SHEPHERD VALUES GROWTH FUND

                       SHEPHERD VALUES MARKET NEUTRAL FUND

                         1793 KINGSWOOD DRIVE, SUITE 200

                             SOUTHLAKE, TEXAS 76092

                     NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                            HELD ON DECEMBER 2, 1999

Dear Shareholders:

The special  meeting of the  shareholders of the Shepherd Values Growth Fund and
the Shepherd  Values Market Neutral Fund series of AmeriPrime  Funds was held as
scheduled on Thursday, December 2, 1999 at 10:00 a.m., Eastern Standard Time.

      However,  the  necessary  quorum  (majority)  of  shareholders  or proxies
representing  shareholders were not represented at the meeting, thus the meeting
was  adjourned  until a  majority  of  proxies  are  obtained.  The  meeting  is
rescheduled for January 20, 1999.

ATTACHED IS ANOTHER COPY OF THE PROXY,  YOUR VOTE IS  IMPORTANT.  TO ASSURE YOUR
REPRESENTATION AT THE MEETING,  PLEASE COMPLETE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE OR BY FAXING IT TO (317) 266-8756, WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING.  IF YOU ATTEND THE MEETING,  YOU
MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

                                  By Order of the Board of Trustees


                                  Kenneth D. Trumpfheller
                                  President

January 6, 2000