AMERIPRIME FUNDS
24F-2NT, 1996-12-30
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24F-2

                        Read instructions at end of Form
                          before preparing Form. Please
                                 print or type.

- --------------------------------------------------------------------------------
1.  Name and address of issuer:             AMERIPRIME FUNDS
                                            1793 Kingswood Drive, Suite 200
                                            Southlake, TX  76092
- --------------------------------------------------------------------------------
2.  Name of each series or class of funds for which this notice is filed:

     AIT Vision U.S. Equity Portfolio
     Carl Domino Equity Income Fund
     GLOBALT Growth Fund
     IMS Capital Value Fund
     Fountainhead Special Value Fund
     The MAXIM Contrarian Fund
     
- --------------------------------------------------------------------------------
3.  Investment Company Act File Number:           811-9096

    Securities Act File Number:                33-96826
- --------------------------------------------------------------------------------
4.  Last day of fiscal year for which this notice is filed: 10-31-96

- --------------------------------------------------------------------------------
5.  Check box if this notice is being filed more than 180 days after the close
    of the issuer's fiscal year for purposes of reporting securities sold after
    the close of the fiscal year but before termination of the issuer's 24f-2
    declaration: N/A
                                                             [ ]
- --------------------------------------------------------------------------------
6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
    Applicable (see Instruction A.6):                N/A

- --------------------------------------------------------------------------------
7.  Number and amount of securities of the same class or series which had been
    registered under the Securities Act of 1933 other than pursuant to rule
    24f-2 in a prior fiscal year, but which remained unsold at the beginning
    of the fiscal year.             None
- --------------------------------------------------------------------------------
8.  Number and amount of securities registered during the fiscal year other
    than pursuant to rule 24f-2.   None

- --------------------------------------------------------------------------------
9.  Number and aggregate sales  price  of securities sold during the fiscal
    year:

          1,023,071 Shares of                       $10,672,470.00
          beneficial interest, no par value         aggregate sales price
- --------------------------------------------------------------------------------


<PAGE>


- --------------------------------------------------------------------------------

10.  Number and aggregate  sales price of securities  sold during the fiscal
     year in reliance upon registration pursuant to rule 24f-2:

          1,023,071 Shares                          $10,672,470.00
          beneficial interest, no par value         aggregate sales price

- --------------------------------------------------------------------------------

11.      Number and aggregate sales price of securities issued during the fiscal
         year in connection with dividend reinvestment plans, if applicable (see
         instruction B.7):

                    Not Applicable
- --------------------------------------------------------------------------------

12.      Calculation of registration fee:

         (i)    Aggregate  sales price of securities sold
                during the  fiscal  year in  reliance  on
                rule 24f-2 (from item 10):                  $10,672,470.00
                                                            --------------------

         (ii)   Aggregate   price  of  shares  issued  in
                connection  with  dividend   reinvestment
                plans (from Item 11, if applicable)         +            0
                                                            --------------------

         (iii)  Aggregate  price of  shares  redeemed  or
                repurchased  during the  fiscal  year (if
                applicable):                                -  $ 82,707.00
                                                            --------------------

         (iv)   aggregate  price of  shares  redeemed  or
                repurchased  and previously  applied as a
                reduction to filing fees pursuant to rule
                24e-2 (if applicable):                      +            0 
                                                            --------------------

         (v)    Net aggregate  price of  securities  sold
                and  issued  during  the  fiscal  year in
                reliance  on rule 24f-2  [line (I),  plus
                line  (ii),  less line  (iii),  plus line
                (iv)] (if applicable):                      $10,589,763.00
                                                            --------------------

         (vi)   Multiplier  prescribed by Section 6(b) of
                the  Securities  Act  of  1933  or  other
                applicable   law   or   regulation   (see
                instruction      C.6):                      x 1/3300
                                                            --------------------


         (vii)  Fee due [line (I) or line (v)  multiplied
                by line (vi)]:                                   $3,209.02
                                                            ====================

Instructions:   issuers should complete lines (ii), (iii), (iv), and (v) only if
                the form is being filed  within 60 days after the  close of  the
                issuer's fiscal year.  See Instruction C.3.

- --------------------------------------------------------------------------------

13.      Check  box if fees  are  being  remitted  to the  Commission's  lockbox
         depository as described in section 3a of the Commission's  Rules of the
         Informal and Other Procedures 917 CFR 202.3a).          

                  [X]
                                                                       
         Date of mailing or wire  transfer  of  file  fees  to  the Commission's
         lockbox depository:
                                December 26, 1996

- --------------------------------------------------------------------------------

                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     /s/ Kenneth D. Trumpfheller
                              --------------------------------------------------
                              Kenneth D. Trumpfheller / President
                              --------------------------------------------------

Date:                         December 26, 1996
                              -----------------


  * Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------




  
                       BROWN, CUMMINS & BROWN CO., L.P.A.
                         ATTORNEYS AND COUNSELORS AT LAW
                                3500 CAREW TOWER
                                441 VINE STREET
                             CINCINNATI, OHIO 45202
                            TELEPHONE (513) 381-2121
                           TELECOPIER (513) 381-2125


J. W. BROWN (1911-1995)          
JAMES R. CUMMINS            
ROBERT S BROWN                                                   OF COUNSEL
DONALD S. MENDELSOHN                                        GILBERT BETTMAN
LYNNE SKILKEN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JEFFREY R. TEETERS
JOANN M. STRASSER
                                            December 26, 1996


The AmeriPrime Funds
1793 Kingswood Drive
Suite 200
Southlake, Texas  76092

Ladies and Gentlemen:

        This letter is in response to your request for our opinion in 
connection with the Form 24F-2 for the Trust for the fiscal year ended 
October 31, 1996.

        We have examined a copy of (a) the Trust's Agreement and Declaration 
of Trust and amendments thereto, (b) the Trust's By-Laws and amendments thereto,
and (c) all such agreements, certificates of public officials, certificates of 
officers and representatives of the Trust and others, and such other documents, 
papers, statutes and authorities as we deem necessary to form the basis of the 
opinion hereinafter expressed.  We have assumed the genuineness of the 
signatures on original documents submitted to us, conformity to executed 
documents of all unexecuted copies submitted to us and the conformity to the 
original of all copies submitted to us as conformed or copied documents.

        Based upon the foregoing, we are of the opinion that the shares of the 
Trust, the registration of which the Form makes definite in number, if issued 
in accordance with the applicable Prospectus and Statement of Additional 
Information of the Trust, were legally issued, fully paid and non-assessable.

        We herewith give you our permission to file this opinion with the 
Securities and Exchange Commission as an exhibit to the Form referred to above.

                                            Very truly yours,


                                            /s/ Brown, Cummins & Brown Co. 
                                            BROWN, CUMMINS & BROWN CO., L.P.A.

BCB:tms






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