IMS CAPITAL VALUE FUND

                       STATEMENT OF ADDITIONAL INFORMATION

                                November 1, 2001

     This Statement of Additional  Information  ("SAI") is not a prospectus.  It
should be read in  conjunction  with the  Prospectus  of IMS Capital  Value Fund
dated  November 1, 2001.  This SAI  incorporates  by reference the Fund's Annual
Report  to  Shareholders  for the  fiscal  year  ended  June 30,  2001  ("Annual
Report").  A free copy of the  Prospectus  or Annual  Report can be  obtained by
writing  the  Transfer  Agent  at  Unified  Fund   Services,   Inc.,  431  North
Pennsylvania Street, Indianapolis, Indiana 46204, or by calling (800) 934-5550.

                                TABLE OF CONTENTS
                                                                           PAGE

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

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

INVESTMENT LIMITATIONS........................................................5

THE INVESTMENT ADVISOR........................................................7

TRUSTEES AND OFFICERS.........................................................8

PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................9

DETERMINATION OF SHARE PRICE.................................................10

SALES AT NET ASSET VALUE.....................................................11

INVESTMENT PERFORMANCE.......................................................12

CUSTODIAN....................................................................12

FUND SERVICES................................................................13

ACCOUNTANTS..................................................................13

DISTRIBUTOR..................................................................13

FINANCIAL STATEMENTS.........................................................14








DESCRIPTION OF THE TRUST AND FUND

     IMS Capital Value Fund (the "Fund") was  organized as a diversified  series
of AmeriPrime  Funds (the "Trust") on July 25, 1996 and commenced  operations on
August 5, 1996. The Trust is an open-end  investment  company  established under
the laws of Ohio by an Agreement and  Declaration  of Trust dated August 8, 1995
(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.  The  Fund  is one of a  series  of  funds  currently  authorized  by the
Trustees.

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

     Any Trustee of the Trust may be removed by vote of the shareholders holding
not less than two-thirds of the outstanding  shares of the Trust. The Trust does
not hold an annual  meeting of  shareholders.  When  matters  are  submitted  to
shareholders for a vote, each shareholder is entitled to one vote for each whole
share he owns and fractional votes for fractional  shares he owns. All shares of
the Fund have equal voting rights and  liquidation  rights.  The  Declaration of
Trust can be amended by the Trustees,  except that any amendment  that adversely
effects  the  rights  of  shareholders  must  be  approved  by the  shareholders
affected.  Each share of the Fund is subject  to  redemption  at any time if the
Board of Trustees  determines in its sole  discretion  that failure to so redeem
may  have  materially  adverse   consequences  to  all  or  any  of  the  Fund's
shareholders.

     As of October 31, 2001, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund:  Charles Schwab & Co., 101 Montgomery
Street, San Francisco, CA 94102, 7.30%; Marker IRA, 209 SW Oak Street, Portland,
OR 97206,  11.03%;  National Financial,  One World Financial Center, 200 Liberty
Street, New York, NY 10281, 21.27%.

     As of October 31, 2001, the officers and trustees as a group own less than
1% of the Fund.

     Upon sixty days prior  written  notice to  shareholders,  the Fund may make
redemption  payments in whole or in part in securities or other  property if the
Trustees determine that existing conditions make cash payments undesirable.  For
other information  concerning the purchase and redemption of shares of the Fund,
see "How to Buy Shares" and "How to Redeem Shares" in the Fund's Prospectus. For
a description  of the methods used to determine the share price and value of the
Fund's assets, see "Price of Shares" in the Fund's Prospectus.







ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

     A. Equity  Securities.  Equity  securities  include common stock,  American
Depositary  Receipts (ADRs),  preferred stock and common stock equivalents (such
as convertible  preferred  stock,  rights and warrants).  Convertible  preferred
stock is preferred stock that can be converted into common stock pursuant to its
terms.  Warrants are options to purchase equity  securities at a specified price
valid for a specific time period.  Rights are similar to warrants,  but normally
have a short duration and are distributed by the issuer to its shareholders. The
Fund  may  invest  up to 5% of  its  net  assets  at the  time  of  purchase  in
convertible preferred stock,  convertible  debentures,  rights or warrants.  The
Fund  reserves  the right to invest in foreign  stocks,  through the purchase of
American Depository Receipts, provided the companies have substantial operations
in the U.S. and do not exceed 5% of the Fund's net assets.

     B.  American   Depository   Receipts.   American  Depository  Receipts  are
dollar-denominated  receipts  that are generally  issued in  registered  form by
domestic  banks,  and  represent  the  deposit  with the bank of a security of a
foreign issuer. To the extent that the Fund invests in foreign securities,  such
investments  may be subject to special  risks.  For  example,  there may be less
information  publicly  available  about  a  foreign  company  than  about a U.S.
company, and foreign companies are not generally subject to accounting, auditing
and financial reporting standards and practices  comparable to those in the U.S.
Other risks associated with investments in foreign securities include changes in
restrictions on foreign currency transactions and rates of exchanges, changes in
the  administrations  or economic and monetary policies of foreign  governments,
the imposition of exchange control regulations, the possibility of expropriation
decrees and other adverse foreign governmental action, the imposition of foreign
taxes, less liquid markets,  less government  supervision of exchanges,  brokers
and  issuers,  difficulty  in  enforcing  contractual  obligations,   delays  in
settlement of securities transactions and greater price volatility. In addition,
investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities.

     C. Covered Call Options.  The Fund may write (sell) covered call options on
common stocks in the Fund's portfolio. A covered call option on a security is an
agreement to sell a particular  portfolio security if the option is exercised at
a specified  price,  or before a set date. The Fund profits from the sale of the
option, but gives up the opportunity to profit from any increase in the price of
the stock above the option price, and may incur a loss if the stock price falls.
Risks  associated  with  writing  covered  call  options  include  the  possible
inability to effect closing transactions at favorable prices and an appreciation
limit on the securities set aside for settlement. When the Fund writes a covered
call option,  it will receive a premium,  but it will give up the opportunity to
profit from a price increase in the underlying security above the exercise price
as long as its obligation as a writer continues,  and it will retain the risk of
loss  should the price of the  security  decline.  The Fund will only  engage in
exchange-traded options transactions.

     D.  Loans of  Portfolio  Securities.  The Fund may make short and long term
loans of its portfolio  securities.  Under the lending policy  authorized by the
Board of  Trustees  and  implemented  by the  Advisor in response to requests of
broker-dealers or institutional investors which the Advisor deems qualified, the
borrower  must  agree  to  maintain  collateral,  in the  form  of  cash or U.S.
government  obligations,  with  the Fund on a daily  mark-to-market  basis in an
amount at least  equal to 100% of the value of the loaned  securities.  The Fund
will continue to receive  dividends or interest on the loaned securities and may
terminate such loans at any time or reacquire such securities in time to vote on
any matter which the Board of Trustees determines to be serious. With respect to
loans of securities,  there is the risk that the borrower may fail to return the
loaned  securities  or that the borrower  may not be able to provide  additional
collateral.

     E. Purchases of Options.  Up to 5% of the Fund's net assets may be invested
in purchases of put and call options involving individual  securities and market
indices.  An option  involves  either (a) the right or the  obligation to buy or
sell a specific  instrument at a specific price until the expiration date of the
option,  or (b) the right to receive payments or the obligation to make payments
representing the difference  between the closing price of a market index and the
exercise  price of the option  expressed in dollars  times a specified  multiple
until  the  expiration  date  of the  option.  Options  are  sold  (written)  on
securities and market indices. The purchaser of an option on a security pays the
seller (the writer) a premium for the right  granted but is not obligated to buy
or sell the  underlying  security.  The purchaser of an option on a market index
pays the  seller a premium  for the right  granted,  and in return the seller of
such an option is obligated to make the payment. Options are traded on organized
exchanges and in the over-the-counter market.

     The purchase of options  involves  certain  risks.  The purchase of options
limits  the Fund's  potential  loss to the  amount of the  premium  paid and can
afford the Fund the opportunity to profit from favorable  movements in the price
of an underlying security to a greater extent than if transactions were effected
in the security directly. However, the purchase of an option could result in the
Fund losing a greater  percentage of its investment than if the transaction were
effected directly.

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

     G. Fixed Income  Securities.  Although the Fund intends to invest primarily
in U.S.  common  stocks,  the  Advisor  reserves  the right,  during  periods of
unusually high interest rates or unusual market  conditions,  to invest in fixed
income  securities for  preservation  of capital,  total return and capital gain
purposes,  if the  Advisor  believes  that such a position  would best serve the
Fund's  investment  objective.  Fixed income  securities  include corporate debt
securities,  U.S.  government  securities  and  participation  interests in such
securities. Fixed income securities are generally considered to be interest rate
sensitive,  which means that their value will  generally  decrease when interest
rates rise and  increase  when  interest  rates fall.  Securities  with  shorter
maturities,  while  offering  lower  yields,  generally  provide  greater  price
stability  than  longer  term  securities  and are less  affected  by changes in
interest rates.

      Corporate Debt Securities - Corporate debt securities are long and short
term debt obligations issued by companies (such as publicly issued and privately
placed bonds, notes and commercial paper). The Advisor considers corporate debt
securities to be of investment grade quality if they are rated A or higher by
Standard & Poor's Corporation, or Moody's Investors Services, Inc., or if
unrated, determined by the Advisor to be of comparable quality. Investment grade
debt securities generally have adequate to strong protection of principal and
interest payments. In the lower end of this category, credit quality may be more
susceptible to potential future changes in circumstances and the securities have
speculative elements. The Fund will not invest more than 5% of the value of its
net assets in securities that are below investment grade.

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

INVESTMENT LIMITATIONS

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

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

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

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

     4. Real  Estate.  The Fund will not  purchase  or sell  real  estate.  This
limitation is not applicable to investments in marketable  securities which have
a significant portion of their assets in real estate.

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

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

     7. Concentration.  The Fund will not invest 25% or more of its total assets
in a particular  industry.  This  limitation is not applicable to investments in
obligations  issued or  guaranteed  by the U.S.  government,  its  agencies  and
instrumentalities or repurchase agreements with respect thereto.

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

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

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

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

     ii  Borrowing.  The Fund will not purchase any  security  while  borrowings
representing more than 5% of its total assets are outstanding. The Fund will not
invest in reverse repurchase agreements.

     iii. Margin Purchases.  The Fund will not purchase  securities or evidences
of interest thereon on "margin." This limitation is not applicable to short term
credit  obtained  by the  Fund  for the  clearance  of  purchases  and  sales or
redemption  of  securities,  or to  arrangements  with  respect to  transactions
involving options and other permitted investments and techniques.

     iv. Short Sales. The Fund will not effect short sales.

     v.  Options.  The Fund will not  purchase or sell puts,  calls,  options or
straddles, except as described in the Prospectus and the Statement of Additional
Information.

     vi.  Repurchase  Agreements.  The Fund may invest  some or all of the funds
assets  in U.S.  Government  repurchase  agreements  temporarily  under  certain
conditions described in the prospectus.

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

     viii.   Mortgage-related   Securities.   The  Fund   will  not   invest  in
mortgage-related securities.

THE INVESTMENT ADVISOR

     The Fund's  investment  advisor is IMS Capital  Management,  8995 S.E. Otty
Road,  Portland,  Oregon 97266. Carl W. Marker may be deemed to be a controlling
person of the Advisor due to his ownership of the shares of the corporation.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments subject to approval of the Board of Trustees.  As
compensation  for its  management  services,  the Fund is  obligated  to pay the
Advisor a fee computed  and accrued  daily and paid monthly at an annual rate of
1.59% of the average daily net assets of the Fund.  The Advisor may waive all or
part of its fee, at any time, and at its sole discretion,  but such action shall
not obligate  the Advisor to waive any fees in the future.  For the fiscal years
ended June 30, 2001 and 2000,  and the fiscal  period  November 1, 1998  through
June 30, 1999,  the Fund paid advisory  fees of $144,169,  $142,721 and $98,550,
respectively.

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

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







TRUSTEES AND OFFICERS

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

==================================== ================ ======================================================================
Name, Age and Address                Position                        Principal Occupations During Past 5 Years
- ------------------------------------ ---------------- ----------------------------------------------------------------------
*Kenneth D. Trumpfheller             President,       Managing Director of Unified Fund Services, Inc., the Fund's
1793 Kingswood Drive                 Secretary and    transfer agent, fund accountant and administrator, since October
Suite 200                            Trustee          2000.  President, Treasurer and Secretary of AmeriPrime Financial
Southlake, Texas  76092                               Services, Inc., a fund administrator, (which merged with Unified
Year of Birth:  1958                                  Fund Services, Inc.) from 1994 through October 2000.  President,
                                                      Treasurer and Secretary of AmeriPrime Financial Securities, Inc.,
                                                      the Fund's distributor, from 1994 through November 2000; President
                                                      and Trustee of AmeriPrime Advisors Trust and AmeriPrime Insurance
                                                      Trust.
- ------------------------------------ ---------------- ----------------------------------------------------------------------
Robert A. Chopyak                    Treasurer and    Assistant Vice-President of Financial Administration of Unified Fund
1793 Kingswood Drive                 Chief            Services, Inc., the Fund's transfer agent, fund accountant and
Suite 200                            Financial        administrator, since August 2000.  Manager of AmeriPrime Financial
Southlake, Texas  76092              Officer          Services, Inc. from February 2000 to August 2000.  Self-employed,
Year of Birth:  1968                                  performing Y2K testing, January 1999 to January 2000.  Vice
                                                      President of Fund Accounting, American Data Services, Inc., a mutual
                                                      fund services company, October 1992 to December 1998.
- ------------------------------------ ---------------- ----------------------------------------------------------------------
Steve L. Cobb                        Trustee          President of Chandler Engineering Company, L.L.C., oil and gas
2001 N. Indianwood Avenue                             services company, since 1997; various positions with Carbo Ceramics,
Broken Arrow, OK  74012                               Inc., oil field manufacturing/supply company, from 1984 to 1997,
Year of Birth:  1957                                  most recently Vice President of Marketing.
- ------------------------------------ ---------------- ----------------------------------------------------------------------
Gary E. Hippenstiel                  Trustee          Director, Vice President and Chief Investment Officer of Legacy
600 Jefferson Street                                  Trust Company since 1992; President and Director of Heritage Trust
Suite 350                                             Company from 1994-1996; Vice President and Manager of Investments of
Houston, TX 77002                                     Kanaly Trust Company from 1988 to 1992.
Year of Birth:  1947
==================================== ================ ======================================================================



      The compensation paid to the Trustees of the Trust for the Fund's fiscal
year ended June 30, 2001 is set forth in the following table. Trustee fees are
Trust expenses and each series of the Trust pays a portion of the Trustee fees.
                                                                     

======================================== =================================== ==================================================
                 Name                                 Aggregate                        Total Compensation
                                                    Compensation                    from Trust (the Trust is
                                                     From Trust                      not in a Fund Complex)
- ---------------------------------------- ----------------------------------- --------------------------------------------------
Kenneth D. Trumpfheller                                   0                                     0
- ---------------------------------------- ----------------------------------- --------------------------------------------------
Steve L. Cobb                                          $20,375                               $20,375
- ---------------------------------------- ----------------------------------- --------------------------------------------------
Gary E. Hippenstiel                                    $20,375                               $20,375
======================================== =================================== ==================================================



PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

     Research services include  supplemental  research,  securities and economic
analyses,  statistical services and information with respect to the availability
of securities  or  purchasers  or sellers of securities  and analyses of reports
concerning  performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects  securities  transactions may
also  be  used by the  Advisor  in  servicing  all of its  accounts.  Similarly,
research and  information  provided by brokers or dealers  serving other clients
may be  useful to the  Advisor  in  connection  with its  services  to the Fund.
Although  research services and other information are useful to the Fund and the
Advisor,  it is not  possible to place a dollar  value on the research and other
information received. It is the opinion of the Board of Trustees and the Advisor
that the review and study of the research and other  information will not reduce
the overall cost to the Advisor of  performing  its duties to the Fund under the
Agreement.  Due to research services  provided by brokers,  the Fund directed to
brokers  $17,084,634  of  brokerage  transactions  (on  which  commissions  were
$59,407) during the fiscal year ended June 30, 2001.

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

     To the extent that the Trust and another of the  Advisor's  clients seek to
acquire the same  security at about the same time,  the Trust may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security.  Similarly, the Trust may not be able to obtain
as large an execution of an order to sell or as high a price for any  particular
portfolio  security  if the  other  client  desires  to sell the same  portfolio
security at the same time. On the other hand, if the same  securities are bought
or sold at the same time by more than one client, the resulting participation in
volume  transactions could produce better executions for the Trust. In the event
that more than one client wants to purchase or sell the same security on a given
date, the purchases and sales will normally be made by random client selection.

     For the fiscal  years ended June 30, 2001 and 2000,  and the fiscal  period
November 1, 1998 through June 30, 1999, the Fund paid  brokerage  commissions of
$59,407, $33,268 and $46,635, respectively.

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

DETERMINATION OF SHARE PRICE

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

     Securities   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
Advisor's  opinion,  the last bid price does not accurately  reflect the current
value of the security.  All other securities for which  over-the-counter  market
quotations are readily available are valued at their last bid price. When market
quotations are not readily  available,  when the Advisor determines the last bid
price  does  not  accurately  reflect  the  current  value  or  when  restricted
securities  are being valued,  such  securities are valued as determined in good
faith by the Advisor,  in conformity with  guidelines  adopted by and subject to
review of the Board of Trustees of the Trust.

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

SALES AT NET ASSET VALUE

         Purchases of the Fund's shares at net asset value may be made in the
following situations:
(a)  non-dealer assisted (or assisted only by the Fund's distributor) tax-exempt
     entities (including pension and profit sharing plans) whose minimum initial
     investment is $25,000 or more,
(b)  non-dealer assisted (or assisted only by the Fund's distributor) purchases
     by a bank or trust company in a single account where such bank or trust
     company is named as trustee and the minimum initial investment is over
     $25,000,
(c)  non-dealer assisted (or assisted only by the Fund's distributor) purchases
     by banks, insurance companies, insurance company separate accounts and
     other institutional purchasers,
(d)  a registered investment advisor purchasing shares on behalf of a client or
     on his or her own behalf through an intermediary service institution
     offering a separate and established program for registered investment
     advisors and notifying the Fund and its distributor of such arrangement,
(e)  the Advisor, the Fund's distributor, the Fund's administrator, or any
     affiliated company thereof,
(f)  any current or retired officer, trustee, director or employee, or any
     member of the immediate family of such person, of the Fund, the Advisor,
     the Fund's distributor, the Fund's administrator, or any affiliated company
     thereof,
(g)  any employee benefit plan established for employees of the Advisor, the
     Fund's distributor, the Fund's administrator, or any affiliated company
     thereof,
(h)  advisory clients of the Advisor,
(i)  registered representatives and their spouses and minor children and
     employees of selected dealers,
(j)  for-fee clients of investment advisors who have for-fee clients with at
     least $25,000 of net asset value of shares in the Fund after giving effect
     to the purchase, and who have directed their for-fee clients to the Fund,
(k)  shareholders of the Fund, with respect to their reinvestment of dividends
     and distributions from the Fund,
(l)  any additional investments made by shareholders of the Fund if their
     account was established prior to the date the Fund was converted from a
     no-load fund to a load fund,
(m)  sales to broker-dealers who conduct their business with their customers
     principally through the Internet and who do not have registered
     representatives who actively solicit those customers to purchase
     securities, including shares of the Fund, and
(n)  sales through a financial services organization (such as a bank,
     broker-dealer, financial planner, advisor, fund supermarket or other
     financial intermediary) under an arrangement with the Fund or the Advisor.

     In the  opinion of the Fund's  management,  these sales will result in less
selling effort and expense.  In order to qualify for these  waivers,  sufficient
information  must be submitted at the time of purchase with the  application  to
determine whether the account is entitled to the waiver of the sales charge.













INVESTMENT PERFORMANCE

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

                     P(1+T)n=ERV

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

     The computation assumes that all dividends and distributions are reinvested
at the net asset value on the reinvestment dates and that a complete  redemption
occurs at the end of the applicable period.

     The  Fund's   investment   performance  will  vary  depending  upon  market
conditions,  the composition of the Fund's  portfolio and operating  expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment  companies or
investment vehicles.  The risks associated with the Fund's investment objective,
policies and techniques  should also be  considered.  At any time in the future,
investment  performance may be higher or lower than past performance,  and there
can be no assurance  that any  performance  will  continue.  For the fiscal year
ended June 30, 2001 and the period August 5, 1996  (commencement  of operations)
through June 30, 2001,  the Fund's  average annual total returns were 14.63% and
11.84%, respectively.

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

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

CUSTODIAN

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

FUND SERVICES

     As of July 1, 2000,  Unified Fund Services,  Inc., 431 N. Pennsylvania St.,
Indianapolis, IN 46204 ("Unified"), acts as the Fund's transfer agent. A Trustee
and the  officers of the Trust are members of  management  and/or  employees  of
Unified.  Unified maintains the records of each shareholder's  account,  answers
shareholders'  inquiries  concerning  their  accounts,  processes  purchases and
redemptions of the 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 Advisor
of $1.20 per  shareholder  (subject to a minimum  monthly fee of $900) for these
transfer  agency  services.  For the fiscal  year ended June 30,  2001,  Unified
received $15,563 from the Fund for these transfer agent services.

     In addition, Unified provides the 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 Fund equal to 0.0275% of the Fund's assets up to $100 million,  0.0250%
of the Fund's  assets  from $100  million to $300  million,  and  0.0200% of the
Fund's assets over $300 million  (subject to various  monthly  minimum fees, the
maximum  being  $2,100  per month for  assets of $20 to $100  million).  For the
fiscal year ended June 30,  2001,  Unified  received  $19,445  from the Fund for
these fund accounting services.

     Prior to July 1, 2000,  American Data  Services,  Inc.  ("ADS"),  Hauppauge
Corporate Center,  150 Motor Parkway,  Hauppauge,  New York 11788,  acted as the
Fund's  transfer agent and fund  accountant.  For the fiscal year ended June 30,
2000, and for the fiscal period  November 1, 1998 through June 30, 1999, and the
fiscal year ended October 31, 1998, ADS received  $18,363,  $18,128 and $16,878,
respectively, from the Fund for these services.

     Unified also provides the Fund with administrative services,  including all
regulatory  reporting and necessary office equipment,  personnel and facilities.
Unified receives a monthly fee from the Fund equal to an annual rate of 0.10% of
the  Fund's  assets  under $50  million,  0.075% of the Fund's  assets  from $50
million  to $100  million,  and 0.050% of the Fund's  assets  over $100  million
(subject to a minimum fee of $2,500 per month).  For the fiscal years ended June
30, 2001 and 2000,  and for the fiscal period  November 1, 1998 through June 30,
1999, Unified received $15,759, $23,275 and $20,000, respectively, from the Fund
for these  administrative  services (prior to October 12, 2000,  these fees were
paid to AmeriPrime  Financial  Services,  Inc. which merged with Unified on that
date).

ACCOUNTANTS

     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent  public accountants for the Fund for the
fiscal year ending June 30, 2002. McCurdy & Associates  performs an annual audit
of the Fund's financial  statements and provides  financial,  tax and accounting
consulting services as requested.

DISTRIBUTOR

     Capital Research Brokerage Services,  LLC, 107 South Fair Oaks Drive, Suite
315,  Pasadena,  CA  91105,  (the  "Distributor"),  is the  exclusive  agent for
distribution  of shares of the Fund.  The  Distributor  is obligated to sell the
shares of the Fund on a best efforts basis only against  purchase orders for the
shares. Shares of the Fund are offered to the public on a continuous basis.


FINANCIAL STATEMENTS

     The financial  statements and independent  auditors'  report required to be
included in the Statement of Additional  Information are incorporated  herein by
reference to the Fund's Annual Report to Shareholders  for the period ended June
30, 2001. The Trust will provide the Annual Report without charge by calling the
Fund at (800)-934-5550.


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