRELESS COMMUNICATIONS SERVICES - 4.7%
AirGate PCS, Inc. (a)                                                  9,600                         653,400
Dobson Communications Corp. (a)                                       10,900                         235,031
                                                                                            -----------------
                                                                                                     888,431
                                                                                            -----------------

TOTAL COMMON STOCKS (COST $17,245,671)                                                            17,552,656
                                                                                            -----------------

STONERIDGE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000  - CONTINUED

                                                                 PRINCIPAL
                                                                  AMOUNT                          VALUE

MONEY MARKET SECURITIES - 5.6%
Firstar Treasury Fund, 5.53% (b) (Cost $1,072,379)                 1,072,379                     $ 1,072,379
                                                                                            -----------------

TOTAL INVESTMENTS - 97.8% (COST $18,318,050)                                                      18,625,035
                                                                                            -----------------
OTHER ASSETS LESS LIABILITIES  - 2.2%                                                                421,902
                                                                                            -----------------
TOTAL NET ASSETS - 100.0%                                                                       $ 19,046,937
                                                                                            =================


(a) Non-Income Producing
(b) Variable rate security;  the coupon rate shown represents the rate at August 31, 2000.
(c) American Depository Receipt
</TABLE>
<PAGE>
<TABLE>
<S>                                                                    <C>                 <C>
STONERIDGE SMALL CAP EQUITY FUND                                                                AUGUST 31, 2000
STATEMENT OF ASSETS & LIABILITIES

ASSETS
Investment in securities (cost $18,318,050)                                                        $ 18,625,035
Cash                                                                                                     33,761
Interest receivable                                                                                       3,298
Receivable for securities sold                                                                          813,181
                                                                                             -------------------
   TOTAL ASSETS                                                                                      19,475,275

LIABILITIES
Accrued investment advisory fee payable                                            $ 1,336
Other payables and accrued expenses                                                 14,339
Payable for securities purchased                                                   412,663
                                                                          -----------------

   TOTAL LIABILITIES                                                                                    428,338
                                                                                             -------------------

NET ASSETS                                                                                         $ 19,046,937
                                                                                             ===================

Net Assets consist of:
Paid in capital                                                                                    $ 13,112,367
Accumulated undistributed net realized gain on investments                                            5,627,585
Net unrealized appreciation on investments                                                              306,985
                                                                                             -------------------

NET ASSETS, for 1,119,905 shares                                                                   $ 19,046,937
                                                                                             ===================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share ($19,046,937 / 1,119,905)                                 $ 17.01
                                                                                             ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE SMALL CAP EQUITY FUND
STATEMENT OF OPERATIONS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                                                    <C>                 <C>

INVESTMENT INCOME
Interest income                                                                                    $ 49,699
Dividend income                                                                                      17,121
                                                                                             ---------------
TOTAL INCOME                                                                                         66,820


EXPENSES
Investment advisory fee                                                         $ 122,345
Administration fees                                                                27,500
Transfer agent fees                                                                18,057
Pricing & bookkeeping fees                                                         16,500
Custodian fees                                                                     14,510
Legal fees                                                                          7,637
Audit fees                                                                          5,938
Registration fees                                                                   2,284
Trustees' fees                                                                      1,332
Insurance                                                                             503
Shareholder Reports                                                                   572
Miscellaneous fees                                                                    335
                                                                        ------------------
Total expenses before reimbursement                                               217,513
Expenses waived and reimbursed by the advisor                                     (55,415)
Expenses waived by the administrator                                               (9,167)
                                                                        ------------------
Total operating expenses                                                                            152,931
                                                                                             ---------------
NET INVESTMENT LOSS                                                                                 (86,111)
                                                                                             ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized gain on investment securities                                      5,846,273
Change in net unrealized appreciation
   on investment securities                                                       306,985
                                                                        ------------------
Net gain on investment securities                                                                 6,153,258
                                                                                             ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                            $ 6,067,147
                                                                                             ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE SMALL CAP EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD OCTOBER 1, 1999
 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                                                          <C>

INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net investment loss                                                            $      (86,111)
   Net realized gain on investment securities                                          5,846,273
   Change in net unrealized appreciation (depreciation)                                  306,985
                                                                               ------------------
   Net increase in net assets resulting from operations                                6,067,147
                                                                               ------------------
DISTRIBUTIONS TO SHAREHOLDERS
   From net investment income                                                            (10,151)
   From net realized gain                                                               (122,426)
                                                                               ------------------
   Total distributions                                                                  (132,577)
                                                                               ------------------
SHARE TRANSACTIONS
   Net proceeds from sale of shares                                                   14,051,151
   Shares issued in reinvestment                                                         131,551
   Shares redeemed                                                                    (1,070,335)
                                                                               ------------------
   Net increase in net assets resulting
      from share transactions                                                         13,112,367
                                                                               ------------------
TOTAL INCREASE IN NET ASSETS                                                          19,046,937
                                                                               ------------------
Net Assets
   Beginning of period                                                                         0
                                                                               ------------------
   End of period [including accumulated undistributed                               $ 19,046,937
     net investment income of $0]                                              ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE SMALL CAP EQUITY FUND
FINANCIAL HIGHLIGHTS FOR THE PERIOD OCTOBER 1, 1999
   (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                               <C>
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
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)

(a)  For a period of less than a full year, the total return is not annualized.
(b)  Annualized
</TABLE>
<PAGE>
<TABLE>
<S>                                                              <C>                      <C>
STONERIDGE BOND FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000

                                                                    PRINCIPAL
                                                                     AMOUNT                        VALUE

ASSET BACKED OBLIGATIONS - 4.7%
Capital One Master Trust, 1998-4 CL A, 5.43%, 1/15/2007              225,000                         $ 215,261
EQCC Home Equity Loan Trust, 1999-1 CL A-2F,
5.765%, 6/20/2015                                                    225,000                           221,336
Heller Equipment Asset Receivables, 1999-2 CL A-3,
6.65%, 3/14/2004                                                     225,000                           223,831
MBNA Master Credit Card II, 1999-I CL A,
6.40%, 1/18/2005                                                     228,000                           226,330
                                                                                              -----------------
TOTAL ASSET BACKED OBLIGATIONS ($891,175)                                                              886,758
                                                                                              -----------------

CORPORATE BONDS - 45.0%
Allstate Corp., 7.20%, 12/1/2009                                     170,000                           166,160
Anheuser-Busch Companies, Inc., 6.75%, 8/1/2003                      340,000                           340,163
Chevron Corp., 6.625%, 10/1/2004                                     300,000                           297,763
Diageo Capital PLC, 7.25%, 11/1/2009                                 300,000                           298,832
Disney (Walt) Co., 6.375%, 3/30/2001                                 250,000                           249,184
Duke Capital Corp., 7.50%, 10/1/2009                                 300,000                           299,169
FPL Group Capital, Inc., 7.375%, 6/1/2009                            365,000                           358,330
FleetBoston Financial Corp., 7.375%, 12/1/2009                       300,000                           297,066
Ford Motor Credit Corp., 6.25%, 11/8/2000                            150,000                           149,827
Ford Motor Credit Corp., 7.875%, 6/15/2010                           400,000                           402,066
GATX Capital Corp., 7.75%, 12/1/2006                                 250,000                           242,754
General Electric Capital Corp., 7.50%, 6/5/2003                      425,000                           431,117
General Motors Acceptance Corp., 7.75%, 1/19/2010                    375,000                           378,908
Goldman Sachs Group, Inc., 7.50%, 1/28/2005                          325,000                           327,208
Hartford Life, Inc., 7.10%, 6/15/2007                                140,000                           137,111
Hertz Corp., 7.00%, 4/15/2001                                        250,000                           249,451
Honeywell, Inc., 7.50%, 3/1/2010                                     290,000                           294,430
Lehman Brothers Holdings, Inc., 7.875%, 11/1/2009                    450,000                           451,135
Morgan Stanley Dean Witter & Co., 5.625%, 1/20/2004                  200,000                           191,265
Pennsylvania Electric Co., Series A, 5.75%, 4/1/2004                 400,000                           379,668
Procter & Gamble Co., 6.60%, 12/15/2004                              450,000                           446,049
Sprint Capital Corp., 6.375%, 5/1/2009                               250,000                           228,048
Target Corp., 7.50%, 2/15/2005                                       300,000                           305,120
Tele Communications, Inc., 7.25%, 8/1/2005                           300,000                           299,969
Textron, Inc., 6.375%, 7/15/2004                                     450,000                           433,862
Travelers Property Casualty Corp., 6.75%, 4/15/2001                  250,000                           249,628
WorldCom, Inc., 6.125%, 8/16/2001                                    250,000                           247,798
WorldCom, Inc., 6.40%, 8/15/2005                                     350,000                           337,022
                                                                                              -----------------
TOTAL CORPORATE BONDS ($8,483,974)                                                                   8,489,103
                                                                                              -----------------


STONERIDGE BOND FUND
SCHEDULE OF INVESTMENTS - AUGUST 31, 2000 - CONTINUED

                                                                    PRINCIPAL
                                                                     AMOUNT                        VALUE

U.S. TREASURY & AGENCY OBLIGATIONS - 39.1%
FNMA, 6.52%, 3/16/2001                                               700,000                         $ 699,203
FNMA, 4.75%, 11/14/2003                                              675,000                           637,929
FNMA, 7.125%, 2/15/2005                                              300,000                           304,150
FNMA, Pool #501301, 6.50%, 6/1/2029                                  198,246                           189,355
FNMA, Pool #505221, 7.00%, 8/1/2029                                  281,648                           274,694
FNMA, Pool #323995, 6.00%, 10/1/2029                                 273,559                           254,281
FNMA, Pool #528981, 7.50%, 1/1/2030                                  294,429                           292,542
FNMA, Pool #534058, 6.50%, 3/1/2030                                  337,855                           322,703
FNMA, Pool #537148, 8.00%, 4/1/2030                                  297,316                           300,149
GNMA, Pool #512867, 6.50%, 6/15/2029                                 332,445                           319,254
GNMA, Pool #468376, 7.00%, 9/15/2029                                 346,970                           340,825
GNMA, Pool #466174, 7.50%, 10/15/2029                                342,171                           342,257
U.S. Treasury Note, 6.625%, 7/31/2001                                975,000                           977,743
U.S. Treasury Note, 7.50%, 2/15/2005                                 590,000                           623,003
U.S. Treasury Note, 7.00%, 7/15/2006                                 325,000                           340,641
U.S. Treasury Note, 5.625%, 5/15/2008                              1,175,000                         1,152,234
                                                                                              -----------------
TOTAL U.S. TREASURY & AGENCY OBLIGATIONS ($7,312,060)                                                7,370,963
                                                                                              -----------------


                                                                    PRINCIPAL
                                                                      AMOUNT                        VALUE

MONEY MARKET SECURITIES - 9.8%
Firstar Treasury Fund, 5.53% (b) (Cost $1,841,908)                    1,841,908                      1,841,908
                                                                                              -----------------

TOTAL INVESTMENTS - 98.6% (COST $18,529,117)                                                        18,588,732
                                                                                              -----------------
OTHER ASSETS LESS LIABILITIES - 1.4%                                                                   263,714
                                                                                              -----------------
TOTAL NET ASSETS - 100.0%                                                                         $ 18,852,446
                                                                                              =================


(a) Non-Income Producing
(b) Variable rate security;  the coupon rate shown represents the rate at August 31, 2000.
</TABLE>
<PAGE>
<TABLE>
<S>                                                             <C>                <C>
STONERIDGE BOND FUND                                                                   AUGUST 31, 2000
STATEMENT OF ASSETS & LIABILITIES

ASSETS
Investment in securities (cost $18,529,117)                                               $ 18,588,732
Cash                                                                                            29,326
Interest receivable                                                                            241,838
Receivable from advisor                                                                          5,648
                                                                                     ------------------
   TOTAL ASSETS                                                                             18,865,544

LIABILITIES
Other payables and accrued expenses                                      $ 13,098
                                                                 -----------------

   TOTAL LIABILITIES                                                                            13,098
                                                                                     ------------------

NET ASSETS                                                                                $ 18,852,446
                                                                                     ==================

Net Assets consist of:
Paid in capital                                                                           $ 18,906,334
Accumulated undistributed net investment income                                                  1,138
Accumulated  net realized loss on investments                                                 (114,641)
Net unrealized appreciation on investments                                                      59,615
                                                                                     ------------------

NET ASSETS, for 1,889,305 shares                                                          $ 18,852,446
                                                                                     ==================

NET ASSET VALUE

Net Assets
Offering price and redemption price per share ($18,852,446 / 1,889,305)                         $ 9.98
                                                                                     ==================
</TABLE>
<PAGE>
<TABLE>
<S>                                                                     <C>           <C>
STONERIDGE BOND FUND
STATEMENT OF OPERATIONS FOR THE PERIOD OCTOBER 13, 1999
   (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000

INVESTMENT INCOME
Interest income                                                                              $ 1,139,568
                                                                                          ---------------
TOTAL INCOME                                                                                   1,139,568

EXPENSES
Investment advisory fee                                                        $ 69,831
Administration fees                                                              27,500
Pricing & bookkeeping fees                                                       19,944
Transfer agent fees                                                              17,362
Custodian fees                                                                    7,933
Legal fees                                                                        7,637
Audit fees                                                                        5,938
Taxes                                                                             2,235
Trustees' fees                                                                    1,832
Registration fees                                                                 1,500
Insurance                                                                           647
Shareholder reports                                                                 512
Miscellaneous fees                                                                  335
                                                                      ------------------
Total expenses before reimbursement                                             163,206
Expenses waived and reimbursed by the advisor                                   (38,329)
Expenses waived and reimbursed by the administrator                             (11,402)
                                                                      ------------------
Total operating expenses                                                                         113,475
                                                                                          ---------------
NET INVESTMENT INCOME                                                                          1,026,093
                                                                                          ---------------

REALIZED & UNREALIZED GAIN (LOSS)
Net realized loss on investment securities                                     (112,759)
Change in net unrealized appreciation
   on investment securities                                                      59,615
                                                                      ------------------
Net loss on investment securities                                                                (53,144)
                                                                                          ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                           $ 972,949
                                                                                          ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE BOND FUND
STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD OCTOBER 13, 1999
 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                                                          <C>

INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net investment income                                                             $ 1,026,093
   Net realized loss on investment securities                                           (112,759)
   Change in net unrealized appreciation                                                  59,615
                                                                               ------------------
   Net increase in net assets resulting from operations                                  972,949
                                                                               ------------------
DISTRIBUTIONS TO SHAREHOLDERS
   From net investment income                                                         (1,024,955)
   From net realized gain                                                                 (1,882)
                                                                               ------------------
   Total distributions                                                                (1,026,837)
                                                                               ------------------
SHARE TRANSACTIONS
   Net proceeds from sale of shares                                                   44,860,542
   Shares issued in reinvestment                                                       1,026,837
   Shares redeemed                                                                   (26,981,045)
                                                                               ------------------
   Net increase in net assets resulting
   from share transactions                                                            18,906,334
                                                                               ------------------
TOTAL INCREASE IN NET ASSETS                                                          18,852,446
                                                                               ------------------
Net Assets
   Beginning of period                                                                         0
                                                                               ------------------
   End of period [including accumulated undistributed net
      investment income of $1,138]                                                  $ 18,852,446
                                                                               ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STONERIDGE BOND FUND
FINANCIAL HIGHLIGHTS FOR THE PERIOD OCTOBER 13, 1999
   (COMMENCEMENT OF OPERATIONS) TO AUGUST 31, 2000
<S>                                              <C>

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
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)

(a)  For a period of less than a full year, the total return is not annualized.
(b)  Annualized
</TABLE>
<PAGE>
                                STONERIDGE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2000

NOTE 1.  ORGANIZATION

The StoneRidge Equity Fund (the "Equity Fund"), StoneRidge Small Cap Equity Fund
(the "Small Cap Equity Fund"), and StoneRidge Bond Fund (the "Bond Fund"),  were
organized as diversified  series of the AmeriPrime  Advisors Trust (the "Trust")
on August 3, 1999 and  commenced  operations  on  October 1, 1999 for the Equity
Fund and Small Cap Equity Fund and October 13, 1999 for the Bond Fund. The Trust
is an open-end management  investment company established under the laws of Ohio
by an  Agreement  and  Declaration  of Trust  dated  August 3, 1999 (the  "Trust
Agreement").  The Equity  Fund's  investment  objective  is to  provide  capital
appreciation  over the  long  term.  The  Small  Cap  Equity  Fund's  investment
objective  is to provide  capital  growth  over the long term.  The Bond  Fund's
investment  objective  is to provide  income  consistent  with  preservation  of
capital. The Trust Agreement permits the Board of 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  Board of
Trustees (the "Board").

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

FEDERAL  INCOME  TAXES - Each Fund  intends to qualify each year as a "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  each Fund will not be subject to federal income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized  capital  gains.  For the  period  October  1,  1999  (commencement  of
operations)  through  August 31, 2000, the Equity Fund incurred an excise tax in
the amount of $20. For the period October 13, 1999  (commencement of operations)
through  August 31, 2000,  the Bond Fund incurred an excise tax in the amount of
$2,235.  The administrator  reimbursed the Equity Fund and the Bond Fund for the
amount of the excise taxes.

                                STONERIDGE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

OTHER - Each Fund follows industry practice and records security transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective  securities.  Generally  accepted  accounting  principles
require  that  permanent  financial   reporting  tax  differences   relating  to
shareholder  distributions  be  reclassified to net realized gains for the Small
Cap Equity Fund.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

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, CFA,  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%. For the
period October 1, 1999 (commencement of operations) through August 31, 2000, the
Adviser  received a fee of $27,017  from the Equity Fund and  $122,345  from the
Small Cap  Equity  Fund.  For the  period  October  13,  1999  (commencement  of
operations)  through August 31, 2000, the Adviser received a fee of $69,831 from
the Bond Fund.

The Adviser has  contractually  agreed to waive fees and/or  reimburse  expenses
through  December 31, 2000 to maintain each Fund's total  operating  expenses as
follows: Equity Fund, 0.90%; Small Cap Equity Fund, 1.25%; Bond Fund, 0.65%. For
the period October 1, 1999 (commencement of operations) through August 31, 2000,
the Adviser waived and/or reimbursed expenses of $60,135 for the Equity Fund and
$55,415  for the  Small  Cap  Equity  Fund.  For the  period  October  13,  1999
(commencement  of operations)  through  August 31, 2000, the Adviser  reimbursed
expenses  of  $38,329  for the  Bond  Fund.  There  is no  assurance  that  such
reimbursement will continue in the future.

Each Fund retains AmeriPrime Financial Services,  Inc. (the "Administrator"),  a
wholly owned  subsidiary  of Unified  Financial  Services,  Inc., to manage each
Fund's business affairs and to provide each Fund with  administrative  services,
including all regulatory reporting and necessary office equipment and personnel.
The  Administrator  receives  a  monthly  fee from the Fund  equal to an  annual
average rate of 0.10% of each Fund's  average daily net assets up to $50 million
dollars, 0.075% of each Fund's average daily net assets from $50 million to $100
million and 0.050% of each  Fund's  average  daily net assets over $100  million
(subject  to a $2,500  minimum  monthly  fee).  For the  period  October 1, 1999
(commencement of operations) through August 31, 2000, the Administrator received
fees of $27,500  for  administrative  services  provided  to the Equity Fund and
$27,500 for  administrative  services provided to the Small Cap Equity Fund. For
the period October 13, 1999 through August 31, 2000, the Administrator  received
fees of

                                STONERIDGE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

$27,500 for administrative services provided to the Bond Fund. The Administrator
has  voluntarily  agreed to waive a portion of its fees for each  Fund.  For the
period October 1, 1999 (commencement of operations) through August 31, 2000, the
Administrator waived fees and reimbursed expenses of $9,187 for the Equity Fund.
For the period October 1, 1999  (commencement of operations)  through August 31,
2000, the Administrator waived fees of $9,167 for the Small Cap Equity Fund. For
the period  October 13, 1999  (commencement  of  operations)  through August 31,
2000, the Administrator  waived fees and reimbursed  expenses of $11,402 for the
Bond  Fund.  There is no  assurance  that such  waiver  and  reimbursement  will
continue in the future.

Each Fund  retains  Unified  Fund  Services,  Inc.  ("Unified"),  a wholly owned
subsidiary of Unified Financial  Services,  Inc., to act as each Fund's transfer
agent and to provide each Fund with fund accounting  services.  For its services
as  transfer  agent,  Unified  receives a monthly fee from the Fund of $1.20 per
shareholder  (subject to a minimum monthly fee of $750).  For the period October
1, 1999  (commencement of operations)  through August 31, 2000, Unified received
fees of $18,112  for  transfer  agent  services  provided to the Equity Fund and
$18,057 for transfer agent  services  provided to the Small Cap Equity Fund. For
the period  October 13, 1999  (commencement  of  operations)  through August 31,
2000,  Unified received fees of $17,362 for transfer agent services  provided to
the Bond Fund. For its services as fund  accountant,  Unified receives an annual
fee from each Fund  equal to 0.0275% of each  Fund's  assets up to $100  million
(subject to various monthly minimum fees, the maximum being $2,100 per month for
assets  of $20  million  to  $100  million).  For the  period  October  1,  1999
(commencement of operations)  through August 31, 2000,  Unified received fees of
$11,700 for fund accounting services provided to the Equity Fund and $16,500 for
fund accounting  services  provided to the Small Cap Equity Fund. For the period
October 13, 1999  (commencement of operations)  through August 31, 2000, Unified
received fees of $19,944 for fund accounting services provided to the Bond Fund.

Each Fund retains AmeriPrime Financial Securities,  Inc. ("the Distributor"),  a
wholly owned  subsidiary  of Unified  Financial  Services,  Inc.,  to act as the
principal  distributor of each Fund's shares. There were no payments made to the
Distributor from October 1, 1999 (commencement of operations) through August 31,
2000 for the Equity Fund and Small Cap Equity Fund.  There were no payments made
to the Distributor from October 13, 1999  (commencement  of operations)  through
August  31,  2000  for the Bond  Fund.  Certain  members  of  management  of the
Administrator and the Distributor are also members of management of the Trust.

                                STONERIDGE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED

NOTE 4.  SHARE TRANSACTIONS

EQUITY FUND. As of August 31, 2000, there were an unlimited number of authorized
shares for the Fund. Paid in capital at August 31, 2000 was $4,161,078.

Transactions in shares were as follows:
<TABLE>
<S>                                    <C>                       <C>
                                         FOR THE PERIOD OCTOBER 1, 1999 (COMMENCEMENT
                                            OF OPERATIONS) THROUGH AUGUST 31, 2000

                                             SHARES                  DOLLARS

Shares sold                                  945,293               $10,585,135
Shares issued in reinvestment                    454                     5,270
Shares redeemed                             (520,847)               (6,429,327)
                                            --------               ------------
                                             424,900                $4,161,078
                                            ========                ===========
</TABLE>
SMALL CAP EQUITY FUND. As of August 31, 2000,  there were an unlimited number of
authorized  shares  for the  Fund.  Paid in  capital  at  August  31,  2000  was
$13,112,367.

Transactions in shares were as follows:
<TABLE>
<S>                                    <C>                        <C>
                                        FOR THE PERIOD OCTOBER 1, 1999 (COMMENCEMENT
                                           OF OPERATIONS) THROUGH AUGUST 31, 2000

                                            SHARES                    DOLLARS

Shares sold                               1,181,347                 $14,051,151
Shares issued in reinvestment                 9,951                     131,551
Shares redeemed                             (71,393)                 (1,070,335)
                                          ----------               -------------
                                          1,119,905                 $13,112,367
                                          ==========               =============
</TABLE>




                                STONERIDGE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED

NOTE 4.  SHARE TRANSACTIONS - CONTINUED

BOND FUND. As of August 31, 2000,  there were an unlimited  number of authorized
shares for the Fund. Paid in capital at August 31, 2000 was $18,906,334.

Transactions in shares were as follows:

<TABLE>
<S>                                    <C>                     <C>

                                         FOR THE PERIOD OCTOBER 13, 1999 (COMMENCEMENT
                                             OF OPERATIONS) THROUGH AUGUST 31, 2000

                                             SHARES                  DOLLARS

Shares sold                                 4,488,302              $44,860,542
Shares issued in reinvestment                 103,469                1,026,837
Shares redeemed                            (2,702,466)             (26,981,045)
                                           -----------            -------------
                                            1,889,305              $18,906,334
                                           ===========            =============

</TABLE>
NOTE 5.  INVESTMENTS

EQUITY FUND. For the period October 1, 1999 (commencement of operations) through
August  31,  2000,  purchases  and sales of  investment  securities,  other than
short-term investments,  aggregated $9,645,839 and $5,745,860,  respectively. As
of August 31, 2000, the gross unrealized appreciation for all securities totaled
$1,062,325 and the gross  unrealized  depreciation  for all  securities  totaled
$275,872 for a net unrealized  appreciation  of $786,453.  The aggregate cost of
securities for federal income tax purposes at August 31, 2000 was $5,079,687.

SMALL  CAP  EQUITY  FUND.  For the  period  October  1,  1999  (commencement  of
operations)  through  August  31,  2000,   purchases  and  sales  of  investment
securities,  other  than  short-term  investments,  aggregated  $38,774,392  and
$27,366,244,   respectively.  As  of  August  31,  2000,  the  gross  unrealized
appreciation  for all securities  totaled  $3,292,691  and the gross  unrealized
depreciation  for  all  securities  totaled  $2,985,706  for  a  net  unrealized
appreciation  of $306,985.  The aggregate  cost of securities for federal income
tax purposes at August 31, 2000 was $18,318,050.

BOND FUND. For the period October 13, 1999 (commencement of operations)  through
August  31,  2000,  purchases  and sales of  investment  securities,  other than
short-term investments,  aggregated $ 34,867,403 and $19,672,216,  respectively.
As of August 31, 2000,  the gross  unrealized  appreciation  for all  securities
totaled  $110,708  and the  gross  unrealized  depreciation  for all  securities
totaled $51,093 for a net unrealized appreciation of $59,615. The aggregate cost
of  securities   for  federal  income  tax  purposes  at  August  31,  2000  was
$18,529,117.

                                STONERIDGE FUNDS
                          NOTES TO FINANCIAL STATEMENTS
                           AUGUST 31, 2000 - CONTINUED

NOTE 6. ESTIMATES

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

NOTE 7. RELATED PARTY TRANSACTIONS

The Adviser is not a registered  broker-dealer  of securities  and thus does not
receive  commissions  on  trades  made on behalf of each  Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities of a Fund creates a presumption of control of the Fund, under Section
2(a)(9) of the  Investment  Company Act of 1940.  As of August 31,  2000,  Sheet
Metals Workers Annuity Fund beneficially owned in aggregate more than 73% of the
Equity Fund. As of August 31, 2000, Saxon & Co.  beneficially owned in aggregate
more than 42% of the Small Cap Equity Fund.  As of August 31, 2000,  Sheet Metal
Workers Annuity Fund  beneficially  owned in aggregate more than 99% of the Bond
Fund.

<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

To The Shareholders and Board of Trustees
StoneRidge Funds (series of AmeriPrime Advisors Trust)

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the StoneRidge Funds (comprising, respectively,
the  StoneRidge  Equity Fund,  StoneRidge  Small Cap Equity Fund, and StoneRidge
Bond Fund),  as of August 31, 2000, the related  statements of  operations,  the
statements of changes in net assets,  and the financial  highlights  for each of
the periods indicated.  These financial  statements and financial highlights are
the responsibility of the Funds' management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of investments and cash held as
of August 31, 2000 by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects,  the financial positions of each
of the respective portfolios  constituting the StoneRidge Funds as of August 31,
2000,  the results of their  operations,  the  changes in their net assets,  and
their financial  highlights for each of the periods indicated in conformity with
generally accepted accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
September 24, 2000
<PAGE>
Dear Fellow Shareholders,

MASTER INVESTOR FUND

The ENHANS  Master  Investor  Fund began its  operations  on December  30, 1999;
however, it wasn't until April 2000 when the first public money was deposited in
the Fund that the Fund was able to accumulate  sufficient capital to effectively
pursue its strategy.  Declining  global  markets and volatile  domestic  markets
caused  the  manager to  maintain  higher  money  market  balances  and focus on
protecting  capital to minimize  risk.  While the Fund has declined  23.60% from
December 30, 1999 (inception) through August 31, 2000 (it should be noted that a
majority of the Fund's  decline  occurred  prior to the investment of any public
money),  it has appreciated  0.13% in the quarter ending August 31, 2000. During
the same periods the S&P 500 Index  appreciated  4.51% and 7.12%,  respectively,
and the NASDAQ Composite Index appreciated 4.17% and 23.73%, respectively.

The manager has sought ways to  decrease  risk and  increase  returns in flat or
declining  market  environments.  The  manager  has  sought  to  reduce  risk by
minimizing  investment into exchange-traded funds that lack sufficient liquidity
for the Fund to easily buy and sell.  Furthermore,  the manager  has  identified
covered  call  option  writing  as a means for the Fund to  generate  additional
income.  The manager has arranged for the Fund to be able to write  covered call
options.
<TABLE>
<S>                                          <C>               <C>

                                                                    Total Return
                                                                  Since Inception
Comparative Investment Returns                 Last 3 months    (December 30, 1999)
------------------------------                 -------------    -------------------
ENHANS Master Investor Fund                        0.13%              -23.60%
S & P 500 Index                                    7.12%                4.51%
NASDAQ Composite Index                            23.73%                4.17%



                ENHANS Master Investor Fund     S&P 500 Index    NASDAQ Composite Index
                ---------------------------     -------------    ----------------------

12/30/99               $10,000                    $10,000               $10,000
01/31/00                10,030                      9,535                 9,751
02/29/00                10,190                      9,355                11,622
03/31/00                 9,560                     10,270                11,318
04/30/00                 8,050                      9,961                 9,556
05/31/00                 7,630                      9,756                 8,419
06/30/00                 7,890                      9,997                 9,820
07/31/00                 7,340                      9,840                 9,328
08/31/00                 7,640                     10,451                10,417
</TABLE>

         The chart  shows  the value of a  hypothetical  initial  investment  of
         $10,000  in the Fund and the S&P 500  Index  and the  NASDAQ  Composite
         Index on December 30, 1999 (the inception of the Fund) and held through
         August  31,  2000.  The S&P 500 Index and  NASDAQ  Composite  Index are
         widely   recognized,   unmanaged   indices  of  common  stock   prices.
         Performance  figures  include  the change in value of the stocks in the
         index and the reinvestment of dividends;  they are not annualized.  The
         index  returns do not reflect  expenses,  which have been deducted from
         the Fund's return. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND IS
         NOT PREDICTIVE OF FUTURE RESULTS.

RT 500 FUND

The ENHANS RT 500 Fund also began its operations on December 30, 1999;  however,
it wasn't until April 2000 when the first public money was deposited in the Fund
that the Fund accumulated sufficient capital to effectively pursue its strategy.
The absence of any  sustained  upward or downward  market  direction  caused the
manager to  maintain a  defensive  posture  and focus on  protecting  capital to
minimize  risk.  The Fund  declined  12.00% from  December 30, 1999  (inception)
through  August  31,  2000 (it  should be noted  that a  majority  of the Fund's
decline occurred prior to the investment of any public money);  however, it only
declined  0.56% in the quarter  ending August 31, 2000.  During the same periods
the S&P 500 Index appreciated 4.51% and 7.12%, respectively. During this period,
the Federal  Reserve Board  increased  interest rates to slow domestic  economic
growth.

The manager has sought ways to increase returns in flat market environments. The
manager has identified  covered call option writing as an alternative  available
to the fund and has  arranged  for the  Fund to be able to  write  covered  call
options.
<TABLE>
<S>                                 <C>                    <C>

                                                                Total Return
                                                               Since Inception
Comparative Investment Returns        Last 3 months          (December 30, 1999)
------------------------------        -------------          -------------------
ENHANS RT 500 Fund                       -0.56%                    -12.00%
S & P 500 Index                           7.12%                      4.51%


               ENHANS RT 500 Fund     S&P 500 Index
               ------------------     -------------

12/30/99            $10,000              $10,000
01/31/00             10,030                9,535
02/29/00              9,530                9,355
03/31/00             10,160               10,270
04/30/00              9,000                9,961
05/31/00              8,850                9,756
06/30/00              8,900                9,997
07/31/00              8,470                9,840
08/31/00              8,800               10,451

</TABLE>

         The chart  shows  the value of a  hypothetical  initial  investment  of
         $10,000  in the Fund and the S&P 500 Index on  December  30,  1999 (the
         inception  of the Fund) and held through  August 31, 2000.  The S&P 500
         Index is a widely  recognized,  unmanaged index of common stock prices.
         Performance  figures  include  the change in value of the stocks in the
         index and the reinvestment of dividends;  they are not annualized.  The
         index  returns do not reflect  expenses,  which have been deducted from
         the Fund's return. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND IS
         NOT PREDICTIVE OF FUTURE RESULTS.

MARKET OUTLOOK

Higher interest rates have  historically led to economic slowdown lagging 6 to 9
months. Economic slowdown leads to declining corporate earnings and ultimately a
stabilization  or future reduction of interest rates.  This period  historically
exhibits choppy market conditions as the "tug-of-war"  between slowing corporate
earnings is offset by the benefits of higher market  valuations  caused by lower
interest rates.  Historically,  this type of environment has ultimately resolved
itself by leading to lower interest rates and higher equities prices.

The manager  believes  slowing  economic growth will lead equity markets through
the completion of the current  volatile  period and give way to a more favorable
market in 2001. The manager will seek to increase returns through option writing
during these volatile markets.

The rising  interest rates of the past 18 months have stifled  recent  financial
returns;  however,  history has shown that  durable,  non-inflationary  earnings
growth is necessary to sustain  longer-term  bull markets.  The manager believes
financial  markets have nearly  completed  their recent  consolidation  and will
resume a bullish trend in 2001.

Thank you for your trust and confidence in both the ENHANS Master Investor Fund,
as well as the ENHANS RT 500 Fund.

Sincerely,


Kenneth S. Ray


<PAGE>

Enhans Master Investor Fund
Schedule of Investments - August 31, 2000
<TABLE>

<S>                                                      <C>                     <C>

Common Stocks - 108.5%                                            Shares                        Value

Computer Software & Services - 0.1%
KANA Communications, Inc. (a)                                              3                          $ 120
                                                                                           -----------------

Internet - 6.0%
B2B Internet HOLDRs Trust                                              5,000                        261,875
                                                                                           -----------------
Investment Companies/Unit Investment Trusts - 80.6%
DIAMONDS Trust Series I                                                2,000                        224,938
i Shares, Inc. MSCI Australia Index Fund                              35,000                        347,812
i Shares, Inc. MSCI Austria Index Fund                                13,000                        100,750
i Shares, Inc. MSCI Italy Index Fund                                  10,000                        224,375
i Shares, Inc. MSCI Japan Index Fund                                  19,300                        268,994
i Shares, Inc. MSCI Malaysia (Free) Index Fund                        34,000                        201,875
i Shares, Inc. MSCI Mexico (Free) Index Fund                          10,000                        167,500
i Shares, Inc. MSCI Netherlands Index Fund                            15,000                        354,375
i Shares, Inc. MSCI Spain Index Fund                                  15,900                        386,569
i Shares, Inc. MSCI Sweden Index Fund                                  5,600                        137,900
NASDAQ 100 Trust, Series I                                             5,000                        509,375
The Energy Select Sector SPDR Fund                                     9,300                        301,088
The Financial Select Sector SPDR Fund                                 10,000                        284,688
                                                                                           -----------------
                                                                                                  3,510,239
                                                                                           -----------------
Pharmaceutical - 6.5%
Pharmaceutical HOLDRs Trust                                            3,000                        283,687
                                                                                           -----------------


Telecommunications - 15.3%
Telecom HOLDRs Trust                                                  10,000                        668,750
                                                                                           -----------------

TOTAL COMMON STOCKS (Cost $4,891,816)                                                             4,724,671
                                                                                           -----------------


                                                                 Principal
                                                                  Amount                         Value

Money Market Securities - 2.6%
Firstar Treasury Fund, 5.53% (b) (Cost $114,794)                     114,794                        114,794
                                                                                           -----------------

TOTAL INVESTMENTS - 111.1% (Cost $5,006,610)                                                      4,839,465
                                                                                           -----------------
Liabilities in excess of other assets - (11.1)%                                                    (485,462)
                                                                                           -----------------
Total Net Assets - 100.0%                                                                       $ 4,354,003
                                                                                           =================

(a) Non-income producing
(b) Variable rate security;  the coupon rate shown represents the rate at August 31, 2000.
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>
<TABLE>
<S>                                             <C>                      <C>
Enhans Master Investor Fund                                               August 31, 2000
Statement of Assets & Liabilities


Assets

Investment in securities (cost $5,006,610)                                   $ 4,839,465
Cash                                                                                 101
Interest receivable                                                                2,941
Receivable for fund shares sold                                                   59,693
Receivable for securities sold                                                 1,901,202
                                                                          ----------------
   Total assets                                                                6,803,402

Liabilities

Accrued investment advisory fee                      6,138
Accrued 12b-1 fees                                   4,040
Payable for securities purchased                 2,392,210
Payable for fund shares redeemed                    47,011
                                               ------------
   Total liabilities                                                           2,449,399
                                                                          ---------------

Net Assets                                                                   $ 4,354,003
                                                                          ================

Net Assets consist of:
Paid in capital                                                                4,515,615
Accumulated undistributed net investment income                                  159,124
Accumulated net realized loss on investments                                    (153,591)
Net unrealized depreciation on investments                                      (167,145)
                                                                          ----------------

Net Assets, for 569,961 shares                                               $ 4,354,003
                                                                          ================

Net Asset Value

Net Assets
Offering price and redemption price per share ($4,354,003 / 569,961)         $      7.64
                                                                          ================

</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>



Enhans Master Investor Fund
Statement of Operations for the period December 30, 1999
  (Commencement of Operations) to August 31, 2000
<TABLE>
<S>                                                    <C>                      <C>
Investment Income
Dividend income                                                                  $ 181,982
Interest income                                                                     15,361
                                                                                -----------
Total Income                                                                       197,343


Expenses
Investment advisory fees                                     $ 23,797
12b-1 fees                                                     14,422
Trustees' fees                                                    799
                                                            -----------
Total operating expenses before reimbursement                  39,018
Reimbursed expenses                                              (799)
                                                            ------------
Total operating expenses                                                           38,219
                                                                                ------------
Net Investment Income                                                             159,124
                                                                                ------------

Realized & Unrealized Gain (Loss)

Net realized loss on investment securities                    (153,591)
Change in net unrealized appreciation / (depreciation)
   on investment securities                                   (167,145)
                                                            -------------
Net loss on investment securities                                                (320,736)
                                                                                ------------
Net decrease in net assets resulting from operations                            $(161,612)
                                                                                ============
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>

Enhans Master Investor Fund
Statement of Changes in Net Assets for the period December 30, 1999
  (Commencement of Operations) to August 31, 2000
<TABLE>
<S>                                                                             <C>

Increase (Decrease) in Net Assets
Operations
   Net investment income                                                                 $ 159,124
   Net realized loss on investment securities                                             (153,591)
   Change in net unrealized appreciation / (depreciation)                                 (167,145)
                                                                                -------------------

   Net decrease in net assets resulting from operations                                   (161,612)
                                                                                -------------------
Distributions to shareholders
   From investment income                                                                        0
   From net realized gain                                                                        0
                                                                                -------------------
   Total distributions                                                                           0
                                                                                -------------------
Share Transactions
   Net proceeds from sale of shares                                                      5,604,928
   Shares issued in reinvestment                                                                 0
   Shares redeemed                                                                      (1,089,313)
                                                                                -------------------
Net increase in net assets resulting
   from share transactions                                                               4,515,615
                                                                                -------------------

   Total increase in net assets                                                          4,354,003
                                                                                -------------------

Net Assets

   Beginning of period                                                                           0
                                                                                --------------------
   End of period [including accumulated undistributed net
      investment income of $159,124]                                                  $  4,354,003
                                                                                ====================
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>
<TABLE>
<S>                                             <C>

Enhans Master Investor Fund
Financial Highlights for the period December 30, 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                                           0.57
   Net realized and unrealized loss                               (2.93)
                                                   ---------------------
Total from investment operations                                  (2.36)
                                                   ---------------------
Less Distributions
   From net investment income                                      0.00
   From net realized gain                                          0.00
                                                   ---------------------
Total Distributions                                                0.00
                                                   ---------------------
Net asset value, end of period                                   $ 7.64
                                                   =====================

Total Return                                                    (23.60)% (a)

Ratios and Supplemental Data

Net assets, end of period (000)                                 $ 4,354
Ratio of expenses to average net assets                           2.65% (b)
Ratio of expenses to average net assets
   before reimbursement                                           2.71% (b)
Ratio of net investment income to
   average net assets                                            11.03% (b)
Ratio of net investment income to
   average net assets before reimbursement                       10.98% (b)
Portfolio turnover rate                                        1356.71% (b)

(a)  For a period of less than a full year, the total return is not annualized.
(b)  Annualized
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>

Enhans RT 500 Fund
Schedule of Investments  - August 31, 2000
<TABLE>
<S>                                                                      <C>              <C>

                                                                          Shares           Value

Unit Investment Trusts - 85.4%
Standard & Poors Depositary Receipts, Series 1 (Cost $4,474,778)          30,000       $ 4,570,314
                                                                                   ----------------

Call Options Purchased - 14.9%
S & P 500 Index, October 1,400 (a)                                         2,000           271,000
S & P 500 Index, November 1,400 (a)                                        3,500           525,000
                                                                                   -----------------
  Total Call Options Purchased (Cost $757,952)                                             796,000
                                                                                   -----------------

                                                                       Principal
                                                                         Amount            Value

Money Market Securities - 2.2%
Firstar Treasury Fund, 5.53% (b) (Cost $120,212)                        120,212           $ 120,212
                                                                                    -----------------

TOTAL INVESTMENTS - 102.5% (Cost $5,352,942)                                              5,486,526
                                                                                     -----------------
Liabilities in excess of other assets - (2.5%)                                             (132,476)
                                                                                     -----------------
Total Net Assets - 100.0%                                                                $ 5,354,050
                                                                                     =================


(a) Non-income producing
(b) Variable rate security;  the coupon rate shown represents the rate at August 31, 2000.
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>


Enhans RT 500 Fund                                               August 31, 2000
Statement of Assets & Liabilities
<TABLE>
<S>                                        <C>                 <C>


Assets

Investment in securities (cost $5,352,942)                          $ 5,486,526
Cash                                                                        110
Due from administrator                                                    2,422
Interest receivable                                                      14,904
Receivable for fund shares sold                                          85,569
                                                                   -------------
   Total assets                                                       5,589,531

Liabilities

Accrued investment advisory fee                   7,449
Accrued 12b-1 fees                                4,812
Payable for securities purchased                150,083
Payable for fund shares redeemed                 73,137
                                              ----------

   Total liabilities                                                    235,481
                                                                   -------------
Net Assets                                                          $ 5,354,050
                                                                   =============

Net Assets consist of:
Paid in capital                                                       5,346,051
Accumulated undistributed net investment income                          15,486
Accumulated net realized loss on investments                           (141,071)
Net unrealized appreciation on investments                              133,584
                                                                   -------------
Net Assets, for 608,445 shares                                      $ 5,354,050
                                                                   =============
Net Asset Value

Net Assets
Offering price and redemption price per share ($5,354,050 / 608,445)     $ 8.80
                                                                    ============
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>


Enhans RT 500 Fund
Statement of Operations for the period December 30, 1999
  (Commencement of Operations) to August 31, 2000
<TABLE>
<S>                                    <C>                       <C>
Investment Income
Dividend income                                                          $ 11,930
Interest income                                                            51,944
                                                                  ---------------
Total Income                                                               63,874


Expenses
Investment advisory fees                         $ 30,128
12b-1 fees                                         18,260
Trustees' fees                                        799
                                            -------------
Total expenses before reimbursement                49,187
Reimbursed expenses                                  (799)
                                            --------------
Total operating expenses                                                   48,388
                                                                  ---------------
Net Investment Income                                                      15,486
                                                                  ---------------

Realized & Unrealized Gain (Loss)
Net realized loss on investment securities        (21,453)
Net realized loss on options transactions        (119,618)
Change in net unrealized appreciation /
 (depreciation) on investment securities          133,584
                                             -------------
Net loss on investment securities                                          (7,487)
                                                                  ---------------
Net increase in net assets resulting from operations                      $ 7,999
                                                                  ===============
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>

Enhans RT 500 Fund
Statement  of  Changes  in  Net  Assets  for  the  period December 30, 1999
  (Commencement of Operations) to August 31, 2000

Increase (Decrease) in Net Assets
Operations
   Net investment income                                               $ 15,486
   Net realized loss on investment securities                           (21,453)
   Net realized loss on options transactions                           (119,618)
   Change in net unrealized appreciation / (depreciation)               133,584
                                                                  --------------
Increase in net assets resulting from operations                          7,999
                                                                  --------------
Distributions to shareholders
   From investment income                                                     0
   From net realized gain                                                     0
                                                                  --------------
   Total distributions                                                        0
                                                                  --------------
Share Transactions
   Net proceeds from sale of shares                                   6,849,437
   Shares issued in reinvestment                                              0
   Shares redeemed                                                   (1,503,386)
                                                                   -------------
Net increase in net assets resulting
   from share transactions                                            5,346,051
                                                                   -------------
   Total increase in net assets                                       5,354,050
                                                                   -------------

Net Assets
   Beginning of period                                                        0
                                                                   -------------
   End of period [including accumulated undistributed net
      investment income of $15,486]                                 $ 5,354,050
                                                                   =============

See accompanying notes which are an integral part of the financial statements.
<PAGE>

Enhans RT 500 Fund
Financial Highlights for the period December 30, 1999
  (Commencement of Operations) to August 31, 2000

Selected Per Share Data
<TABLE>
<S>                                                             <C>

Net asset value, beginning of period                                    $ 10.00
                                                                 --------------
Income from investment operations
   Net investment income                                                   0.05
   Net realized and unrealized loss                                       (1.25)
                                                                 --------------
Total from investment operations                                          (1.20)
                                                                 --------------
Less Distributions
   From net investment income                                              0.00
   From net realized gain                                                  0.00
                                                                 --------------
Total Distributions                                                        0.00
                                                                 --------------
Net asset value, end of period                                           $ 8.80
                                                                 ==============

Total Return                                                           (12.00)%(a)

Ratios and Supplemental Data
Net assets, end of period (000)                                         $5,354
Ratio of expenses to average net assets                                  2.65% (b)
Ratio of expenses to average net assets
   before reimbursement                                                  2.69% (b)
Ratio of net investment income to
   average net assets                                                    0.85% (b)
Ratio of net investment income to
   average net assets before reimbursement                               0.80% (b)
Portfolio turnover rate                                               2139.19% (b)

(a)  For a period of less than a full year, the total return is not annualized.
(b)  Annualized
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>
                                   Enhans Funds
                          Notes to Financial Statements
                                 August 31, 2000

NOTE 1.  ORGANIZATION

The Enhans Master  Investor Fund (the "Master  Investor Fund") and the Enhans RT
500 Fund  (the "RT 500  Fund")  were  organized  as  diversified  series  of the
AmeriPrime  Advisors  Trust (the  "Trust")  on December  22, 1999 and  commenced
operations  on December 30, 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").  Each Fund's investment  objective
is capital appreciation.  The Trust Agreement permits the Board of Trustees (the
"Board")  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 Board.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Option writing - When the Fund writes an option;  an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently  adjusted to
the current fair value of the option  written.  Premiums  received  from writing
options that expire  unexercised  are treated by the Fund on the expiration date
as realized gains from investments.  The difference  between the premium and the
amount paid on effecting a closing  purchase  transaction,  including  brokerage
commissions,  is also treated as a realized gain, or if the premium is less than
the amount paid for the closing purchase  transaction,  as a realized loss. If a
call option is exercised,  the premium is added to the proceeds from the sale of
the underlying security or currency in determining whether the Fund has realized
a gain or loss. If a put option is exercised, the premium reduces the cost basis
of the  securities  purchased by the fund. The Fund as writer of an option bears
the market risk of an unfavorable change in the price of the security underlying
the written option.

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

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

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

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The  investment  adviser to each fund is AExpert  Advisory,  Inc.,  25 West King
Street, Lancaster, Pennsylvania 17603 (the "Adviser"). AExpert Advisory, Inc. is
a wholly owned  subsidiary  of AExpert,  Inc.  Kenneth S. Ray and Y W Kim may be
deemed to control  AExpert,  Inc. due to their respective share of the ownership
of AExpert, Inc.

Under the terms of each  Fund's  management  agreement  (the  "Agreement"),  the
investment  adviser manages each Funds'  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 interest and dividend expense of securities sold
short),  Rule  12b-1  expenses,  fees  and  expenses  of  non-interested  person
trustees,  and  extraordinary  expenses.  As  compensation  for  its  management
services and agreement to pay the Funds' expenses, each Fund is obligated to pay
the Adviser a fee computed and accrued  daily and paid monthly at an annual rate
of 1.65% of the  average  daily net assets of the Fund.  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 Adviser. For the
period December 30, 1999  (commencement of operations)  through August 31, 2000,
the investment  Adviser  received fees of $23,797 from the Master  Investor Fund
and  $30,128  from the RT 500  Fund.  The  adviser  has  agreed  to  voluntarily
reimburse fees to keep the overall expense ratio at 2.65% for each Fund. For the
period from December 30, 1999  (commencement  of operations)  through August 31,
2000, the Adviser's reimbursement was $799 for the Master Investor Fund and $799
for the RT 500 Fund.

The Trust has adopted distribution expense plans (the "Distribution  Plans") for
each Fund under Rule 12b-1 of the 1940 Act.  Under the  Distribution  Plan,  the
applicable  Fund is  authorized  to pay a fee in an  amount  not to exceed on an
annual  basis  1.00% of the average  daily net asset value of the Fund.  For the
period from December 30, 1999  (commencement  of operations)  through August 31,
2000,  distribution expenses of $14,422 and $18,260 were incurred for the Master
Investor  Fund and RT 500 Fund,  respectively.  The portion of the  distribution
fees paid to the  Adviser was $5,894  from the Master  Investor  Fund and $6,528
from the RT 500 Fund for expenses related to the sale of Fund shares.

The Funds retain AmeriPrime Financial Services,  Inc. (the  "Administrator"),  a
wholly owned  subsidiary  of Unified  Financial  Services,  Inc., to manage each
Fund's business affairs and to provide each Fund with  administrative  services,
including all regulatory  reporting,  necessary  office equipment and personnel.
The  Administrator  receives a monthly fee from the  Adviser  equal to an annual
average  rate of 0.10% of each  Fund's  average  daily  net  assets  up to fifty
million  dollars,  0.075% of each  Fund's  average  daily net assets  from fifty
million to one  hundred  million  and 0.050% of each  Fund's  average  daily net
assets  over one  hundred  million, subject  to $2500  minimum.  For the  period
December 30, 1999  (commencement  of  operations)  through  August 31, 2000, the
Administrator  received  $11,915  per Fund  from the  Adviser  for the  services
provided.

Each  Fund  retains  Unified  Fund  Services,   Inc.   ("Unified"),   431  North
Pennsylvania Street,  Indianapolis,  Indiana 43204, a wholly owned subsidiary of
Unified Financial  Services,  Inc., to act as each Fund's transfer agent and, in
such  capacity,  maintains  the records of each  shareholder's  account  answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of each Fund's shares, acts as dividend and distribution  disbursing
agent and performs other transfer agent and shareholder  service functions.  For
its services as transfer agent, Unified receives a monthly fee from each Fund of
$1.20 per shareholder (subject to a minimum monthly fee of $900). For the period
December 30, 1999 (commencement of operations)  through August 31, 2000, Unified
received  fees of $10,610  and  $11,225  from the  Adviser  for  transfer  agent
services provided to the Master Investor and the RT 500 Funds, respectively.  In
addition,  Unified  provides  each  Fund with fund  accounting  services,  which
includes  certain monthly reports,  record keeping and other  management-related
services.  For its services as fund  accountant,  Unified receives an annual fee
from the  Adviser  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 0.020% of
each Fund's  assets over $300  million  (subject to various  minimum  fees,  the
maximum  being  $2,100  per month for  assets of $20 to $100  million).  For the
period December 30, 1999  (commencement of operations)  through August 31, 2000.
Unified  received fees of $7,200 and $8,100 from the Adviser for fund accounting
services provided to the Master Investor and RT 500 Funds, respectively.

Each Fund retains AmeriPrime Financial Securities,  Inc. ("the Distributor"),  a
wholly owned  subsidiary  of Unified  Financial  Services,  Inc.,  to act as the
principal  distributor of each Fund's shares. There were no payments made to the
Distributor from December 30, 1999  (commencement of operations)  through August
31, 2000 for the Master Investor Fund.

Certain members of management of the Administrator,  Unified and the Distributor
are also members of management of the Trust.

NOTE 4.  SHARE TRANSACTIONS

Master Investor Fund. As of August 31, 2000,  there were an unlimited  number of
authorized  shares  for the  Fund.  Paid in  capital  at  August  31,  2000  was
$4,515,615.

Transactions in shares were as follows:

                                             For the period December 30, 1999
                                          (Commencement of Operations) through
                                                       August 31, 2000

                                                Shares               Dollars
Shares sold                                    711,733              $5,604,928
Shares issued in reinvestment
                                                     0                       0
Shares redeemed                               (141,772)             (1,089,313)
                                         --------------            ------------
                                               569,961               $4,515,615
                                         ==============            ============

RT 500 Fund. As of August 31, 2000, there were an unlimited number of authorized
shares for the Fund. Paid in capital at August 31, 2000 was $5,346,051.

Transactions in shares were as follows:

                                            For the period December 30, 1999
                                          (Commencement of Operations) through
                                                       August 31, 2000

                                               Shares                Dollars
Shares sold                                    779,149              $6,849,437
Shares issued in reinvestment
                                                     0                       0
Shares redeemed                               (170,704)             (1,503,386)
                                             ----------            ------------

                                               608,445              $5,346,051
                                             ==========           =============

NOTE 5.  INVESTMENTS

Master  Investor  Fund.  For the  period  December  30,  1999  (commencement  of
operations)  through  August  31,  2000,   purchases  and  sales  of  investment
securities,  other  than  short-term  investments,  aggregated  $21,245,662  and
$16,200,141   respectively.   As  of  August  31,  2000,  the  gross  unrealized
appreciation  for  all  securities  totaled  $14,985  and the  gross  unrealized
depreciation   for  all  securities   totaled  $182,130  for  a  net  unrealized
depreciation  of $167,145.  The aggregate  cost of securities for federal income
tax purposes at August 31, 2000 was $5,006,610.

RT 500 Fund.  For the period  December  30, 1999  (commencement  of  operations)
through  August 31, 2000,  purchases and sales of investment  securities,  other
than   short-term   investments,    aggregated   $31,845,563   and   $27,349,333
respectively.  As of August 31, 2000, the gross unrealized  appreciation for all
securities  totaled  $133,584  and the  gross  unrealized  depreciation  for all
securities  totaled  $0  for a net  unrealized  appreciation  of  $133,584.  The
aggregate  cost of securities for federal income tax purposes at August 31, 2000
was $5,352,942.

NOTE 6.  ESTIMATES

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

NOTE 7.  CALL OPTIONS WRITTEN

Transactions  in options  written by the RT 500 Fund  during the year ended
August 31, 2000 were as follows:

                                                   Number of          Premiums
                                                   Contracts          Received

 Options outstanding at December 30, 1999               0                   $0
 Options written                                        3               22,253
 Options terminated in closing purchase transactions   (3)             (22,253)
 Options outstanding at August 31, 2000                 0                   (0)
                                                      ----             ---------
                                                        0                    0
                                                      ====             =========

NOTE 8:  SUBSEQUENT EVENTS

Effective October 12, 2000, AmeriPrime Financial Services, Inc. and Unified Fund
Services,  Inc., both wholly owned  subsidiaries of Unified Financial  Services,
Inc.,  merged with one  another.  The result of this merger is now Unified  Fund
Services,  Inc., still a wholly owned subsidiary of Unified Financial  Services,
Inc.  Certain  members of management of the Trust may be deemed to be affiliates
of Unified Fund Services, Inc.

Effective  December  31,  2000,  AmeriPrime  Financial  Securities,   Inc.  sold
substantially  all of its  assets to Unified  Financial  Securities,  Inc.  Both
companies are wholly owned  subsidiaries  of Unified  Financial  Services,  Inc.
Effective  as of  the  same  date,  each  Fund  will  retain  Unified  Financial
Securities,  Inc. to act as the principal  Distributor of its shares.  A Trustee
and officer of the Trust may be deemed to be an affiliate  of Unified  Financial
Securities, Inc.

<PAGE>
  INDEPENDENT AUDITOR'S REPORT


To The Shareholders and Board of Trustees
Enhans Funds (series of AmeriPrime Advisors Trust)

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the Enhans Funds (comprising, respectively, the
Enhans Master  Investor Fund and the Enhans RT 500 Fund), as of August 31, 2000,
the related  statements of operations,  the statements of changes in net assets,
and the financial  highlights for the period of December 30, 1999  (commencement
of operations) through August 31, 2000. These financial statements and financial
highlights are the responsibility of the Funds'  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of investments and cash held as
of August 31, 2000 by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects,  the financial positions of each
of the  respective  portfolios  constituting  the Enhans  Funds as of August 31,
2000,  the results of their  operations,  the  changes in their net assets,  and
their financial  highlights for the period of December 30, 1999 (commencement of
operations)  through  August 31, 2000, in  conformity  with  generally  accepted
accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
September 24, 2000


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