AMERIPRIME FUNDS
485APOS, 1996-12-27
Previous: AMERIPRIME FUNDS, N-30D, 1996-12-27
Next: GEOGRAPHICS INC, 424B2, 1996-12-27





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              / /
  
        Pre-Effective Amendment No.                                  / /

   
        Post-Effective Amendment No.    6                            /X/
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT              / /
OF 1940

   
        Amendment No.   7                                            /X/
    

                        (Check appropriate box or boxes.)

AmeriPrime Funds - File Nos. 33-96826 and 811-9096                    

1793 Kingswood Drive, Suite 200, Southlake, Texas             76092   
  (Address of Principal Executive Offices)                  Zip Code

Registrant's Telephone Number, including Area Code:   (817) 431-2197

Kenneth Trumpfheller, 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
                     (Name and Address of Agent for Service)

                                  With copy to:
            Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
                    3500 Carew Tower, Cincinnati, Ohio 45202

Release Date:               , 1995

It is proposed that this filing will become effective:

   
/ / immediately upon filing pursuant to paragraph (b)
/ / on ____________________ pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1) 
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
    

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

        Registrant continues its election made by the filing of its
Registration Statement, effective November 6, 1995, to register an
indefinite number and amount of its securities under Rule 24f-2 of the
Investment Company Act.  Registrant anticipates that it will file,
pursuant to paragraph b(1) of Rule 24f-2, a Form 24F-2 for the fiscal
year ending October 31, 1996 on or before December 30, 1996.



<PAGE>



                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

                       FOR CARL DOMINO EQUITY INCOME FUND


ITEM                                   SECTION IN EACH PROSPECTUS

  1..............................      Cover Page
  2..............................      Summary of Fund Expenses
   
  3..............................      Financial Highlights
    
  4..............................      The Fund, Investment Objective and
                                       Strategies, Investment Policies and
                                       Techniques and Risk Considerations,
                                       Operation of the Fund, General
                                       Information
   
  5..............................      Operation of the Fund
    
  5A.............................      None
   
  6..............................      Cover Page, Dividends and
                                       Distributions, Taxes, Operation of
                                       the Fund, General Information
  7..............................      Cover Page, How to Invest in the
                                       Fund, Share Price Calculation,
                                       Operation of the Fund
    
  8..............................      How to Redeem Shares
  9..............................      None
 13..............................      General Information
 15..............................      General Information


                                       SECTION IN STATEMENT OF
ITEM                                   ADDITIONAL INFORMATION

 10..............................      Cover Page
 11..............................      Table of Contents
 12..............................      None
 13..............................      Additional Information About Fund
                                       Investments and Risk Considerations,
                                       Investment Limitations
 14..............................      Trustees and Officers
 15..............................      Description of the Trust
 16..............................      The Investment Adviser, Custodian,
                                       Transfer Agent, Accountants
 17..............................      Portfolio Transactions and Brokerage
 18..............................      Description of the Trust
 19..............................      Determination of Share Price
 20..............................      None
 21..............................      Distributor
 22..............................      Investment Performance
   
 23..............................      Financial Statements
    



<PAGE>

                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

   
                       FOR FOUNTAINHEAD SPECIAL VALUE FUND
    


ITEM                                   SECTION IN EACH PROSPECTUS

  1..............................      Cover Page
  2..............................      Summary of Fund Expenses
  3..............................      None
  4..............................      The Fund, Investment Objective and
                                       Strategies, Investment Policies and
                                       Techniques and Risk Considerations,
                                       Operation of the Fund, General
                                       Information
  5..............................      Operation of the Fund
  5A.............................      None
  6..............................      Cover Page, Dividends and
                                       Distributions, Taxes, Operation of
                                       the Fund, General Information
  7..............................      Cover Page, How to Invest in the
                                       Fund, Share Price Calculation,
                                       Operation of the Fund,
  8..............................      How to Redeem Shares
  9..............................      None
 13..............................      General Information
 15..............................      General Information


                                       SECTION IN STATEMENT OF
ITEM                                   ADDITIONAL INFORMATION

 10..............................      Cover Page
 11..............................      Table of Contents
 12..............................      None
 13..............................      Additional Information About Fund
                                       Investments and Risk Considerations,
                                       Investment Limitations
 14..............................      Trustees and Officers
 15..............................      None
 16..............................      The Investment Adviser, Custodian,
                                       Transfer Agent, Accountants
 17..............................      Portfolio Transactions and Brokerage
 18..............................      Description of the Trust
 19..............................      Determination of Share Price
 20..............................      None
 21..............................      Distributor
 22..............................      Investment Performance
 23..............................      None




<PAGE>


                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

                      FOR AIT VISION U.S. EQUITY PORTFOLIO


ITEM                                   SECTION IN EACH PROSPECTUS

  1..............................      Cover Page
  2..............................      Summary of Fund Expenses
   
  3..............................      Financial Highlights
    
  4..............................      The Fund, Investment Objective and
                                       Strategies, Investment Policies and
                                       Techniques and Risk Considerations,
                                       Operation of the Fund, General
                                       Information
  5..............................      Operation of the Fund
  5A.............................      None
   
  6..............................      Cover Page, Dividends and
                                       Distributions, Taxes, Operation of
                                       the Fund, General Information
  7..............................      Cover Page, How to Invest in the
                                       Fund, Share Price Calculation,
                                       Operation of the Fund
    
  8..............................      How to Redeem Shares
  9..............................      None
 13..............................      General Information
 15..............................      General Information


                                       SECTION IN STATEMENT OF
ITEM                                   ADDITIONAL INFORMATION

 10..............................      Cover Page
 11..............................      Table of Contents
 12..............................      None
 13..............................      Additional Information About Fund
                                       Investments and Risk Considerations,
                                       Investment Limitations
 14..............................      Trustees and Officers
 15..............................      Description of the Trust
 16..............................      The Investment Adviser, Custodian,
                                       Transfer Agent, Accountants
 17..............................      Portfolio Transactions and Brokerage
 18..............................      Description of the Trust
 19..............................      Determination of Share Price
 20..............................      None
 21..............................      Distributor
 22..............................      Investment Performance
   
 23..............................      Financial Statements
    



<PAGE>


                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

                             FOR GLOBALT GROWTH FUND


ITEM                                   SECTION IN EACH PROSPECTUS

  1..............................      Cover Page
  2..............................      Summary of Fund Expenses
   
  3..............................      Financial Highlights
    
  4..............................      The Fund, Investment Objective and
                                       Strategies, Investment Policies and
                                       Techniques and Risk Considerations,
                                       Operation of the Fund, General
                                       Information
  5..............................      Operation of the Fund
  5A.............................      None
   
  6..............................      Cover Page, Dividends and
                                       Distributions, Taxes, Operation of
                                       the Fund, General Information
  7..............................      Cover Page, How to Invest in the
                                       Fund, Share Price Calculation,
                                       Operation of the Fund
    
  8..............................      How to Redeem Shares
  9..............................      None
 13..............................      General Information
 15..............................      General Information


                                       SECTION IN STATEMENT OF
ITEM                                   ADDITIONAL INFORMATION

 10..............................      Cover Page
 11..............................      Table of Contents
 12..............................      None
 13..............................      Additional Information About Fund
                                       Investments and Risk Considerations,
                                       Investment Limitations
 14..............................      Trustees and Officers
 15..............................      Description of the Trust
 16..............................      The Investment Adviser, Custodian,
                                       Transfer Agent, Accountants
 17..............................      Portfolio Transactions and Brokerage
 18..............................      Description of the Trust
 19..............................      Determination of Share Price
 20..............................      None
 21..............................      Distributor
 22..............................      Investment Performance
   
 23..............................      Financial Statements
    



<PAGE>

                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

                          FOR THE MAXIM CONTRARIAN FUND


ITEM                                   SECTION IN EACH PROSPECTUS

  1..............................      Cover Page
  2..............................      Summary of Fund Expenses
  3..............................      Financial Highlights
  4..............................      The Fund, Investment Objective and
                                       Strategies, Investment Policies and
                                       Techniques and Risk Considerations,
                                       Operation of the Fund, General
                                       Information
  5..............................      Operation of the Fund
  5A.............................      None
  6..............................      Cover Page, Dividends and
                                       Distributions, Taxes, Operation of
                                       the Fund, General Information
  7..............................      Cover Page, How to Invest in the
                                       Fund, Share Price Calculation,
                                       Operation of the Fund, Distribution
                                       Plan
  8..............................      How to Redeem Shares
  9..............................      None
 13..............................      General Information
 15..............................      General Information
 16..............................      Distribution Plan


                                       SECTION IN STATEMENT OF
ITEM                                   ADDITIONAL INFORMATION

 10..............................      Cover Page
 11..............................      Table of Contents
 12..............................      None
 13..............................      Additional Information About Fund
                                       Investments and Risk Considerations,
                                       Investment Limitations
 14..............................      Trustees and Officers
 15..............................      Description of the Trust
 16..............................      The Investment Adviser, Distribution
                                       Plan, Custodian, Transfer Agent,
                                       Accountants
 17..............................      Portfolio Transactions and Brokerage
 18..............................      Description of the Trust
 19..............................      Determination of Share Price
 20..............................      None
 21..............................      Distributor
 22..............................      Investment Performance
 23..............................      Financial Statements



<PAGE>

                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

   
                           FOR IMS CAPITAL VALUE FUND
    


ITEM                                   SECTION IN EACH PROSPECTUS

  1..............................      Cover Page
  2..............................      Summary of Fund Expenses
  3..............................      Supplement to Prospectus
  4..............................      The Fund, Investment Objective and
                                       Strategies, Investment Policies and
                                       Techniques and Risk Considerations,
                                       Operation of the Fund, General
                                       Information
  5..............................      Operation of the Fund
  5A.............................      None
  6..............................      Cover Page, Dividends and
                                       Distributions, Taxes, Operation of
                                       the Fund, General Information
  7..............................      Cover Page, How to Invest in the
                                       Fund, Share Price Calculation,
                                       Operation of the Fund
  8..............................      How to Redeem Shares
  9..............................      None
 13..............................      General Information
 15..............................      General Information


                                       SECTION IN STATEMENT OF
ITEM                                   ADDITIONAL INFORMATION

 10..............................      Cover Page
 11..............................      Table of Contents
 12..............................      None
 13..............................      Additional Information About Fund
                                       Investments and Risk Considerations,
                                       Investment Limitations
 14..............................      Trustees and Officers
 15..............................      Description of the Trust
 16..............................      The Investment Adviser, Custodian,
                                       Transfer Agent, Accountants
 17..............................      Portfolio Transactions and Brokerage
 18..............................      Description of the Trust
 19..............................      Determination of Share Price
 20..............................      None
 21..............................      Distributor
 22..............................      Investment Performance
 23..............................      Financial Statements



<PAGE>



   
                         CARL DOMINO EQUITY INCOME FUND



PROSPECTUS                                                        March 1, 1997
    

                          580 Village Blvd., Suite 225
                         West Palm Beach, Florida  33409

   
               For Information, Shareholder Services and Requests:
                                 (800) 506-9922



      Carl Domino Equity Income Fund (the "Fund") is a mutual fund whose
investment objective is to provide long term growth of capital together with
current income. The Fund's portfolio is comprised primarily of dividend-paying
common stocks of large, established companies believed by the Adviser, Carl
Domino Associates, L.P., to possess less downside risk and volatility than the
S&P 500 Index.
    

      The Fund is "no-load," which means there are no sales charges or
commissions. In addition, there are no 12b-1 fees, distribution expenses or
deferred sales charges which are borne by the shareholders. The Fund is one of
the mutual funds comprising AmeriPrime Funds, an open-end management investment
company, and is distributed by AmeriPrime Financial Securities, Inc.

   
      This Prospectus provides the information a prospective investor ought to
know before investing and should be retained for future reference. A Statement
of Additional Information has been filed with the Securities and Exchange
Commission (the "SEC") dated March 1, 1997, which is incorporated herein by
reference and can be obtained without charge by calling the Fund at the phone
number listed above. The SEC maintains a Web Site (http://www.sec.gov) that
contains the Statement of Additional Information, material incorporated by
reference, and other information regarding registrants that file electronically
with the SEC.
    



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                                     - 1 -


<PAGE>


                            SUMMARY OF FUND EXPENSES

   
      The tables below are provided to assist an investor in understanding the
direct and indirect expenses that an investor may incur as a shareholder in the
Fund. The expense information is based on operating expenses incurred during the
most recent fiscal year. The expenses are expressed as a percentage of average
net assets. The Example should not be considered a representation of future Fund
performance or expenses, both of which may vary.
    

      Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund. In addition, the Fund does not
have a 12b-1 Plan. Unlike most other mutual funds, the Fund does not pay
directly for transfer agency, pricing, custodial, auditing or legal services,
nor does it pay directly any general administrative or other significant
operating expenses. The Adviser pays all of the expenses of the Fund except
brokerage, taxes, interest, fees and expenses of non-interested person trustees
and extraordinary expenses.

Shareholder Transaction Expenses

Sales Load Imposed on Purchases. . . . . . . . . . . . . . . . . . . . . . .NONE
Sales Load Imposed on Reinvested Dividends . . . . . . . . . . . . . . . . .NONE
Deferred Sales Load. . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Redemption Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Exchange Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE

Annual Fund Operating Expenses (as a percentage of average net assets) (1)

   
Management Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.50%
12b-1 Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Other Expenses (2) (after reimbursement) . . . . . . . . . . . . . . . . . 0.00%
Total Fund Operating Expenses (after reimbursement). . . . . . . . . . . . 1.50%
    


1  The Fund's total operating expenses are equal to the management fee paid to
   the Adviser because the Adviser pays all of the Fund's operating expenses
   (except as described in footnote 2).

   
2  After reimbursement by the Adviser. Absent reimbursement, other expenses
   (fees and expenses of the trustees who are not "interested persons" as
   defined in the Investment Company Act) were 0.15% of average net assets for
   the period ended October 31, 1996.
    

The tables above are provided to assist an investor in understanding the direct
and indirect expenses that an investor may incur as a shareholder in the Fund.

Example

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:


                                     - 2 -


<PAGE>


   
                   1 Year         3 Years     5 Years    10 Years

                    $15             $47         $82        $179


                              FINANCIAL HIGHLIGHTS

      The following condensed supplementary financial information for the period
November 6, 1995 (commencement of operations) through October 31, 1996, is
derived from the audited financial statements of the Fund. The financial
statements of the Fund have been audited by McCurdy & Associates CPA's, Inc.,
independent public accountants, and are included in the Fund's Annual Report.
The Annual Report contains additional performance information and is available
upon request and without change.



<TABLE>
<CAPTION>

                         CARL DOMINO EQUITY INCOME FUND

                              FINANCIAL HIGHLIGHTS

               For a share outstanding throughout the period from
                  November 6, 1995 (Commencement of Operations)
                            through October 31, 1996

<S>                                                               <C>

  Net asset value- beginning of period........................      $10.00
                                                                  --------

  Income from investment operations:
  Net investment income.......................................         .16
  Net gain on investments both realized and unrealized........        1.87
                                                                  --------
  Total from investment operations............................        2.03
                                                                  --------

  Less distributions:
  Dividends from net investment income........................           0
  Dividends from capital gains................................           0
                                                                  --------
  Net asset value-end of period...............................      $12.03
                                                                  ========

  Total Return**...............................................      22.31%



Ratio/supplemental data:
  Net assets, end of period (in 000's).........................      1,122
  Ratio of expenses to average net assets**  ++................       1.51%
  Ratio of net investment income to average net assets**  ++...       1.57%
  Portfolio turnover rate......................................      62.51%
  Average Commission rate paid.................................      .0604


<FN>
 ** Annualized,  for the period from December 4, 1995 (Commencement of Fund's
    investment objective) to October 31, 1996.
 ++ Expense  ratio  is  net of  reimbursement  of  trustees'  fees.  Had  such
    reimbursements  not been made,  the expense ratio and the net investment
    income ratio would have been 1.73% and 1.35%,respectively.
</FN>
</TABLE>
    


                                    THE FUND

   
      Carl Domino Equity Income Fund (the "Fund") was organized as a series of
AmeriPrime Funds, an Ohio business trust (the "Trust"), on August 8, 1995, and
commenced operations on November 6, 1995. This prospectus offers shares of the
Fund and each share represents an undivided, proportionate interest in the Fund.
The investment adviser to the Fund is Carl Domino Associates, L.P. (the
"Adviser").
    


                       INVESTMENT OBJECTIVE AND STRATEGIES

      The investment objective of the Fund is to provide long term growth of
capital together with current income. The Fund seeks to achieve its objective by
investing primarily in equity securities which the Adviser believes offer less
downside risk and volatility than the S&P 500 Index. In making investments for
the Fund, the Adviser uses a disciplined, conservative, value and yield
strategy, consistent with capital preservation. The Adviser will particularly
seek to purchase stocks of companies which, in its estimation, are undervalued
due to special circumstances which the Adviser believes are temporary. As the
Fund will primarily invest in dividend-paying common stocks, it is expected that
the Fund will generate a combination of current income and long term capital
appreciation.

      The Adviser generally will select stocks with above average dividend
yield, which the Adviser believes will enhance the Fund's stability and reduce
market risk. The Adviser seeks to further limit investment risk by diversifying
the Fund's investments across a broad range of industries and companies, and by
investing primarily in larger, more established companies.

   
      The Adviser has been managing equity income accounts for its institutional
clients since 1987. The performance of the accounts with investment objectives,
policies and strategies substantially similar to those of the Fund appears
below. The data is provided to illustrate past performance of the Adviser in
managing such accounts, as compared to the S&P 500 Index. The persons
responsible for the performance of the accounts are the same as those
responsible for the investment management of the Fund. As of December 31, 1996,
the assets in those accounts totaled approximately $____ million.
    


                                     - 3 -


<PAGE>

<TABLE>
<CAPTION>
   
                    Summary of Annual Investment Returns of
          the Fund and Carl Domino Associates, L.P. Managed Accounts *

     <S>              <C>              <C>              <C>
                                        Managed
      Period           Fund             Accounts         S&P 500

      1987**                            -11.30%          -17.43%
      1988                               21.68%           16.57%
      1989                               25.25%           31.65%
      1990                              - 6.91%          - 3.14%
      1991                               25.47%           30.45%
      1992                                8.55%            7.62%
      1993                               13.16%           10.06%
      1994                                4.36%            1.30%
      1995             ____%***          _____%           _____%
      1996             ____%             _____%           _____%
    

<FN>
   
*   The Carl Domino Associates, L.P. managed account performance is the time-
    weighted, dollar-weighted average total return associated with a composite
    of equity income accounts having objectives similar to the Fund, and is
    unaudited.  The composite does not include non-institutional accounts
    (those with assets less than $5,000,000) and non-discretionary accounts
    because the nature of those accounts make them inappropriate for purposes of
    comparison.  Results after June 30, 1988 include the reinvestment of income
    on an accrual basis, while prior period results include the reinvestment of
    income on a cash basis. Performance figures reflected are net of management
    fees and net of all expenses, including transaction costs and commissions.
    Results include the reinvestment of dividends and capital gains.  The
    presentation of the performance composite complies with the Performance
    Presentation Standards of the Association for Investment Management and
    Research (AIMR).
    

    The S&P 500 Index is a widely recognized, unmanaged index of market
    activity based upon the aggregate performance of a selected portfolio of
    publicly traded common stocks, including monthly adjustments to reflect
    the reinvestment of dividends and other distributions. The S&P 500 Index
    reflects the total return of securities comprising the Index, including
    changes in market prices as well as accrued investment income, which is
    presumed to be reinvested. Performance figures for the S&P 500 Index do
    not reflect deduction of transaction costs or expenses, including
    management fees.

   
    The performance of the accounts managed by the Adviser does not represent
    the historical performance of the Fund and should not be considered
    indicative of future performance of the Fund. Results may differ because
    of, among other things, differences in brokerage commissions, account
    expenses, including management fees, the size of positions taken in
    relation to account size and diversification of securities, timing of
    purchases and sales, and availability of cash for new investments. In
    addition, the managed accounts are not subject to certain investment
    limitations, diversification requirements, and other restrictions imposed
    by the Investment Company Act and the


                                     - 4 -


<PAGE>


    Internal Revenue Code which, if applicable, may have adversely affected the
    performance results of the managed accounts composite. The results for
    different periods may vary.

**    From June 30, 1987 inception.

***   For the period December 4, 1995 (commencement of operations in accordance
      with the Fund's investment objective) through December 31, 1995,
      annualized.
    
[/FN]
</TABLE>

      Under normal circumstances, at least 65% of the total assets of the Fund
will be invested in income producing equity securities. The Adviser generally
intends to stay fully invested (subject to liquidity requirements and defensive
purposes) in common stock and common stock equivalents (such as rights, warrants
and securities convertible into common stocks) regardless of the movement of
stock prices. However, the Fund may invest in preferred stocks, bonds, corporate
debt and U.S. government obligations to maintain liquidity or pending investment
in equity securities. Most equity securities in the Fund's portfolio are listed
on a major stock exchange or traded over-the-counter. While the Fund ordinarily
will invest in common stocks of U.S. companies, it may invest in foreign
companies.

      For temporary defensive purposes under abnormal market or economic
conditions, the Fund may hold all or a portion of its assets in money market
instruments, cash equivalents or U.S. government repurchase agreements. The Fund
may also invest in such instruments at any time to maintain liquidity or pending
selection of investments in accordance with its policies.

   
      As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. Rates of total return quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be maintained. See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.
    

                            HOW TO INVEST IN THE FUND

      Shares of the Fund are sold on a continuous basis, and you may invest any
amount you choose, as often as you wish, subject to a minimum initial investment
of $2,000 and minimum subsequent investments of $100 ($50 for IRAs).

Initial Purchase

   
      By Mail - You may purchase shares of the Fund by completing and signing
the investment application form which accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to Carl Domino Equity Income Fund, and sent by mail or overnight
delivery to:

                   Carl Domino Equity Income Fund
                   c/o American Data Services, Inc.
                   24 West Carver Street, 2nd Floor
                   Huntington, New York  11743
    


                                     - 5 -

<PAGE>


Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.

   
      By Wire - You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at 800-506-9922 to set up your account
and obtain an account number. You should be prepared at that time to provide the
information on the application. Then, you should provide your bank with the
following information for purposes of wiring your investment:

                 Star Bank, N.A. Cinti/Trust
                 ABA #0420-0001-3
                 Attn:  Carl Domino Equity Income Fund
                 D.D.A. # 483889747
                 Account Name _________________ (write in shareholder name) For
                 the Account # ______________ (write in account number)
    

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

Additional Investments

   
      You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to Carl Domino Equity Income Fund and should be sent to the address
listed above. A bank wire should be sent as outlined above.
    

Tax Sheltered Retirement Plans

      Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Transfer Agent for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax adviser regarding
these plans is advisable. Custodial fees for an IRA will be paid by the
shareholder by redemption of sufficient shares of the Fund from the IRA unless
the fees are paid directly to the IRA custodian. You can obtain information
about the IRA custodial fees from the Transfer Agent.


                                     - 6 -

<PAGE>


Other Purchase Information

      Dividends begin to accrue after you become a shareholder. The Fund does
not issue share certificates. All shares are held in non-certificate form
registered on the books of the Fund and the Fund's Transfer Agent for the
account of the shareholder. The rights to limit the amount of purchases and to
refuse to sell to any person are reserved by the Fund. If your check or wire
does not clear, you will be responsible for any loss incurred by the Fund. If
you are already a shareholder, the Fund can redeem shares from any identically
registered account in the Fund as reimbursement for any loss incurred. You may
be prohibited or restricted from making future purchases in the Fund.


                              HOW TO REDEEM SHARES

      All redemptions will be made at the net asset value determined after the
redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. There is no charge for wire
redemptions; however, the Fund reserves the right to charge for this service.
Any charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares.

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

   
                       Carl Domino Equity Income Fund
                       c/o American Data Services, Inc.
                       24 W. Carver Street
                       Huntington, New York  11743
    

      "Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.

   
      By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at 800-506-9922. You must first complete the Optional
Telephone Redemption and Exchange section of the investment application to
institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
    


                                     - 7 -

<PAGE>


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

   
      Additional Information - If you are not certain of the requirements for a
redemption please call the Transfer Agent at (800) 506-9922. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, the Fund may suspend redemptions or
postpone payment dates.
    

      Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $2,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. 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 shareholders of the Fund.


                             SHARE PRICE CALCULATION

      The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange 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 net asset value
per share of the Fund will fluctuate.

      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 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 of Trustees of the Trust.



                                     - 8 -

<PAGE>


      Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. 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 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.


                           DIVIDENDS AND DISTRIBUTIONS

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

      In the absence of written instructions otherwise, income dividends and
capital gain distributions are automatically reinvested in additional shares at
the net asset value per share on the distribution date. An election to receive a
cash payment of dividends and/or capital gain distributions may be made in the
application to purchase shares or by separate written notice to the Transfer
Agent. Shareholders will receive a confirmation statement reflecting the payment
and reinvestment of dividends and summarizing all other transactions. If cash
payment is requested, a check normally will be mailed within five business days
after the payable date. If you withdraw your entire account, all dividends
accrued to the time of withdrawal, including the day of withdrawal, will be paid
at that time. You may elect to have distributions on shares held in IRAs and
403(b) plans paid in cash only if you are 59 1/2 years old or permanently and
totally disabled or if you otherwise qualify under the applicable plan.


                                      TAXES

      The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the 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 federal income tax purposes, dividends paid by the Fund from ordinary
income are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Pursuant to the Tax
Reform Act of 1986 (the "Tax Reform Act"), all distributions of net short-term
capital gains to individuals are taxed at the same rate as ordinary income. All
distributions of net capital gains to corporations are taxed at regular
corporate rates. Any distributions designated as being made from net realized
long term capital gains are taxable to shareholders as long term capital gains
regardless of the holding period of the shareholder.

      The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and


                                     - 8 -


<PAGE>


capital gains distributions may also be subject to state and local taxes.
Shareholders are urged to consult their own tax advisers regarding specific
questions as to federal, state or local taxes and the tax effect of
distributions and withdrawals from the Fund. 

      On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.


                              OPERATION OF THE FUND

      The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services.

      The Fund retains Carl Domino Associates, L.P., 580 Village Blvd., Suite
225, West Palm Beach, Florida 33409 (the "Adviser") to manage the Fund's
investments. The Adviser provides equity, balanced and fixed income portfolio
management services to a select group of corporations, institutions,
foundations, trusts and high net worth individuals. The Adviser is a limited
partnership organized in Delaware and its general partner is Carl Domino, Inc.
The controlling shareholder of Carl Domino, Inc. is Carl J. Domino. Mr. Domino
is primarily responsible for the day-to-day management of the Fund's portfolio.
A graduate of Florida State University in 1966 with a B.S. degree in accounting
(Cum Laude) he received an MBA from Harvard Business School in 1972 and joined a
national money management firm. During his 12 year association with Delaware
Investment Advisers he was Chairman of the Investment Strategy Committee for
seven years and personally managed over $1 billion. Carl Domino Associates, L.P.
has been providing portfolio management services since its founding in 1987. Mr.
Domino, a portfolio analyst for over 20 years, has been quoted in the press, is
regularly interviewed by the Wall Street Journal and appears frequently on the
Public Education Channel's Inside Money program.

   
      The Fund is authorized to pay the Adviser a fee equal to an annual average
rate of 1.50% of its average daily net assets. The Adviser pays all of the
operating expenses of the Fund except brokerage, taxes, interest, fees and
expenses of non-interested person trustees and extraordinary expenses. In this
regard, it should be noted that most investment companies pay their own
operating expenses directly, while the Fund's expenses, except those specified
above, are paid by the Adviser.
    

      The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator")
to manage the Fund's business affairs and provide the Fund with administrative
services, including all regulatory reporting and necessary office equipment,
personnel and facilities. The Administrator receives a monthly fee from the
Adviser equal to an annual average rate of 0.10% of the Fund's average


                                     - 10 -


<PAGE>


daily net assets up to fifty million dollars, 0.075% of the Fund's average
daily net assets from fifty to one hundred million dollars and 0.050% of the
Fund's average daily net assets over one hundred million dollars (subject to a
minimum annual payment of $30,000). In addition, the Adviser will reimburse the
Administrator for organizational expenses advanced by the Administrator. The
Fund retains American Data Services, Inc., 24 West Carver Street, Huntington,
New York 11743 (the "Transfer Agent") to serve as transfer agent, dividend
paying agent and shareholder service agent. The Trust retains AmeriPrime
Financial Securities, Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas
76092 (the "Distributor") to act as the principal distributor of the Fund's
shares. Kenneth D. Trumpfheller, officer and sole shareholder of the
Administrator and the Distributor, is an officer and trustee of the Trust. The
services of the Administrator, Transfer Agent and Distributor are operating
expenses paid by the Adviser.

      Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions. The Adviser (not the Fund) may pay certain financial
institutions (which may include banks, securities dealers and other industry
professionals) a "servicing fee" for performing certain administrative servicing
functions for Fund shareholders to the extent these institutions are allowed to
do so by applicable statute, rule or regulation.


           INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS

      This section contains general information about various types of
securities and investment techniques that the Fund may purchase or employ.

Equity Securities

      Equity securities consist of common stock, preferred stock and common
stock equivalents (such as convertible preferred stock, rights and warrants).
Equity securities also include common stocks and common stock equivalents of
domestic real estate investment trusts and other companies which operate as real
estate corporations or which have a significant portion of their assets in real
estate. The Fund will not acquire any direct ownership of real estate.

      The Fund may invest in foreign equity securities, including, but not
limited to, the purchase of 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 does invest in foreign securities,
such investments may be subject to special risks, such as changes in
restrictions on foreign currency transactions and rates of exchange, and changes
in the administrations or economic and monetary policies of foreign governments.
The Fund will not invest more than 5% of its net assets at the time of purchase
in foreign securities which are not American Depository Receipts.

Fixed Income Securities

      The Fund may invest in fixed income securities. Fixed income securities
include corporate debt securities, U.S. government securities, mortgage-related
securities and participation interests in such securities. Fixed income
securities are generally considered to be interest rate sensitive,



                                     - 11 -

<PAGE>


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 Fund will only invest
in corporate debt securities rated A or higher by Standard & Poor's Corporation
or Moody's Investors Services, Inc.

            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.

            Mortgage-Related Securities - Mortgage-related securities include
securities representing interests in a pool of mortgages. These securities,
including securities issued by FNMA and GNMA, provide investors with payments
consisting of both interest and principal as the mortgages in the underlying
mortgage pools are repaid. Pools of mortgage loans are assembled for sale to
investors (such as the Fund) by various governmental, government-related and
private organizations, such as dealers. Unscheduled or early payments on the
underlying mortgages may shorten the securities' effective maturities.

   
            Other types of securities representing interests in a pool of
mortgage loans are known as collateralized mortgage obligations (CMOs) and real
estate mortgage investment conduits (REMICs). CMOs and REMICs are debt
instruments collateralized by pools of mortgage loans or other mortgage-backed
securities. The average life of securities representing interests in pools of
mortgage loans is likely to be substantially less than the original maturity of
the mortgage pools as a result of prepayments or foreclosures of such mortgages.
Prepayments are passed through to the registered holder with the regular monthly
payments of principal and interest, and have the effect of reducing future
payments. To the extent the mortgages underlying a security representing an
interest in a pool of mortgages are prepaid, a Fund may experience a loss (if
the price at which the respective security was acquired by the Fund was at a
premium over par, which represents the price at which the security will be
redeemed upon prepayment). In addition, prepayments of such securities held by a
Fund will reduce the share price of the Fund to the extent the market value of
the securities at the time of prepayment exceeds their par value. Furthermore,
the prices of mortgage-related securities can be significantly affected by
changes in interest rates. Prepayments may occur with greater frequency in
periods of declining mortgage rates because, among other reasons, it may be
possible for mortgagors to refinance their outstanding mortgages at


                                     - 12 -

<PAGE>


lower interest rates. In such periods, it is likely that any prepayment
proceeds would be reinvested by a Fund at lower rates of return.
    

Investment Techniques

      The Fund may invest up to 5% of its net assets in repurchase agreements
fully collateralized by U.S. Government obligations. The Fund may buy and sell
securities on a when-issued or delayed delivery basis, with payment and delivery
taking place at a future date, but investment in such securities may not exceed
5% of the Fund's net assets. Also limited to 5% of the Fund's net assets is the
Fund's investment in STRIPs (Separate Trading of Registered Interest and
Principal of Securities). The Federal Reserve creates STRIPs by separating the
coupon payments and the principal payments from the outstanding Treasury
security and selling them as individual securities.

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

General

      The Fund may invest in other investment companies, time deposits,
certificates of deposit or banker's acceptances, and may buy and write put and
call options, provided the Fund's investment in each does not exceed 5% of its
net assets. The Fund will not invest more than 5% of its net assets in illiquid
securities, including repurchase agreements maturing in more than seven days.

                               GENERAL INFORMATION

      Fundamental Policies. The investment limitations set forth in the
Statement of Additional Information as fundamental policies may not be changed
without the affirmative vote of the majority of the outstanding shares of the
Fund. The investment objective of the Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in the Fund having an investment objective different from the
objective which the shareholders considered appropriate at the time of
investment in the Fund.

      Portfolio Turnover. The Fund does not intend to purchase or sell
securities for short term trading purposes. The Fund will, however, sell any
portfolio security (without regard to the length of time it has been held) when
the Adviser believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of less than 100%.

                                     - 13 -

<PAGE>

   
      Shareholder Rights. 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. As
of December 2, 1996, Carl Domino Associates, L.P. and its profit sharing trust
may be deemed to control the Fund.
    

                             PERFORMANCE INFORMATION

      The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.

      The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.

       The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.

      The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.

Investment Adviser                         Administrator
Carl Domino Associates, L.P.               AmeriPrime Financial Services, Inc.
580 Village Blvd., Suite 225               1793 Kingswood Drive, Suite 200
West Palm Beach, Florida  33409            Southlake, Texas  76092

   
Custodian                                  Distributor
Star Bank, N.A.                            AmeriPrime Financial Securities, Inc.
P.O. Box 641081                            1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45264                    Southlake, Texas  76092
    

                                     - 14 -

<PAGE>


   
Transfer Agent (all purchase               Auditors
and redemption requests)                   McCurdy & Associates CPA's, Inc.
American Data Services, Inc.               27955 Clemens Road
24 West Carver Street                      Westlake, Ohio 44145
Huntington, New York  11743
    

No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.


                                     - 15 -

<PAGE>


                                TABLE OF CONTENTS                           PAGE

SUMMARY OF FUND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . .   2

      Shareholder Transaction Expenses . . . . . . . . . . . . . . . . . . .   2
      Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . .   2

THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

INVESTMENT OBJECTIVE AND STRATEGIES. . . . . . . . . . . . . . . . . . . . .   3

HOW TO INVEST IN THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . .   5

      Initial Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

            By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
   
            By Wire. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
    
      Additional Investments . . . . . . . . . . . . . . . . . . . . . . . .   6
      Tax Sheltered Retirement Plans . . . . . . . . . . . . . . . . . . . .   6

   
Other Purchase Information . . . . . . . . . . . . . . . . . . . . . . . . .   7

HOW TO REDEEM SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
    
      By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
      By Telephone . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
   
      Additional Information . . . . . . . . . . . . . . . . . . . . . . . .   8
    
SHARE PRICE CALCULATION. . . . . . . . . . . . . . . . . . . . . . . . . . .   8

DIVIDENDS AND DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . .   9

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

OPERATION OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS . . . . . . . . .  11

      Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .  11
      Fixed Income Securities. . . . . . . . . . . . . . . . . . . . . . . .  11

   
            Corporate Debt Securities. . . . . . . . . . . . . . . . . . . .  12
            U.S. Government Obligations. . . . . . . . . . . . . . . . . . .  12
            Mortgage-Related Securities. . . . . . . . . . . . . . . . . . .  12
    

   
      Investment Techniques. . . . . . . . . . . . . . . . . . . . . . . . .  13
      Loans of Portfolio Securities. . . . . . . . . . . . . . . . . . . . .  13
      General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
    

<PAGE>

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
   
      Fundamental Policies . . . . . . . . . . . . . . . . . . . . . . . . .  13
      Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . .  13
      Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . .  14
    
PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . .  14

<PAGE>






                         FOUNTAINHEAD SPECIAL VALUE FUND



PROSPECTUS                                                   December 23, 1996

                      c/o Jenswold, King & Associates, Inc.
                              Two Post Oak Central
                         1980 Post Oak Blvd., Suite 2400
                            Houston, Texas 77056-3898

               For Information, Shareholder Services and Requests:
                                 (800) 868-9535



       Fountainhead   Special  Value  Fund  ("Fund")  is  a  mutual  fund  whose
investment objective is to provide long term capital growth. The Fund's Advisor,
Jenswold,  King & Associates,  Inc., seeks to achieve the objective by investing
primarily  in a broad range of equity  securities  believed by the Advisor to be
selling at attractive prices relative to their intrinsic value.

       The  Fund is  "no-load,"  which  means  there  are no  sales  charges  or
commissions.  In  addition,  there are no 12b-1 fees,  distribution  expenses or
deferred sales charges which are borne by the  shareholders.  The Fund is one of
the mutual funds comprising  AmeriPrime Funds, an open-end management investment
company, and is distributed by AmeriPrime Financial Securities, Inc.

       This Prospectus provides the information a prospective  investor ought to
know before investing and should be retained for future  reference.  A Statement
of  Additional  Information  has been filed  with the  Securities  and  Exchange
Commission  ("SEC") dated December 23, 1996,  which is  incorporated  herein by
reference  and can be obtained  without  charge by calling the Fund at the phone
number listed  above.  The SEC  maintains a Web Site  (http://www.sec.gov)  that
contains the  Statement of  Additional  Information,  material  incorporated  by
reference,  and other information regarding registrants that file electronically
with the SEC.



THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                     - 1 -

<PAGE>


                            SUMMARY OF FUND EXPENSES

       The expense information  provided below is based on estimated amounts for
the current  fiscal year.  The expenses are expressed as a percentage of average
net assets. The Example should not be considered a representation of future Fund
performance or expenses, both of which may vary.

       Shareholders  should  be  aware  that  the Fund is a  no-load  fund  and,
accordingly,  a  shareholder  does not pay any sales charge or  commission  upon
purchase or  redemption  of shares of the Fund.  In addition,  the Fund does not
have a 12b-1 Plan.

Shareholder Transaction Expenses

Sales Load Imposed on Purchases . . . . . . . . . . . . . . . . . . . . NONE
Sales Load Imposed on Reinvested Dividends. . . . . . . . . . . . . . . NONE
Deferred Sales Load . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Exchange Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE

Annual Fund Operating Expenses (as a percentage of average net assets)*

Management Fees (after reimbursement) . . . . . . . . . . . . . . . . . 0.68%
12b-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Other Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.32%
Total Fund Operating Expenses (after reimbursement) . . . . . . . . . . 1.00%

* The Advisor has agreed to waive fees and reimburse expenses to limit total net
operating  expenses for the Fund to not more than 1.00% of its average daily net
assets. Absent fee waivers and expense  reimbursement,  management fees would be
1.43% and the Fund estimates that total operating  expenses would be 1.75%.

The tables above are provided to assist an investor in understanding  the direct
and indirect expenses that an investor may incur as a shareholder in the Fund.

Example

You would pay the  following  expenses on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end of each time period:

                          1 Year              3 Years
                           $10                  $32

                                     - 2 -
          

<PAGE>


                                    THE FUND

       Fountainhead  Special  Value Fund  ("Fund") was  organized as a series of
AmeriPrime  Funds,  an Ohio business trust  ("Trust"),  on October 20, 1995, and
commenced operations on December 23,  1996. This prospectus offers shares of the
Fund and each share represents an undivided, proportionate interest in the Fund.
The  investment  advisor  to the  Fund  is  Jenswold,  King &  Associates,  Inc.
("Advisor").

                      INVESTMENT OBJECTIVE AND STRATEGIES

       The  investment  objective  of the Fund is to provide  long term  capital
growth.  The Fund seeks to achieve the  objective  by  investing  primarily in a
broad range of equity  securities  which the  Advisor  believes to be selling at
attractive  prices relative to their intrinsic  value. It is anticipated that an
emphasis  will be placed on domestic  mid-cap  equity  securities  (those with a
market capitalization between $500 million and $5 billion).

       The Advisor selects portfolio securities on the basis of what the Advisor
considers to be the intrinsic value of each security.  In determining  whether a
specific security represents  investment value,  particular emphasis is given to
securities:  1) trading at a discount to the company's  estimated private market
value   (based  on  its   projected   level  of  cash   flows,   balance   sheet
characteristics,  future  earnings,  and payments made for similar  companies in
mergers and  acquisitions),  2) trading at the low end of the company's historic
fundamental   valuation  range  (based  on  current  financial  ratios  such  as
price/cash  flow,  price/earnings  and  price/book  value),  or 3)  trading at a
discount to the company's earnings growth rate.  While it is anticipated that 
the Fund will diversify its investments across a range of industries/sectors,  
certain industries are likely to be overweighted compared to others because the
Advisor seeks the best investment values regardless of industry. The Advisor 
retains the flexibility to invest in securities of various market 
capitalizations.

        The Advisor has been managing equity income accounts since 1982. 
The performance of the accounts with investment objectives, policies and
strategies substantially similar to those of the Fund appears below.  The
data is provided to illustrate past performance of the Advisor in
managing such accounts, as compared to the S&P Mid Cap Index.  Roger E.
King is responsible for the performance of the accounts and is also
responsible for the investment management of the Fund.  As of December
31, 1996, the assets in those accounts totaled approximately $650
million.


   
<TABLE>
<CAPTION>
                     Summary of Annual Investment Returns of
              Jenswold, King & Associates, Inc. Managed Accounts *

       <S>                      <C>              
                                 Managed                  S&P Mid
        Period                   Accounts                 Cap Index

        1982
        1983
        1984
        1985
        1986
        1987
        1988
        1989
        1990
        1991
        1992
        1993
        1994
        1995
        1996
</TABLE>

<TABLE>

<S>                       <C>             <C>             <C>
                          1 YEAR          3 YEAR          5 YEAR

Managed Accounts

S&P Mid Cap Index

<FN>
*       The Jenswold, King & Associates, Inc. performance is the time-
        weighted, dollar-weighted average total return associated with a
        composite of equity income accounts managed by Roger E. King,
        having objectives similar to the Fund, and is unaudited.  The
        composite does not include accounts with less than $1,000,000 in
        assets, or accounts under the Advisor's management for less than
        one quarter, because the nature of those accounts make them
        inappropriate for purposes of comparison.  In addition, the
        Advisor's accounts that are managed with a large cap emphasis are
        excluded because the Fund emphasizes mid cap stocks.  Performance
        figures reflected are net of management fees and net of all
        expenses, including transaction costs and commissions. 
        Results include the reinvestment of dividends and capital
        gains.  The presentation of the performance composite complies
        with the Performance Presentation Standards of the Association
        for Investment Management and Research (AIMR).

        The S&P Mid Cap Index is a widely recognized, unmanaged index
        of market activity based upon the aggregate performance of a
        selected portfolio of publicly traded common stocks, including
        monthly adjustments to reflect the reinvestment of dividends
        and other distributions.  The S&P Mid Cap Index reflects the
        total return of securities comprising the Index, including
        changes in market prices as well as accrued investment income,
        which is presumed to be reinvested.  Performance figures for
        the S&P Mid Cap Index do not reflect deduction of transaction
        costs or expenses, including management fees.

        The performance of the accounts managed by the Advisor should not
        be considered indicative of future performance of the Fund. 
        Results may differ because of, among other things, differences in
        brokerage commissions, account expenses, including management fees,
        the size of positions taken in relation to account size and
        diversification of securities, timing of purchases and sales, and 
        availability of cash for new investments.  In addition, the managed
        accounts are not subject to certain investment limitations,
        diversification requirements, and other restrictions imposed by the
        Investment Company Act and the Internal Revenue Code.  The results
        for different periods may vary.
</FN>
</TABLE>
    


       The  Advisor  generally  intends  to  stay  fully  invested  (subject  to
liquidity  requirements and defensive purposes) in common stock and common stock
equivalents  (such as securities  convertible into common stocks)  regardless of
the movement of stock prices.  However, the Fund may invest in preferred stocks,
bonds,  corporate debt and U.S. government obligations when the Advisor believes
that these  securities  offer  opportunities  to further  the Fund's  investment
objective.  While the Fund  ordinarily  will  invest  in  common  stocks of U.S.
companies,  it may invest in foreign  companies through the purchase of American
Depository Receipts.

       For  temporary  defensive  purposes  under  abnormal  market or  economic
conditions,  the Fund may hold all or a portion  of its  assets in money  market
instruments  (including  money  market  funds)  or  U.S.  government  repurchase
agreements. The Fund may also invest in such instruments at any time to maintain
liquidity or pending  selection of investments in accordance  with its policies.
If the Fund acquires  securities of a money market fund, the shareholders of the
Fund will be subject to duplicative management fees.

       As all  investment  securities  are subject to inherent  market risks and
fluctuations  in value due to earnings,  economic and political  conditions  and
other factors,  the Fund cannot give any assurance that its investment objective
will be achieved. In addition, you should be aware that the 



                                     - 3 -

<PAGE>


Advisor has no prior experience in managing  investment  companies and that the
Fund has no operating history.  Rates of total  return  quoted by the Fund may 
be higher or lower than past  quotations,  and there can be no  assurance that 
any rate of total return will  be  maintained.   See  "Investment  Policies and
Techniques  and  Risk Considerations" for a more detailed discussion of the 
Fund's investment practices.

                            HOW TO INVEST IN THE FUND

       Shares of the Fund are sold on a continuous basis, and you may invest any
amount you choose, as often as you wish, subject to a minimum initial investment
of $5,000 ($2,000 for IRAs) and minimum  subsequent  investments of $1,000. 
There is no minimum, however, for separate employee accounts of corporate 
retirement plans.

Initial Purchase

       By Mail - You may purchase  shares of the Fund by completing  and signing
the investment  application  form which  accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to  Fountainhead  Special Value Fund, and sent by mail or overnight
delivery to:

                           Fountainhead Special Value Fund
                           c/o American Data Services, Inc.
                           24 West Carver Street, 2nd Floor
                           Huntington, New York  11743

Your  purchase  of shares of the Fund will be  effected  at the next share price
calculated after receipt of your investment.

       By Wire - You may also  purchase  shares  of the Fund by  wiring  federal
funds from your bank, which may charge you a fee for doing so. If money is to be
wired,  you must call the Transfer Agent at  800-868-9535 to set up your account
and obtain an account number. You should be prepared at that time to provide the
information  on the  application.  Then,  you should  provide your bank with the
following information for purposes of wiring your investment:

                    Star Bank, N.A. Cinti/Trust
                    ABA #0420-0001-3
                    Attn:  Fountainhead Special Value Fund
                    D.D.A. # 483885570
                    Account Name  _________________  (write in shareholder name)
                    For the Account # ______________ (write in account number)

       You are  required to mail a signed  application  to the  Custodian at the
above address in order to complete your initial wire purchase.  Wire orders will
be accepted only on a day on which the Fund,  Custodian  and Transfer  Agent are
open for business.  A wire purchase will not be considered  made until the wired
money is received and the purchase is accepted by the Fund. Any delays which may
occur in wiring  money,  including  delays which may occur in  processing by the
banks, are not the  responsibility  of the Fund or the Transfer Agent.  There is
presently  no fee for


                                     - 4 -

<PAGE>

the  receipt  of wired  funds,  but the  right  to  charge shareholders for 
this service is reserved by the Fund.

Additional Investments

       You may purchase  additional  shares of the Fund at any time  (subject to
minimum investment  requirements) by mail, wire, or automatic  investment.  Each
additional  mail  purchase  request  must  contain  your name,  the name of your
account(s),  your account number(s),  and the name of the Fund. Checks should be
made  payable  to  Fountainhead  Special  Value  Fund and  should be sent to the
address listed above. A bank wire should be sent as outlined above.

Tax Sheltered Retirement Plans

       Since the Fund is oriented to longer term investments, shares of the Fund
may be an  appropriate  investment  medium for tax sheltered  retirement  plans,
including:  individual  retirement plans (IRAs);  simplified  employee  pensions
(SEPs); 401(k) plans;  qualified corporate pension and profit sharing plans (for
employees);  tax  deferred  investment  plans (for  employees  of public  school
systems and certain  types of  charitable  organizations);  and other  qualified
retirement  plans.  You should  contact the Transfer  Agent for the procedure to
open an IRA or SEP plan, as well as more specific  information  regarding  these
retirement plan options.  Consultation with an attorney or tax adviser regarding
these  plans  is  advisable.  Custodial  fees  for an IRA  will  be  paid by the
shareholder  by redemption of sufficient  shares of the Fund from the IRA unless
the fees are paid  directly  to the IRA  custodian.  You can obtain  information
about the IRA custodial fees from the Transfer Agent.

Other Purchase Information

       Dividends  begin to accrue after you become a shareholder.  The Fund does
not issue  share  certificates.  All  shares  are held in  non-certificate  form
registered  on the  books of the  Fund and the  Fund's  Transfer  Agent  for the
account of the  shareholder.  The rights to limit the amount of purchases and to
refuse to sell to any person  are  reserved  by the Fund.  If your check or wire
does not clear,  you will be  responsible  for any loss incurred by the Fund. If
you are already a shareholder,  the Fund can redeem shares from any  identically
registered  account in the Fund as reimbursement for any loss incurred.  You may
be prohibited or restricted from making future purchases in the Fund.

                              HOW TO REDEEM SHARES

       All redemptions  will be made at the net asset value determined after the
redemption  request has been  received by the  Transfer  Agent in proper  order.
Shareholders may receive  redemption  payments in the form of a check or federal
wire  transfer.  The  proceeds  of the  redemption  may be more or less than the
purchase  price of your  shares,  depending  on the  market  value of the Fund's
securities at the time of your redemption. Presently there is no charge for wire
redemptions;  however,  the Fund  reserves the right to charge for this service.
Any charges for wire  redemptions will be deducted from the  shareholder's  Fund
account by redemption of shares.


                                     - 5 -

<PAGE>


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

                         Fountainhead Special Value Fund
                         c/o American Data Services, Inc.
                         24 W. Carver Street
                         Huntington, New York  11743

       "Proper  order"  means your  request for a  redemption  must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar  amount or number of shares you wish to redeem.  This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires  that  signatures  be guaranteed by a bank or member firm of a national
securities   exchange.   Signature   guarantees   are  for  the   protection  of
shareholders.  At the discretion of the Fund or American Data Services,  Inc., a
shareholder,  prior to redemption,  may be required to furnish  additional legal
documents to insure proper authorization.

       By  Telephone  - You may redeem  any part of your  account in the Fund by
calling  the  Transfer  Agent at (800)  868-9535.  You must first  complete  the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the Transfer Agent and the Custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

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

       Additional Information - If you are not certain of the requirements for a
redemption  please  call  the  Transfer  Agent at  (800)  868-9535.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen days.  Also, when the New York Stock Exchange is
closed (or when trading is  restricted)  for any reason other than its customary
weekend or holiday closing or under any emergency  circumstances,  as determined
by the Securities and Exchange  Commission,  the Fund may suspend redemptions or
postpone payment dates.

       Because the Fund incurs  certain fixed costs in  maintaining  shareholder
accounts,  the Fund reserves the right to require any  shareholder to redeem all
of his or her shares in the Fund on 30 days' written  notice if the value of his
or her shares in the Fund is less than $2,000 due to


                                     - 6 -


<PAGE>


redemption,  or such other minimum amount as the Fund may determine from time 
to time.  An  involuntary redemption  constitutes a sale. You should consult 
your tax adviser  concerning the tax consequences of involuntary redemptions.  
A shareholder may increase the value of his or her shares in the Fund to the 
minimum  amount  within the 30 day period. 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 shareholders of the Fund.

                             SHARE PRICE CALCULATION

       The value of an  individual  share in the Fund  (the net asset  value) is
calculated  by  dividing  the total  value of the Fund's  investments  and other
assets (including  accrued income),  less any liabilities  (including  estimated
accrued expenses),  by the number of shares outstanding,  rounded to the nearest
cent.  Net asset value per share is  determined  as of the close of the New York
Stock Exchange  (4:00 p.m.,  Eastern time) on each day that the exchange 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 net asset value
per share of the Fund will fluctuate.

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

                           DIVIDENDS AND DISTRIBUTIONS

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

       Income  dividends  and  capital  gain   distributions  are  automatically
reinvested  in  additional  shares  at the net  asset  value  per  share  on the
distribution  date.  An election to receive a cash


                                     - 7 -


<PAGE>


payment of  dividends  and/or capital gain  distributions may be made in the 
application to purchase shares or by separate  written notice to the Transfer 
Agent.  Shareholders will receive a confirmation  statement reflecting the 
payment and reinvestment of dividends and summarizing  all other transactions.
If cash  payment  is  requested,  a check normally will be mailed within five 
business days after the payable date. If you withdraw your entire account, all 
dividends  accrued to the time of withdrawal, including the day of withdrawal, 
will be paid at that time.  You may elect to have distributions on shares held 
in IRAs and 403(b) plans paid in cash only if you are 59 1/2 years old or 
permanently and totally disabled or if you otherwise qualify under the 
applicable plan.

                                      TAXES

       The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying,  the 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 federal income tax purposes, dividends paid by the Fund from ordinary
income are taxable to  shareholders as ordinary  income,  but may be eligible in
part for the dividends received deduction for corporations.  Pursuant to the Tax
Reform Act of 1986 ("Tax  Reform  Act"),  all  distributions  of net  short-term
capital gains to individuals are taxed at the same rate as ordinary income.  All
distributions  of net  capital  gains  to  corporations  are  taxed  at  regular
corporate  rates. Any  distributions  designated as being made from net realized
long term capital gains are taxable to  shareholders  as long term capital gains
regardless of the holding period of the shareholder.

       The Fund will mail to each  shareholder  after the close of the  calendar
year a statement  setting forth the federal  income tax status of  distributions
made during the year.  Dividends  and capital  gains  distributions  may also be
subject to state and local taxes.  Shareholders  are urged to consult  their own
tax advisers regarding  specific  questions as to federal,  state or local taxes
and the tax effect of distributions and withdrawals from the Fund.

       On the application or other  appropriate  form, the Fund will request the
shareholder's  certified taxpayer  identification number (social security number
for  individuals)  and a  certification  that the  shareholder is not subject to
backup withholding.  Unless the shareholder provides this information,  the Fund
will  be  required  to  withhold  and  remit  to the  U.S.  Treasury  31% of the
dividends,  distributions  and redemption  proceeds  payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific  account in any year,  the Fund may
make a corresponding charge against the account.

                              OPERATION OF THE FUND

       The  Fund is a  diversified  series  of  AmeriPrime  Funds,  an  open-end
management  investment  company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other  mutual  funds,   the  Fund  retains  various   organizations  to  perform
specialized services.


                                     - 8 -


<PAGE>


       The Fund retains Jenswold, King & Associates, Inc., Two Post Oak Central,
1980 Post Oak Blvd., Suite 2400, Houston, Texas 77056-3898 ("Advisor") to manage
the Fund's investments.  The Advisor is a Houston-based  independent  investment
advisor that provides  value-oriented  equity and balanced  management  for both
taxable and tax-exempt clients and currently manages  approximately $650 million
in assets.  The Advisor is a Texas corporation  controlled by Roger E. King, the
Chairman,  President  and  majority  shareholder  of the  Advisor.  Mr.  King is
primarily responsible for the day-to-day management of the Fund's portfolio. Mr.
King  co-founded the firm in 1981 and has served as its president since 1986 and
as chairman since 1993. The Fund is authorized to pay the Advisor a fee equal to
an annual average rate of 1.43% of its average daily net assets.  The Advisor
has agreed to waive management fees and reimburse expenses to limit total net
operating expenses for the Fund to not more than 0.75% of its average daily net
assets through March 31, 1997.  Thereafter, the Advisor has agreed to waive
management fees and reimburse expenses to limit total net operating expenses
for the Fund to not more than 1.00% of its average daily net assets for at 
least its first year of operations (through 1997).

       The Fund retains AmeriPrime Financial Services, Inc. ("Administrator") to
manage the Fund's  business  affairs and  provide  the Fund with  administrative
services,  including all regulatory  reporting and necessary  office  equipment,
personnel  and  facilities.  The  Administrator  receives a monthly fee from the
Advisor equal to an annual average rate of 0.10% of the Fund's average daily net
assets up to fifty  million  dollars,  0.075% of the  Fund's  average  daily net
assets  from  fifty to one  hundred  million  dollars  and  0.050% of the Fund's
average daily net assets over one hundred million dollars  (subject to a minimum
annual  payment of  $30,000).  In  addition,  the  Advisor  will  reimburse  the
Administrator for  organizational  expenses advanced by the  Administrator.  The
Fund retains  American Data Services,  Inc., 24 West Carver Street,  Huntington,
New York 11743  ("Transfer  Agent") to serve as transfer agent,  dividend paying
agent and  shareholder  service agent.  The Trust retains  AmeriPrime  Financial
Securities,  Inc.,  1793  Kingswood  Drive,  Suite 200,  Southlake,  Texas 76092
("Distributor")  to act as  the  principal  distributor  of the  Fund's  shares.
Kenneth D.  Trumpfheller,  officer and sole shareholder of the Administrator and
the  Distributor,  is an officer and trustee of the Trust.  The  services of the
Administrator, Transfer Agent and Distributor are operating expenses paid by the
Advisor.

       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  Fund as a factor  in the  selection  of  brokers  and  dealers  to  execute
portfolio  transactions.  The Adviser  (not the Fund) may pay certain  financial
institutions  (which may include  banks,  securities  dealers and other industry
professionals) a "servicing fee" for performing certain administrative servicing
functions for Fund shareholders to the extent these  institutions are allowed to
do so by applicable statute, rule or regulation.

           INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS


       This  section  contains  general   information  about  various  types  of
securities and investment techniques that the Fund may purchase or employ.

Equity Securities

       Equity  securities  consist of common stock,  preferred  stock and common
stock  equivalents   (such  as  convertible   preferred  stock  and  convertible
debentures, rights and warrants) and investment companies which invest primarily
in the  above.  Convertible  preferred  stock  is  preferred  stock  that can be
converted  into common stock pursuant to its terms. Convertible  debentures are
debt  instruments  that can be  converted  into common  stock  pursuant to their
terms.   


                                     - 9 -

<PAGE>

The Fund will not  invest  more that 5% of its net assets at the time of
purchase in either rights or warrants.  Equity  securities  also include  common
stocks and common stock  equivalents of domestic real estate  investment  trusts
and other  companies  which operate as real estate  corporations or which have a
significant  portion of their assets in real  estate.  The Fund will not acquire
any direct ownership of real estate.

       The Fund may invest in foreign equity securities  through the purchase of
American Depository Receipts (ADRs). ADRs 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 does  invest in  foreign  securities,  such  investments  may be subject to
special risks, such as changes in restrictions on foreign currency  transactions
and rates of  exchange,  and  changes in the  administrations  or  economic  and
monetary policies of foreign governments.

Fixed Income Securities

       The Fund may invest in fixed income  securities.  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
BBB or higher by  Standard  & Poor's  Corporation,  or Baa or higher by  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.


                                     - 10 -


<PAGE>


Investment Techniques

       The Fund may invest up to 5% of its net assets in  repurchase  agreements
fully  collateralized  by  U.S.  Government  obligations,  as  well  as  reverse
repurchase agreements. The Fund may engage in short sales, but the percentage of
the Fund's net assets that may be used as  collateral  or  segregated  for short
sales is limited to 5%.

             When Issued  Securities and Forward  Commitments - The Fund may buy
and sell securities on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The price and interest rate that will be
received on the  securities are each fixed at the time the buyer enters into the
commitment.  The Fund may enter into such forward  commitments if they hold, and
maintain  until  the  settlement  date  in a  separate  account  at  the  Fund's
Custodian,  cash or U.S.  government  securities in an amount sufficient to meet
the purchase  price.  The Fund will not invest more than 25% of its total assets
in forward commitments.  Forward commitments involve a risk of loss if the value
of the security to be  purchased  declines  prior to the  settlement  date.  Any
change in value could increase fluctuations in the Fund's share price and yield.
Although  the Fund  will  generally  enter  into  forward  commitments  with the
intention of acquiring  securities for its portfolio,  the Fund may dispose of a
commitment prior to the settlement if the Advisor deems it appropriate to do so.

             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 102% 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.

General

       The Fund may invest in  mortgage  related  securities,  invest in foreign
securities  other than  ADR's,  and may buy and write put and call  options  and
futures on stock indices, provided the Fund's investment in each does not exceed
5% of its net assets.

                               GENERAL INFORMATION

       Fundamental  Policies.  The  investment  limitations  set  forth  in  the
Statement of Additional  Information as fundamental  policies may not be changed
without the affirmative  vote of the majority of the  outstanding  shares of the
Fund.  The  investment  objective  of  the  Fund  may  be  changed  without  the
affirmative  vote of a majority of the outstanding  shares of the Fund. Any such
change may result in the Fund having an investment  objective different from the
objective  which  the  shareholders   considered  appropriate  at  the  time  of
investment in the Fund.


                                     - 11 -

<PAGE>


       Portfolio  Turnover.  The  Fund  does  not  intend  to  purchase  or sell
securities for short term trading  purposes.  The Fund will,  however,  sell any
portfolio  security (without regard to the length of time it has been held) when
the Advisor  believes that changes in its price or underlying  value, or general
economic or market  conditions,  warrant such action. It is anticipated that the
Fund will have a portfolio turnover rate of less than 100%.

       Shareholder  Rights.  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.


                             PERFORMANCE INFORMATION

       The Fund may  periodically  advertise  "average annual total return." The
"average  annual  total  return"  of  the  Fund  refers  to the  average  annual
compounded  rate of return over the stated  period that would  equate an initial
amount  invested at the  beginning of a stated  period to the ending  redeemable
value of the  investment.  The  calculation  of "average  annual  total  return"
assumes the reinvestment of all dividends and distributions.

       The Fund may also  periodically  advertise  its total return over various
periods in  addition to the value of a $10,000  investment  (made on the date of
the initial  public  offering of the Fund's shares) as of the end of a specified
period.  The "total return" for the Fund refers to the percentage  change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account  other than  reinvestment  of  dividends  and capital
gains distributions.

        The Fund may also include in advertisements  data comparing  performance
with other mutual funds as reported in non-related  investment media,  published
editorial   comments   and   performance   rankings   compiled  by   independent
organizations  and  publications  that monitor the  performance  of mutual funds
(such as  Lipper  Analytical  Services,  Inc.,  Morningstar,  Inc.,  Fortune  or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other  illustration.  In addition,  Fund performance may be
compared to well-known  indices of market  performance  including the Standard &
Poor's (S&P) Mid Cap Index, the Russell 2000 Value Index, or the S&P 500 Index.

       The  advertised  performance  data of the  Fund is  based  on  historical
performance and is not intended to indicate future  performance.  Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no  assurance  that any  rate of total  return  will be  maintained.  The
principal  value  of an  investment  in  the  Fund  will  fluctuate  so  that  a
shareholder's  shares,  when  redeemed,  may be  worth  more  or less  than  the
shareholder's original investment.

Investment Advisor                         Administrator
Jenswold, King and Associates, Inc.        AmeriPrime Financial Services, Inc.
Two Post Oak Central                       1793 Kingswood Drive, Suite 200
1980 Post Oak Blvd., Suite 2400            Southlake, Texas  76092
Houston, Texas  77056-3898



                                     - 12 -

<PAGE>

Custodian                                  Distributor
Star Bank, N.A.                            AmeriPrime Financial Securities, Inc.
P.O. Box 641082                            1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45264                    Southlake, Texas  76092

Transfer Agent (all purchase and           Auditors
redemption requests)                       McCurdy & Associates CPA's, Inc.
American Data Services, Inc.               27955 Clemens Road
24 West Carver Street                      Westlake, Ohio  44145
Huntington, New York  11743

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations,  other than those contained in this  Prospectus,  in connection
with the  offering  contained  in this  Prospectus,  and if given or made,  such
information or  representations  must not be relied upon as being  authorized by
the Fund.  This  Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is  unlawful  to make such offer in
such state.


                                     - 13 -

<PAGE>


                             TABLE OF CONTENTS PAGE

SUMMARY OF FUND EXPENSES. . . . . . . . . . . . . . . . . . . . . . .  2

    Shareholder Transaction Expenses  . . . . . . . . . . . . . . . .  2
    Annual Fund Operating Expenses  . . . . . . . . . . . . . . . . .  2

THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

INVESTMENT OBJECTIVE AND STRATEGIES . . . . . . . . . . . . . . . . .  3

HOW TO INVEST IN THE FUND . . . . . . . . . . . . . . . . . . . . . .  4

    Initial Purchase  . . . . . . . . . . . . . . . . . . . . . . . .  4

         By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . .  4
         By Wire. . . . . . . . . . . . . . . . . . . . . . . . . . .  4

    Additional Investments . . . . . . . . . . . . . . . . . . . . .   5
    Tax Sheltered Retirement Plans . . . . . . . . . . . . . . . . .   5
    Other Purchase Information . . . . . . . . . . . . . . . . . . .   5

HOW TO REDEEM SHARES. . . . . . . . . . . . . . . . . . . . . . . . .  5

    By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
    By Telephone . . . . . . . . . . . . . . . . . . . . . . . . . .   6
    Additional Information . . . . . . . . . . . . . . . . . . . . .   6

SHARE PRICE CALCULATION  . . . . . . . . . . . . . . . . . . . . . .   7

DIVIDENDS AND DISTRIBUTIONS  . . . . . . . . . . . . . . . . . . . .   7

TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

OPERATION OF THE FUND  . . . . . . . . . . . . . . . . . . . . . . .   8

INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS. . . . . .  9

    Equity Securities . . . . . . . . . . . . . . . . . . . . . . . .  9
    Fixed Income Securities . . . . . . . . . . . . . . . . . . . . . 10
    Investment Techniques . . . . . . . . . . . . . . . . . . . . . . 11
    General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 11

    Fundamental Policies  . . . . . . . . . . . . . . . . . . . . . . 11
    Portfolio Turnover  . . . . . . . . . . . . . . . . . . . . . . . 12
    Shareholder Rights  . . . . . . . . . . . . . . . . . . . . . . . 12

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 12




<PAGE>

        



                        AIT VISION U.S. EQUITY PORTFOLIO

   
PROSPECTUS                                                        March 1, 1997


                         311 Park Place Blvd., Suite 250
                           Clearwater, Florida  34619

               For Information, Shareholder Services and Requests:
                                 (800) 507-9922
    

   
      AIT Vision U.S. Equity Portfolio (the "Fund") is a mutual fund whose
investment objective is to provide long term growth of capital. The Fund's
Adviser, Advanced Investment Technology, Inc., intends the Fund to be a core
equity investment vehicle. Characteristics of individual companies considered by
the Adviser in the securities selection process will include traditional growth
as well as fundamental value measures, among others. The process of evaluating
securities is quantitatively rigorous, using state of the art advanced
computational techniques developed by the Adviser.
    

       The Fund is one of the mutual funds comprising AmeriPrime Funds, an
open-end management investment company, and is distributed by AmeriPrime
Financial Securities, Inc.

   
      This Prospectus provides the information a prospective investor ought to
know before investing and should be retained for future reference. A Statement
of Additional Information has been filed with the Securities and Exchange
Commission (the "SEC") dated March 1, 1997, which is incorporated herein by
reference and can be obtained without charge by calling the Fund at the phone
number listed above. The SEC maintains a Web Site (http://www.sec.gov) that
contains the Statement of Additional Information, material incorporated by
reference, and other information regarding registrants that file electronically
with the SEC.
    


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.






                                     - 1 -


<PAGE>


                            SUMMARY OF FUND EXPENSES

   
      The tables below are provided to assist an investor in understanding the
direct and indirect expenses that an investor may incur as a shareholder in the
Fund. The expense information is based on operating expenses incurred during the
most recent fiscal year. The expenses are expressed as a percentage of average
net assets. The Example should not be considered a representation of future Fund
performance or expenses, both of which may vary.
    

   
      Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund. In addition, the Fund does not
have a 12b-1 Plan. Unlike most other mutual funds, the Fund does not pay
directly for transfer agency, pricing, custodial, auditing or legal services,
nor does it pay directly any general administrative or other significant
operating expenses. The Adviser pays all of the expenses of the Fund except
brokerage, taxes, interest, fees and expenses of non-interested person trustees
and extraordinary expenses.
    

Shareholder Transaction Expenses

   
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).NONE
    
Sales Load Imposed on Reinvested Dividends . . . . . . . . . . . . . . . . .NONE
Deferred Sales Load. . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Redemption Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Exchange Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE

Annual Fund Operating Expenses (as a percentage of average net assets) (1)

   
Management Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.70%
12b-1 Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Other Expenses (2) (after reimbursement).  . . . . . . . . . . . . . . . . 0.00%
Total Fund Operating Expenses (after reimbursement). . . . . . . . . . . . 0.70%
    

   
1  The Fund's total operating expenses are equal to the management fee paid to
   the Adviser because the Adviser pays all of the Fund's general administrative
   and significant operating expenses (except as described in footnote 2).

2  The Adviser has agreed to reimburse other expenses for the fiscal year ending
   October 31, 1997 to the extent necessary to maintain total operating expenses
   as indicated. Other expenses (fees and expenses of the trustees who are not
   "interested persons" as defined in the Investment Company Act) were 0.95% of
   average net assets for the period ended October 31, 1996.
    

The tables above are provided to assist an investor in understanding the direct
and indirect expenses that an investor may incur as a shareholder in the Fund.



                                     - 2 -


<PAGE>


Example

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

   
                   1 Year    3 Years    5 Years     10 Years

                    $7         $22        $38         $86
    

   
                              FINANCIAL HIGHLIGHTS

      The following condensed supplementary financial information for the period
November 6, 1995 (commencement of operations) through October 31, 1996, is
derived from the audited financial statements of the Fund. The financial
statements of the Fund have been audited by McCurdy & Associates CPA's, Inc.,
independent public accountants, and are included in the Fund's Annual Report.
The Annual Report contains additional performance information and is available
upon request and without charge.


<TABLE>
<CAPTION>


                        AIT VISION U.S. EQUITY PORTFOLIO

                              FINANCIAL HIGHLIGHTS

              For a share outstanding throughout the period from
              November 6, 1995 (Commencement of Operations)
                           through October 31, 1996


<S>                                                                 <C>   

Net asset value- beginning of period............................      $10.00
                                                                    --------
Income from investment operations:
Net investment income/(loss)....................................        (.07)
Net gain/(loss) on investments both realized and unrealized.....        2.69
                                                                    --------
Total from investment operations................................        2.62
                                                                    --------

Less distributions:
Dividends from net investment income............................           0
Dividends from capital gains....................................           0
                                                                    --------
Net asset value- end of period..................................      $12.62
                                                                    ========

Total Return**..................................................       31.03%



Ratio/supplemental data:
  Net assets, end of period (in 000's)..........................         627
  Ratio of expenses to average net assets**.....................        1.87%
  Ratio of net investment income to average net assets**........       ( .70)%
  Portfolio turnover rate.......................................      238.63%
  Average Commission rate paid..................................       .0471


<FN>
  ** Annualized, for the period from December 28, 1995 (Commencement of Fund's
  investment objective) to October 31, 1996.
</FN>
</TABLE>
    


                                    THE FUND
   
      AIT Vision U.S. Equity Portfolio (the "Fund") was organized as a series of
AmeriPrime Funds, an Ohio business trust (the "Trust") on August 8, 1995, and
commenced operations on November 6, 1995. This prospectus offers shares of the
Fund and each share represents an undivided, proportionate interest in the Fund.
The investment adviser to the Fund is Advanced Investment Technology, Inc. (the
"Adviser").
    

                       INVESTMENT OBJECTIVE AND STRATEGIES

      The investment objective of the Fund is to provide long term growth of
capital. The Adviser will utilize computer technology and financial databases to
assist in the stock selection process. Characteristics of individual companies
considered in the securities selection process will include traditional growth
as well as fundamental value measures, among others. The process of evaluating
securities is quantitatively rigorous, using state of the art advanced
computational techniques developed by the Adviser. The Fund is designed by its
Adviser to be a core equity investment vehicle.

      Under normal circumstances, at least 65% of the total assets of the Fund
will be invested in U.S. equity securities. The Adviser generally intends to
stay fully invested (subject to liquidity requirements and defensive purposes)
in common stock and seeks to limit investment risk and diversify the Fund's
portfolio by investing in companies in all capitalization ranges. Most equity
securities in the Fund's portfolio are listed on a major stock exchange or
traded over-the-counter. The Fund may also invest in fixed income securities
(including repurchase agreements); may write covered call options on common
stocks in the Fund's portfolio; may purchase call options; and may engage in
short sales (if the Fund owns or has the right to obtain an equal amount of the
security being sold). See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.



                                     - 3 -


<PAGE>


      For temporary defensive purposes under abnormal market or economic
conditions, the Fund may invest all or a portion of its assets in money market
instruments (including U.S. Treasury bills), securities of no-load registered
investment companies and repurchase agreements fully collateralized by U.S.
government obligations. The Fund may also invest in such instruments at any time
to maintain liquidity or pending selection of investments in accordance with its
policies. If the Fund acquires securities of another investment company, the
shareholders of the Fund will be subject to additional management fees.

   
      As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. Rates of total return quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be maintained. See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.
    


                            HOW TO INVEST IN THE FUND

      Shares of the Fund are sold on a continuous basis, and you may invest any
amount you choose, as often as you wish, subject to a minimum initial investment
of $5,000 ($2,000 for retirement accounts).

   
Initial Purchase

      By Mail - You may purchase shares of the Fund by completing and signing
the investment application form which accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to AIT Vision U.S. Equity Portfolio, and sent by mail or overnight
delivery to:

            AIT Vision U.S. Equity Portfolio
            c/o American Data Services, Inc.
            24 West Carver Street, 2nd Floor
            Huntington, New York  11743

Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.

      By Wire - You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at (800) 507-9922 to set up your account
and obtain an account number. You should be prepared at that time to provide the
information on the application. Then, you should provide your bank with the
following information for purposes of wiring your investment:

                 Star Bank, N.A. Cinti/Trust
                 ABA #0420-0001-3
                 Attn:  AIT Vision U.S. Equity Portfolio
                 D.D.A. # 483889770
                 Account Name _________________ (write in shareholder name) For
                 the Account # ______________ (write in account number)


                                     - 4 -

<PAGE>


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

Additional Investments

      You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to AIT Vision U.S. Equity Portfolio and should be sent to the
address listed above. A bank wire should be sent as outlined above.
    

Tax Sheltered Retirement Plans

      Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Transfer Agent for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax adviser regarding
these plans is advisable. Custodial fees for an IRA will be paid by the
shareholder by redemption of sufficient shares of the Fund from the IRA unless
the fees are paid directly to the IRA custodian. You can obtain information
about the IRA custodial fees from the Transfer Agent.

Other Purchase Information

      Dividends begin to accrue after you become a shareholder. The Fund does
not issue share certificates. All shares are held in non-certificate form
registered on the books of the Fund and the Fund's Transfer Agent for the
account of the shareholder. The rights to limit the amount of purchases and to
refuse to sell to any person are reserved by the Fund. If your check or wire
does not clear, you will be responsible for any loss incurred by the Fund. If
you are already a shareholder, the Fund can redeem shares from any identically
registered account in the Fund as reimbursement for any loss incurred. You may
be prohibited or restricted from making future purchases in the Fund.


                              HOW TO REDEEM SHARES

      All redemptions will be made at the net asset value determined after the
redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's


                                     - 5 -

<PAGE>


securities at the time of your redemption. A broker may charge a transaction fee
for the redemption. Presently, there is no charge for wire redemptions; however,
the Fund reserves the right to charge for this service. Any charges for wire
redemptions will be deducted from the shareholder's Fund account by redemption
of shares.

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

                       AIT Vision U.S. Equity Portfolio
                       c/o American Data Services, Inc.
                       24 W. Carver Street
                       Huntington, New York  11743

      "Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.

   
      By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at (800) 507-9922. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
    

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

   
      Additional Information - If you are not certain of the requirements for a
redemption please call the Transfer Agent at (800) 507-9922. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, the Fund may suspend redemptions or
postpone payment dates.
    


                                     - 6 -

<PAGE>


      Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $5,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. 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 shareholders of the Fund.


                             SHARE PRICE CALCULATION

      The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange 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 net asset value
per share of the Fund will fluctuate.

      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 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 of Trustees of the Trust.

      Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. 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 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.


                           DIVIDENDS AND DISTRIBUTIONS

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


                                     - 7 -

<PAGE>

      Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date. An election to receive a cash payment of dividends and/or
capital gain distributions may be made in the application to purchase shares or
by separate written notice to the Transfer Agent. Shareholders will receive a
confirmation statement reflecting the payment and reinvestment of dividends and
summarizing all other transactions. If cash payment is requested, a check
normally will be mailed within five business days after the payable date. If you
withdraw your entire account, all dividends accrued to the time of withdrawal,
including the day of withdrawal, will be paid at that time. You may elect to
have distributions on shares held in IRAs and 403(b) plans paid in cash only if
you are 59 1/2 years old or permanently and totally disabled or if you otherwise
qualify under the applicable plan.


                                      TAXES

      The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the 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 federal income tax purposes, dividends paid by the Fund from ordinary
income are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Pursuant to the Tax
Reform Act of 1986 (the "Tax Reform Act"), all distributions of net short-term
capital gains to individuals are taxed at the same rate as ordinary income. All
distributions of net capital gains to corporations are taxed at regular
corporate rates. Any distributions designated as being made from net realized
long term capital gains are taxable to shareholders as long term capital gains
regardless of the holding period of the shareholder.

      The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.

      On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.


                              OPERATION OF THE FUND

      The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services.



                                     - 8 -


<PAGE>


   
      The Fund retains Advanced Investment Technology, Inc., 311 Park Place
Blvd., Clearwater, Florida 34619 (the "Adviser") to manage the Fund's
investments. The Adviser develops and uses advanced computational quantitative
techniques for money management. In addition to offering tactical overlay
services to private individuals and institutions, the Adviser manages private
investor and institutional funds in global asset allocation and individually
managed accounts (equity). Douglas W. Case, CFA, Director of Equity Portfolio
Management, Susan L. Reigel, Portfolio Manager, and Dean S. Barr, Chairman and
Chief Investment Officer, are primarily responsible for the day-to-day
management of the Fund's portfolio. Mr. Case is the portfolio manager for the
Adviser's managed U.S. equity accounts. From 1994 to 1996, he was the Director
of Equity Portfolio Management of LBS Capital Management, Inc. ("LBS"). He
previously worked with the Florida Retirement System, where he oversaw all
internal quantitatively driven portfolios and assisted in the risk analysis of
the aggregate domestic equity fund. Ms. Reigel joined LBS as a portfolio manager
in early 1996 and joined AIT in late 1996. She assists in the management of all
equity accounts. Ms. Reigel previously worked with the Florida Retirement System
where she managed quantitatively driven portfolios. Mr. Barr founded the Adviser
in 1996, is the controlling shareholder, and oversees portfolio management of
all of the Adviser's programs. From 1989 to 1996, he was the Managing Director
and Chief Investment Officer of LBS. He is an authority and expert in the
development of artificial intelligence systems for market and security analysis.
Additionally, he is the author of several technical papers on Artificial
Intelligence. The Adviser is a newly formed organization and has no experience
in managing investment companies; however, Mr. Case and Mr. Barr, because of
their experience at LBS, have investment company management experience. The Fund
is authorized to pay the Adviser a fee equal to an annual average rate of 0.70%
of its average daily net assets. The Adviser pays all of the operating expenses
of the Fund except brokerage, taxes, interest, fees and expenses on
non-interested person trustees and extraordinary expenses. It should be noted
that most investment companies pay their own operating expenses directly, while
the Fund's expenses, except those specified above, are paid by the Adviser.
    

      The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator")
to manage the Fund's business affairs and provide the Fund with administrative
services, including all regulatory reporting and necessary office equipment,
personnel and facilities. The Administrator receives a monthly fee from the
Adviser equal to an annual average rate of 0.10% of the Fund's average daily net
assets up to fifty million dollars, 0.075% of the Fund's average daily net
assets from fifty to one hundred million dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars (subject to a minimum
annual payment of $30,000). In addition, the Adviser will reimburse the
Administrator for organizational expenses advanced by the Administrator. The
Fund retains American Data Services, Inc., 24 West Carver Street, Huntington,
New York 11743 (the "Transfer Agent") to serve as transfer agent, dividend
paying agent and shareholder service agent. The Trust retains AmeriPrime
Financial Securities, Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas
76092 (the "Distributor") to act as the principal distributor of the Fund's
shares. Kenneth D. Trumpfheller, officer and sole shareholder of the
Administrator and the Distributor, is an officer and trustee of the Trust. The
services of the Administrator, Transfer Agent and Distributor are operating
expenses paid by the Adviser.

   
      Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions. Investment Technology Group, Inc., a registered
broker-dealer and


                                     - 9 -


<PAGE>


an affiliate of the Adviser, may receive brokerage commissions from the Fund.
The Adviser (not the Fund) may pay certain financial institutions (which may
include banks, securities dealers and other industry professionals) a
"servicing fee" for performing certain administrative servicing functions for
Fund shareholders to the extent these institutions are allowed to do so by
applicable statute, rule or regulation.
    


           INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS

      This section contains general information about various types of
securities and investment techniques that the Fund may purchase or employ.

Equity Securities

      The Fund may invest in common stock, preferred stock, common stock
equivalents (such as convertible preferred stock and convertible debentures) and
closed-end investment companies which invest primarily in common stocks.
Convertible preferred stock is preferred stock that can be converted into common
stock pursuant to its terms. Convertible debentures are debt instruments that
can be converted into common stock pursuant to their terms. The Adviser intends
to invest only in convertible debentures rated A or higher by Standard & Poor's
Corporation ("S&P") or by Moody's Investors Services, Inc. ("Moody's") and will
limit the Fund's investment in such debentures to 10% of net assets. The Fund
may hold warrants and rights issued in conjunction with common stock, but in
general will sell any such warrants or rights as soon as practicable after they
are received. 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 a significant portion of its portfolio in smaller
companies when the Adviser believes it to be consistent with the Fund's
objective. Some characteristics of smaller companies, such as limited product
diversity, a lack of managerial or financial resources, and thinly traded
securities may result in increased stock price volatility.

      Equity securities include common stocks of domestic real estate investment
trusts and other companies which operate as real estate corporations or which
have a significant portion of their assets in real estate. The Fund will not
acquire any direct ownership of real estate.

      The Fund may invest in foreign equity securities through the purchase of
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 does invest in foreign securities,
such investments may be subject to special risks, such as changes in
restrictions on foreign currency transactions and rates of exchange, and changes
in the administrations or economic and monetary policies of foreign governments.

Fixed Income Securities

      The Fund may invest in U.S. Treasury bills and repurchase agreements, both
of which are fixed income 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


                                     - 10 -


<PAGE>


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. U.S. Treasury
bills are backed by the full faith and credit of the U.S. Government as to
payment of principal and interest and are among the highest quality government
securities.

      A repurchase agreement is a short-term investment in which the purchaser
(i.e., the Fund) acquires ownership of a U.S. Government obligation (which may
be of any maturity) and the seller agrees to repurchase the obligation at a
future time at a set price, thereby determining the yield during the purchaser's
holding period (usually not more than seven days from the date of purchase). Any
repurchase transaction in which 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 Star Bank, N.A. (the Fund's Custodian), other banks with
assets of $1 billion or more and registered securities dealers determined by the
Adviser (subject to review by the Board of Trustees) to be creditworthy. The
Adviser monitors the creditworthiness of the banks and securities dealers with
which the Fund engages in repurchase transactions.

Options Transactions

      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. The Fund may also purchase call options.
The Fund will only engage in exchange-traded options transactions.

General

      The Fund may engage in short sales if, at the time of the short sale, the
Fund owns or has the right to obtain an equal amount of the security being sold,
at no additional cost, and the Fund's investment does not exceed 5% of its net
assets. See "Additional Information About Fund Investments and Risk
Considerations" in the Statement of Additional Information.


                               GENERAL INFORMATION

      Fundamental Policies. The investment limitations set forth in the
Statement of Additional Information as fundamental policies may not be changed
without the affirmative vote of the majority of the outstanding shares of the
Fund. The investment objective of the Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in the Fund having an investment objective different from the
objective which the shareholders considered appropriate at the time of
investment in the Fund.

      Portfolio Turnover. The Fund does not intend to purchase or sell
securities for short term trading purposes. The Fund will, however, sell any
portfolio security (without regard to the length of time it has been held) when
the Adviser believes that market conditions, creditworthiness


                                     - 11 -


<PAGE>


factors or general economic conditions warrant such action. It is anticipated
that the Fund will have a portfolio turnover rate of less than 200%. The
brokerage commissions incurred by the Fund will generally be higher than those
incurred by a fund with a lower portfolio turnover rate. The Fund does not
anticipate any adverse tax consequences as a result of its portfolio turnover
rate, although substantial net capital gains could be realized, and any
distributions derived from such gains may be ordinary income for federal tax
purposes.

   
      Shareholder Rights. 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. As
of December 2, 1996, LBS Capital Management, Inc. may be deemed to control the
Fund as a result of its beneficial ownership of shares of the Fund.
    


                             PERFORMANCE INFORMATION

      The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.

      The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.

   
       The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index, the Dow Jones Industrial Average or the Russell 3000
Index.
    

      The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.

   
Investment Adviser                         Administrator
Advanced Investment Technology, Inc.       AmeriPrime Financial Services, Inc.
311 Park Place Blvd., Suite 250            1793 Kingswood Drive, Suite 200
Clearwater Florida  34619                  Southlake, Texas  76092
    

                                     - 12 -


<PAGE>


Custodian                                  Distributor
Star Bank, N.A.                            AmeriPrime Financial Securities, Inc.
P.O. Box 641083                            1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45264                    Southlake, Texas  76092

   
Transfer Agent (all purchase and           Auditors
redemption requests)                       McCurdy & Associates CPA's, Inc.
American Data Services, Inc.               27955 Clemens Road
24 West Carver Street                      Westlake, Ohio 44145
Huntington, New York  11743
    


No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.





                                     - 13 -



<PAGE>


                                TABLE OF CONTENTS                           PAGE

SUMMARY OF FUND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . .  2

      Shareholder Transaction Expenses . . . . . . . . . . . . . . . . . . .  2
      Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . .  2

   
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

INVESTMENT OBJECTIVE AND STRATEGIES. . . . . . . . . . . . . . . . . . . . .  3

HOW TO INVEST IN THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . .  4

      Initial Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

            By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
            By Wire. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

      Additional Investments . . . . . . . . . . . . . . . . . . . . . . . .  5
      Tax Sheltered Retirement Plans . . . . . . . . . . . . . . . . . . . .  5
      Other Purchase Information . . . . . . . . . . . . . . . . . . . . . .  5

HOW TO REDEEM SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

      By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
      By Telephone . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
      Additional Information . . . . . . . . . . . . . . . . . . . . . . . .  6

SHARE PRICE CALCULATION. . . . . . . . . . . . . . . . . . . . . . . . . . .  7

DIVIDENDS AND DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . .  7

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

OPERATION OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS . . . . . . . . . 10

      Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
      Fixed Income Securities. . . . . . . . . . . . . . . . . . . . . . . . 10
      Options Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 11
      General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11


                                     - 14 -


<PAGE>


GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

      Fundamental Policies . . . . . . . . . . . . . . . . . . . . . . . . . 11
      Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . 11
      Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 12

PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
    







                                     - 15 -


<PAGE>




                             GLOBALT GROWTH FUND


   
PROSPECTUS                                                      March 1, 1997
    

                          3060 Peachtree Road, N.W.
                        One Buckhead Plaza, Suite 225
                           Atlanta, Georgia  30305

   
             For Information, Shareholder Services and Requests:
                              (800) 831 - 9922
    


     GLOBALT Growth Fund (the "Fund") is a mutual fund whose investment
objective is to provide long term growth of capital. The Fund seeks to achieve
its objective by investing in a broad range of equity securities of U.S.
companies believed by its Adviser, GLOBALT, Inc., to offer superior growth
potential. As the Adviser believes exposure to rapidly growing foreign markets
enhances growth potential, all stocks in the Fund's portfolio will be of
companies which compete in both U.S. and foreign economies and thus, in the
Adviser's opinion, are globally positioned for success.

     The Fund is "no-load," which means there are no sales charges or
commissions. In addition, there are no 12b-1 fees, distribution expenses or
deferred sales charges which are borne by the shareholders. The Fund is one of
the mutual funds comprising AmeriPrime Funds, an open-end management investment
company, and is distributed by AmeriPrime Financial Securities, Inc.

   
     This Prospectus provides the information a prospective investor ought to
know before investing and should be retained for future reference. A Statement
of Additional Information has been filed with the Securities and Exchange
Commission (the "SEC") dated March 1, 1997, which is incorporated herein by
reference and can be obtained without charge by calling the Fund at the phone
number listed above. The SEC maintains a Web Site (http://www.sec.gov) that
contains the Statement of Additional Information, material incorporated by
reference, and other information regarding registrants that file electronically
with the SEC.
    





THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                                     - 1 -


<PAGE>


                          SUMMARY OF FUND EXPENSES

   
     The tables below are provided to assist an investor in understanding the
direct and indirect expenses that an investor may incur as a shareholder in the
Fund. The expense information is based on operating expenses incurred during the
most recent fiscal year. The expenses are expressed as a percentage of average
net assets. The Example should not be considered a representation of future Fund
performance or expenses, both of which may vary.
    

     Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund. In addition, the Fund does not
have a 12b-1 Plan. Unlike most other mutual funds, the Fund does not pay
directly for transfer agency, pricing, custodial, auditing or legal services,
nor does it pay directly any general administrative or other significant
operating expenses. The Adviser pays all of the expenses of the Fund except
brokerage, taxes, interest, fees and expenses of non-interested person trustees
and extraordinary expenses.

Shareholder Transaction Expenses

Sales Load Imposed on Purchases. . . . . . . . . . . . . . . . . . . . . NONE
Sales Load Imposed on Reinvested Dividends . . . . . . . . . . . . . . . NONE
Deferred Sales Load. . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Redemption Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Exchange Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE

Annual Fund Operating Expenses (as a percentage of average net assets) (1)

Management Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.17%
12b-1 Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
   
Other Expenses (2) (after reimbursement) . . . . . . . . . . . . . . . .0.00%
Total Fund Operating Expenses (after reimbursement). . . . . . . . . . .1.17%
    


1  The Fund's total operating expenses are equal to the management fee paid to
   the Adviser because the Adviser pays all of the Fund's operating expenses
   (except as described in footnote 2).

   
2  After reimbursement by the Adviser. Absent reimbursement, other expenses
   (fees and expenses of the trustees who are not "interested persons" as
   defined in the Investment Company Act) were 0.05% of average net assets for
   the period ended October 31, 1996.
    

The tables above are provided to assist an investor in understanding the direct
and indirect expenses that an investor may incur as a shareholder in the Fund.



                                     - 2 -

<PAGE>


Example

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

   
              1 Year     3 Years    5 Years    10 Years

               $12        $37       $64        $142
    


   
                            FINANCIAL HIGHLIGHTS

     The following condensed supplementary financial information for the period
December 1, 1995 (commencement of operations) through October 31, 1996, is
derived from the audited financial statements of the Fund. The financial
statements of the Fund have been audited by McCurdy & Associates CPA's, Inc.,
independent public accountants, and are included in the Fund's Annual Report.
The Annual Report contains additional performance information and is available
upon request and without charge.
    


<TABLE>
<CAPTION>
                               GLOBALT GROWTH FUND

                              FINANCIAL HIGHLIGHTS

                  For a share outstanding throughout the period
               from December 1, 1995 (Commencement of Operations)
                            through October 31, 1996


<S>                                                                  <C>    

Net asset value- beginning of period.............................    $10.00
                                                                     ------
Income from investment operations:
Net investment income/(loss).....................................       .01
Net gain/(loss) on investments both realized and unrealized......      2.47
                                                                     ------
Total from investment operations.................................      2.48
                                                                     ------
Less distributions:
Dividends from net investment income.............................         0
Dividends from capital gains.....................................         0
                                                                     ------
Net asset value- end of period...................................    $12.48
                                                                     ======
Total Return**...................................................     27.01%



Ratios/Supplemental data:
Net assets, end of period (in 000's).............................     3,443
Ratio of expenses to average net assets**  ++....................      1.16%
Ratio of net investment income to average net assets**  ++ ......       .11%
Portfolio turnover rate..........................................     66.42%
Average Commission rate paid.....................................     .0740


<FN>
** Annualized
++Expense ratio is net of reimbursement of trustees' fees. Had such
  reimbursements not been made, the expense ratio and the net investment 
  income ratio would have been 1.25% and 0.02%, respectively.
</FN>
</TABLE>


                                  THE FUND

   
     GLOBALT Growth Fund (the "Fund") was organized as a series of AmeriPrime
Funds, an Ohio business trust (the "Trust"), on October 20, 1995 and commenced
operations on December 1, 1995. This prospectus offers shares of the Fund and
each share represents an undivided, proportionate interest in the Fund. The
investment adviser to the Fund is GLOBALT, Inc. (the "Adviser").
    


                     INVESTMENT OBJECTIVE AND STRATEGIES

     The investment objective of the Fund is to provide long term growth of
capital. The Fund seeks to achieve its objective by investing primarily in a
broad range of equity securities of U.S. companies which the Adviser believes
offer superior growth potential, based on certain fundamental and technical
standards of selection. As the Adviser believes exposure to rapidly growing
foreign markets enhances growth potential, all stocks in the Fund's portfolio
will be of companies which compete in both U.S. and foreign economies and thus,
in the Adviser's opinion, are globally positioned for success. The Adviser will
only purchase stocks of companies that are expected to derive at least 20% of
their revenues outside of the U.S. It is anticipated that, in the aggregate, the
stocks in the Fund's portfolio will derive at least 50% of their revenues
outside of the U.S. and as a result will provide higher relative growth than the
S&P 500 Index.

     The Fund is designed for investors with a long term wealthbuilding horizon
and is particularly suitable for retirement and educational funds. The Adviser
seeks to limit investment risk by diversifying the Fund's investments across a
broad range of industries and companies. After screening for securities with
exposure to foreign markets, the Adviser uses a disciplined selection process to
assemble a portfolio which it anticipates will have at least a 50% exposure to
foreign


                                     - 3 -

<PAGE>


markets and will be highly diversified across economic sectors. As the
Fund will primarily invest in growth-oriented stocks, it is expected that the
Fund will generate a total return that is predominantly derived from long term
capital appreciation, although current income is also expected.

   
     The Adviser has been managing income accounts for its clients since 1991.
The performance of all accounts with investment objectives, policies and
strategies substantially similar to those of the Fund appears below. The data is
provided to illustrate past performance of the Adviser in managing such
accounts, as compared to the S&P 500 Index. The persons responsible for the
performance of the accounts are the same as those responsible for the investment
management of the Fund. As of December 31, 1996, the assets in those accounts
totaled approximately $____ million.

<TABLE>
<CAPTION>
Summary of Annual Investment Returns of the Fund and GLOBALT, Inc.
Managed Accounts *

          <S>        <C>             <C>                         <C>
           Period     Fund            Managed Accounts            S&P 500

           1991                            35.4%                   30.5%
           1992                             7.8%                    7.6%
           1993                            18.9%                   10.1%
           1994                           - 0.7%                    1.3%
           1995       ____%**              ____%                   ____%
           1996       ____%                ____%                   ____%
    

<FN>
   
*   The GLOBALT, Inc. managed account performance is the time-weighted, dollar-
    weighted average total return associated with a composite of equity accounts
    having objectives similar to the Fund, and is unaudited.  The composite
    does not include non-discretionary or otherwise restricted accounts because
    the nature of those accounts make them inappropriate for purposes of
    comparison.  Performance figures reflected are net of management fees and
    net of all expenses, including transaction costs and commissions.  Results
    include the reinvestment of dividends and capital gains.  The presentation
    of the performance composite complies with the Performance Presentation
    Standards of the Association for Investment Management and Research (AIMR).
    

    The S&P 500 Index is a widely recognized, unmanaged index of market
    activity based upon the aggregate performance of a selected portfolio of
    publicly traded common stocks, including monthly adjustments to reflect the
    reinvestment of dividends and other distributions. The S&P 500 Index
    reflects the total return of securities comprising the Index, including
    changes in market prices as well as accrued investment income, which is
    presumed to be reinvested. Performance figures for the S&P 500 Index do not
    reflect deduction of transaction costs or expenses, including management
    fees.

   
    The performance of the accounts managed by the Adviser does not represent
    the historical performance of the Fund, and should not be considered
    indicative of future performance of the Fund. Results may differ because
    of, among other things, differences in brokerage commissions, account
    expenses, including management fees, the size of positions taken in
    relation to account size and diversification of securities, timing of


                                     - 4 -

<PAGE>


    purchases and sales, and availability of cash for new investments. In
    addition, the managed accounts are not subject to certain investment
    limitation, diversification requirements, and other restrictions imposed by
    the Investment Company Act and the Internal Revenue Code which, if
    applicable, may have adversely affected the performance results of the
    managed accounts composite. The results for different periods may vary.

**  For the period December 1, 1995 (commencement of operations) through
    December 31, 1995, annualized.
    
[/FN]
</TABLE>


     The Adviser generally intends to stay fully invested (subject to liquidity
requirements and defensive purposes) in common stock and common stock
equivalents (such as rights, warrants and securities convertible into common
stocks) of U.S. companies, regardless of the movement of stock prices. However,
the Fund may invest in preferred stocks, bonds, corporate debt and U.S.
government obligations to maintain liquidity or pending investment in equity
securities. Substantially all equity securities in the Fund's portfolio are
listed on a major stock exchange or traded over-the-counter. The Fund will not
invest in foreign securities.

     For temporary defensive purposes under abnormal market or economic
conditions, the Fund may hold all or a portion of its assets in money market
instruments, securities of other no-load registered investment companies or U.S.
government repurchase agreements. The Fund may also invest in such instruments
at any time to maintain liquidity or pending selection of investments in
accordance with its policies. If the Fund acquires securities of another
investment company, the shareholders of the Fund will be subject to additional
management fees.

     As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. Rates of total return quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be maintained. See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.


                          HOW TO INVEST IN THE FUND

     Shares of the Fund are sold on a continuous basis, and you may invest any
amount you choose as often as you wish, subject to a minimum initial investment
of $25,000 and minimum subsequent investments of $5,000. Shares may also be
purchased through a broker dealer or other financial institution authorized by
the Fund's distributor, and investors may be charged a fee for this service.

Initial Purchase

   
     By Mail - You may purchase shares of the Fund by completing and signing the
investment application form which accompanies this Prospectus and mailing it in
proper form, together with a check (subject to the above minimum amounts) made
payable to GLOBALT Growth Fund, and sent by mail or overnight delivery to:


                                     - 5 -


<PAGE>

                             GLOBALT Growth Fund
                        American Data Services, Inc.
                      24 West Carver Street, 2nd Floor
                         Huntington, New York  11743
    

Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.

   
     By Wire - You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. If the money is to be
wired, you must call the Transfer Agent at (800) 831-9922 to set up your account
and obtain an account number. You should be prepared to provide the information
on the application to the Transfer Agent. Then, you should provide your bank
with the following information for purposes of wiring your investment:

           Star Bank, N.A. Cinti/Trust
           ABA # 0420-0001-3
           Attn: GLOBALT Growth Fund
           D.D.A. # 483889739
           Account Name ________________ (write in shareholder name) For the
           Account # ________________ (write in account number)
    

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

Additional Investments

   
     You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to GLOBALT Growth Fund and should be sent to the address listed
above. A bank wire should be sent as outlined above.
    

Tax Sheltered Retirement Plans

     Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Transfer Agent for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax adviser regarding
these plans is advisable. Custodial fees for an IRA will be paid by the
shareholder


                                     - 6 -

<PAGE>


by redemption of sufficient shares of the Fund from the IRA unless the fees
are paid directly to the IRA custodian. You can obtain information about the
IRA custodial fees from the Transfer Agent.

Other Purchase Information

     Dividends begin to accrue after you become a shareholder. The Fund does not
issue share certificates. All shares are held in non-certificate form registered
on the books of the Fund and the Fund's Transfer Agent for the account of the
shareholder. The rights to limit the amount of purchases and to refuse to sell
to any person are reserved by the Fund. If your check or wire does not clear,
you will be responsible for any loss incurred by the Fund. If you are already a
shareholder, the Fund can redeem shares from any identically registered account
in the Fund as reimbursement for any loss incurred. You may be prohibited or
restricted from making future purchases in the Fund.


                            HOW TO REDEEM SHARES

     All redemptions will be made at the net asset value determined after the
redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. A broker may charge a transaction fee
for the redemption. There is no charge for wire redemptions; however, the Fund
reserves the right to charge for this service. Any charges for wire redemptions
will be deducted from the shareholder's Fund account by redemption of shares.

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

                      GLOBALT Growth Fund
                      c/o American Data Services, Inc.
                      24 W. Carver Street
                      Huntington, New York  11743

     "Proper order" means your request for a redemption must include your letter
of instruction, including the Fund name, account number, account name(s), the
address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.

   
     By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at (800) 831-9922. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not


                                     - 7 -

<PAGE>


employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.
    

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

   
     Additional Information - If you are not certain of the requirements for a
redemption please call the Transfer Agent at (800) 831 - 9922. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, the Fund may suspend redemptions or
postpone payment dates.
    

     Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $25,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. 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 shareholders of the Fund.


                           SHARE PRICE CALCULATION

     The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange 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 net asset value
per share of the Fund will fluctuate.

     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 Adviser determines the last bid
price does not accurately reflect the current value or when


                                     - 8 -

<PAGE>


restricted securities are being valued, such securities are valued as
determined in good faith by the Adviser, subject to review of the Board of
Trustees of the Trust.

     Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Adviser believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. 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 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.


                         DIVIDENDS AND DISTRIBUTIONS

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

     Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date. An election to receive a cash payment of dividends and/or
capital gain distributions may be made in the application to purchase shares or
by separate written notice to the Transfer Agent. Shareholders will receive a
confirmation statement reflecting the payment and reinvestment of dividends and
summarizing all other transactions. If cash payment is requested, a check
normally will be mailed within five business days after the payable date. If you
withdraw your entire account, all dividends accrued to the time of withdrawal,
including the day of withdrawal, will be paid at that time. You may elect to
have distributions on shares held in IRAs and 403(b) plans paid in cash only if
you are 59 1/2 years old or permanently and totally disabled or if you otherwise
qualify under the applicable plan.


                                    TAXES

     The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the 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 federal income tax purposes, dividends paid by the Fund from ordinary
income are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Pursuant to the Tax
Reform Act of 1986 (the "Tax Reform Act"), all distributions of net short-term
capital gains to individuals are taxed at the same rate as ordinary income. All
distributions designated as being made from net realized long term capital gains
are taxable to shareholders as long term capital gains regardless of the holding
period of the shareholder.


                                     - 9 -

<PAGE>


     The Fund will mail to each shareholder after the close of the calendar year
a statement setting forth the federal income tax status of distributions made
during the year. Dividends and capital gains distributions may also be subject
to state and local taxes. Shareholders are urged to consult their own tax
advisers regarding specific questions as to federal, state or local taxes and
the tax effect of distributions and withdrawals from the Fund.

     On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.


                            OPERATION OF THE FUND

     The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services.

     The Fund retains GLOBALT, Inc., 3060 Peachtree Road, N.W., One Buckhead
Plaza, Suite 225, Atlanta, Georgia 30305 (the "Adviser") to manage the Fund's
investments. The Adviser was organized as a Georgia corporation in 1990. The
Adviser manages larger capitalization equity, medium capitalization equity,
balanced and fixed income portfolios for a variety of tax-exempt and taxable
clients. Angela Allen, President of the Adviser, and Samuel Allen, Chairman of
the Adviser, are the controlling shareholders of GLOBALT, Inc. The investment
decisions for the Fund are made by a committee of the Adviser, which is
primarily responsible for the day-to-day management of the Fund's portfolio.

   
     The Fund is authorized to pay the Adviser a fee equal to an annual average
rate of 1.17% of its average daily net assets. The Adviser pays all of the
operating expenses of the Fund except brokerage, taxes, interest, fees and
expenses of non-interested person trustees and extraordinary expenses. It should
be noted that most investment companies pay their own operating expenses
directly, while the Fund's expenses, except those specified above, are paid by
the Adviser.
    

     The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator")
to manage the Fund's business affairs and provide the Fund with administrative
services, including all regulatory reporting and necessary office equipment,
personnel and facilities. The Administrator receives a monthly fee from the
Adviser equal to an annual average rate of 0.10% of the Fund's average daily net
assets up to fifty million dollars, 0.075% of the Fund's average daily net
assets from fifty to one hundred million dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars (subject to a minimum
annual payment of $30,000). In addition, the Adviser will reimburse the
Administrator for organizational expenses advanced by the Administrator. The
Fund retains American Data Services, Inc., 24 West Carver Street, Huntington,
New York 11743 (the "Transfer


                                     - 10 -


<PAGE>

Agent") to serve as transfer agent, dividend paying agent and shareholder
service agent. The Trust retains AmeriPrime Financial Securities, Inc.,
1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 (the "Distributor") to
act as the principal distributor of the Fund's shares. Kenneth D. Trumpfheller,
officer and sole shareholder of the Administrator and the Distributor, is an
officer and trustee of the Trust. The services of the Administrator, Transfer
Agent and Distributor are operating expenses paid by the Adviser.

     Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to its obligation of seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions. The Adviser (not the Fund) may pay certain financial
institutions (which may include banks, securities dealers and other industry
professionals) a "servicing fee" for performing certain administrative servicing
functions for Fund shareholders to the extent these institutions are allowed to
do so by applicable statute, rule or regulation.


         INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS

     This section contains general information about various types of securities
and investment techniques that the Fund may purchase or employ.

Equity Securities

     Equity securities consist of common stock, preferred stock and common stock
equivalents (such as convertible preferred stock, convertible debentures, rights
and warrants) and investment companies which invest primarily in the above.
Equity securities also include common stocks and common stock equivalents of
domestic real estate investment trusts and other companies which operate as real
estate corporations or which have a significant portion of their assets in real
estate.

Fixed Income Securities

     The Fund may temporarily invest in short term fixed income securities. The
Fund will limit its investment in fixed income securities to corporate debt
securities and U.S. government 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 Fund will only invest
in corporate debt securities rated A or higher by Standard & Poor's Corporation
or Moody's Investors Services, Inc.

           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


                                     - 11 -

<PAGE>


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.

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 Adviser in response to requests of broker-dealers or institutional investors
which the Adviser deems qualified, the borrower must agree to maintain
collateral, in the form of cash or U.S. government obligations, with the Fund on
a daily mark-to-market basis in an amount at least equal to 100% of the value of
the loaned securities. The Fund will continue to receive dividends or interest
on the loaned securities and may terminate such loans at any time or reacquire
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.
    

General

     The Fund may invest up to 5% of its net assets in repurchase agreements
fully collateralized by U.S. Government obligations. The Fund may invest in time
deposits, certificates of deposit or banker's acceptances, and may buy and write
put and call options, provided the Fund's investment in each does not exceed 5%
of its net assets.


                             GENERAL INFORMATION

     Fundamental Policies. The investment limitations set forth in the Statement
of Additional Information as fundamental policies may not be changed without the
affirmative vote of the majority of the outstanding shares of the Fund. The
investment objective of the Fund may be changed without the affirmative vote of
a majority of the outstanding shares of the Fund. Any such change may result in
the Fund having an investment objective different from the objective which the
shareholders considered appropriate at the time of investment in the Fund.

     Portfolio Turnover. The Fund does not intend to purchase or sell securities
for short term trading purposes. The Fund will, however, sell any portfolio
security (without regard to the length of time it has been held) when the
Adviser believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of less than 100%.

   
     Shareholder Rights. 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


                                     - 12 -

<PAGE>


shares he owns. All shares of the Fund have equal voting rights and liquidation
rights. As of December 2, 1996, Management Psychology Group Pension Plan and
Management Psychology Group Profit Sharing Trust may be deemed to control the
Fund as a result of their beneficial ownership of the shares of the Fund.
    


                           PERFORMANCE INFORMATION

     The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.

     The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.

     The Fund may also include in advertisements data comparing performance with
other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.

     The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.

Investment Adviser                         Administrator
GLOBALT, Inc.                              AmeriPrime Financial Services, Inc.
3060 Peachtree Road, N.W.                  1793 Kingswood Drive, Suite 200
One Buckhead Plaza, Suite 225              Southlake, Texas  76092
Atlanta, Georgia  30305

   
Custodian                                  Distributor
Star Bank, N.A.                            AmeriPrime Financial Securities, Inc.
P.O. Box 641084                            1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45264                    Southlake, Texas  76092
    


                                     - 13 -


<PAGE>


   
Transfer Agent (all purchase and           Auditors
redemption requests)                       McCurdy & Associates CPA's, Inc.
American Data Services, Inc.               27955 Clemens Road
24 West Carver Street                      Westlake, Ohio  44145
Huntington, New York  11743
    

No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.



                                     - 14 -


<PAGE>


                              TABLE OF CONTENTS

Page

SUMMARY OF FUND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . .  3

     Shareholder Transaction Expenses. . . . . . . . . . . . . . . . . . .  3
     Annual Fund Operating Expenses. . . . . . . . . . . . . . . . . . . .  3

   
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

INVESTMENT OBJECTIVE AND STRATEGIES. . . . . . . . . . . . . . . . . . . .  3

HOW TO INVEST IN THE FUND. . . . . . . . . . . . . . . . . . . . . . . . .  5

     Initial Purchase. . . . . . . . . . . . . . . . . . . . . . . . . . .  5

           By Mail . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
           By Wire . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

     Additional Investments. . . . . . . . . . . . . . . . . . . . . . . .  6
     Tax Sheltered Retirement Plans. . . . . . . . . . . . . . . . . . . .  6
     Other Purchase Information. . . . . . . . . . . . . . . . . . . . . .  7

HOW TO REDEEM SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

           By Mail . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
           By Telephone. . . . . . . . . . . . . . . . . . . . . . . . . .  7
           Additional Information. . . . . . . . . . . . . . . . . . . . .  8

SHARE PRICE CALCULATION. . . . . . . . . . . . . . . . . . . . . . . . . .  8

DIVIDENDS AND DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . .  9

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

OPERATION OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . 10

INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS . . . . . . . . 11

     Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     Fixed Income Securities . . . . . . . . . . . . . . . . . . . . . . . 11

           Corporate Debt Securities . . . . . . . . . . . . . . . . . . . 11
           U.S. Government Obligations . . . . . . . . . . . . . . . . . . 11

     Loans of Portfolio Securities . . . . . . . . . . . . . . . . . . . . 12
     General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12



                                     - 15 -


<PAGE>


GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

           Fundamental Policies. . . . . . . . . . . . . . . . . . . . . . 12
           Portfolio Turnover. . . . . . . . . . . . . . . . . . . . . . . 12
           Shareholder Rights. . . . . . . . . . . . . . . . . . . . . . . 12

PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 13
    

                                     - 16 -


<PAGE>





                            THE MAXIM CONTRARIAN FUND




PROSPECTUS                                          December 24, 1996


                            23775 Commerce Park Road
                              Cleveland, Ohio 44122
               For Information, Shareholder Services and Requests:
                          Call toll free: 888-81-MAXIM
                                 (888-816-2946)
                               Local: 216-514-5151


     The MAXIM Contrarian Fund (the "Fund") is a no-load mutual fund whose
investment objective is to provide maximum long term growth. The Fund seeks to
achieve its objective by aggressively investing world-wide in securities of
growing companies which its Advisor, Newport Investment Advisors, Inc. believes
are attractively priced and offer investment value.

     The Fund is "no-load," which means there are no sales charges or
commissions. The Fund is one of the mutual funds comprising AmeriPrime Funds, an
open-end management investment company, and is distributed by AmeriPrime
Financial Securities, Inc.

     This Prospectus provides the information a prospective investor ought to
know before investing and should be retained for future reference. A Statement
of Additional Information dated December 24, 1996, which has been filed with
the Securities and Exchange (the "SEC"), is incorporated herein by reference
and can be obtained without charge by calling the Fund at the phone number
listed above.  The SEC maintains a Web Site (http://www.sec.gov) that contains
the Statement of Additional Information, material incorporated by reference,
and other information regarding registrants that file electronically with
the SEC.








THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                                     - 1 -

<PAGE>


                       SUMMARY OF FUND EXPENSES

     The tables below are provided to assist an investor in understanding the
direct and indirect expenses that an investor may incur as a shareholder in the
Fund. The expense information is based on estimated amounts for the current
fiscal year. The expenses are expressed as a percentage of average net assets.
The Example should not be considered a representation of future Fund performance
or expenses, both of which may vary.

     Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund. Unlike most other mutual funds,
the Fund does not pay directly for transfer agency, pricing, custodial, auditing
or legal services, nor does it pay directly any general administrative or other
significant operating expenses (except for 12b-1 fees). The Advisor pays all of
the operating expenses of the Fund except 12b-1 fees, brokerage, taxes,
interest, fees and expenses of non- interested person trustees and extraordinary
expenses.

Shareholder Transaction Expenses

Sales Load Imposed on Purchases . . . . . . . . . . . . . . . . . NONE
Sales Load Imposed on Reinvested Dividends. . . . . . . . . . . . NONE
Deferred Sales Load . . . . . . . . . . . . . . . . . . . . . . . NONE
Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . . . NONE
Exchange Fees . . . . . . . . . . . . . . . . . . . . . . . . . . NONE

Annual Fund Operating Expenses (as a percentage of average net assets)

Management Fees . . . . . . . . . . . . . . . . . . . . . . . .  2.50%
12b-1 Fees1 . . . . . . . . . . . . . . . . . . . . . . . . . . .0.25%
Other Expenses2 . . . . . . . . . . . . . . . . . . . . . . . . .0.00%
Total Fund Operating Expenses . . . . . . . . . . . . . . . . . .2.75%

1 The Fund incurs 12b-1 fees of .25% of average net assets. Long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales loads permitted by the National Association of Securities Dealers.


2 The Fund estimates that other expenses (fees and expenses of the trustees who
are not "interested persons" as defined in the Investment Company Act) will be
 .00032 of 1% of average net assets for the current fiscal year.


The tables above are provided to assist an investor in understanding the direct
and indirect expenses that an investor may incur as a shareholder in the Fund.



                                     - 2 -

<PAGE>


Example

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

                      1 Year       3 Years
                        $25          $78


                                    THE FUND

     The MAXIM Contrarian Fund (the "Fund") was organized as a non-diversified
series of AmeriPrime Funds, an Ohio business trust (the "Trust"), on December
26, 1995, and commenced operations on May 2, 1996. This prospectus offers shares
of the Fund and each share represents an undivided, proportionate interest in
the Fund. The investment advisor to the Fund is Newport Investment Advisors,
Inc. (the "Advisor").



                              FINANCIAL HIGHLIGHTS

     The following condensed supplementary financial information for the period
from May 2, 1996 (commencement of operations) through October 31, 1996, is
derived from the audited financial statements of the Fund. The financial
statements of the Fund have been audited by McCurdy & Associates CPA's, Inc.,
independent public accountants, and are included in the Statement of Additional
Information. The Fund's Annual Report contains additional performance
information and will be made available upon request and without charge.




<TABLE>
<CAPTION>
                              MAXIM CONTRARIAN FUND

                              FINANCIAL HIGHLIGHTS
                  For a share outstanding throughout the period
                  from May 2, 1996 (Commencement of Operations)
                            through October 31, 1996

<S>                                                                  <C>    
Net asset value- beginning of period...........................        $10.00
                                                                      -------
Income from investment operations:
  Net investment income/(loss).................................          (.05)
  Net gain/(loss) on investments both realized and unrealized..          (.74)
                                                                      --------
Total from investment operations...............................          (.79)
                                                                      --------
Less distributions:
Dividends from net investment income...........................             0
Dividends from capital gains...................................             0
                                                                      -------
Net asset value- end of period.................................       $  9.21
                                                                        =====
Total Return**.................................................        (15.80)%



Ratios/Supplemental data:
Net assets, end of period (in 000's)...........................         1,508
Ratio of expenses to average net assets**......................          2.89%
Ratio of net investment income to average net assets**.........         (1.16)%
Portfolio turnover rate........................................          . 92%
Average Commission rate paid....................................        .0497


<FN>
** Annualized
</FN>
</TABLE>



                       INVESTMENT OBJECTIVE AND STRATEGIES

     The investment objective of the Fund is to provide maximum long term
growth. The Fund seeks to achieve its objective by aggressively investing
world-wide in securities of growing companies which the Advisor believes are
attractively priced and offer investment value. Unlike many mutual funds with
this investment objective, the Fund will attempt to achieve its investment
objective in declining equity markets as well as in rising equity markets. The
Fund's aggressive investment approach may be appropriate for investors who seek
potentially high long term returns and are willing to accept the risks inherent
in that approach, including potentially significant fluctuations in the Fund's
share price.

     The Fund focuses its investments primarily on equity securities of
domestic, multinational and foreign companies whose potential values generally
are not recognized by the investing public. Such companies include viable
businesses that have been overlooked by other investors, or that are unpopular
as a result of actual or anticipated unfavorable developments or other factors
affecting the companies, their industries or markets in general. The Advisor may
choose smaller companies that it believes offer significant investment value,
even if they involve more risk. Dividend and interest income received from
portfolio securities is not a significant consideration.

     The Advisor generally intends to stay fully invested (subject to liquidity
requirements and defensive purposes) in equity and debt securities of U.S. and
foreign companies. The Fund may invest in debt securities of all types and
qualities, including lower quality securities with more


                                     - 3 -


<PAGE>

risk. The Fund may also pursue investment opportunities by investing in indexed
securities, options, futures contracts and precious metals, and by using other
aggressive investment techniques involving leverage and other risks. In
selecting securities for inclusion in the Fund's portfolio, the Advisor may
analyze issuers of all sizes, industries, and geographical markets, including
restricted securities of companies issued in private placements.

     As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. In addition, the aggressive investment techniques of the Fund
may entail risks not encountered by the average mutual fund. See "Investment
Policies, Techniques and Risk Considerations" for a more detailed discussion of
the Fund's investment practices. Investors should also be aware that the Advisor
has no prior experience in acting as an investment adviser to a mutual fund and
that the Fund has no operating history.


                            HOW TO INVEST IN THE FUND

     Shares of the Fund are sold on a continuous basis, and you may invest any
amount you choose, as often as you wish, subject to a minimum initial investment
of $2,500 ($1,000 for IRA retirement accounts) and minimum subsequent
investments of $500 ($100 for IRA retirement accounts).


Initial Purchase

     By Mail - You may purchase shares of the Fund by completing and signing the
investment application form which accompanies this Prospectus and mailing it, in
proper form, together with a check (subject to the above minimum amounts) made
payable to The MAXIM Contrarian Fund, and sent by mail or overnight delivery to:

                            The MAXIM Contrarian Fund
                        c/o American Data Services, Inc.
                         24 W. Carver Street, 2nd Floor
                           Huntington, New York 11743

Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.

     By Wire - You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at 516-385-9580 to set up your account
and obtain an account number. You should be prepared at that time to provide the
information on the application. Then, you should provide your bank with the
following information for purposes of wiring your investment:

               Star Bank, N.A. Cinti/Trust
               ABA #0420-0001-3


                                     - 4 -

<PAGE>


               Attn:  The MAXIM Contrarian Fund Master Account
               D.D.A. # 485772974
               Account Name _________________ (write in shareholder name)
               For the Account # ______________ (write in account number)

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

Additional Investments

     You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to The MAXIM Contrarian Fund and should be sent to the address
listed above.  A bank wire should be sent as outlined above.


Tax Sheltered Retirement Plans

     Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement accounts (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); 403(b)(7) tax deferred retirement plans (for employees of public
school systems and certain types of charitable organizations); and other
qualified retirement plans. You should contact the Transfer Agent for the
procedure to open an IRA or SEP plan, as well as more specific information
regarding these retirement plan options. Consultation with an attorney or tax
adviser regarding these plans is advisable. Custodial fees for an IRA will be
paid by the shareholder by redemption of sufficient shares of the Fund from the
IRA unless the fees are paid directly to the IRA custodian. You can obtain
information about the IRA custodial fees from the Transfer Agent.


                                     - 5 -


<PAGE>


Other Purchase Information

     Dividends begin to accrue after you become a shareholder. The Fund does not
issue share certificates. All shares are held in non-certificate form registered
on the books of the Fund and the Fund's Transfer Agent for the account of the
shareholder. The rights to limit the amount of purchases and to refuse to sell
to any person are reserved by the Fund. If your check or wire does not clear,
you will be responsible for any loss incurred by the Fund. If you are already a
shareholder, the Fund can redeem shares from any identically registered account
in the Fund as reimbursement for any loss incurred. You may be prohibited or
restricted from making future purchases in the Fund.



                                     - 6 -

<PAGE>


                              HOW TO REDEEM SHARES

     All redemptions will be made at the net asset value determined after the
redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. Presently there is no charge for wire
redemptions; however, the Fund reserves the right to charge for this service.
Any charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares.

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

                    The MAXIM Contrarian Fund
                    c/o American Data Services, Inc.
                    24 W. Carver Street
                    Huntington, New York  11743


     "Proper order" means your request for a redemption must include your letter
of instruction, including the Fund name, account number, account name(s), the
address and the dollar amount or number of shares you wish to redeem. This
request must be signed by all registered share owner(s) in the exact name(s) and
any special capacity in which they are registered. For all redemptions, the Fund
requires that signatures be guaranteed by a bank or member firm of a national
securities exchange. Signature guarantees are for the protection of
shareholders. At the discretion of the Fund or American Data Services, Inc., a
shareholder, prior to redemption, may be required to furnish additional legal
documents to insure proper authorization.

     By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at (516) 385-9580. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

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

     Additional Information - If you are not certain of the requirements for a
redemption please call the Transfer Agent at (516) 385-9580. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the 


                                     - 7 -

<PAGE>


proceeds on or before the fifth business day following the redemption. However,
payment for redemption made against shares purchased by check will be made only 
after the check has been collected, which normally may take up to fifteen days. 
Also, when the New York Stock Exchange is closed (or when trading is 
restricted) for any reason other than its customary weekend or holiday closing 
or under any emergency circumstances, as determined by the Securities and 
Exchange Commission, the Fund may suspend redemptions or postpone payment dates.

     Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $1,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax adviser concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. 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 shareholders of the Fund.
After the initial three months of the Fund's operations, any account opened
during the initial three month period will be subject to the redemption
provisions described above.


                        SHARE PRICE CALCULATION

     The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other
assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange is open
for business, and on any other day the Fund is open for business on which there
is sufficient trading in the Fund's securities to materially affect the net
asset value. The net asset value per share of the Fund will fluctuate.

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


                                     - 8 -

<PAGE>

within 60 days of maturity, are valued by using the amortized cost method of 
valuation, which the Board has determined will represent fair value.


                           DIVIDENDS AND DISTRIBUTIONS

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

     Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date. An election to receive a cash payment of dividends and/or
capital gain distributions may be made in the application to purchase shares or
by separate written notice to the Transfer Agent. Shareholders will receive a
confirmation statement reflecting the payment and reinvestment of dividends and
summarizing all other transactions. If cash payment is requested, a check
normally will be mailed within five business days after the payable date. If you
withdraw your entire account, all dividends accrued to the time of withdrawal,
including the day of withdrawal, will be paid at that time. You may elect to
have distributions on shares held in IRAs and 403(b) plans paid in cash only if
you are 59 1/2 years old or permanently and totally disabled or if you otherwise
qualify under the applicable plan.


                                      TAXES

     The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the 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 federal income tax purposes, dividends paid by the Fund from ordinary
income are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Pursuant to the Tax
Reform Act of 1986 (the "Tax Reform Act"), all distributions of net short term
capital gains to individuals are taxed at the same rate as ordinary income. All
distributions of net capital gains to corporations are taxed at regular
corporate rates. Any distributions designated as being made from net realized
long term capital gains are taxable to shareholders as long term capital gains
regardless of the holding period of the shareholder.

     The Fund will mail to each shareholder after the close of the calendar year
a statement setting forth the federal income tax status of distributions made
during the year. Dividends and capital gains distributions may also be subject
to state and local taxes. Shareholders are urged to consult their own tax
advisers regarding specific questions as to federal, state or local taxes and
the tax effect of distributions and withdrawals from the Fund.

     On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be 


                                     - 9 -

<PAGE>


fined $50 annually for each account for which a certified taxpayer 
identification number is not provided. In the event that such a fine is imposed
with respect to a specific account in any year, the Fund may make a 
corresponding charge against the account.


                              OPERATION OF THE FUND

     The Fund is a non-diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services.

     The Fund retains Newport Investment Advisors, Inc., 23775 Commerce Park
Road, Cleveland, Ohio 44122 (the "Advisor") to manage the Fund's investments.
The Advisor, an Ohio corporation, provides investment management services to
taxable and tax-exempt clients, and currently manages approximately $250
million in assets. Kenneth M. Holeski, controlling shareholder of the Advisor,
has served as the President of the Advisor since its founding in 1989. He is
primarily responsible for the day-to-day management of the portfolio of the
Fund. Prior to 1996, Mr. Holeski was also the Vice President of Newport
Evaluation Services, Inc., a consulting firm that primarily monitors the
performance of money managers on behalf of retirement funds.

     The Fund is authorized to pay the Advisor a fee equal to an annual average
rate of 2.50% of its average daily net assets. The Advisor pays all of the
operating expenses of the Fund except 12b-1 fees, brokerage, taxes, interest,
fees and expenses of non-interested person trustees and extraordinary expenses.
It should be noted that most mutual funds pay their own operating expenses
directly, while the Fund's expenses, except those specified above, are paid by
the Advisor. The 12b-1 fees paid by the Fund are described below under
"Distribution Plan."

     The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator")
to manage the Fund's business affairs and provide the Fund with administrative
services, including all regulatory reporting and necessary office equipment,
personnel and facilities. The Administrator receives a monthly fee from the
Advisor equal to an annual average rate of 0.10% of the Fund's average daily net
assets up to fifty million dollars, 0.075% of the Fund's average daily net
assets from fifty to one hundred million dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars (subject to a minimum
annual payment of $30,000). The Fund retains American Data Services, Inc., 24
West Carver Street, Huntington, New York 11743 (the "Transfer Agent") to serve
as transfer agent, dividend paying agent and shareholder service agent. The
Trust retains AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite
200, Southlake, Texas 76092 (the "Distributor") to act as the principal
distributor of the Fund's shares. Kenneth D. Trumpfheller, officer and sole
shareholder of the Administrator and the Distributor, is an officer and trustee
of the Trust. The services of the Administrator, Transfer Agent and Distributor
are operating expenses paid by the Advisor.

     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 


                                     - 10 -

<PAGE>

consideration to sales of shares of the Fund as a factor in the selection of 
brokers and dealers to execute portfolio transactions.  WRP Investments, Inc.,
a registered broker dealer of which Mr. Holeski is a registered representative
and branch manager, may receive brokerage commissions from the Fund on a basis
comparable to trades placed with unaffiliated broker dealers. Mr. Holeski does
not receive compensation on these trades.


                                DISTRIBUTION PLAN

     The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Plan") under which the Fund pays the
Advisor an amount which is accrued daily and paid monthly, at an annual rate of
0.25% of the average daily net assets of the Fund. Amounts are paid at that rate
regardless of actual distribution expenses incurred. Amounts paid under the Plan
by the Fund are in addition to the advisory fee described above and are paid to
the Advisor for services it provides and the expenses it bears in the
distribution of the Fund's shares, including overhead and telephone expenses;
printing and distribution of prospectuses and reports used in connection with
the offering of the Fund's shares to prospective investors; and preparation,
printing and distribution of sales literature and advertising materials. In
addition, payments to the Advisor under the Plan may reimburse the Advisor for
payments it makes to selected dealers and administrators which have entered into
Service Agreements with the Advisor for services provided to shareholders of the
Fund. The services provided by selected dealers pursuant to the Plan are
primarily designed to promote the sale of shares of the Fund and include the
furnishing of office space and equipment, telephone facilities, personnel and
assistance to the Fund in servicing such shareholders. The service provided by
administrators pursuant to the Plan are designed to provide support services to
the Fund and include establishing and maintaining shareholders' accounts and
records, processing purchase and redemption transactions, answering routine
client inquiries regarding the Fund, and providing such other services to the
Fund as the Fund may reasonably request. The Advisor may also compensate such
dealers and administrators out of its own assets.


             INVESTMENT POLICIES, TECHNIQUES AND RISK CONSIDERATIONS

     The Fund may invest in the following portfolio securities, may engage in
the following practices and will be subject to the following risks and
limitations:

     Equity Securities. The Fund emphasizes investments in common stocks, which
represent an equity (ownership) interest in a corporation. The Fund also may buy
securities such as convertible debt, preferred stock, warrants, or other
securities exchangeable for shares of common stock, and publicly-traded
partnership interests. In selecting equity investments for the Fund, the Advisor
considers the fundamental value of the issuing company as well as market and
economic factors that affect securities prices.

     Debt Securities. The Fund may invest up to 35% of its assets in debt
securities, including lower quality, high yielding debt securities if it
believes that doing so will result in capital appreciation or will earn income
on idle cash. The Fund may buy debt securities of all types and qualities issued
by both domestic and foreign issuers, including government securities, corporate
bonds and debentures, commercial paper, and certificates of deposit.

     Lower quality debt securities (commonly called "junk bonds") often are
considered to be speculative and involve greater risk of default or price change
due to changes in the issuer's creditworthiness or changes in economic
conditions. The market prices of these securities will 


                                     - 11 -

<PAGE>


fluctuate over time, may fluctuate more than higher quality securities and may 
decline significantly in periods of general economic difficulty, which may 
follow periods of rising interest rates. The market for lower quality 
securities may be less liquid than the market for securities of higher quality.
Furthermore, the liquidity of lower quality securities may be affected by the 
market's perception of their credit quality. Therefore, judgment may at times 
play a greater role in valuing these securities than in the case of higher 
quality securities, and it also may be more difficult during certain adverse 
market conditions to sell lower quality securities at their fair value to meet 
redemption requests or to respond to changes in the market.

     Foreign Securities. Foreign debt and equity securities, and securities
denominated in or indexed to foreign currencies may be affected by the strength
of those currencies relative to the U.S. dollar, or by political or economic
developments in foreign countries. These developments could include restrictions
on foreign currency transactions and rules of exchange, or changes in
administrations or monetary policies of foreign governments. Foreign securities
purchased using foreign currencies may incur currency conversion costs. Foreign
issuers and brokers may not be subject to accounting standards or governmental
supervision comparable to U.S. issuers and brokers, and there may be less public
information about their operations. In addition, foreign markets may be less
liquid or more volatile than U.S. markets, and may offer less protection to
investors.

     The Fund may enter into forward contracts (agreements to exchange one
currency for another at a future date) to manage currency risks and to
facilitate transactions in foreign securities. Although currency forward
contracts can be used to protect the Fund from adverse exchange rate changes,
the Fund may incur a loss if the Advisor incorrectly predicts foreign currency
values.

     There is no limitation on the amount of the Fund's assets that may be
invested in foreign securities or in any one country or currency, except that no
more than 35% of the Fund's assets may be invested in companies operating
exclusively in one foreign country.

     Indexed Securities. The Fund may invest in indexed securities whose value
is linked to currencies, interest rates, commodities, indices, or other
financial indicators (the "reference index"). Most indexed securities are short
to intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more specified
underlying instruments. Indexed securities may be positively or negatively
indexed (i.e., their value may increase or decrease if the underlying instrument
appreciates), and may have return characteristics similar to direct investments
in the underlying instrument or to one or more options on the underlying
instrument. Indexed securities may be more volatile than the underlying
instrument itself. Because their performance is tied to a reference index, a
fund investing in indexed securities bears the risk of changes in the reference
index in addition to being exposed to the credit risk of the issuer of the
security.

     Repurchase Agreements. In a repurchase agreement, the Fund buys a security
at one price and simultaneously agrees to sell it back later at a higher price.
The repurchase date is usually within seven days of the original purchase. If
the other party to a repurchase agreement becomes bankrupt or otherwise defaults
on its obligation to repurchase the security, the Fund may experience delays in
recovering its cash. To the extent that the value of the security purchased has


                                     - 12 -

<PAGE>


decreased in the meantime, the Fund could experience a loss. The Fund's
repurchase agreements are fully collateralized.

     When Issued Securities and Forward Commitments. The Fund may buy and sell
securities on a when-issued or delayed delivery basis, with payment and delivery
taking place at a future date. The price and interest rate that will be received
on the securities are each fixed at the time the buyer enters into the
commitment. The Fund may enter into such forward commitments if it holds, and
maintains until the settlement date in a separate account at the Fund's
Custodian, cash or U.S. government securities in an amount sufficient to meet
the purchase price. Forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date. Any change
in value could increase fluctuations in the Fund's share price and yield.
Although the Fund will generally enter into forward commitments with the
intention of acquiring securities for its portfolio, the Fund may dispose of a
commitment prior to the settlement if the Advisor deems it appropriate to do so.

     Borrowing and Leverage; Reverse Repurchase Agreements. The Fund may borrow
from banks up to one third of its total assets, and the Fund may pledge assets
in connection with such borrowings. The Fund also may engage in reverse
repurchase agreements in which the Fund sells a security to another party, such
as a bank, broker-dealer or other financial institution, and simultaneously
agrees to buy it back later at a higher price. While a reverse repurchase
agreement is outstanding, the Fund generally will direct its custodian to
segregate cash and appropriate liquid assets to cover its obligations under the
agreement. The Fund will enter into reverse repurchase agreements only with
parties whose creditworthiness has been reviewed and deemed satisfactory by the
Advisor. Except for reverse repurchase agreements that it fully collateralizes,
the Fund aggregates reverse repurchase agreements with its bank borrowings for
purposes of limiting borrowings to one third of its total assets.

     If the Fund makes additional investments while borrowings are outstanding,
this may be construed as a form of leverage. The Fund's objective would be to
pursue investment opportunities with yields that exceed the cost of the
borrowings. This leverage may exaggerate changes in the Fund's share value and
the gains and losses on the Fund's investment. Leverage also creates interest
expenses that may exceed the return on investments made with the borrowings.

     Lending. The Fund may lend securities to broker-dealers and other
institutions as a means of earning additional income. 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 at least equal to 100% of the
current market 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 when the
Board of Trustees determines voting to be in the Fund's interest. If the
borrower becomes bankrupt or otherwise defaults on its obligations, the Fund
could experience delays in recovering its securities. To the extent that, in the
meantime, the value of securities loaned had increased, the Fund could
experience a loss if the borrower had not maintained sufficient collateral.
Loans, in the aggregate, may not exceed one third of the Fund's total assets.


                                     - 13 -

<PAGE>

     Short Sales. If the Fund anticipates that the price of a security will
decline, it may sell the security short. When the Fund engages in a short sale,
it sells a security it does not own and, to complete the sale, borrows the same
security from a broker or other institution. The Fund must replace the borrowed
security by purchasing it at the market price at the time the Fund chooses to
close the short sale, or at the time it is required to do so by the lender,
whichever is earlier. The Fund may make a profit or loss depending upon whether
the market price of the security decreases or increases between the date of the
short sale and the date on which the Fund must replace the borrowed security.

     In connection with its short sales, the Fund will be required to maintain a
segregated account with its custodian of cash or U.S. Government Securities or
other high grade liquid debt securities equal to the market value of the
securities sold less any collateral deposited with its broker. The Fund will
limit its short sales so that no more than 25% of its net assets (less all its
liabilities other than obligations under the short sales) will be deposited as
collateral and allocated to the segregated account. However, the segregated
account and deposits will not necessarily limit the Fund's potential loss on a
short sale, which is unlimited. The Fund limits short sales of any one issuer's
securities to 2% of the Fund's total assets and to 2% of any one class of the
issuer's securities.

     Options and Futures Contracts. The Fund may buy and sell options and
futures contracts to manage its exposure to changing interest rates, security
prices, currency exchange rates and precious metal prices. Some options and
futures strategies, including selling futures, buying puts, and writing
calls, hedge the Fund's investment against price fluctuations. Other strategies,
including buying futures, writing puts, and buying calls, tend to increase
market exposure. Options and futures may be combined with each other or with
forward contracts in order to adjust the risk and return characteristics of the
overall strategy. The Fund may invest in options and futures based on any type
of security, index, or currency related to its investments, including options
and futures traded on foreign exchanges and options not traded on exchanges. The
Fund also may invest in precious metals options and futures.

     Options and futures can be volatile investments, and involve certain
risks. If the Advisor applies a hedge at an inappropriate time or judges
market conditions incorrectly, options and futures strategies may lower the
Fund's return. Options and futures traded on foreign exchanges generally are
not regulated by U.S. authorities, and may offer less liquidity and less
protection to the Fund if the other party to the contract defaults. The
Fund also could experience losses if the prices of its options and futures
positions were poorly correlated with its other investments, or if it could not
close out its positions because of an illiquid secondary market. In addition,
losses from certain futures transactions are potentially unlimited.

     The Fund will not hedge more than 25% of its total assets by selling
futures or writing calls under normal conditions. In general, the Fund also will
not write put options if its settlement obligations would exceed 25% of its
total assets. In addition, the Fund will not buy futures, put options or call
options for other than hedging purposes with an aggregate value exceeding 5% of
its total assets.


                                     - 14 -

<PAGE>



     Precious Metals.   The Fund may invest up to 5% of its total assets in
gold, silver, platinum or other precious metals.  Gold and other precious
metals have been subject to substantial price fluctuations over short periods
of time and may be affected by unpredictable international monetary and other
governmental policies, and economic and social conditions.  In addition, the
Fund may invest without limitation in securities of companies principally
engaged in exploration, mining or processing of gold or other precious metals
and minerals.  These securities involve additional risk because the price
volatility of precious metals has an increased impact on their market value.

     Zero Coupon Debt Securities and Pay-in-Kind Securities. The Fund may invest
in zero coupon securities and pay-in-kind securities. Zero coupon debt
securities do not make interest payments; instead, they are sold at a discount
from face value and are redeemed at face value when they mature. Pay-in-kind
securities pay all or a portion of their interest or dividends in the form of
additional securities. Both these types of bonds allow an issuer to avoid the
need to generate cash to meet current interest payments and, accordingly, may
involve greater credit risks than debt securities that make regular interest
payments. Because these securities do not pay current income, their prices can
be very volatile when interest rates change. In calculating its daily dividend,
the Fund takes into account as income a portion of the difference between the
bond's purchase price and its face value. Although zero coupon bonds and
pay-in-kind bonds pay no interest to holders prior to maturity, interest on
these securities is reported as income to the Fund and included with dividends
paid to the Fund's shareholders, if any. These dividends must be made from the
Fund's cash assets or, if necessary, from the proceeds of sales of portfolio
securities. The Fund will not be able to purchase additional income-producing
securities with cash used to pay such dividends, and its current income
ultimately may be reduced as a result.

     Illiquid Investments. Under the supervision of and pursuant to the
guidelines adopted by the Board of Trustees, the Advisor determines which of the
Fund's investments are classified as illiquid. Illiquid securities generally
include securities which cannot be disposed of promptly and in the ordinary
course of business without taking a reduced price. Securities may be illiquid
due to contractual or legal restrictions on resale or lack of a ready market.
The absence of a trading market can make it difficult to ascertain a market
value for illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Fund to sell them promptly at an acceptable price. The Fund
may not invest more than 15% of its net assets in illiquid investments.

     Non-Diversification and Concentration. Diversifying a fund's investment
portfolio can reduce, to some extent, the risks of investing. This may include
limiting the amount of money invested in any one company or, on a broader scale,
limiting the amount invested in any one industry.

     To retain investment flexibility, the Fund may be non-diversified to some
extent. To the extent that the Fund invests a significant portion of its assets
in a few issuers' securities, the performance of the Fund could be significantly
affected by the performance of those issuers. However, with respect to 50% of
its assets, the Fund will not invest more than 5% of its total assets in any one
issuer, and may not invest more than 25% of its assets in any one industry.
These limitations do not apply to U.S. Government securities.

     Defensive Investments.  The Fund may invest temporarily up to 100% of its
assets in cash and investment grade debt securities for defensive purposes.

Investment Risks

     The aggressive investment techniques of the Fund may entail risks not
encountered by the average mutual fund. Some techniques, such as short sales,
use of put and call options and futures, investments in foreign securities,
leverage and short term trading, may be considered speculative and could result
in higher operating expenses.



                                     - 15 -

<PAGE>

                               GENERAL INFORMATION

     Fundamental Policies. The investment limitations set forth in the Statement
of Additional Information as fundamental policies may not be changed without the
affirmative vote of the majority of the outstanding shares of the Fund. The
investment objective of the Fund may be changed without the affirmative vote of
a majority of the outstanding shares of the Fund. Any such change may result in
the Fund having an investment objective different from the objective which the
shareholders considered appropriate at the time of investment in the Fund.

     Portfolio Turnover. The Fund does not intend to purchase or sell securities
for short term trading purposes. The Fund will, however, sell any portfolio
security (without regard to the length of time it has been held) when the
Advisor believes that market conditions, creditworthiness factors or general
economic conditions warrant such action. It is anticipated that the Fund will
have a portfolio turnover rate of less than 100%.

     Shareholder Rights. 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. However, the
Declaration of Trust contains provisions which authorize the shareholders to
call a meeting under certain circumstances. 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. As of December 2,
1996, Cheryl and Kenneth Holeski may be deemed to control the Fund as a result
of their beneficial ownership of the shares of the Fund.


                        PERFORMANCE INFORMATION

     The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial
amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.

     The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.

      The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.


                                     - 16 -

<PAGE>


     The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.

Investment Advisor                      Administrator
Newport Investment Advisors, Inc.       AmeriPrime Financial Services, Inc.
23775 Commerce Park Road                1793 Kingswood Drive, Suite 200
Cleveland, Ohio  44122                  Southlake, Texas  76092

Custodian                               Distributor
Star Bank, N.A.                         AmeriPrime Financial Securities, Inc.
P.O. Box 640749                         1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45264                 Southlake, Texas  76092


Transfer Agent (all purchase and        Auditors
redemption requests)                    McCurdy & Associates CPA's, Inc.
American Data Services, Inc.            27955 Clemens Road
24 West Carver Street                   Westlake, Ohio 44145
Huntington, New York  11743


No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.


                                     - 17-

<PAGE>


                                TABLE OF CONTENTS

                                                                Page #


SUMMARY OF FUND EXPENSES. . . . . . . . . . . . . . . . . . . . . .  2

     Shareholder Transaction Expenses . . . . . . . . . . . . . . .  2
     Annual Fund Operating Expenses . . . . . . . . . . . . . . . .  2

THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3


FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . .  3


INVESTMENT OBJECTIVE AND STRATEGIES . . . . . . . . . . . . . . . .  3

HOW TO INVEST IN THE FUND . . . . . . . . . . . . . . . . . . . . .  4

     Initial Purchase . . . . . . . . . . . . . . . . . . . . . . .  4

          By Mail . . . . . . . . . . . . . . . . . . . . . . . . .  4
          By Wire . . . . . . . . . . . . . . . . . . . . . . . . .  4

     Additional Investments . . . . . . . . . . . . . . . . . . . .  5
     Tax Sheltered Retirement Plans . . . . . . . . . . . . . . . .  5
     Other Purchase Information . . . . . . . . . . . . . . . . . .  5

HOW TO REDEEM SHARES. . . . . . . . . . . . . . . . . . . . . . . .  7

     By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     By Telephone . . . . . . . . . . . . . . . . . . . . . . . . .  7
     Additional Information . . . . . . . . . . . . . . . . . . . .  7

SHARE PRICE CALCULATION . . . . . . . . . . . . . . . . . . . . . .  8

DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . .  9

TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

OPERATION OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . 10

DISTRIBUTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . 11

INVESTMENT POLICIES, TECHNIQUES AND RISK CONSIDERATIONS . . . . . . 11

          Equity Securities . . . . . . . . . . . . . . . . . . . . 11
          Debt Securities . . . . . . . . . . . . . . . . . . . . . 11



                                     - 18 -

<PAGE>


          Foreign Securities. . . . . . . . . . . . . . . . . . . . 12
          Indexed Securities. . . . . . . . . . . . . . . . . . . . 12
          Repurchase Agreements . . . . . . . . . . . . . . . . . . 12
          When Issued Securities and Forward Commitments. . . . . . 13
          Borrowing and Leverage; Reverse Repurchase Agreements . . 13
          Lending . . . . . . . . . . . . . . . . . . . . . . . . . 13
          Short Sales . . . . . . . . . . . . . . . . . . . . . . . 13
          Options and Futures Contracts . . . . . . . . . . . . . . 14
          Precious Metals . . . . . . . . . . . . . . . . . . . . . 15
          Zero Coupon Debt Securities and Pay-in-Kind Securities. . 15
          Illiquid Investments. . . . . . . . . . . . . . . . . . . 15
          Non-Diversification and Concentration . . . . . . . . . . 15
          Defensive Investments . . . . . . . . . . . . . . . . . . 15

     Investment Risks . . . . . . . . . . . . . . . . . . . . . . . 15

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 15

     Fundamental Policies . . . . . . . . . . . . . . . . . . . . . 16
     Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . 16
     Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . 16

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 16



                                     - 19 -

<PAGE>





                             IMS CAPITAL VALUE FUND
                         Supplement Dated March 1, 1996
                       To Prospectus Dated August 1, 1996

        The following condensed supplementary financial information for the
period August 1, 1996 (commencement of operations) through October 31,
1996 is derived from the audited financial statements of the Fund.  The
financial statements of the Fund have been audited by McCurdy &
Associates CPA's, Inc., independent public accountants, and are included
in the Fund's Annual Report.  The Annual Report contains additional
performance information and is available upon request and without charge.

<TABLE>
<CAPTION>

                             IMS CAPITAL VALUE FUND

                              FINANCIAL HIGHLIGHTS

                  For a share outstanding throughout the period
                from August 1, 1996 (Commencement of Operations)
                            through October 31, 1996


<S>                                                                <C>    

Net asset value- beginning of period..........................      $ 10.00
                                                                    -------
Income from investment operations:
Net investment income/(loss)..................................         (.01)
Net gain/(loss) on investments both realized and unrealized...          .77
                                                                    -------
Total from investment operations..............................          .76
                                                                    -------
Less distributions:
Dividends from net investment income..........................            0
Dividends from capital gains..................................            0
                                                                    -------
Net asset value- end of period................................      $ 10.76
                                                                    =======

Total Return**................................................        30.23%



Ratios/Supplemental data:
Net assets, end of period (in 000's)..........................        4,741
Ratio of expenses to average net assets**  ++.................         1.84%
Ratio of net investment income to average net assets**  ++....         (.25)%
Portfolio turnover rate.......................................         3.56%
Average Commission rate paid..................................        .0416

<FN>
** Annualized
++   Expense ratio is net of  reimbursements.  Had such  reimbursements not been
     made, the expense ratio and the net investment income ratio would have been
     3.92% and(2.32)%, respectively.
</FN>
</TABLE>


        The Securities and Exchange Commission ("SEC") maintains a Web Site
(http://www.sec.gov) that contains the Statement of Additional
Information, material incorporated by reference, and other information
regarding registrants that file electronically with the SEC.


<PAGE>





                                   PROSPECTUS

                                 August 1, 1996


                             IMS CAPITAL VALUE FUND


                            10159 S.E. Sunnyside Road
                                    Suite 330
                             Portland, Oregon  97015

               For Information, Shareholder Services and Requests:
                                 (800) 934-5550

The investment objective of the IMS Capital Value Fund (the "Fund") is to
provide long term growth for its shareholders. IMS Capital Management, Inc. (the
"Advisor") applies a value-oriented, contrarian investment philosophy to
reduce risk while enhancing potential returns. The Advisor seeks to reduce risk
through diversification and by focusing on large, high quality, dividend-paying
U.S. companies. The Advisor strives to maximize potential returns by purchasing
companies at historically low prices, when they are temporarily out of favor and
contrary to conventional wisdom.

The Fund is "no-load," which means that investors incur no sales charges,
commissions or deferred sales charges on the purchase or redemption of their
shares. The Fund is one of the mutual funds comprising AmeriPrime Funds, an
open-end management investment company, distributed by AmeriPrime Financial
Securities, Inc.

      This Prospectus provides the information a prospective investor ought to
know before investing and should be retained for future reference. A Statement
of Additional Information has been filed with the Securities and Exchange
Commission dated August 1, 1996, which is incorporated herein by reference
and can be obtained without charge by calling the Fund at the phone number
listed above.










THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



<PAGE>


                            SUMMARY OF FUND EXPENSES

      The tables below are provided to assist an investor in understanding the
direct and indirect expenses that an investor may incur as a shareholder in the
Fund. The expense information is based on estimated amounts for the current
fiscal year. The expenses are expressed as a percentage of average net assets.
The Example should not be considered a representation of future Fund performance
or expenses, both of which may vary.

      Shareholders should be aware that the Fund is a no-load fund and,
accordingly, a shareholder does not pay any sales charge or commission upon
purchase or redemption of shares of the Fund.

Shareholder Transaction Expenses

Sales Load Imposed on Purchases. . . . . . . . . . . . . . . . . . . . . . .NONE
Sales Load Imposed on Reinvested Dividends . . . . . . . . . . . . . . . . .NONE
Deferred Sales Load. . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Redemption Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Exchange Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE

Annual Fund Operating Expenses (as a percentage of average net assets)

Management Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.59%
12b-1 Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .NONE
Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.33%
Total Fund Operating Expenses. . . . . . . . . . . . . . . . . . . . . . . 1.92%


      The tables above are provided to assist an investor in understanding the
direct and indirect expenses that an investor may incur as a shareholder in the
Fund.

Example

      You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period:

                       1 Year     3 Years

                        $19         $60



                                    THE FUND

      IMS Capital Value Fund (the "Fund") was organized as a series of
AmeriPrime Funds, an Ohio business trust (the "Trust"), on July 30, 1996,
and commenced operations on August 1, 1996. This prospectus offers shares of
the Fund and each share represents an undivided, proportionate interest in the
Fund. The investment advisor to the Fund is IMS Capital Management, Inc. (the
"Advisor").



                                     - 2 -


<PAGE>


                       INVESTMENT OBJECTIVE AND STRATEGIES

      The investment objective of the IMS Capital Value Fund is to provide long
term growth for its shareholders. IMS Capital Management, Inc. (the "Advisor")
applies a value-oriented, contrarian investment philosophy to reduce risk while
enhancing potential returns. The Advisor seeks to reduce risk through
diversification and by focusing on large, high quality, dividend-paying U.S.
companies. The Advisor strives to maximize potential returns by purchasing
companies at historically low prices, when they are temporarily out of favor and
contrary to conventional wisdom.

      The Advisor will purchase stocks of companies which, in its estimation,
are unfairly valued due to special and temporary circumstances. The Advisor
selects stocks which it believes possess limited downside risk, yet have the
potential to produce significant gains. The Advisor will select either growth or
value stocks that are trading significantly below their previous highs, if such
securities are also determined by the Advisor to be trading at substantial
discounts from their intrinsic values. The companies selected generally will be
highly visible, household names that trade on the New York Stock Exchange and
that historically have had market capitalizations of at least one billion
dollars. These well-capitalized, globally-diversified companies generally have
the resources to weather negative business conditions successfully and provide
both growth and stability. The Advisor seeks to further limit investment risk by
diversifying across a broad range of industries and companies. Because of its
diversified, large company focus, the Fund is designed to be a "core holding"
within a typical investor's asset mix.

      The Advisor believes that investors tend to overreact to short-term
negative events, which can in turn create undervalued security prices. For this
reason, the Advisor applies a patient approach to stock selection. Through a
careful process of company research and analysis, the Advisor selects companies
for potential purchase based on various criteria outlined below. A target buy
price is established for each company - generally well below the current price.
Companies are then tracked and monitored until the right combination of events
or market conditions creates a buying opportunity at or below the target price.
The Advisor seeks to identify situations where the reasons for a stock's decline
are misunderstood, temporary and solvable. A company is purchased only after the
Advisor has determined that investing in the security is timely given the nature
and reasons for its decline. When analyzing companies, particular emphasis is
given to securities with a high potential for gain upon return to historical
levels, securities trading at a discount to the Advisor's estimation of the
company's fair market value (based on projected future cash flow, balance sheet
characteristics, and future earnings), and securities trading at the low end of
their historical fundamental valuation ranges based on current financial ratios
such as price-to-cash flow, price-to-book value and price-to-earnings.

      By owning a diversified collection of large U.S. companies that, as a
group, have already experienced a "correction" (i.e., as a group are generally
trading at 30% or more below historical levels), the Advisor believes that the
Fund, by design, may weather "bear" (down) markets more favorably than other
funds with similar investment objectives. The Advisor can, however, provide no
assurances to that effect. The Advisor typically holds companies for three to
five years at a time, and therefore believes that the Fund may not be
appropriate for those with shorter time horizons.


                                     - 3 -


<PAGE>

      The Advisor has been managing equity accounts for its clients since 1988.
The performance of the accounts with investment objectives, policies and
strategies substantially similar to those of the Fund appears below. The data is
provided to illustrate past performance of the Advisor in managing such
accounts, as compared to the S&P 500 Index. The persons responsible for the
performance below are the same as those responsible for the investment
management of the Fund.


<TABLE>
<CAPTION>

                   IMS CAPITAL MANAGEMENT PERFORMANCE SUMMARY
        [A Graph with the following data is included in the Prospectus]

<S>             <C>                                <C>
                IMS CAPITAL MANAGEMENT             S&P 500 INDEX

1991                 $14,103                         $13,040
1992                 $18,620                         $14,038
1993                 $23,236                         $15,441
1994                 $23,124                         $15,461
1995                 $26,366                         $21,490

Growth of $10,000 invested January 1, 1991 to December 31, 1995.

<FN>
*   The Advisor's total returns by year were as follows:  1991 41.03%, 1992
    32.03%, 1993 24.79%, 1994 0.48%, 1995 14.02%.  The Advisor's performance
    figures reflect the use of time-weighted, dollar-weighted average annualized
    total returns for the Advisor's equity accounts having objectives similar to
    the Fund.  The results are audited by an independent certified public
    accounting firm.  The composite includes all fee-paying, discretionary,
    individual stock portfolios above $10,000.  Other accounts of the Advisor
    are excluded from the composite because the nature of those accounts make
    them inappropriate for purposes of comparison.  In addition, performance of
    accounts prior to 1991 is excluded for the same reason.  In 1988, no account
    satisfied the Advisor's criteria for inclusion in the composite.  In 1989
    and 1990, the aggregate assets in the qualifying accounts were too small to
    provide diversification comparable to that of a diversified mutual fund, and
    therefore the Advisor believes inclusion of performance for those years
    would be misleading.  Performance figures reflected are net of all expenses,
    including transaction costs, commissions and management fees.  Results
    include the reinvestment of dividends and capital gains.  The presentation
    of the performance composite complies with the Performance Presentation
    Standards of the Association for Investment Management and Research (AIMR).
    Complete performance presentation notes are available on request.

    The S&P 500 Index total returns by year were as follows: 1991 30.40%, 1992
    7.65%, 1993 10.04%, 1994 1.29%, 1995 37.41%. The S&P 500 Index is a widely
    recognized, unmanaged index of market activity based upon the aggregate
    performance of a selected portfolio of publicly traded common stocks,
    including monthly adjustments to reflect the reinvestment of dividends and
    other distributions. The S&P 500 Index reflects the total return of
    securities comprising the Index, including changes in market prices as
    well as accrued investment income, which is presumed to be reinvested.
    Performance figures for the S&P 500 Index do not reflect deduction of
    transaction costs or expenses, including management fees.

</FN>
</TABLE>


                                     - 4 -


<PAGE>

      The performance of the accounts managed by the Advisor should not be
considered indicative of future performance of the Fund. Results may differ
because of, among other things, differences in brokerage commissions, account
expenses, including management fees, the size of positions taken in relation to
account size and diversification of securities, timing of purchases and sales,
availability of cash for new investments and the private character of accounts
compared with the public character of the Fund. In addition, the results for
different periods may vary.

      The Advisor generally intends to stay fully invested (subject to liquidity
requirements) in common stock, preferred stock and common stock equivalents
(such as securities convertible into common stocks) regardless of the movement
of stock prices. However, the Fund may invest in fixed income securities, such
as corporate debt securities and U.S. government obligations, when the Advisor
believes that these securities offer opportunities to further the Fund's
investment objective. While the Fund ordinarily will invest in common stocks of
U.S. companies, it may invest in foreign companies through the purchase of
American Depository Receipts.

      For temporary defensive purposes under adverse market conditions, the Fund
may hold a substantial portion of its assets in cash equivalents or U.S.
government repurchase agreements. The Fund may also invest in such instruments
at any time to maintain liquidity or pending selection of investments in
accordance with its policies.

      As all investment securities are subject to inherent market risks and
fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. In addition, it should be noted that the Advisor has not
previously managed assets organized as a mutual fund and the Fund has no
operating history. Rates of total return quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be maintained. See "Investment Policies and Techniques and Risk
Considerations" for a more detailed discussion of the Fund's investment
practices.


                            HOW TO INVEST IN THE FUND

      The Fund is "no-load" and shares of the Fund are sold directly to
investors on a continuous basis, subject to the following minimums: minimum
initial investment of $5,000 ($2,000 for IRAs and other retirement plans) and
minimum subsequent investments of $100. These minimums may be waived by the
Advisor for accounts participating in an automatic investment program. Investors
choosing to purchase or redeem their shares through a securities dealer or
broker/dealer may be charged a fee by that institution. Investors choosing to
purchase or redeem shares directly from the Fund will not incur charges on
purchases or redemptions.

Initial Purchase

      By Mail - You may purchase shares of the Fund by completing and signing
the investment application form which accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to IMS Capital Value Fund, and sent to the address listed below.


                                     - 5 -


<PAGE>


                             Mail or Overnight to:
                             IMS Capital Value Fund
                        c/o American Data Services, Inc.
                             24 West Carver Street
                              Huntington, NY 11743

Your purchase of shares of the Fund will be effected at the next share price
calculated after receipt of your investment.

      By Wire - You may also purchase shares of the Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. If money is to be
wired, you must call the Transfer Agent at 800-934-5550 to set up your account
and obtain an account number. You should be prepared at that time to provide the
information on the application. Then, you should provide your bank with the
following information for purposes of wiring your investment:

                 Star Bank, N.A. Cinti/Trust
                 ABA #0420-0001-3
                 Attn:  IMS Capital Value Fund
                 D.D.A. # 485777197
                 Account Name _________________ (write in shareholder name) For
                 the Account # ______________ (write in account number)

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

Additional Investments

      You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. Each
additional mail purchase request must contain your name, the name of your
account(s), your account number(s), and the name of the Fund. Checks should be
made payable to IMS Capital Value Fund and should be sent to the address listed
above. A bank wire should be sent as outlined above.

Automatic Investment Plan

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


                                     - 6 -


<PAGE>


Tax Sheltered Retirement Plans

      Since the Fund is oriented to longer term investments, shares of the Fund
may be an appropriate investment medium for tax sheltered retirement plans,
including: individual retirement plans (IRAs); simplified employee pensions
(SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for
employees); tax deferred investment plans (for employees of public school
systems and certain types of charitable organizations); and other qualified
retirement plans. You should contact the Transfer Agent for the procedure to
open an IRA or SEP plan, as well as more specific information regarding these
retirement plan options. Consultation with an attorney or tax advisor regarding
these plans is advisable. Custodial fees for an IRA will be paid by the
shareholder by redemption of sufficient shares of the Fund from the IRA unless
the fees are paid directly to the IRA custodian. You can obtain information
about the IRA custodial fees from the Transfer Agent.

Other Purchase Information

      Dividends begin to accrue after you become a shareholder. The Fund does
not issue share certificates. All shares are held in non-certificate form
registered on the books of the Fund and the Fund's Transfer Agent for the
account of the shareholder. The rights to limit the amount of purchases and to
refuse to sell to any person are reserved by the Fund. If your check or wire
does not clear, you will be responsible for any loss incurred by the Fund. If
you are already a shareholder, the Fund can redeem shares from any identically
registered account in the Fund as reimbursement for any loss incurred. You may
be prohibited or restricted from making future purchases in the Fund.


                              HOW TO REDEEM SHARES

      All redemptions will be made at the net asset value determined after the
redemption request has been received by the Transfer Agent in proper order.
Shareholders may receive redemption payments in the form of a check or federal
wire transfer. The proceeds of the redemption may be more or less than the
purchase price of your shares, depending on the market value of the Fund's
securities at the time of your redemption. Presently there is no charge for wire
redemptions; however, the Fund reserves the right to charge for this service.
Any charges for wire redemptions will be deducted from the shareholder's Fund
account by redemption of shares. Investors choosing to purchase or redeem their
shares through a securities dealer may be charged a fee by that institution.

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

                       IMS Capital Value Fund
                       c/o American Data Services, Inc.
                       24 W. Carver Street
                       Huntington, New York  11743

      "Proper order" means your request for a redemption must include your
letter of instruction, including the Fund name, account number, account name(s),
the address and the dollar amount or number of shares you wish to redeem. This


                                     - 7 -


<PAGE>

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

      By Telephone - You may redeem any part of your account in the Fund by
calling the Transfer Agent at (800) 934-5550. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the Transfer Agent and the Custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

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

      Additional Information - If you are not certain of the requirements for a
redemption please call the Transfer Agent at (800) 934-5550. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen days. Also, when the New York Stock Exchange is
closed (or when trading is restricted) for any reason other than its customary
weekend or holiday closing or under any emergency circumstances, as determined
by the Securities and Exchange Commission, the Fund may suspend redemptions or
postpone payment dates.

      Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to require any shareholder to redeem all
of his or her shares in the Fund on 30 days' written notice if the value of his
or her shares in the Fund is less than $5,000 due to redemption, or such other
minimum amount as the Fund may determine from time to time. An involuntary
redemption constitutes a sale. You should consult your tax advisor concerning
the tax consequences of involuntary redemptions. A shareholder may increase the
value of his or her shares in the Fund to the minimum amount within the 30 day
period. 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 shareholders of the Fund.


                             SHARE PRICE CALCULATION

      The value of an individual share in the Fund (the net asset value) is
calculated by dividing the total value of the Fund's investments and other

                                     - 8 -


<PAGE>

assets (including accrued income), less any liabilities (including estimated
accrued expenses), by the number of shares outstanding, rounded to the nearest
cent. Net asset value per share is determined as of the close of the New York
Stock Exchange (4:00 p.m., Eastern time) on each day that the exchange 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 net asset value
per share of the Fund will fluctuate.

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


                           DIVIDENDS AND DISTRIBUTIONS

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

      Income dividends and capital gain distributions are automatically
reinvested in additional shares at the net asset value per share on the
distribution date. An election to receive a cash payment of dividends and/or
capital gain distributions may be made in the application to purchase shares or
by separate written notice to the Transfer Agent. Shareholders will receive a
confirmation statement reflecting the payment and reinvestment of dividends and
summarizing all other transactions. If cash payment is requested, a check
normally will be mailed within five business days after the payable date. If you
withdraw your entire account, all dividends accrued to the time of withdrawal,
including the day of withdrawal, will be paid at that time. You may elect to
have distributions on shares held in IRAs and 403(b) plans paid in cash only if
you are 59 1/2 years old or permanently and totally disabled or if you otherwise
qualify under the applicable plan.


                                      TAXES

      The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended. By so qualifying, the Fund


                                     - 9 -


<PAGE>

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 federal income tax purposes, dividends paid by the Fund from ordinary
income are taxable to shareholders as ordinary income, but may be eligible in
part for the dividends received deduction for corporations. Pursuant to the Tax
Reform Act of 1986 (the "Tax Reform Act"), all distributions of net capital
gains to individuals are taxed at the same rate as ordinary income. All
distributions of net capital gains to corporations are taxed at regular
corporate rates. Any distributions designated as being made from net realized
long term capital gains are taxable to shareholders as long term capital gains
regardless of the holding period of the shareholder.

      The Fund will mail to each shareholder after the close of the calendar
year a statement setting forth the federal income tax status of distributions
made during the year. Dividends and capital gains distributions may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisors regarding specific questions as to federal, state or local taxes
and the tax effect of distributions and withdrawals from the Fund.

      On the application or other appropriate form, the Fund will request the
shareholder's certified taxpayer identification number (social security number
for individuals) and a certification that the shareholder is not subject to
backup withholding. Unless the shareholder provides this information, the Fund
will be required to withhold and remit to the U.S. Treasury 31% of the
dividends, distributions and redemption proceeds payable to the shareholder.
Shareholders should be aware that, under regulations promulgated by the Internal
Revenue Service, the Fund may be fined $50 annually for each account for which a
certified taxpayer identification number is not provided. In the event that such
a fine is imposed with respect to a specific account in any year, the Fund may
make a corresponding charge against the account.


                              OPERATION OF THE FUND

      The Fund is a diversified series of AmeriPrime Funds, an open-end
management investment company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other mutual funds, the Fund retains various organizations to perform
specialized services. The Fund retains IMS Capital Management, Inc., 10159 S.E.
Sunnyside Road, Suite 330, Portland, Oregon 97015 (the "Advisor") to manage the
assets of the Fund and is authorized to pay the Advisor a fee equal to an annual
average rate of 1.59% of the Fund's average daily net assets. The Advisor, an
Oregon corporation, is an independent investment advisory firm that has
practiced a large company, value-oriented, contrarian style of management for a
select group of clients since 1988. The Advisor currently manages accounts for
institutional clients which include the State of Oregon, Pacific University, and
several 401K plans. Individual clients include families, trusts and small
businesses, both taxable and non-taxable. Carl W. Marker is primarily
responsible for the day-to-day management of the Fund's portfolio. Mr. Marker
has served as the Advisor's chairman, president and primary portfolio manager
since its founding in 1988, and began privately managing individual common
stocks in 1981. Mr. Marker has a B.S. degree from the University of Oregon and
previously worked for divisions of both General Motors and Mercedes-Benz as a
financial systems analyst before founding IMS Capital Management, Inc. Mr.
Marker is regularly quoted by the press and has been published in the Dick Davis
Digest, the Wall Street Transcript, several newspapers and magazines, and has
appeared on the PBS television program, Serious Money.


                                     - 10 -


<PAGE>

      The Fund is responsible for the payment of all organizational and
operating expenses of the Fund, including brokerage fees and commissions; taxes
or governmental fees; interest; fees and expenses of the non-interested person
trustees; clerical and shareholder service staff salaries; office space and
other office expenses; fees and expenses incurred by the Fund in connection with
membership in investment company organizations; legal, auditing and accounting
expenses; expenses of registering shares under federal and state securities
laws; insurance expenses; fees and expenses of the custodian, transfer agent,
dividend disbursing agent, shareholder service agent, administrator, accounting
and pricing services agent and underwriter of the Fund; expenses, including
clerical expenses, of issue, sale, redemption or repurchase of shares of the
Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's shareholders; the cost of
printing or preparing statements, reports or other documents to shareholders;
expenses of shareholders' meetings and proxy solicitations; and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will only be liable for organizational
expenses when the Fund reaches $10,000,000 in assets or when the Fund has been
in existence for at least one year.

      The Fund retains AmeriPrime Financial Services, Inc. (the "Administrator")
to manage the Fund's business affairs and provide the Fund with administrative
services, including all regulatory reporting and necessary office equipment,
personnel and facilities. The Administrator receives a monthly fee from the Fund
equal to an annual average rate of 0.10% of the Fund's average daily net assets
up to fifty million dollars, 0.075% of the Fund's average daily net assets from
fifty to one hundred million dollars and 0.050% of the Fund's average daily net
assets over one hundred million dollars (subject to a minimum annual payment of
$30,000). In addition, the Advisor will reimburse the Administrator for
organizational expenses advanced by the Administrator. The Fund retains American
Data Services, Inc., 24 West Carver Street, Huntington, New York 11743 (the
"Transfer Agent") to serve as transfer agent, dividend paying agent and
shareholder service agent. The Trust retains AmeriPrime Financial Securities,
Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 (the
"Distributor") to act as the principal distributor of the Fund's shares. Kenneth
D. Trumpfheller, officer and sole shareholder of the Administrator and the
Distributor, is an officer and trustee of the Trust. The services of the
Administrator, Transfer Agent and Distributor are operating expenses paid by the
Fund.

      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 Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions.


           INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS

      This section contains general information about various types of
securities and investment techniques that the Fund may purchase or employ.

Equity Securities

      The fund will invest primarily in U.S. equity securities consisting of
common stock, preferred stock and common stock equivalents such as convertible


                                     - 11 -


<PAGE>

preferred stock and convertible debentures, rights and warrants. Convertible
preferred stock is preferred stock that can be converted into common stock
pursuant to its terms. Convertible debentures are debt instruments that can be
converted into common stock pursuant to their terms. The Fund will not invest
more that 5% of its net assets 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 (ADRs), provided
the companies have substantial operations in the U.S. and do not exceed 5% of
the Fund's net assets. ADRs 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.

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.


                                     - 12 -


<PAGE>


Investment Techniques

      General

      The Fund, on occasion, may write covered call options on securities held
within the portfolio, for income purposes, provided that such investments do not
exceed 5% of the Fund's net assets. The Fund may not engage in short sales
of any kind. For income purposes, the Fund may lend its portfolio securities
from time to time, provided that such transactions do not exceed 5% of the
Fund's net assets.

      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 a U.S. Government obligation (which may be of any maturity) and the seller
agrees to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not
more than seven days from the date of purchase). Any repurchase transaction in
which 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 Star Bank, N.A. (the
Fund's Custodian), other banks with assets of $1 billion or more and
registered securities dealers determined by the Advisor (subject to review by
the Board of Trustees) to be creditworthy. The Advisor monitors the
creditworthiness of the banks and securities dealers with which the Fund engages
in repurchase transactions.
 

                              GENERAL INFORMATION

      Fundamental Policies. The investment limitations set forth in the
Statement of Additional Information as fundamental policies may not be changed
without the affirmative vote of the majority of the outstanding shares of the
Fund. The investment objective of the Fund may be changed without the
affirmative vote of a majority of the outstanding shares of the Fund. Any such
change may result in the Fund having an investment objective different from the
objective which the shareholders considered appropriate at the time of
investment in the Fund.

      Portfolio Turnover. The Fund does not intend to purchase or sell
securities for short term trading purposes. However, if the objectives of the
Fund would be better served, short-term profits or losses may be realized from
time to time. It is anticipated that the Fund will hold most securities from 1
to 5 years at a time and that portfolio turnover will average less than 45%.

      Shareholder Rights. 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.


                             PERFORMANCE INFORMATION

      The Fund may periodically advertise "average annual total return." The
"average annual total return" of the Fund refers to the average annual
compounded rate of return over the stated period that would equate an initial

                                     - 13 -


<PAGE>

amount invested at the beginning of a stated period to the ending redeemable
value of the investment. The calculation of "average annual total return"
assumes the reinvestment of all dividends and distributions.

      The Fund may also periodically advertise its total return over various
periods in addition to the value of a $10,000 investment (made on the date of
the initial public offering of the Fund's shares) as of the end of a specified
period. The "total return" for the Fund refers to the percentage change in the
value of an account between the beginning and end of the stated period, assuming
no activity in the account other than reinvestment of dividends and capital
gains distributions.

       The Fund may also include in advertisements data comparing performance
with other mutual funds as reported in non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations and publications that monitor the performance of mutual funds
(such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or
Barron's). Performance information may be quoted numerically or may be presented
in a table, graph or other illustration. In addition, Fund performance may be
compared to well-known indices of market performance including the Standard &
Poor's (S&P) 500 Index or the Dow Jones Industrial Average.

      The advertised performance data of the Fund is based on historical
performance and is not intended to indicate future performance. Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained. The
principal value of an investment in the Fund will fluctuate so that a
shareholder's shares, when redeemed, may be worth more or less than the
shareholder's original investment.

Investment Advisor                        Administrator
IMS Capital Management, Inc.              AmeriPrime Financial Services, Inc.
10159 S.E. Sunnyside Road, Suite 330      1793 Kingswood Drive, Suite 200
Portland, Oregon 97015                    Southlake, Texas  76092

Custodian                                 Distributor
Star Bank, N.A.                           AmeriPrime Financial Securities, Inc.
P.O. Box 641082                           1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45264                   Southlake, Texas  76092

Transfer Agent (all purchase and          Independent Auditors
redemption requests)                      McCurdy & Associates CPA's, Inc.
American Data Services, Inc.              27955 Clemens Road
24 West Carver Street                     Westlake, Ohio  44145
Huntington, New York  11743

No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell its
shares in any state to any person to whom it is unlawful to make such offer in
such state.

                                     - 14 -


<PAGE>


                                TABLE OF CONTENTS                          PAGE


SUMMARY OF FUND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 2
      Shareholder Transaction Expenses . . . . . . . . . . . . . . . . . . . 2
      Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . . 2

THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INVESTMENT OBJECTIVE AND STRATEGIES. . . . . . . . . . . . . . . . . . . . . 3

HOW TO INVEST IN THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . 5
      Initial Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
            By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
            By Wire. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
      Additional Investments . . . . . . . . . . . . . . . . . . . . . . . . 6
      Automatic Investment Plan. . . . . . . . . . . . . . . . . . . . . . . 6
      Tax Sheltered Retirement Plans . . . . . . . . . . . . . . . . . . . . 7
      Other Purchase Information . . . . . . . . . . . . . . . . . . . . . . 7

HOW TO REDEEM SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
      By Mail. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
      By Telephone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
      Additional Information . . . . . . . . . . . . . . . . . . . . . . . . 8

SHARE PRICE CALCULATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

DIVIDENDS AND DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 9

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

OPERATION OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS . . . . . . . . . 11
      Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
      Fixed Income Securities. . . . . . . . . . . . . . . . . . . . . . . . 12
            Corporate Debt Securities -  . . . . . . . . . . . . . . . . . . 12
            U.S. Government Obligations. . . . . . . . . . . . . . . . . . . 12
      Investment Techniques. . . . . . . . . . . . . . . . . . . . . . . . . 13
            General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      Fundamental Policies . . . . . . . . . . . . . . . . . . . . . . . . . 13
      Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 13

PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 13




<PAGE>




   
                    CARL DOMINO EQUITY INCOME FUND


                  STATEMENT OF ADDITIONAL INFORMATION


                             March 1, 1997










     This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus of Carl Domino Equity Income Fund dated
March 1, 1997. A copy of the Prospectus can be obtained by writing the Transfer
Agent at 24 W. Carver Street, Huntington, New York 11743, or by calling
1-800-506-9922.

    






<PAGE>


                  STATEMENT OF ADDITIONAL INFORMATION


                           TABLE OF CONTENTS

                                                                   PAGE


DESCRIPTION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . .   1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
 CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .   1

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

THE INVESTMENT ADVISER. . . . . . . . . . . . . . . . . . . . . . .   8

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

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

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

INVESTMENT PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . .  11

CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

TRANSFER AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . .  12

ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12



                                     - i -

<PAGE>


DESCRIPTION OF THE TRUST

   
     Carl Domino Equity Income Fund (the "Fund") was organized as a series of
AmeriPrime Funds (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 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.
    

     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.

   
     As of December 2, 1996, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund: Carl Domino Associates, L.P., 580
Village Blvd., Suite 225, West Palm Beach, Florida - 5.29%; Carl Domino
Associates Profit Sharing Trust - 63.73%; Frank and Josephine Fava, 12 Liberty
Ridge Trail, Totowa, New Jersey - 7.37%.
    

   
     As of December 2, 1996, Carl Domino Associates, L.P., a Delaware limited
partnership, and its Profit Sharing Trust may be deemed to control the Fund as a
result of their beneficial ownership of shares of the Fund. As of December 2,
1996, the officers and trustees as a group may be deemed to beneficially own
2.64% of the Fund.
    

     For information concerning the purchase and redemption of shares of the
Fund, see "How to Invest in the Fund" 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 "Share Price Calculation" 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, as described in the
Prospectus (see "Investment Objectives and Strategies" and "Investment Policies
and Techniques and Risk Considerations").

     A. Equity Securities. Equity securities include common stock, preferred
stock and common stock equivalents (such as convertible preferred stock, rights
and warrants). Convertible


                                     - 1 -


<PAGE>

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 each of the following: rights, warrants, or convertible
preferred stocks.

     B.   Repurchase Agreements.  A repurchase agreement is a short-term
investment in which the purchaser (i.e., the Fund) acquires ownership of a U.S.
Government obligation (which may be of any maturity) and the seller agrees to
repurchase the obligation at a future time at a set price, thereby determining
the yield during the purchaser's holding period (usually not more than seven
days from the date of purchase).  Any repurchase transaction in which 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 the Custodian, other
banks with assets of $1 billion or more and registered securities dealers
determined by the Adviser (subject to review by the Board of Trustees) to be
creditworthy.  The Adviser monitors the creditworthiness of the banks and
securities dealers with which the Fund engages in repurchase transactions, and
the Fund will not invest more than 5% of its net assets in  repurchase
agreements.

     C. Illiquid Securities. The portfolio of the Fund may contain illiquid
securities. Illiquid securities generally include securities which cannot be
disposed of promptly and in the ordinary course of business without taking a
reduced price. Securities may be illiquid due to contractual or legal
restrictions on resale or lack of a ready market. The following securities are
considered to be illiquid: repurchase agreements maturing in more than seven
days, nonpublicly offered securities and restricted securities. The Fund will
not invest more than 5% of its net assets in illiquid securities.

     D. Other Investment Companies. The Fund is permitted to invest up to 5% of
its net assets in other investment companies at any time. The Fund will not
purchase more than 3% of the outstanding voting stock of any investment company.
If the Fund acquires securities of another investment company, the shareholders
of the Fund will be subject to duplicative management fees.

     E. Foreign Securities. The Fund may invest in foreign equity securities
including common stock, preferred stock and common stock equivalents issued by
foreign companies, and foreign fixed income securities. Foreign fixed income
securities include corporate debt obligations issued by foreign companies and
debt obligations of foreign governments or international organizations. This
category may include floating rate obligations, variable rate obligations,
Yankee dollar obligations (U.S. dollar denominated obligations issued by foreign
companies and traded on U.S. markets) and Eurodollar obligations (U.S. dollar
denominated obligations issued by foreign companies and traded on foreign
markets).

          Foreign government obligations generally consist of debt securities
supported by national, state or provincial governments or similar political
units or governmental agencies. Such obligations may or may not be backed by the
national government's full faith and credit and general taxing powers.
Investments in foreign securities also include obligations issued by
international organizations. International organizations include entities
designated or supported by governmental


                                     - 2 -

<PAGE>


entities to promote economic reconstruction or development as well as
international banking institutions and related government agencies. Examples
are the International Bank for Reconstruction and Development (the World Bank),
the European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank. In addition, investments in foreign securities
may include debt securities denominated in multinational currency units of an
issuer (including international issuers). An example of a multinational
currency unit is the European Currency Unit. A European Currency Unit
represents specified amounts of the currencies of certain member states of the
European Economic Community, more commonly known as the Common Market.

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

     F. When Issued Securities and Forward Commitments. The Fund may buy and
sell securities on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The price and interest rate that will be
received on the securities are each fixed at the time the buyer enters into the
commitment. The Fund may enter into such forward commitments if they hold, and
maintain until the settlement date in a separate account at the Fund's
Custodian, cash or U.S. government securities in an amount sufficient to meet
the purchase price. Forward commitments involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date. Any change
in value could increase fluctuations in the Fund's share price and yield.
Although the Fund will generally enter into forward commitments with the
intention of acquiring securities for its portfolio, the Fund may dispose of a
commitment prior to the settlement if the Adviser deems it appropriate to do so.

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



                                     - 3 -


<PAGE>


     H.   Financial Services Industry Obligations.  The Fund may invest up to
5% of its net assets in each of the following obligations of the financial
services industry:

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

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

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

     I. Option Transactions. The Fund may engage in option transactions
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. A writer of an option may terminate the obligation prior to
expiration of the option by making an offsetting purchase of an identical
option. Options are traded on organized exchanges and in the over-the-counter
market. Options on securities which the Fund sells (writes) will be covered or
secured, which means that it will own the underlying security (for a call
option); will segregate with the Custodian high quality liquid debt obligations
equal to the option exercise price (for a put option); or (for an option on a
stock index) will hold a portfolio of securities substantially replicating the
movement of the index (or, to the extent it does not hold such a portfolio, will
maintain a segregated account with the Custodian of high quality liquid debt
obligations equal to the market value of the option, marked to market daily).
When the Fund writes options, it may be required to maintain a margin account,
to pledge the underlying securities or U.S. government obligations or to deposit
liquid high quality debt obligations in a separate account with the Custodian.

     The purchase and writing of options involves certain risks; for example,
the possible inability to effect closing transactions at favorable prices and an
appreciation limit on the securities set aside for settlement, as well as (in
the case of options on a stock index) exposure to an indeterminate liability.
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. When the Fund writes a covered
call


                                     - 4 -

<PAGE>


option, it will receive a premium, but it will give up the opportunity to
profit from a price increase in the underlying security above the exercise price
as long as its obligation as a writer continues, and it will retain the risk of
loss should the price of the security decline. When the Fund writes a covered
put option, it will receive a premium, but it will assume the risk of loss
should the price of the underlying security fall below the exercise price. When
the Fund writes a covered put option on a stock index, it will assume the risk
that the price of the index will fall below the exercise price, in which case
the Fund may be required to enter into a closing transaction at a loss. An
analogous risk would apply if the Fund writes a call option on a stock index and
the price of the index rises above the exercise price.

     J. STRIPS. The Federal Reserve creates STRIPS (Separate Trading of
Registered Interest and Principal of Securities) by separating the coupon
payments and the principal payment from an outstanding Treasury security and
selling them as individual securities. To the extent the Fund purchases the
principal portion of the STRIP, the Fund will not receive regular interest
payments. Instead they are sold at a deep discount from their face value. The
Fund will accrue income on such STRIPS for tax and accounting purposes, in
accordance with applicable law, which income is distributable to shareholders.
Because no cash is received at the time such income is accrued, the Fund may be
required to liquidate other portfolio securities to satisfy its distribution
obligations. Because the principal portion of the STRIP does not pay current
income, its price can be very volatile when interest rates change. In
calculating its dividend, the Fund takes into account as income a portion of the
difference between the principal portion of the STRIP's purchase price and its
face value.


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 this 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, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

     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


                                     - 5 -


<PAGE>


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 this
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 are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

     5. Commodities. The 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 nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

     7.   Concentration.  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.



                                     - 6 -

<PAGE>


     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
(including reverse repurchase agreements) representing more than 5% of its
total assets are outstanding.  The Fund will not enter into 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, futures contracts, short sales and other permitted
investments and techniques.

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

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

     vi.  Repurchase Agreements.  The Fund will not invest more than 5% of its
net assets in repurchase agreements.

     vii. Illiquid Investments.  The Fund will not invest more than 5% of its
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.

   
    


THE INVESTMENT ADVISER

     The Fund's investment adviser is Carl Domino Associates, L.P., 580 Village
Blvd., Suite 225, West Palm Beach, Florida  33409.  Carl Domino, Inc. and CW
Partners may both be deemed to control the Adviser due to their respective
share of ownership of the Adviser.

   
     Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of the non-interested person trustees and extraordinary expenses. As
compensation for its management services and agreement to pay the Fund's
expenses, the Fund is obligated to pay the Adviser a fee computed and accrued
daily and paid monthly at an annual rate of 1.50% of the average daily net
assets of the Fund. The Adviser may waive all or part of its fee, at any time,
and at its sole discretion, but such action shall not obligate the Adviser to
waive any fees in the future. For the period November 6, 1995 (commencement of
operations) through October 31, 1996, the Fund paid advisory fees of $11,548.
    



                                     - 7 -

<PAGE>


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

     The Adviser may make payments to banks or other financial institutions that
provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. 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 names of the Trustees and executive officers of the Trust are shown
below. Each Trustee who is an "interested person" of the Trust, as defined in
the Investment Company Act of 1940, is indicated by an asterisk.

<TABLE>
<S>                          <C>                      <C>
Name, Age and Address        Position                 Principal Occupations During Past 5 Years

* Kenneth D. Trumpfheller    President and Trustee    President,  Treasurer and Secretary
Age:  38                                              of AmeriPrime Financial Services, Inc.,
1793 Kingswood Drive                                  the Fund's administrator, and
Suite 200                                             AmeriPrime Financial Securities, Inc.,
Southlake, Texas  76092                               the Fund's distributor.  Prior to
                                                      December, 1994, a senior client
                                                      executive with SEI Financial Services.

Kelli D. Shomaker, C.P.A.    Secretary, Treasurer     Manager of Compliance of AmeriPrime
Age:  34                                              Financial  Services, Inc.; Vice
1793 Kingswood Drive                                  President, Chief Accounting Officer,
Suite 200                                             Treasurer and Controller of United
Southlake, Texas  76092                               Services Advisors, Inc. and United
                                                      Services Insurance Funds from 1994 to
                                                      1995; Vice President, Chief Accounting
                                                      Officer, Treasurer, and Controller of
                                                      Accolade Funds and Pauze/Swanson United
                                                      Services Funds from 1993 to 1995;
                                                      Controller from 1987 to 1995 and Vice
                                                      President, Chief Accounting Officer and
                                                      Treasurer from 1990 to 1995 of United
                                                      Services Funds; Director of Security Trust
                                                      & Financial Company from 1993 to 1995.


Steve L. Cobb                Trustee                  President of Clare Energy, Inc., oil
Age:  39                                              and gas exploration company; International
140 Mockingbird Lane                                  Marketing Manager of Carbo Ceramics Inc.,
Coppell, Texas  76019                                 oil field manufacturing/supply company.




                                     - 8 -


<PAGE>


Gary E. Hippenstiel          Trustee                  Vice President and Chief Investment Officer
Age:  49                                              of Legacy Trust Company; President and
600 Jefferson Street                                  Director of Heritage Trust Company
Houston, Texas  70002                                 from 1994 to 1996; Vice President and
                                                      Chief Investment Officer of Legacy Trust
                                                      Company;  Vice President and Manager of
                                                      Investments of Kanaly Trust Company from
                                                      1988 to 1992.
</TABLE>


     The  compensation  paid to the  Trustees of the Trust for the period  ended
October 31, 1996 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.  The
Adviser voluntarily reimbursed the Fund for Trustee fees paid for the period
ended October 31, 1996.


<TABLE>
<S>                           <C>                 <C>
                                Aggregate            Total Compensation
                              Compensation        from Trust (the Trust is
Name                           from Trust          not in a Fund Complex)

Kenneth D. Trumpfheller              0                          0

Steve L. Cobb                   $4,000                     $4,000

Gary E. Hippenstiel             $4,000                     $4,000
</TABLE>
    

   
    

PORTFOLIO TRANSACTIONS AND BROKERAGE

     Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for the Fund's portfolio decisions and the placing of the
Fund's portfolio transactions. In placing portfolio transactions, the Adviser
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 Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.

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

   
     Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analyses of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Adviser in connection with its services to the Fund.
Although research services and other information are useful to the Fund


                                     - 9 -

<PAGE>


and the Adviser, it is not possible to place a dollar value on the research and
other information received. It is the opinion of the Board of Trustees and the
Adviser that the review and study of the research and other information will
not reduce the overall cost to the Adviser of performing its duties to the
Fund under the Agreement.  Due to research services provided by brokers, the
Fund directed to brokers $1,726,671 of brokerage transactions (on which
commissions were $2,482) during the period November 6, 1995 (commencement of
operations) through October 31, 1996.
    

     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 Adviser'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 period November 6, 1995 (commencement of operations) through
October 31, 1996, the Fund paid brokerage commissions of $2,617.
    


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,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. For a description of the methods used to determine
the net asset value (share price), see "Share Price Calculation" in the
Prospectus.


INVESTMENT PERFORMANCE

     "Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public offering
through the end of the Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

                                   n
                             P(1+T) = 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.



                                     - 10 -

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 period
December 4, 1995 (commencement of operations in accordance with the Fund's
objective) through October 31, 1996, the Fund's average annual total return
was 23.31%, annualized.
    

     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

     Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian of
the Fund's investments. The Custodian acts as the Fund's depository, safekeeps
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.


TRANSFER AGENT

   
     American Data Services, Inc. ("ADS"), 24 W. Carver Street, Huntington, New
York 11743, acts as the 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 the Fund's
shares, acts as dividend and distribution disbursing agent and performs other
accounting and shareholder service functions. In addition, ADS provides the Fund
with certain monthly reports, record-keeping and other management-related
services. For the period November 6, 1995 (commencement of operations) through
October 31, 1996, ADS received $17,600 from the Adviser (not the Fund) for these
services.
    



                                     - 11 -

<PAGE>


ACCOUNTANTS

   
     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending October 31, 1997. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
    


DISTRIBUTOR

     AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, 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 auditor's report required to be
included in this Statement of Additional Information are incorporated herein by
reference to the Trust's Annual Report to Shareholders for the period ended
October 31, 1996. The Trust will provide the Annual Report without charge by
calling the Fund at 1-800-506-9922.
    






                                     - 12 -


<PAGE>







                         FOUNTAINHEAD SPECIAL VALUE FUND




                       STATEMENT OF ADDITIONAL INFORMATION



                               December 23, 1996










     This Statement of Additional Information is not a prospectus.  It should be
read in  conjunction  with the  Prospectus  of  Fountainhead Special Value Fund
dated December 23,  1996.  A copy of the  Prospectus  can be obtained by writing
the Transfer Agent at 24 W. Carver Street, Huntington, New York 11743, or by 
calling 1-800-868-9535.













<PAGE>


                  STATEMENT OF ADDITIONAL INFORMATION


                           TABLE OF CONTENTS


<TABLE>
<S>                                                              <C> 

                                                                   PAGE


DESCRIPTION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . .   1

ADDITIONAL INFORMATION ABOUT FUND
INVESTMENTS AND RISK CONSIDERATIONS . . . . . . . . . . . . . . . .   1

INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . .   6

THE INVESTMENT ADVISOR. . . . . . . . . . . . . . . . . . . . . . .   8

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . .   9

PORTFOLIO TRANSACTIONS AND BROKERAGE. . . . . . . . . . . . . . . .  10

DETERMINATION OF SHARE PRICE. . . . . . . . . . . . . . . . . . . .  11

INVESTMENT PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . .  11

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

TRANSFER AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . .  12

ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . .  12

</TABLE>


<PAGE>


DESCRIPTION OF THE TRUST

     Fountainhead  Special Value  Fund  (the  "Fund")  was  organized  as  a  
series  of AmeriPrime  Funds (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 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 four  series  currently authorized by the Trustees.

     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.

     For  information  concerning  the purchase and  redemption of shares of the
Fund,  see "How to Invest in the Fund" 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 "Share  Price  Calculation"  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, as  described  in the
Prospectus (see "Investment  Objectives and Strategies" and "Investment Policies
and Techniques and Risk Considerations").

     A. Equity  Securities.  Equity securities  include common stock,  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 rights or warrants.

     B.   Repurchase Agreements.  A repurchase agreement is a short-term
investment in which the purchaser (i.e., the Fund) acquires ownership of a U.S.
Government obligation (which may be of any maturity) and the seller agrees to 
repurchase the obligation at a future time at a set price, thereby determining 
the yield during the purchaser's holding period (usually not more than seven 


<PAGE>




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 the Custodian, other 
banks with assets of $1 billion or more and registered securities dealers 
determined by the Advisor (subject to review by the Board of Trustees) to be 
creditworthy.  The Advisor monitors the creditworthiness of the banks and
securities dealers with which the Fund engages in repurchase transactions, and 
the Fund will not invest more than 5% of its net assets in  repurchase 
agreements.

     C. Reverse Repurchase  Agreements.  Reverse  repurchase  agreements involve
sales of portfolio securities by the Fund to member banks of the Federal Reserve
System or recognized  securities dealers,  concurrently with an agreement by the
Fund to repurchase the same  securities at a later date at a fixed price,  which
is generally  equal to the original sales price plus interest.  The Fund retains
record ownership and the right to receive interest and principal payments on the
portfolio security involved. The Fund's objective in such a transaction would be
to obtain funds to pursue additional investment  opportunities whose yield would
exceed the cost of the reverse  repurchase  transaction.  Generally,  the use of
reverse  repurchase  agreements  should reduce  portfolio  turnover and increase
yield.

          In connection with each reverse  repurchase  agreement,  the Fund will
direct its Custodian to place cash or U.S. government  obligations in a separate
account in an amount equal to the repurchase  price.  In the event of bankruptcy
or other  default by the  purchaser,  the Fund could  experience  both delays in
repurchasing the portfolio securities and losses.

     D.  Illiquid  Securities.  The  portfolio of the Fund may contain  illiquid
securities.  Illiquid  securities  generally include  securities which cannot be
disposed of promptly and in the  ordinary  course of business  without  taking a
reduced  price.   Securities  may  be  illiquid  due  to  contractual  or  legal
restrictions on resale or lack of a ready market.  The following  securities are
considered  to  be  illiquid:   repurchase  agreements  and  reverse  repurchase
agreements maturing in more than seven days,  nonpublicly offered securities and
restricted  securities.  The Fund will not invest more than 5% of its net assets
in illiquid securities.

     E.  Mortgage-Related   Securities.   Mortgage-related   securities  include
securities  representing  interests in a pool of  mortgages.  These  securities,
including  securities  issued by FNMA,  GNMA and the Federal Home Loan  Mortgage
Corporation,  provide  investors  with payments  consisting of both interest and
principal as the mortgages in the underlying mortgage pools are repaid. The Fund
will only invest in pools of mortgage  loans  assembled for sale to investors by
agencies  or  instrumentalities  of the  U.S.  government  and  will  limit  its
investment  to 5% of its  net  assets.  Unscheduled  or  early  payments  on the
underlying mortgages may shorten the securities' effective maturities.

          Other types of securities representing interests in a pool of mortgage
loans are known as collateralized  mortgage  obligations  (CMOs) and real estate
mortgage  investment conduits (REMICs) and multi-class  pass-throughs.  CMOs and
REMICs are debt instruments  collateralized  by pools of mortgage loans or other
mortgage-backed  securities.  Multi-class  pass-through  securities  are  equity
interests  in a trust  composed  of  mortgage  loans  or  other  mortgage-backed
securities.


<PAGE>




Payments of principal and interest on underlying collateral provides the  funds 
to  pay  debt  service  on  the  CMO  or  REMIC  or  make  scheduled 
distributions  on the multi-class  pass-through  securities.  The Fund will only
invest in CMOs,  REMICs and multi-class  pass-through  securities  (collectively
"CMOs"  unless  the  context   indicates   otherwise)   issued  by  agencies  or
instrumentalities of the U.S. government (such as the Federal Home Loan Mortgage
Corporation).  Neither Fund will invest in "stripped" CMOs, which represent only
the income portion or the principal portion of the CMO.

          CMOs are issued  with a variety of classes or  "tranches,"  which have
different maturities and are often retired in sequence.  One or more tranches of
a CMO may have coupon rates which reset  periodically  at a specified  increment
over an  index  such as the  London  Interbank  Offered  Rate  ("LIBOR").  These
"floating rate CMOs,"  typically are issued with lifetime "caps" on their coupon
rate,  which means that there is a ceiling  beyond which the coupon rate may not
be  increased.  The yield of some  floating  rate  CMOs  varies in excess of the
change in the  index,  which  would  cause  the value of such CMOs to  fluctuate
significantly once rates reach the cap.

          REMICs,  which have  elected to be treated as such under the  Internal
Revenue  Code,  are private  entities  formed for the purpose of holding a fixed
pool of mortgages secured by an interest in real property. REMICs are similar to
CMOs in that they issue multiple classes of securities.  As with other CMOs, the
mortgages  which  collateralize  the REMICs in which a Fund may  invest  include
mortgages backed by GNMA certificates or other mortgage  pass-throughs issued or
guaranteed by the U.S. government, its agencies or instrumentalities.

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

     F.  Foreign  Securities.  The Fund may invest up to 5% of its net assets at
the time of  purchase  in foreign  equity  securities  including  common  stock,
preferred stock and common stock equivalents  issued by foreign  companies,  and
foreign  fixed  income  securities.  Foreign  fixed  income  securities  include
corporate debt obligations  issued by foreign  companies and debt obligations of
foreign  governments or international  organizations.  This category may include
floating rate obligations,  variable rate obligations, Yankee dollar obligations
(U.S. dollar  denominated  obligations issued by foreign companies and traded on
U.S. markets) and Eurodollar  obligations (U.S. dollar  denominated  obligations
issued by foreign companies and traded on foreign markets).



<PAGE>


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

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

     G. Option  Transactions.  Up to 5% of the Fund's net assets may be invested
in option transactions  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. A writer of an option may terminate the
obligation prior to expiration of the option by making an offsetting purchase of
an  identical  option.  Options  are traded on  organized  exchanges  and in the
over-the-counter  market.  Options on securities  which the Fund sells  (writes)
will be covered or secured, which means that it will own the underlying security
(for a call option);  will segregate with the Custodian high quality liquid debt
obligations  equal to the option  exercise price (for a put option);  or (for an
option on a stock  index)  will hold a  portfolio  of  securities  substantially
replicating the movement of the index (or, to the extent it does not hold such a
portfolio, will


<PAGE>




maintain a segregated account with the Custodian of high quality liquid  debt  
obligations  equal to the market  value of the  option,  marked to market 
daily).  When the Fund writes  options,  it may be required to maintain a
margin  account,  to  pledge  the  underlying   securities  or  U.S.  government
obligations  or to deposit  liquid high quality debt  obligations  in a separate
account with the Custodian.

     The purchase and writing of options  involves  certain risks;  for example,
the possible inability to effect closing transactions at favorable prices and an
appreciation  limit on the securities set aside for  settlement,  as well as (in
the case of options on a stock index)  exposure to an  indeterminate  liability.
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.  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.  When the Fund writes a covered
put  option,  it will  receive a  premium,  but it will  assume the risk of loss
should the price of the underlying  security fall below the exercise price. When
the Fund writes a covered put option on a stock  index,  it will assume the risk
that the price of the index will fall below the  exercise  price,  in which case
the Fund may be  required  to enter  into a closing  transaction  at a loss.  An
analogous risk would apply if the Fund writes a call option on a stock index and
the price of the index rises above the exercise price.

     H.  Hedging  Transactions.  The  Fund may  hedge  all or a  portion  of its
portfolio  investments  through the use of options and  futures  contracts.  The
objective  of the  hedging  program is to protect a profit or offset a loss in a
portfolio security from future price erosion or to assure a definite price for a
security by acquiring  the right or option to purchase or to sell a fixed amount
of the security at a future date.  For  example,  in order to hedge  against the
risk that the value of the Fund's  portfolio  securities  may decline,  the fund
might sell futures contracts on stock indices. When hedging of this character is
successful,  any  depreciation in the value of the hedged  portfolio  securities
will be  substantially  offset by an increase in the Fund's  equity in the stock
index futures position.

          There is no assurance  that the objective of the hedging  program will
be  achieved,  since the  success of the program  will  depend on the  Advisor's
ability to predict the future direction of the relevant security or stock index,
and incorrect predictions by the Advisor may have an adverse effect on the Fund.
In this regard,  skills and techniques  necessary to arrive at such  predictions
are different from those needed to predict price changes in individual stocks.

          A stock index  futures  contract is a binding  contractual  commitment
which  involves the payment or receipt of payments  representing,  respectively,
the loss or gain of a specified market index.  Ordinarily,  the Fund would enter
into stock index futures  contracts to hedge its  investments  in common stocks.
Futures  contracts  are  traded  on  exchanges  licensed  and  regulated  by the
Commodity  Futures  Trading  Commission.   The  Fund  will  be  subject  to  any
limitations  imposed by the exchanges with respect to futures  contracts trading
and positions.  A clearing  corporation  associated with the particular exchange
assumes  responsibility for all purchases and sales and guarantees  delivery and
payment  on the  contracts.  Although  most  futures  contracts  call for actual


<PAGE>





delivery or acceptance of the underlying  securities or currency,  in most cases
the contracts are closed out before settlement date without the making or taking
of  delivery.  Closing  out is  accomplished  by  entering  into  an  offsetting
transaction,  which may result in a profit or a loss. There is no assurance that
the Fund will be able to close out a particular futures contract.

          A hedging strategy  involving  options and futures  contracts  entails
some risks. For example, the total premium paid for an option may be lost if the
Fund does not  exercise the option or futures  contract,  or the writer does not
perform his obligations. It is also possible that the futures contracts selected
by the Fund will not follow the price movement of the underlying stock index. If
this occurs,  the hedging strategy may not be successful.  Further,  if the Fund
sells a stock index futures  contract and is required to pay an amount  measured
by any  increase  in the market  index,  it will be exposed to an  indeterminate
liability.  In  addition,  a  liquid  secondary  market  may not  exist  for any
particular option or futures contract at any specific time.

          The Fund will incur transactional costs in connection with the hedging
program.  When the Fund purchases or sells a futures contract, an amount of cash
and liquid  assets will be deposited  in a  segregated  account with the Trust's
Custodian to guarantee  performance of the futures contract.  The amount of such
deposits will depend upon the  requirements of each exchange and broker and will
vary with each futures  contract.  Because open futures  contract  positions are
marked to market and gains and losses are settled on a daily basis, the Fund may
be required to deposit  additional funds in such a segregated  account if it has
incurred a net loss on its open futures contract positions on any day.

          The Trust  has filed a  supplemental  notice of  eligibility  with the
Commodity Futures Trading Commission ("CFTC") to claim relief from regulation as
a commodity "pool" within the meaning of the CFTC's regulations.  In its filing,
the Trust has represented that the Fund's transactions in futures contracts will
constitute bona fide hedging transactions within the meaning of such regulations
and that the Fund will enter into  commitments  which  require as  deposits  for
initial margin for futures contracts no more than 5% of the fair market value of
its assets.

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

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


<PAGE>




which may be  deposited as  collateral  or  allocated to the  segregated
account,  are not deemed fundamental and may be changed by the Board of Trustees
without the vote of the Fund's shareholders.

     J. Corporate Debt Securities.  Corporate debt securities are bonds or notes
issued by  corporations  and other business  organizations,  including  business
trusts,  in order to finance  their  credit  needs.  Corporate  debt  securities
include  commercial  paper which  consist of short term (usually from one to two
hundred seventy days) unsecured promissory notes issued by corporations in order
to finance their current operations.

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 this 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, provided that the Fund has an asset coverage of
300% for all  borrowings  and  repurchase  commitments  of the Fund  pursuant to
reverse repurchase transactions.

     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  this
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 are secured by or  represent  interests  in real estate.  This limitation 
does not preclude the Fund from investing in mortgage-related  securities or 


<PAGE>



investing in companies  engaged in the real estate business or have a 
significant  portion of their assets in real estate (including real estate 
investment trusts).

     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  nonpublicly  offered  debt  securities.  For  purposes  of  this
limitation,  the term "loans"  shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

     7.  Concentration.  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
(including reverse repurchase agreements) representing more than 5% of its 
total assets are outstanding.  The Fund will not invest more than 5% of its net
assets in reverse repurchase agreements.



<PAGE>

     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,   futures   contracts,   short  sales  and  other  permitted
investments and techniques.

     iv.  Short Sales.  The Fund will not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in kind and 
amount to the securities sold short.

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

     vi.  Repurchase Agreements.  The Fund will not invest more than 5% of its
net assets in repurchase agreements.

     vii. Illiquid Investments.  The Fund will not invest more than 5% of its 
net assets in securities for which there are legal or contractual restrictions
on resale and other illiquid securities.

THE INVESTMENT ADVISOR

     The Fund's  investment  advisor is Jenswold,  King & Associates,  Inc., Two
Post  Oak  Central,  1980  Post  Oak  Boulevard,   Suite  2400,  Houston,  Texas
77056-3898.  Roger E.  King may be  deemed  to be a  controlling  person  of the
Advisor due to his ownership of a majority of its shares.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of the non-interested  person trustees and extraordinary  expenses.  As
compensation  for its  management  services  and  agreement  to pay  the  Fund's
expenses,  the Fund is  obligated  to pay the Advisor a fee computed and accrued
daily and paid  monthly  at an  annual  rate of 1.75% 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.

     The Advisor retains the right to use the name  "Fountainhead" 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  "Fountainhead"
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.   The
Glass-Steagall   Act   prohibits   banks  from   engaging  in  the  business  of
underwriting,  selling or  distributing  securities.  Although the scope of this
prohibition  under the  Glass-Steagall  Act has not been clearly  defined by the
courts or appropriate regulatory agencies,  management of the Fund believes that
the  Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law  expressed  herein and banks and  financial  institutions  may be
required to register as dealers pursuant to state law. If a bank were prohibited
from  continuing  to perform all or a part of such  services,  management of the
Fund  believes  that  there  would  be no  material  impact  on the  Fund or its
shareholders.  Banks may charge their customers








<PAGE>



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



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

 Name, Age and Address       Position                     Principal Occupations During Past 5 Years

*Kenneth D. Trumpfheller     President and Trustee        President,  Treasurer and Secretary of AmeriPrime
Age:  38                                                  Financial Services,  Inc., the Fund's  administrator,
1793 Kingswood Drive                                      and AmeriPrime  Financial  Securities,  Inc.,
Suite 200                                                 the Fund's distributor.  Prior to  December,  1994,
Southlake, Texas  76092                                   a  senior  client  executive  with SEI Financial Service.
     


Kelli D. Shomaker, C.P.A.    Secretary, Treasurer         Manager of Compliance of AmeriPrime Financial Services, Inc.;
Age:  34                                                  Vice President, Chief Accounting Officer,
1793 Kingswood Drive                                      Treasurer and Controller of United Services Advisors, Inc. 
Suite 200                                                 and United  Services  Insurance  Funds from 1994 to 1995;
Southlake, Texas  76092                                   Vice  President, Chief  Accounting  Officer, Treasurer,
                                                          and  Controller  of Accolade  Funds and
                                                          Pauze/Swanson  United Services Funds from 1993 to 1995;
                                                          Controller from 1987 to 1995 and Vice  President, 
                                                          Chief  Accounting  Officer and Treasurer from 1990 to
                                                          1995 of United  Services Funds;  Director of Security Trust
                                                          & Financial Company from 1993 to 1995.



Steve L. Cobb                Trustee                      President of Clare Energy, Inc., oil and gas 
Age:  39                                                  exploration company;  International Marketing  Manager
140 Mockingbird Lane                                      of  Carbo  Ceramics  Inc.,  oil  field  manufacturing/
Coppell, Texas  76019                                     supply company.



Gary E. Hippenstiel          Trustee                      Vice President and Chief Investment  Officer of Legacy 
Age:  49                                                  Trust Company;  President and Director of Heritage
600 Jefferson Street                                      Trust Company from 1994 to 1996;  Vice  President and
Houston, Texas  70002                                     Chief Investment Officer of Legacy Trust Company;
                                                          Vice President and Manager of Investments of Kanaly Trust Company
                                                          from 1988 to 1992.


</TABLE>




    The compensation  paid to the Trustees of the Trust for the fiscal year 
ended October 31, 1996 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.


<PAGE>


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


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                   $4,000                        $4,000

Gary E. Hippenstiel             $4,000                        $4,000

</TABLE>


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.

     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.

     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.


<PAGE>



     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.


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,
President's  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  and Christmas.  For a description of the methods used to determine
the net  asset  value  (share  price),  see  "Share  Price  Calculation"  in the
Prospectus.

INVESTMENT PERFORMANCE

     "Average  annual total  return," as defined by the  Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public  offering
through  the end of the Fund's most recent  fiscal  year) 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.


<PAGE>

     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

     Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian of
the Fund's investments.  The Custodian acts as the Fund's depository,  safekeeps
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.

TRANSFER AGENT

     American Data  Services,  Inc., 24 W. Carver Street,  Huntington,  New York
11743,  acts as the 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 the Fund's
shares,  acts as dividend and  distribution  disbursing agent and performs other
accounting  and  shareholder  service  functions.  In  addition,  American  Data
Services,  Inc.  provides the Fund with certain monthly reports,  record-keeping
and other management-related services.

ACCOUNTANTS

     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending  October 31, 1997.  McCurdy &  Associates  performs an annual
audit  of the  Fund's  financial  statements  and  provides  financial,  tax and
accounting consulting services as requested.

DISTRIBUTOR

     AmeriPrime  Financial  Securities,  Inc., 1793 Kingswood Drive,  Suite 200,
Southlake, Texas 76092, 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.



<PAGE>





                   AIT VISION U.S. EQUITY PORTFOLIO


                  STATEMENT OF ADDITIONAL INFORMATION

   
                             March 1, 1997
    








   
     This Statement of Additional Information is not a prospectus.  It should be
read in  conjunction  with the  Prospectus of AIT Vision U.S.  Equity  Portfolio
dated  March 1, 1997.  A copy of the  Prospectus  can be obtained by writing the
Transfer Agent at 24 W. Carver Street, Huntington, New York 11743, or by calling
1-800-507-9922.
    











<PAGE>


                  STATEMENT OF ADDITIONAL INFORMATION


                           TABLE OF CONTENTS

                                                                   PAGE


DESCRIPTION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . .   1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
 CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .   1

INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . .   2

THE INVESTMENT ADVISER. . . . . . . . . . . . . . . . . . . . . . .   5

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . .   6

PORTFOLIO TRANSACTIONS AND BROKERAGE. . . . . . . . . . . . . . . .   7

DETERMINATION OF SHARE PRICE. . . . . . . . . . . . . . . . . . . .   8

INVESTMENT PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . .   8

CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

TRANSFER AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . .   9

ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9


                                     - i -
<PAGE>


DESCRIPTION OF THE TRUST

     AIT Vision U.S. Equity  Portfolio (the "Fund") was organized as a series of
AmeriPrime  Funds (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 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.

     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.

   
     As of December 2, 1996, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund:  Blanche W. Dupree Trust, 719 Central
Park Blvd., Port Orange, Florida - 9.70%; LBS Capital Management, Inc., 311 Park
Place Blvd., Clearwater, Florida - 57.99%.

     As of  December  2, 1996,  LBS Capital  Management,  Inc.  may be deemed to
control the Fund as a result of its beneficial  ownership of shares of the Fund.
As of December 2, 1996,  the  officers  and trustees as a group may be deemed to
beneficially own 4.94% of the Fund.
    

     For  information  concerning  the purchase and  redemption of shares of the
Fund,  see "How to Invest in the Fund" 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 "Share  Price  Calculation"  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, as  described  in the
Prospectus (see "Investment  Objectives and Strategies" and "Investment Policies
and Techniques and Risk Considerations").

     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



                                     - 1 -

<PAGE>



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.

     Convertible Debentures.  The Adviser considers convertible debentures rated
A or higher by  Standard & Poor's  Corporation  ("S&P") or by Moody's  Investors
Services,  Inc. ("Moody's") to be of investment grade quality.  Investment grade
securities  generally  have  adequate  to strong  protection  of  principal  and
interest  payments.  Convertible  debentures  rated  A  possess  many  favorable
investment  attributes and are considered to be upper-medium  grade obligations.
Securities  rated A may be more susceptible to the adverse effects of changes in
circumstances  and economic  conditions  (changes  that increase long term risk)
than higher rated securities.

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

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 this 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


                                     - 2 -

<PAGE>



time when the borrowing is made. This limitation does not preclude the Fund 
from entering into reverse repurchase transactions, provided that the Fund has 
an asset coverage of 300% for all  borrowings  and  repurchase  commitments of 
the Fund  pursuant to reverse repurchase transactions.

     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  this
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 are
secured by or  represent  interests  in real estate.  This  limitation  does not
preclude the Fund from investing in mortgage-related  securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

     5.  Commodities.  The 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  nonpublicly  offered  debt  securities.  For  purposes  of  this
limitation,  the term "loans"  shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

     7.   Concentration.  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 


                                     - 3 -

<PAGE>


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
(including reverse repurchase agreements) representing more than 5% of its
total assets are outstanding.  The Fund will not enter into 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,   futures   contracts,   short  sales  and  other  permitted
investments and techniques.

     iv.  Short Sales.  The Fund will not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short.

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

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

   
    


THE INVESTMENT ADVISER

     The Fund's investment adviser is Advanced Investment Technology,  Inc., 311
Park Place Blvd., Clearwater,  Florida 34619. Dean S. Barr may be deemed to be a
controlling  person of the  Adviser due to his  ownership  of its shares and his
positions as chief investment officer and chairman of the Adviser.

   
     Under the terms of the management agreement (the "Agreement"),  the Adviser
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of the non-interested  person trustees and extraordinary  expenses.  As
compensation  for its  management  services  and  agreement  to pay  the  Fund's
expenses,  the Fund is  obligated  to pay the Adviser a fee computed and accrued
daily and paid  monthly  at an  annual  rate of 0.70% of the  average  daily net
assets of the Fund.  The  Adviser



                                     - 4 -

<PAGE>


may waive all or part of its fee, at any time, and at its sole  discretion, 
but such action  shall not obligate the Adviser to waive any fees in the
future.  For the period November 6, 1995  (commencement of operations) through
October 31, 1996, the Fund paid advisory fees of $5,944.
    

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

     The Adviser may make payments to banks or other financial institutions that
provide  shareholder   services  and  administer   shareholder   accounts.   The
Glass-Steagall   Act   prohibits   banks  from   engaging  in  the  business  of
underwriting,  selling or  distributing  securities.  Although the scope of this
prohibition  under the  Glass-Steagall  Act has not been clearly  defined by the
courts or appropriate regulatory agencies,  management of the Fund believes that
the  Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law  expressed  herein and banks and  financial  institutions  may be
required to register as dealers pursuant to state law. If a bank were prohibited
from  continuing  to perform all or a part of such  services,  management of the
Fund  believes  that  there  would  be no  material  impact  on the  Fund or its
shareholders.  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 names of the  Trustees  and  executive  officers of the Trust are shown
below.  Each Trustee who is an "interested  person" of the Trust,  as defined in
the Investment Company Act of 1940, is indicated by an asterisk.

<TABLE>
<S>                          <C>                      <C>
Name, Age and Address        Position                 Principal Occupations During Past 5 Years

* Kenneth D. Trumpfheller    President and Trustee    President,  Treasurer and Secretary
Age:  38                                              of AmeriPrime Financial Services, Inc.,
1793 Kingswood Drive                                  the Fund's administrator, and
Suite 200                                             AmeriPrime Financial Securities, Inc.,
Southlake, Texas  76092                               the Fund's distributor.  Prior to
                                                      December, 1994, a senior client
                                                      executive with SEI Financial Services.

Kelli D. Shomaker, C.P.A.    Secretary, Treasurer     Manager of Compliance of AmeriPrime
Age:  34                                              Financial  Services, Inc.; Vice
1793 Kingswood Drive                                  President, Chief Accounting Officer,
Suite 200                                             Treasurer and Controller of United
Southlake, Texas  76092                               Services Advisors, Inc. and United
                                                      Services Insurance Funds from 1994 to
                                                      1995; Vice President, Chief Accounting
                                                      Officer, Treasurer, and Controller of
                                                      Accolade Funds and Pauze/Swanson United
                                                      Services Funds from 1993 to 1995;
                                                      Controller from 1987 to 1995 and Vice
                                                      President, Chief Accounting Officer and
                                                      Treasurer from 1990 to 1995 of United
                                                      Services Funds; Director of Security Trust
                                                      & Financial Company from 1993 to 1995.


                                     - 5 -


<PAGE>


Steve L. Cobb                Trustee                  President of Clare Energy, Inc., oil
Age:  39                                              and gas exploration company; International
140 Mockingbird Lane                                  Marketing Manager of Carbo Ceramics Inc.,
Coppell, Texas  76019                                 oil field manufacturing/supply company.


Gary E. Hippenstiel          Trustee                  Vice President and Chief Investment Officer
Age:  49                                              of Legacy Trust Company; President and
600 Jefferson Street                                  Director of Heritage Trust Company
Houston, Texas  70002                                 from 1994 to 1996; Vice President and
                                                      Chief Investment Officer of Legacy Trust
                                                      Company;  Vice President and Manager of
                                                      Investments of Kanaly Trust Company from
                                                      1988 to 1992.
</TABLE>


     The  compensation  paid to the  Trustees of the Trust for the period  ended
October 31, 1996 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.


<TABLE>
<S>                           <C>                 <C>
                                Aggregate            Total Compensation
                              Compensation        from Trust (the Trust is
Name                           from Trust          not in a Fund Complex)

Kenneth D. Trumpfheller              0                          0

Steve L. Cobb                   $4,000                     $4,000

Gary E. Hippenstiel             $4,000                     $4,000
</TABLE>
    

   
    


PORTFOLIO TRANSACTIONS AND BROKERAGE

     Subject to policies  established by the Board of Trustees of the Trust, the
Adviser is responsible for the Fund's portfolio decisions and the placing of the
Fund's portfolio transactions.  In placing portfolio  transactions,  the Adviser
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 Adviser  generally seeks favorable  prices and commission
rates that are reasonable in relation to the benefits received.

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

   
     Research services include  supplemental  research,  securities and economic
analyses,  statistical services and information with respect to the availability
of securities  or  purchasers  or sellers of securities  and analyses of reports
concerning  performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects  securities  transactions may



                                     - 6 -


<PAGE>


also  be  used by the  Adviser  in  servicing  all of its  accounts.  Similarly,
research and  information  provided by brokers or dealers  serving other clients
may be  useful to the  Adviser  in  connection  with its  services  to the Fund.
Although  research services and other information are useful to the Fund and the
Adviser,  it is not  possible to place a dollar  value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other  information will not reduce
the overall cost to the Adviser of  performing  its duties to the Fund under the
Agreement.  Due to research services provided by brokers, the Fund directed to
brokers $ ______ of brokerage transactions (on which commissions were $ ______ )
during the period November 6, 1995 (commencement of operations) through
October 31, 1996.
    

     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  Adviser'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  period  November  6, 1995  (commencement  of  operations)  through
October 31, 1996, the Fund paid brokerage commissions of $3,203.
    


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,
President's  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving  and Christmas.  For a description of the methods used to determine
the net  asset  value  (share  price),  see  "Share  Price  Calculation"  in the
Prospectus.


INVESTMENT PERFORMANCE

     "Average  annual total  return," as defined by the  Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public  offering
through  the end of the Fund's most recent  fiscal  year) that would  equate the
initial  amount  invested  to the  ending  redeemable  value,  according  to the
following formula:

                                   n
                             P(1+T) = 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.


                                     - 7 -

<PAGE>


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 period
December 28, 1995 (commencement of operations in accordance with the Fund's
objective) through October 31, 1996, the Fund's average annual total return was
31.03%, annualized.
    

     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

     Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian of
the Fund's investments.  The Custodian acts as the Fund's depository,  safekeeps
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.


TRANSFER AGENT

   
     American Data Services, Inc. ("ADS"), 24 W. Carver Street,  Huntington, New
York 11743,  acts as the 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 the Fund's
shares,  acts as dividend and  distribution  disbursing agent and performs other
accounting and shareholder service functions. In addition, ADS provides the Fund
with  certain  monthly  reports,  record-keeping  and  other  management-related
services.  For the


                                     - 8 -

<PAGE>


period November 6, 1995 (commencement of operations)  through October 31, 1996,
ADS received $17,600 from the Adviser (not the Fund) for these services.
    


ACCOUNTANTS

   
     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending  October 31, 1997.  McCurdy &  Associates  performs an annual
audit  of the  Fund's  financial  statements  and  provides  financial,  tax and
accounting consulting services as requested.
    


DISTRIBUTOR

     AmeriPrime  Financial  Securities,  Inc., 1793 Kingswood Drive,  Suite 200,
Southlake, Texas 76092, 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  auditor's  report required to be
included in this Statement of Additional  Information are incorporated herein by
reference to the Trust's Annual Report to  Shareholders  for the period November
6, 1996  (commencement  of operations)  through October 31, 1996. The Trust will
provide  the  Annual   Report   without  the  charge  by  calling  the  Fund  at
1-800-507-9922.
    



                                     - 9 -


<PAGE>




                               GLOBALT GROWTH FUND


                       STATEMENT OF ADDITIONAL INFORMATION


   
                                  March 1, 1997










     This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus of GLOBALT Growth Fund dated March 1,
1997. A copy of the Prospectus can be obtained by writing the Transfer Agent at
24 W. Carver Street, Huntington, New York 11743, or by calling 1-800-831-9922.

    











<PAGE>


                  STATEMENT OF ADDITIONAL INFORMATION


                           TABLE OF CONTENTS

                                                                   PAGE


DESCRIPTION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . .   1

   
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS
AND RISK CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . .   1

INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . .   3

THE INVESTMENT ADVISER. . . . . . . . . . . . . . . . . . . . . . .   5

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . .   7

PORTFOLIO TRANSACTIONS AND BROKERAGE. . . . . . . . . . . . . . . .   8

DETERMINATION OF SHARE PRICE. . . . . . . . . . . . . . . . . . . .   9

INVESTMENT PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . .   9

CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

TRANSFER AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
    



                                     - i -

<PAGE>


DESCRIPTION OF THE TRUST

   
     Globalt Growth Fund (the "Fund") was organized as a series of AmeriPrime
Funds (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 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.
    

     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.

   
     As of December 2, 1996, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund: Samuel Emory Allen IRA, 3060
Peachtree Road, Atlanta, Georgia - 12.96%; Kenneth and Ann Horne, 4972 Heather
Point, Birmingham, Alabama - 6.08%; Brenda M. Hackney, 2 Office Park Circle,
Birmingham, Alabama - 11.47%; Management Psychology Group Pension Plan, 3340
Peachtree Road, N.E., Atlanta, Georgia - 7.73%; Management Psychology Group
Profit Sharing Trust, 3340 Peachtree Road, N.E., Atlanta, Georgia - 9.99%.

     As of December 2, 1996, Management Psychology Group Pension Plan and
Management Psychology Group Profit Sharing Trust may be deemed to control the
Fund as a result of their beneficial ownership of the shares of the Fund. As of
December 2, 1996, the officers and trustees as a group may be deemed to
beneficially own 1.36% of the Fund.
    

     For information concerning the purchase and redemption of shares of the
Fund, see "How to Invest in the Fund" 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 "Share Price Calculation" 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, as described in the
Prospectus (see "Investment Objectives and Strategies" and "Investment Policies
and Techniques and Risk Considerations").



                                     - 1 -

<PAGE>


     A. Equity Securities. Equity securities include common stock, 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 each of the following: rights,
warrants, or convertible preferred stocks.

     B.   Repurchase Agreements.  A repurchase agreement is a short-term
investment in which the purchaser (i.e., the Fund) acquires ownership of a
U.S. Government obligation (which may be of any maturity) and the seller agrees
to repurchase the obligation at a future time at a set price, thereby
determining the yield during the purchaser's holding period (usually not more
than seven days from the date of purchase).  Any repurchase transaction in
which 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 the Custodian,
other banks with assets of $1 billion or more and registered securities dealers
determined by the Adviser (subject to review by the Board of Trustees) to be
creditworthy.  The Adviser monitors the creditworthiness of the banks and
securities dealers with which the Fund engages in repurchase transactions, and
the Fund will not invest more than 5% of its net assets in  repurchase
agreements.

     C.   Other Investment Companies.  The Fund is permitted to invest in other
investment companies at any time.  The Fund will not purchase more than 3% of
the outstanding voting stock of any investment company.  If the Fund acquires
securities of another investment company, the shareholders of the Fund will be
subject to duplicative management fees.

     D.   Financial Services Industry Obligations.  The Fund may invest up to
5% of its net assets in each of the following obligations of the financial
services industry:

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

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

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

     E. Option Transactions. The Fund may engage in option transactions
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



                                     - 2 -


<PAGE>

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. A writer of an option may terminate
the obligation prior to expiration of the option by making an offsetting
purchase of an identical option. Options are traded on organized exchanges and
in the over-the-counter market. Options on securities which the Fund sells
(writes) will be covered or secured, which means that it will own the
underlying security (for a call option); will segregate with the Custodian high
quality liquid debt obligations equal to the option exercise price (for a put
option); or (for an option on a stock index) will hold a portfolio of
securities substantially replicating the movement of the index (or, to the
extent it does not hold such a portfolio, will maintain a segregated account
with the Custodian of high quality liquid debt obligations equal to the market
value of the option, marked to market daily). When the Fund writes options, it
may be required to maintain a margin account, to pledge the underlying
securities or U.S. government obligations or to deposit liquid high quality
debt obligations in a separate account with the Custodian.

     The purchase and writing of options involves certain risks; for example,
the possible inability to effect closing transactions at favorable prices and an
appreciation limit on the securities set aside for settlement, as well as (in
the case of options on a stock index) exposure to an indeterminate liability.
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. 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. When the Fund writes a covered
put option, it will receive a premium, but it will assume the risk of loss
should the price of the underlying security fall below the exercise price. When
the Fund writes a covered put option on a stock index, it will assume the risk
that the price of the index will fall below the exercise price, in which case
the Fund may be required to enter into a closing transaction at a loss. An
analogous risk would apply if the Fund writes a call option on a stock index and
the price of the index rises above the exercise price.


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 this 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



                                     - 3 -


<PAGE>

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, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions.

     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 this
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 are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or have a significant portion of
their assets in real estate (including real estate investment trusts).

     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 nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

     7.   Concentration.  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


                                     - 4 -


<PAGE>


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
(including reverse repurchase agreements) representing more than 5% of its
total assets are outstanding.  The Fund will not enter into 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, futures contracts, short sales and other permitted
investments and techniques.

     iv.  Short Sales.  The Fund will not effect short sales of securities
unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short.

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

     vi.  Repurchase Agreements.  The Fund will not invest more than 5% of its
net assets in repurchase agreements.

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


                                     - 5 -

<PAGE>


THE INVESTMENT ADVISER

     The Fund's investment adviser is Globalt, Inc., 3060 Peachtree Road, N.W.,
One Buckhead Plaza, Suite 225, Atlanta, Georgia 30305. Angela and Samuel Allen
may each be deemed to be a controlling person of the Adviser due to their
ownership of its shares and their respective positions as president and chairman
of the Adviser.

   
     Under the terms of the management agreement (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of the non-interested person trustees and extraordinary expenses. As
compensation for its management services and agreement to pay the Fund's
expenses, the Fund is obligated to pay the Adviser a fee computed and accrued
daily and paid monthly at an annual rate of 1.17% of the average daily net
assets of the Fund. The Adviser may waive all or part of its fee, at any time,
and at its sole discretion, but such action shall not obligate the Adviser to
waive any fees in the future. For the period December 1, 1995 (commencement of
operations) through October 31, 1996, the Fund paid advisory fees of $21,686.
    

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

     The Adviser may make payments to banks or other financial institutions that
provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. 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.



                                     - 6 -

<PAGE>


TRUSTEES AND OFFICERS

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

   
 <TABLE>
<S>                          <C>                      <C>
Name, Age and Address        Position                 Principal Occupations During Past 5 Years

* Kenneth D. Trumpfheller    President and Trustee    President,  Treasurer and Secretary
Age:  38                                              of AmeriPrime Financial Services, Inc.,
1793 Kingswood Drive                                  the Fund's administrator, and
Suite 200                                             AmeriPrime Financial Securities, Inc.,
Southlake, Texas  76092                               the Fund's distributor.  Prior to
                                                      December, 1994, a senior client
                                                      executive with SEI Financial Services.

Kelli D. Shomaker, C.P.A.    Secretary, Treasurer     Manager of Compliance of AmeriPrime
Age:  34                                              Financial  Services, Inc.; Vice
1793 Kingswood Drive                                  President, Chief Accounting Officer,
Suite 200                                             Treasurer and Controller of United
Southlake, Texas  76092                               Services Advisors, Inc. and United
                                                      Services Insurance Funds from 1994 to
                                                      1995; Vice President, Chief Accounting
                                                      Officer, Treasurer, and Controller of
                                                      Accolade Funds and Pauze/Swanson United
                                                      Services Funds from 1993 to 1995;
                                                      Controller from 1987 to 1995 and Vice
                                                      President, Chief Accounting Officer and
                                                      Treasurer from 1990 to 1995 of United
                                                      Services Funds; Director of Security Trust
                                                      & Financial Company from 1993 to 1995.


Steve L. Cobb                Trustee                  President of Clare Energy, Inc., oil
Age:  39                                              and gas exploration company; International
140 Mockingbird Lane                                  Marketing Manager of Carbo Ceramics Inc.,
Coppell, Texas  76019                                 oil field manufacturing/supply company.


Gary E. Hippenstiel          Trustee                  Vice President and Chief Investment Officer
Age:  49                                              of Legacy Trust Company; President and
600 Jefferson Street                                  Director of Heritage Trust Company
Houston, Texas  70002                                 from 1994 to 1996; Vice President and
                                                      Chief Investment Officer of Legacy Trust
                                                      Company;  Vice President and Manager of
                                                      Investments of Kanaly Trust Company from
                                                      1988 to 1992.
</TABLE>
    

   
     The compensation paid to the Trustees of the Trust for the period ended
October 31, 1996 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.  The
Adviser voluntarily reimbursed the Fund for Trustee fees paid for the period
ended October 31, 1996.
    


   
<TABLE>
<S>                           <C>                 <C>
                                Aggregate            Total Compensation
                              Compensation        from Trust (the Trust is
Name                           from Trust          not in a Fund Complex)

Kenneth D. Trumpfheller              0                          0

Steve L. Cobb                   $4,000                     $4,000

Gary E. Hippenstiel             $4,000                     $4,000
</TABLE>
    

   
    

                                     - 7 -

<PAGE>


PORTFOLIO TRANSACTIONS AND BROKERAGE

     Subject to policies established by the Board of Trustees of the Trust, the
Adviser is responsible for the Fund's portfolio decisions and the placing of the
Fund's portfolio transactions. In placing portfolio transactions, the Adviser
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 Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received.

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

     Research services include supplemental research, securities and economic
analyses, statistical services and information with respect to the availability
of securities or purchasers or sellers of securities and analyses of reports
concerning performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly,
research and information provided by brokers or dealers serving other clients
may be useful to the Adviser in connection with its services to the Fund.
Although research services and other information are useful to the Fund and the
Adviser, it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Fund under the
Agreement.

     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 Adviser'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.


                                     - 8 -

<PAGE>


   
     For the period December 1, 1995 (commencement of operations) through
October 31, 1996, the Fund paid brokerage commissions of $7,819.
    


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,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. For a description of the methods used to determine
the net asset value (share price), see "Share Price Calculation" in the
Prospectus.

INVESTMENT PERFORMANCE

     "Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public offering
through the end of the Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

                                   n
                             P(1+T) = 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 period
December 1, 1995 (commencement of operations) through October 31, 1996, the
Fund's average annual total return was 27.01%, annualized.
    

     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.


                                     - 9 -

<PAGE>


     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

     Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian of
the Fund's investments. The Custodian acts as the Fund's depository, safekeeps
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.


TRANSFER AGENT

   
     American Data Services, Inc. ("ADS"), 24 W. Carver Street, Huntington, New
York 11743, acts as the 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 the Fund's
shares, acts as dividend and distribution disbursing agent and performs other
accounting and shareholder service functions. In addition, ADS provides the Fund
with certain monthly reports, record-keeping and other management-related
services. For the period December 1, 1995 (commencement of operations) through
October 31, 1996, ADS received $17,600 from the Adviser (not the Fund) for these
services.
    


ACCOUNTANTS

   
     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending October 31, 1997. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
    

DISTRIBUTOR

     AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, 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 auditor's report required to be
included in this Statement of Additional Information are incorporated herein by
reference to the Trust's Annual Report to Shareholders for the period ended
October 31, 1996. The Trust will provide the Annual Report without charge by
calling the Fund at 1-800-831-9922.
    


                                     - 10 -

<PAGE>







                            THE MAXIM CONTRARIAN FUND


                       STATEMENT OF ADDITIONAL INFORMATION


                                December 24, 1996






     This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus of The MAXIM Contrarian Fund dated
December 24, 1996. A copy of the Prospectus can be obtained by writing the
Transfer Agent at 24 W. Carver Street, Huntington, New York 11743, or by calling
toll free 1-888-81-MAXIM (888-816-2946).













<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                                TABLE OF CONTENTS

                                                                  PAGE


DESCRIPTION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . .  1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
     CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . .  1

INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . . 14

THE INVESTMENT ADVISOR. . . . . . . . . . . . . . . . . . . . . . . 16

DISTRIBUTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . 17

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . 18

PORTFOLIO TRANSACTIONS AND BROKERAGE. . . . . . . . . . . . . . . . 19

DETERMINATION OF SHARE PRICE. . . . . . . . . . . . . . . . . . . . 20

INVESTMENT PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . . 20

CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

TRANSFER AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . 21


                                     - i -

<PAGE>


DESCRIPTION OF THE TRUST

     The MAXIM Contrarian Fund (the "Fund") was organized as a series of
AmeriPrime Funds (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 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 several series of funds
currently authorized by the Trustees.

     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.


     As of December 2, 1996, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund: Robert Botti, 955 River Road, Gate
Mills, Ohio - 5.22%; Cheryl and Kenneth Holeski, 12448 Bentbrook Drive,
Chesterland, Ohio - 35.16%; Newport Investment Advisors Profit Sharing Plan,
23775 Commerce Park Road, Cleveland, Ohio - 5.51%; Dale Siegel, 2305 East Aurora
Road, Twinsburg, Ohio - 8.84%.

     As of December 2, 1996, Cheryl and Kenneth Holeski may be deemed to control
the Fund as a result of their beneficial ownership of the shares of the Fund. As
of December 2, 1996, the officers and trustees as a group may be deemed to
beneficially own 1.18% of the Fund.

     For information concerning the purchase and redemption of shares of the
Fund, see "How to Invest in the Fund" 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 "Share Price Calculation" 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, as described in the
Prospectus (see "Investment Objectives and Strategies" and "Investment Policies
and Techniques and Risk Considerations").

     A. Equity Securities. Equity securities include common stock, preferred
stock and common stock equivalents (such as convertible preferred stock, rights
and warrants). Convertible 


                                     - 1 -

<PAGE>


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.

     B. Lower Quality Debt Securities. The Fund may purchase lower quality debt
securities, or unrated debt securities, that have poor protection of payment of
principal and interest. These securities often are considered to be speculative
and involve greater risk of default of price changes due to changes in the
issuer's creditworthiness. Market prices of these securities may fluctuate more
than higher quality debt securities and may decline significantly in periods of
general economic difficulty which may follow periods of rising rates. While the
market for high yield corporate debt securities has been in existence for many
years and has weathered previous economic downturns, the market in recent years
has experienced a dramatic increase in the large-scale use of such securities to
fund highly leveraged corporate acquisitions and restructurings. Accordingly,
past experience may not provide an accurate indication of future performance of
the high yield bond market, especially during periods of economic recession. The
Fund may invest in securities which are of lower quality or are unrated if the
Advisor determines that the securities provide the opportunity of meeting the
Fund's objective without presenting excessive risk. The Advisor will consider
all factors which it deems appropriate, including ratings, in making investment
decisions for the Fund and will attempt to minimize investment risks through
diversification, investment analysis and monitoring of general economic
conditions and trends. To the extend the Fund invests in lower quality
securities, achievement of its investment objective may be more dependent on the
Advisor's credit analyses than is the case for higher quality bonds. While the
Advisor may refer to ratings, it does not rely exclusively on ratings, but makes
its own independent and ongoing review of credit quality.

     The market for lower quality securities may be thinner and less active than
that for higher quality securities, which can adversely affect the prices at
which these securities can be sold. If there is not established retail secondary
market and market quotations are not available, these securities are valued in
accordance with procedures established by the Board of Trustees, including the
use of outside pricing services. Judgment plays a greater role in valuing high
yield corporate debt securities than is the case for securities for which
external sources for quotations and last-sale information are available. Adverse
publicity and changing investor perceptions may affect the ability of outside
pricing services used by the Fund to value as portfolio securities, and the
Fund's ability to dispose of these lower quality debt securities.

     Lower quality securities present risks based on payment expectations. For
example, high yield bonds may contain redemption or call provisions. If an
issuer exercises the provisions in a declining interest rate market, the Fund
would have to replace the security with a lower yielding security, resulting in
a decreased return for investors. Conversely, a high yield bond's value will
decrease in a rising interest rate market, as will the value of the Fund's
assets. If the Fund experiences unexpected net redemptions, this may force it to
sell its high yield bonds, without regard to their investment merits, thereby
decreasing the asset base upon which the Fund's expenses can be spread and
possibly reducing the Fund's rate of return.

     Since the risk of default is higher for lower quality securities and
sometimes increases with the age of these securities, the Advisor's research and
credit analysis are an integral part of 


                                     - 2 -

<PAGE>



managing any securities of this type held by the Fund. In considering 
investments for the Fund, the Advisor attempts to identify those issuers of 
high-yielding securities whose financial condition is adequate to meet future 
obligations, has improved or is expected to improve in the future. The Advisor's
analysis focuses on relative values based on such factors as interest or 
dividend coverage, asset coverage, earning prospects, and the experience and 
managerial strength of the issuer.

     The Fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as security holder to seek to
protect the interests of security holders if it determines this to be in the
best interests of the Fund shareholders.


     C. Repurchase Agreements. The Fund may enter into repurchase agreements. In
a repurchase agreement, the Fund purchases a security and simultaneously commits
to resell that security to the seller at an agreed upon price on an agreed upon
date within a number of days (usually not more than seven) from the date of
purchase. The resale price reflects the purchase price plus an agreed upon
incremental amount which is unrelated to the coupon rate or maturity of the
purchased security. A repurchase agreement involves the obligation of the seller
to pay the agreed upon price, which obligation is, in effect, secured by the
value (at least equal to the amount of the agreed upon resale price and marked
to market daily) of the underlying security. The Fund may engage in a repurchase
agreement with respect to any security in which it is authorized to invest. Any
repurchase transaction in which the Fund engages will require collateralization
equal to at least 102% of the Seller's obligation during the entire term of the
repurchase agreement. While it does not presently appear possible to eliminate
all risks from these transactions (particularly the possibility of a decline in
the market value of the underlying securities, as well as delays and costs to
the Fund in connection with bankruptcy proceedings), it is the Fund's current
policy to limit repurchase agreement transactions to those parties whose
creditworthiness has been reviewed and deemed satisfactory by the Advisor.

     D. Securities Lending. The Fund may lend securities to parties such as
broker-dealers, banks, or institutional investors. Securities lending allows the
Fund to retain ownership of the securities loaned and, at the same time, to earn
additional income. Since there may be delays in the recovery of loaned
securities, or even a loss of rights in collateral supplied, should the borrower
fail financially, loans will be made only to parties whose creditworthiness has
been reviewed and deemed satisfactory by the Advisor. Furthermore, they will
only be made if, in the judgment of the Advisor, the consideration to be earned
from such loans would justify the risk.

     The Advisor understands that it is the current view of the staff of the
Securities and Exchange Commission ("SEC") that the Fund may engage in loan
transactions only under the following conditions: (1) a Fund must receive 100%
collateral in the form of cash, cash equivalents (e.g., U.S. Treasury bills or
notes) or other high grade liquid debt instruments from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Fund must be able to terminate the loan
at any time; (4) the Fund must receive reasonable interest on the loan or a flat
fee from the borrower, as well as amounts equivalent to any dividends, interest,
or other distributions on the securities loaned and to any increase in market
value; (5) the Fund may pay only reasonable custodian fees in connection with
the loan; and (6) the Board of Trustees must 


                                     - 3 -

<PAGE>


be able to vote proxies on the securities loaned, either by terminating the 
loan or by entering into an alternative arrangement with the borrower.

     Cash received through loan transactions may be invested in any security in
which the Fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).

     E. Foreign Investments. Subject to the limitations described in the
prospectus, the Fund may invest in foreign securities. Foreign investments can
involve significant risks in addition to the risks inherent in U.S. investments.
The value of securities denominated in or indexed to foreign currencies, and of
dividends and interest from such securities, can change significantly when
foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign
securities markets generally have less trading volume and less liquidity than
U.S. markets, and prices on some foreign markets can be highly volatile. Many
foreign countries lack uniform accounting and disclosure standards comparable to
those applicable to U.S. companies, and it may be more difficult to obtain
reliable information regarding an issuer's financial condition and operations.
In addition, the costs of foreign investing, including withholding taxes,
brokerage commissions, and custodial costs, generally are higher than for U.S.
investments.

     Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers, and securities markets may be subject to less
government supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may invoke increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It also may be difficult to enforce legal rights
in foreign countries.

     Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility of
default by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic or social instability, military action or unrest, or adverse diplomatic
developments. There is no assurance that an Advisor will be able to anticipate
or counter these potential events and their impacts on the Fund's share price.

     The considerations noted above generally are intensified for investments in
developing countries. Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities markets
that trade a small number of securities.

     The Fund may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject to
transfer restrictions may be marketable abroad, they may be less liquid than
foreign securities of the same class that are not subject to such restrictions.

     American Depositary Receipts and European Depositary Receipts ("ADRs" and
"EDRs") are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed for
use in U.S. and European securities markets, 



                                     - 4 -

<PAGE>


respectively, ADRs and EDRs are alternatives to the purchase of the underlying 
securities in their national market and currencies.

     F. Foreign Currency Transactions. The Fund may hold foreign currency
deposits from time to time, and may convert dollars and foreign currencies in
the foreign exchange markets. Currency conversion involves dealer spreads and
other costs, although commissions usually are not charged. Currencies may be
exchanged on a spot (i.e., cash) basis, or by entering into forward contracts to
purchase or sell foreign currencies at a future date and price. Forward
contracts generally are traded in an interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the
contemplated currency exchange.

     The Fund may use currency forward contracts to manage currency risks and to
facilitate transactions in foreign securities. The following discussion
summarizes the principal currency management strategies involving forward
contracts that could be used by the Fund.

     In connection with purchases and sales of securities denominated in foreign
currencies, the fund may enter into currency forward contracts to fix a definite
price for the purchase or sale in advance of the trade's settlement date. This
technique is sometimes referred to as a "settlement hedge" or "transaction
hedge." The Advisor expects to enter into settlement hedges in the normal course
of managing the Fund's foreign investments. The Fund also could enter into
forward contracts to purchase or sell a foreign currency in anticipation of
future purchases or sales of securities denominated in foreign currency, even if
the specific investments have not yet been selected by the Advisor.

     The Fund also may use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example, if
the Fund owned securities denominated in Deutschemarks, it could enter into a
forward contract to sell Deutschemarks in return for U.S. dollars to hedge
against possible declines in the Deutschemark's value. Such a hedge (sometimes
referred to as a "position hedge") would tend to offset both positive and
negative currency fluctuations, but would not offset changes in security values
caused by other factors. The fund also could hedge the position by selling
another currency expected to perform similarly to the Deutschemark -- for
example, by entering into a forward contract to sell Deutschemarks or European
Currency Units in return for U.S. dollars. This type of hedge, sometimes
referred to as a "proxy hedge," could offer advantages in terms of cost, yield,
or efficiency, but generally will not hedge currency exposure as effectively as
a simple hedge into U.S. dollars. Proxy hedges may result in losses if the
currency used to hedge does not perform similarly to the currency in which the
hedge securities are denominated.

     Under certain conditions, SEC guidelines require mutual funds to segregate
cash and appropriate liquid assets to cover currency forward contracts. As
required by SEC guidelines, the Fund will segregate cash or U.S. Government
securities or other high-grade liquid debt securities to cover currency forward
contracts, if any, whose purpose is essentially speculative. The Fund will not
segregate assets to cover forward contracts entered into for hedging purposes,
including settlement hedges, position hedges, and proxy hedges. In segregating
assets, the Fund's custodian 



                                     - 5 -

<PAGE>


or a designated subcustodian either places such assets in a segregated account 
or separately identifies such assets and renders them unavailable for investment
by the Fund.

     Successful use of forward currency contracts will depend on the Advisor's
skill in analyzing and predicting currency values. Forward contracts may change
the Fund's currency exchange rates substantially, and could result in losses to
the Fund if currencies do not perform as the Advisor anticipates. For example,
if a currency's value rose at a time when the Advisor had hedged the Fund by
selling currency in exchange for dollars, the Fund would be unable to
participate in the currency's appreciation. If the Advisor hedges currency
exposure through proxy hedges, the Fund could realize currency losses from the
hedge and the security position at the same time if the two currencies do not
move in tandem. Similarly, if the Advisor increases the Fund's exposure to a
foreign currency, and that currency's value declines, the Fund will realize a
loss. There is no assurance that the Advisor's use of forward currency contracts
will be advantageous to the Fund or that the Advisor will hedge at an
appropriate time.

     G. Short Sales. The Fund may seek to hedge investments or realize
additional gains through short sales. The Fund may make short sales, which are
transactions in which the Fund sells a security it does not own, in anticipation
of a decline in the market value of that security. To complete such a
transaction, the Fund must borrow the security to make delivery to the buyer.
The Fund than is obligated to replace the security borrowed by purchasing it at
the market price at or prior to the time of replacement. The price at such time
may be more or less than the price at which the security was sold by the Fund.
Until the security is replaced, the Fund is required to repay the lender any
dividends or interest that accrue during the period of the loan. To borrow the
security, the Fund also may be required to pay a premium, which would increase
the cost of the security sold. The net proceeds of the short sale will be
retained by the broker, to the extent necessary to meet margin requirements,
until the short position is closed out. The Fund also will incur transaction
costs in effecting short sales.

     The Fund will incur a loss as a result of the short sale if the price of
the security increases between the date of the short sale and the date on which
the Fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. The amount of any gain will be
decreased, and the amount of any loss increased by the amount of the premium,
dividends, interest, or expenses the Fund may be required to pay in connection
with a short sale.

     No securities will be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed 25%
of the value of the Fund's total assets. The Fund similarly will limit its short
sales of the securities of any single issuer if the market value of the
securities that have been sold short by the Fund would exceed two percent (2%)
of the value of the Fund's net equity or if such securities would constitute
more than two percent (2%) of any class of the issuer's securities.

     Whenever the Fund engages in short sales, its custodian will segregate an
amount of cash or U.S. Government securities or other high-grade liquid debt
securities equal to the difference between (a) the market value of the
securities sold short at the time they were sold short and (b) any cash or U.S.
Government securities required to be deposited with the broker in connection
with the short sale (not including the proceeds from the short sale). The
segregated assets are marked to 


                                     - 6 -

<PAGE>



market daily, provided that at no time will the amount deposited in it plus the 
amount deposited with the broker be less than the market value of the securities
at the time they were sold short.

     In addition, the Fund may make short sales "against the box," i.e., when a
security identical to one owned by the Fund is borrowed and sold short. If the
Fund enters into a short sale against the box, it is required to segregate
securities equivalent in kind and amount of the securities sold short (or
securities convertible or exchangeable into such securities) and is required to
hold such securities while the short sale is outstanding. The Fund will incur
transaction costs in connection with opening, maintaining and closing short
sales against the box.

     H. Indexed Securities. The Fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. Gold-indexed securities, for example, typically provide
for a maturity value that depends on the price of gold, resulting in a security
whose price tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values of
one or more specified foreign currencies, and may offer higher yield than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed securities
may be positively or negatively indexed; that is, their maturity value may
increase when the specified currency value increases, resulting in a security
whose price characteristics are similar to a put on the underlying currency.
Currency-indexed securities also may have prices that depend on the values of a
number of different foreign currencies relative to each other.

     The performance of indexed securities depends to a great extent on the
performance of the security, currency, commodity or other instrument to which
they are indexed, and also may be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the credit
risks associated with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates. Recent issuers of
indexed securities have included banks, corporations, and certain U.S.
Government agencies.

     I. Forward Commitments and Reverse Repurchase Agreements. The Fund will
direct its Custodian to place cash or U.S. government obligations in a separate
account of the Trust in an amount equal to the commitments of the Fund to
purchase or repurchase securities as a result of its forward commitment or
reverse repurchase agreement obligations. With respect to forward commitments to
sell securities, the Trust will direct its Custodian to place the securities in
a separate account. The Fund will direct its Custodian to segregate such assets
for when, as and if issued commitments only when it determines that issuance of
the security is probable. When a separate account is maintained, the securities
deposited in the separate account will be valued daily at market for the purpose
of determining the adequacy of the securities in the account. To the extent
funds are in a separate account, they will not be available for new investment
or to meet redemptions.

     Commitments to purchase securities on a when, as and if issued basis will
not be recognized in the portfolio of the Fund until the Advisor determines that
issuance of the security is probable. At such time, the Fund will record the
transaction and, in determining its net asset value, will reflect the value of
the security daily.

                                     - 7 -

<PAGE>


     Securities purchased on a forward commitment basis and subject to reverse
repurchase agreements are subject to changes in market value based upon the
public's perception of the creditworthiness of the issuer and changes in the
level of interest rates (which will generally result in all of those securities
changing in value in the same way, i.e., all those securities experiencing
appreciation when interest rates decline and depreciation when interest rates
rise). Therefore, if in order to achieve a higher level of income, the Fund
remains substantially fully invested at the same time that it has purchased on a
forward commitment basis or entered into reverse repurchase transactions, there
will be a possibility that the market value of the Fund's assets will have
greater fluctuation.

     J. Leveraging. Leveraging the Fund creates an opportunity for increased net
income but, at the same time, creates special risk considerations. For example,
leveraging may exaggerate changes in the net asset value of Fund shares and in
the yield on the Fund's portfolio. Although the principal of such borrowings
will be fixed, the Fund's assets may change in value during the time the
borrowing is outstanding. Leveraging will create interest expenses for the Fund
which can exceed the income from the assets retained. To the extent the income
derived from securities purchased with borrowed funds exceeds the interest the
Fund will have to pay, the Fund's net income will be greater than if leveraging
were not used. Conversely, if the income from the assets retained with borrowed
funds is not sufficient to cover the cost of leveraging, the net income of the
Fund will be less than if leveraging were not used, and therefore the amount
available for distribution to shareholders will be reduced.

     K. Futures Contracts. When the Fund purchases a futures contract, it agrees
to purchase a specified underlying instrument or precious metal at a specified
future date. When the Fund sells a futures contract, it agrees to sell the
underlying instrument at a specified future date. The price at which the
purchase and sale will take place is fixed when the Fund enters into the
contract. Some currently available futures contracts are based on specific
securities, such as U.S. Treasury bonds or notes, and some are based on indices
of securities or precious metal prices, such as the Standard & Poor's 500
Composite Stock Price Index ("S&P 500") or gold. Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary market is
available.

     The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument or precious metal. Therefore,
purchasing futures contracts will tends to increase a Fund's exposure to
positive and negative price fluctuations in the underlying instrument or
precious metal, much as if it had purchased the underlying instrument or
precious metal directly. When a Fund sells a futures contract, by contrast, the
value of its futures position will tend to move in a direction contrary to the
market. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument or
precious metal had been sold.

          Futures Margin Payments. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument or precious
metal unless the contact is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with futures
broker, known as a futures commission merchant ("FCM"), when the contract is
entered into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that party
will be required to make additional "variation margin" payments to settle the
change in value on a daily basis. The party that has a gain may be 


                                     - 8 -

<PAGE>


entitled to receive all or a portion of this amount. Initial and variation 
margin payments do not constitute purchasing securities on margin for purposes 
of the Fund's investment limitations. In the event of the bankruptcy of the 
FCM that holds margin on behalf of a Fund, the Fund may be entitled to return 
of margin owed to it only in proportion to the amount received by the FCM's 
other customers, potentially resulting in losses to the Fund.

     L.   Put and Call Options.  The Fund may purchase put and call options.

          Purchasing Options. By purchasing a put option, the Fund obtains the
right (but not the obligation) to sell the option's underlying instrument at a
fixed "strike" price. In return for this right, the Fund pays the current market
price for the option (known as the option premium). Options have various types
of underlying instruments, including specific securities, indices of securities
prices, and futures contracts. The Fund may terminate its position in a put
option it has purchased by allowing it to expire or by exercising the option. If
the option is allowed to expire, the Fund will lose the entire premium it paid.
If the Fund exercises the option, it completes the sale of the underlying
instrument at the "strike" price. The Fund also may terminate a put option
position by closing it out in the secondary market at its current price, if a
liquid secondary market exists.

     The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price does
not fall enough to offset the cost of purchasing the option, a put buyer can
expect to suffer a loss (limited to the amount of the premium paid, plus related
transaction costs).

     The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's "strike"
price. A call buyer typically attempts to participate in potential price
increases of the underlying instrument with risk limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to suffer
a loss if the underlying prices do not rise sufficiently to offset the cost of
the option.

          Writing Options. When the Fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the Fund assumes the obligation to pay the "strike"
price for the option's underlying instrument if the other party to the option
chooses to exercise it. When writing an option on a futures contract the Fund
will be required to make margin payments to the FCM described above for futures
contracts. The fund may seek to terminate its position in a put option it writes
before exercise by closing out the option in the secondary market at its current
price. If the secondary market is not liquid for a put option the Fund has
written, however, the Fund must continue to be prepared to pay the "strike"
price while the option is outstanding, regardless of price changes, and must
continue to segregate assets to cover its position.

     If the underlying prices rise, a put writer would generally expect to
profit. Although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, the writer also may
profit, because it should be able to close out the option at a lower price. If
the underlying prices fall, the put writer would expect to suffer a loss. This
loss should be less


                                     - 9 -

<PAGE>


than the loss from purchasing the underlying instrument directly, however, 
because the premium received for writing the option should mitigate the effects 
of the decline.

     Writing a call option obligates the Fund to sell or deliver the option's
underlying instrument, in return for the "strike" price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if the underlying prices remain the same or fall. Through receipt of
the option premium, a call writer mitigates the effects of a price decline. At
the same time, because a call writer must be prepared to deliver the underlying
instrument in return for the "strike" price, even if its current value is
greater, a call writer gives up some ability to participate in the underlying
price increases.

          Combined Positions. A Fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, the Fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one "strike" price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

     M. Correlation of Price Changes. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a Fund's current or anticipated
investments exactly. The Fund may invest in options and futures contracts based
on securities with different issuers, maturities, or other characteristics from
the securities in which it typically invests.

     Options and futures prices also can diverge from the prices of their
underlying instruments or precious metals, even if the underlying instruments or
precious metals match the Fund's investment well. Options and futures prices are
affected by such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument or precious metal, and the
time remaining until expiration of the contract, which may not affect the
security or the precious metal prices the same way. Imperfect correlation also
may result from: differing levels of demand in the options and futures markets
and the securities or precious metal markets, structural differences in how
options and futures and securities or precious metal are traded, or imposition
of daily price fluctuation limits or trading halts. The Fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities or precious metal it wishes to hedge or intends to purchase in order
to attempt to compensate for differences in volatility between the contract and
the securities or precious metals, although this may not be successful in all
cases. If price changes in the Fund's options or futures positions are poorly
correlated with its other investments, the positions may fail to produce
anticipated gains or result in losses that are not offset by gains in other
investments.

     N. Liquidity of Options and Futures Contracts. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading volume
and liquidity if their "strike" prices are not close to the underlying
instrument or precious metal's current price. In addition, exchanges may
establish daily 



                                     - 10 -

<PAGE>


price fluctuation limits for options and futures contracts, and may halt 
trading if a contract's price moves upward or downward more than the limit in a 
given day. On volatile trading days when the price fluctuation limit is reached 
or a trading halt is imposed, it may be impossible for the Fund to enter into 
new positions or close out existing positions. If the secondary market for a 
contract is not liquid because of price fluctuation limits or otherwise, it 
could prevent prompt liquidation of unfavorable positions, and potentially could
require the Fund to continue to hold a position until delivery or expiration 
regardless of changes in its value. As a result, the Fund's access to other 
assets held to cover its options or futures positions also could be impaired. 
In addition, one of the requirements for qualification as a regulated investment
company for tax purposes in that less than 30% of the Fund's gross income be 
derived from gains from the sale or other disposition of securities held for 
less than three months. Accordingly, the Fund may be restricted in effecting 
closing transactions within three months after entering into an option or 
futures contract.

     O. OTC Options. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
"strike" price, the terms of over-the-counter options i.e., options not traded
on exchanges ("OTC options"), generally are established through negotiation with
the other party to the option contract. While this type of arrangement allows
the Fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which are
guaranteed by the clearing organization of the exchanges where they are traded.
The risk of illiquidity also is greater with OTC options, since these options
generally can be closed out only by negotiation with the other party to the
option.

     P. Options and Futures Relating to Foreign Currencies. Currency futures
contracts are similar to forward currency exchange contracts, except that they
are traded on exchanges (and have margin requirements) and are standardized as
to contract size and delivery date. Most currency futures contracts call for
payment or delivery in U.S. dollars. The underlying instrument of a currency
option may be a foreign currency, which generally is purchased or delivered in
exchange for U.S. dollars, or may be a futures contract. The purchaser or a
currency call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying currency.

     The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The Fund may
purchase and sell currency futures and may purchase and write currency options
to increase or decrease its exposure to different foreign currencies. The fund
also may purchase and write currency options in conjunction with each other or
with currency futures or forward contracts. Currency futures and options values
can be expected to correlate with exchange rates, but may not reflect other
factors that affect the value of the Fund's investments. A currency hedge, for
example, should protect a Yen-denominated security from a decline in the Yen,
but will not protect a Fund against a price decline resulting from deterioration
in the issuer's creditworthiness. Because the value of the Fund's
foreign-denominated investments change in response to many factors other than
exchange rates, it may not be possible to match the amount of currency options
and futures to the value of the Fund's investments exactly over time.

     Q. Asset Coverage for Futures and Options Positions. The Fund will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures by mutual funds, and if the
guidelines so require will segregate cash or U.S. 


                                     - 11 -

<PAGE>


Government securities or other high-grade liquid debt securities in the amount 
prescribed. Segregated securities cannot be sold while the futures or option 
strategy is outstanding, unless they are replaced with other suitable assets. 
As a result, there is a possibility that segregation of a large percentage of 
the Fund's assets could impede portfolio management or the Fund's ability to 
meet redemption requests or other current obligations.

     R. Limitations on Futures and Options Transactions. The Fund will file a
notice of eligibility for exclusion from the definition of the term "commodity
pool operator" with the Commodity Futures Trading Commission ("CFTC") and the
National Futures Association, which regulate trading in the futures markets
before the Fund engages in any purchases or sales of futures contracts, options
on futures contracts, or gold, silver, platinum or other precious metals futures
contracts or options thereon. The Fund intends to comply with Section 4.5 of the
regulations under the Commodity Exchange Act, which limits the extent to which
the Fund can commit assets to initial margin deposits and options premiums.

     In addition, the Fund will not: (a) sell futures contracts (including
futures contracts for precious metals) or write call options (including options
on futures) if, as a result, more than 25% of the Fund's total assets would be
hedged with such futures or options; or (b) write put options (including options
on futures) if, as a result, the Fund's total obligations upon settlement of
written put options would exceed 25% of its total assets; or (c) purchase
futures contracts or put or call options (including options on futures) for
other than hedging purposes if, as a result, the aggregate value of margin for
futures contracts and option premiums for options purchased by the Fund would
exceed 5% of the Fund's total assets, except that aggregate value of initial
margin deposits for futures and options premiums for options on futures may not
exceed 5% of the Fund's total assets (after taking into account unrealized
profits and unrealized losses on any such positions) and that in the case of an
option that is in-the-money at the time of purchase, the in-the-money amount may
be excluded from such 5%; or (d) purchase futures, put or call options
(including options on futures) for hedging purposes if the aggregate value of
the initial margin deposits for futures contracts purchased would exceed 5% of a
Fund's total assets and initial option premiums for options purchased would
exceed 20% of the Fund's net assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying securities, and
do not apply to securities that incorporate features similar to options.

     The Fund currently intends to treat the value of any over-the-counter
option purchased as illiquid for the purposes of investment limits. Similarly,
for any over-the-counter option the Fund writes, the Fund will treat as illiquid
the value of the option's underlying instrument; however, if the Fund has a
guaranteed right to close out the option with a primary U.S. Government
securities dealer, only the maximum price of the closing transaction minus the
amount the option is in-the-money will be considered illiquid.

     S. Precious Metals. In addition to its investments in securities, the Fund
may invest a portion of its assets in precious metals, such as gold, silver,
platinum, and palladium, and precious metal options and futures. The prices of
precious metals are affected by broad economic and political conditions, but are
less subject to local and company-specific factors than securities of individual
companies. As a result, precious metals and precious metal options and futures
may be more or less volatile in price than securities of companies engaged in
precious metals-related businesses. The Fund may purchase precious metals in any
form, including bullion and coins, 



                                     - 12 -

<PAGE>


provided that the Advisor intends to purchase only those forms of precious 
metals that are readily marketable and that can be stored in accordance with 
custody regulations applicable to mutual funds. The Fund may incur higher 
custody and transaction costs for precious metals than for securities. Also, 
precious metals investments do not pay income.

     The value of the Fund's investments may be affected by changes in the price
of gold and other precious metals. Gold has been subject to substantial price
fluctuations over short periods of time and may be affected by unpredictable
international monetary and other governmental policies, such as currency
devaluations or revaluations; economic and social conditions within a country;
trade imbalances; or trade or currency restrictions between countries. Since
much of the world's known gold reserves are located in South Africa, political
and social conditions there may pose certain risks to the Fund's investments.
For instance, social upheaval and related economic difficulties in South Africa
could cause a decrease in the share values of South African issues.

     The fund is authorized to invest up to 5% of its total assets in precious
metals. As a further limit on precious metals investment, under current federal
tax law, gains from selling precious metals may not exceed 10% of the Fund's
annual gross income. This tax requirement could cause the fund to hold or sell
precious metals, securities, options or futures when it would not otherwise do
so.

     T. Illiquid Investments. Illiquid investments are investments that cannot
be sold or disposed of in the ordinary course of business at approximately the
prices at which they are valued. Under the supervision of the Board of Trustees,
the Advisor determines the liquidity of the Fund's investments and, through
reports from the Advisor, the Board monitors trading activity in illiquid
investments. In determining the liquidity of the Fund's investments, the Advisor
may consider various factors, including (i) the frequency of trades and
quotations, (ii) the number of dealers and prospective purchasers in the
marketplace, (iii) dealer undertakings to make a market, (iv) the nature of the
security (including any demand or tender features), and (v) the nature of the
marketplace for trades (including the ability to assign or offset the Fund's
rights and obligations relating to the investment). Investments currently
considered by the Trust to be illiquid include repurchase agreements not
entitling the holder to payments of principal and interest within seven days,
over-the-counter options, and restricted securities. However, with respect to
OTC options which the Fund writes, all or a portion of the value of the
underlying instrument may be illiquid depending on the assets held to cover the
option and the nature and terms of any agreement the Fund may have to close out
the option before expiration. In the absence of market quotations, illiquid
investments are priced at fair value as determined in good faith by the Advisor,
subject to review of the Board of Trustees. If, through a change in values, net
assets or other circumstances, the Fund were in a position where more than 15%
of its net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.

     U. Restricted Securities. Restricted securities generally can be sold in
privately negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering. Where the
registration is required, the Fund holding restricted securities may be
obligated to pay all or part of the registration expense and a considerable
period may elapse between the time it decides to seek registration and the time
the Fund may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market 



                                     - 13 -

<PAGE>


conditions were to develop, the Fund might obtain a less favorable price than 
prevailed when it decided to seek registration of the security.


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 this 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, provided that the Fund has an asset coverage of
300% for all borrowings and repurchase commitments of the Fund pursuant to
reverse repurchase transactions which the Fund has not fully collateralized as
described in the Prospectus.

     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 "1940 Act"), 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 this
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 are
secured by or represent interests in real estate. This limitation does not
preclude the Fund from investing in mortgage-related securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

     5. Commodities. Except for gold, silver, platinum, palladium or other
precious metals (and then not with respect to more than 5% of its net assets),
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 forward contracts, options or



                                     - 14 -

<PAGE>



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 nonpublicly offered debt securities. For purposes of this
limitation, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

     7.   Concentration.  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 
(including reverse repurchase agreements which the Fund has not fully 
collateralized as described in the Prospectus) representing more than one third 
of its total assets are outstanding.

     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



                                     - 15 -

<PAGE>


transactions involving options, futures contracts, short sales and other 
permitted investments and techniques.

     iv.  Illiquid Investments.  The Fund will not invest more than 15% of its 
net assets in securities for which there are legal or contractual restrictions 
on resale and other illiquid securities.








THE INVESTMENT ADVISOR

     The Fund's investment advisor is Newport Investment Advisors, Inc., 23775
Commerce Park Road, Cleveland, Ohio 44122. Kenneth M. Holeski may be deemed to
control the Advisor due to his ownership of its shares and his positions as an
officer and director of the Advisor.

     Under the terms of the management agreement (the "Agreement"), the Advisor
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the operating expenses of the Fund except brokerage, taxes,
interest, fees and expenses of the non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 2.50% 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. The Fund is responsible
for the payment of all expenses incurred in connection with the organization and
initial registration of shares of the Fund.  For the period May 2, 1996
(commencement of operations) through October 31, 1996, the Fund paid advisory
fees of $11,261.

     The Advisor retains the right to use the name "MAXIM Contrarian" 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 "MAXIM
Contrarian" 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. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue 



                                     - 16 -

<PAGE>



may differ from the interpretations of federal law expressed herein and banks 
and financial institutions may be required to register as dealers pursuant to 
state law. If a bank were prohibited from continuing to perform all or a part 
of such services, management of the Fund believes that there would be no 
material impact on the Fund or its shareholders. 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.


DISTRIBUTION PLAN

     The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
1940 Act (the "Plan") under which the Fund pays the Advisor an amount at an
annual rate of 0.25% of the average daily net assets of the Fund. For a
description of the Plan, see "Distribution Plan" in the Fund's Prospectus.
For the period May 2, 1996 (commencement of operations) through October 31,
1996, the Fund accrued $1,127 under the Distribition Plan. Kenneth M. Holeski,
as controlling shareholder of the Advisor, and other employees of the Advisor
may indirectly benefit from any payments made pursuant to the Plan.




                                     - 17 -

<PAGE>


TRUSTEES AND OFFICERS

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


<TABLE>
<S>                         <C>                        <C>
Name, Age and Address        Position                   Principal Occupations During Past 5 Years

* Kenneth D. Trumpfheller    President and Trustee      President, Treasurer and Secretary of AmeriPrime Services, Inc.,
Age:  38                                                the Fund's administrator, and AmeriPrime Financial Securities, Inc., 
1793 Kingswood Drive                                    the Fund's distributor.  Prior to December , 1994, a senior
Suite 200                                               executive with SEI Financial Services.
Southlake, Texas  76092


Kelli D. Shomaker, C.P.A.    Secretary, Treasurer       Manager of Compliance of AmeriPrime Financial Services, Inc.;
Age:  34                                                Vice President, Chief Accounting Officer, Treasurer and
1793 Kingswood Drive                                    Controller of United Services Advisors, Inc. and United      
Suite 200                                               Services Insurance Funds from 1994 to 1995; Vice President,
Southlake, Texas  76092                                 Chief Accounting Officer, Treasurer, and Controller
                                                        of Accolade Funds and Pauze/Swanson United Services Funds 
                                                        from 1993 to 1995; Controller from 1987 to 1995 and Vice President,
                                                        Chief Accounting Officer and Treasurer from 1990 to
                                                        1995 of United Services Funds; Director of Security
                                                        Trust & Financial Company from 1993 to 1995.

 
Steve L. Cobb                Trustee                    President of Clare Energy, Inc., oil and gas 
Age:  39                                                exploration company; International Marketing Manager
140 Mockingbird Lane                                    of Carbo Ceramics Inc., oil field manufacturing/supply 
Coppell, Texas  76019                                   company.


Gary E. Hippenstiel          Trustee                    Vice President and Chief Investment Officer of Legacy
Age:  49                                                Trust Company; President and Director of Heritage
600 Jefferson Street                                    Trust Company from 1994 to 1996; Vice President and Manager
Houston, Texas  70002                                   of Investments of Kanaly Trust Company from 1988 to 1992.
</TABLE>


     The compensation paid to the Trustees of the Trust for the fiscal year
ended October 31, 1996 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.

<TABLE>
<S>                          <C>               <C>
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                   $4,000                 $4,000

Gary E. Hippenstiel             $4,000                 $4,000
</TABLE>


                                     - 18 -

<PAGE>


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.

     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.

     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 period May 2, 1996 (commencement of operations) through October 31,
1996, the Fund paid total brokerage commissions of $14,358.  The Fund paid
$312 to WRP Investments, Inc., an affiliate of the Advisor.  This amount
represents 2.17% of the total brokerage commissions paid, for effecting 3.26%
of all brokerage transactions.




                                     - 19 -

<PAGE>


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,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. For a description of the methods used to determine
the net asset value (share price), see "Share Price Calculation" in the
Prospectus.


INVESTMENT PERFORMANCE

     "Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public offering
through the end of the Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

                                   n
                             P(1+T) = 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 period May 2,
1996 (commencement of operations) through October 31, 1996, the Fund's
average annual total return was -15.80%, annualized.

     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


                                     - 20 -


<PAGE>


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

     Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian of
the Fund's investments. The Custodian acts as the Fund's depository, safekeeps
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.


TRANSFER AGENT

     American Data Services, Inc., ("ADS"), 24 W. Carver Street, Huntington,
New York 11743, acts as the 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
the Fund's shares, acts as dividend and distribution disbursing agent and
performs other accounting and shareholder service functions. In addition, ADS
provides the Fund with certain monthly reports, record-keeping and other
management-related services.  For the period May 2, 1996 (commencement of
operations) through October 31, 1996, ADS received $9,600 from the Adviser
(not the Fund) for these services.


ACCOUNTANTS

     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending October 31, 1997. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.


DISTRIBUTOR

     AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, 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 auditor's report required to be
included in this Statement of Additional Information are incorporated herein
by reference to the Trust's Annual Report to Shareholders for the period
May 2, 1996 (commencement of operations) through October 31, 1996.  The Trust
will provide the Annual Report without charge by calling the Fund at
1-888-81-MAXIM.


                                     - 21 -


<PAGE>








   
                             IMS CAPITAL VALUE FUND

                      STATEMENT OF ADDITIONAL INFORMATION

                                 March 1, 1997









     This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus of IMS Capital Value Fund dated
March 1, 1997. A copy of the Prospectus can be obtained by writing
the Transfer Agent at 24 W. Carver Street, Huntington, New York 11743, or by
calling 1-800-934-5550.

    










<PAGE>


                  STATEMENT OF ADDITIONAL INFORMATION

                           TABLE OF CONTENTS

                                                                    PAGE

   
DESCRIPTION OF THE TRUST. . . . . . . . . . . . . . . . . . . . . .   1

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
 CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .   1

INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . .   2

THE INVESTMENT ADVISOR. . . . . . . . . . . . . . . . . . . . . . .   5

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . .   6

PORTFOLIO TRANSACTIONS AND BROKERAGE. . . . . . . . . . . . . . . .   7

DETERMINATION OF SHARE PRICE. . . . . . . . . . . . . . . . . . . .   8

INVESTMENT PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . .   8

CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

TRANSFER AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . .   9

ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
    


                                     - i -


<PAGE>


DESCRIPTION OF THE TRUST

     IMS Capital Value Fund (the "Fund") was organized as a series of AmeriPrime
Funds (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 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.

     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.

   
     As of December 2, 1996, the officers and trustees as a group beneficially
owned less than one percent (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 Invest in the Fund" 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 "Share Price Calculation" 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, as described in the
Prospectus (see "Investment Objectives and Strategies" and "Investment Policies
and Techniques and Risk Considerations").

     A. Equity Securities. Equity securities include common stock, 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


                                     - 1 -


<PAGE>


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.

     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. Options Transactions. 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. The Fund will only engage in
exchange-traded options transactions.

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


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 this 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.



                                     - 2 -


<PAGE>


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 this
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


                                     - 3 -


<PAGE>

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 this 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.

   
    

                                     - 4 -


<PAGE>



THE INVESTMENT ADVISOR

     The Fund's investment advisor is IMS Capital Management, 10159 S.E.
Sunnyside Road, Suite 330, Portland, Oregon 97015. 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 period
August 1, 1996 (commencement of operations) through October 31, 1996, the Fund
paid advisory fees of $9,952.
    

     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. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Fund believes that
the Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law. If a bank were prohibited
from continuing to perform all or a part of such services, management of the
Fund believes that there would be no material impact on the Fund or its
shareholders. 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.


                                     - 5 -


<PAGE>


TRUSTEES AND OFFICERS

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

   
<TABLE>
<S>                         <C>                     <C>
Name, Age and Address       Position                Principal Occupations During Past 5 Years

* Kenneth D. Trumpfheller   President and Trustee   President, Treasurer and Secretary of AmeriPrime
Age:  38                                            Financial Services, Inc., the Fund's administrator,
1793 Kingswood Drive                                and AmeriPrime Financial Securities, Inc., the
Suite 200                                           Fund's distributor. Prior to December, 1994, 
Southlake, Texas  76092                             a senior client executive with SEI Financial Services.


Kelli D. Shomaker, C.P.A.   Secretary, Treasurer    Manager of Compliance of AmeriPrime Financial
Age:  34                                            Services, Inc.; Vice President, Chief Accounting
1793 Kingswood Drive                                Officer, Treasurer and Controller of United
Suite 200                                           Services Advisors, Inc. and United Services
Southlake, Texas  76092                             Insurance Funds from 1994 to 1996; Vice President,
                                                    Chief Accounting Officer, Treasurer, and Controller
                                                    of Accolade Funds and Pauze/Swanson United Services
                                                    Funds from 1993 to 1996; Controller from 1987 to 
                                                    1996 and Vice President, Chief Accounting Officer
                                                    and Treasurer from 1990 to 1996 of United Services
                                                    Funds; Director of Security Trust & Financial Company
                                                    from 1993 to 1996.

Steve L. Cobb               Trustee                 President of Clare Energy, Inc., oil and gas
Age:  39                                            exploration company; International Marketing
140 Mockingbird Lane                                Manager of Carbo Ceramics Inc., oil field
Coppell, Texas  76019                               manufacturing/supply company.

Gary E. Hippenstiel         Trustee                 Vice President and Chief Investment Officer
Age:  49                                            of Legacy Trust Company; President and Director
600 Jefferson Street                                of Heritage Trust Company from 1994 to 1996;
Houston, Texas  70002                               Vice President and Manager of Investments of
                                                    Kanaly Trust Company from 1988 to 1992.
</TABLE>
    

   
     The compensation paid to the Trustees of the Trust for the fiscal year
ended October 31, 1996 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.
    

   
<TABLE>
<S>                         <C>                <C>
                               Aggregate           Total Compensation
                             Compensation       from Trust (the Trust is
Name                          from Trust         not in a Fund Complex)

Kenneth D. Trumpfheller             0                       0
Steve L. Cobb                  $4,000                  $4,000
Gary E. Hippenstiel            $4,000                  $4,000
</TABLE>
    

   
    

                                     - 6 -


<PAGE>

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.

     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 $426,000 of brokerage transactions (on which commissions $1,410) during
the period August 1, 1996 (commencement of operations) through October 31, 1996.
    

     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.



                                     -7 -


<PAGE>


   
     For the period August 1, 1996 (commencement of operations) through
October 31, 1996, the Fund paid brokerage commission of $3,318.
    


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,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. For a description of the methods used to determine
the net asset value (share price), see "Share Price Calculation" in the
Prospectus.


INVESTMENT PERFORMANCE

     "Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public offering
through the end of the Fund's most recent fiscal year) that would equate the
initial amount invested to the ending redeemable value, according to the
following formula:

                                   n
                             P(1+T)  = 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 period
August 1, 1996 (commencement of operations) through October 31, 1996, the Fund's
average annual total return was 30.23%, annualized.
    

     From time to time, in advertisements, sales literature and information
furnished to present or prospective shareholders, the performance of the Fund

                                     - 8 -


<PAGE>

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

     Star 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.


TRANSFER AGENT

   
     American Data Services, Inc. (ADS), 24 W. Carver Street, Huntington,
New York 11743, acts as the 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
the Fund's shares, acts as dividend and distribution disbursing agent and
performs other accounting and shareholder service functions. In addition, ADS
provides the Fund with certain monthly reports, record-keeping and other
management-related services.  For the period August 1, 1996 through October 31,
1996, ADS received $4,800 from the Fund for these services.
    


ACCOUNTANTS

   
     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent public accountants for the Trust for the
fiscal year ending October 31, 1997. McCurdy & Associates performs an annual
audit of the Fund's financial statements and provides financial, tax and
accounting consulting services as requested.
    


DISTRIBUTOR

     AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, 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.



                                     - 9 -



<PAGE>





                                AmeriPrime Funds

PART C.   OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

          (a)  For the MAXIM Contrarian Fund

               Included in Part A:
   
               Financial Highlights of Carl Domino Equity Income Fund,
               AIT Vision U.S. Equity Portfolio, GLOBALT Growth Fund,
               The MAXIM Contrarian Fund and IMS Capital Value Fund for
               the period ended October 31, 1996 are included in their
               respective Prospectus or Supplement to Prospectus.
                          
               Included in Part B:
               Financial Statements, comprised of the following items,
               of Carl Domino Equity Income Fund, AIT Vision U.S. Equity
               Portfolio, GLOBALT Growth Fund, The MAXIM Contrarian Fund
               and IMS Capital Value Fund are included in their
               respective Statement of Additional Information:
               Report of Independent Accountants
               Schedule of Investments, October 31, 1996.
               Statement of Assets and Liabilities, October 31, 1996.
               Statement of Operations for the period ended October 31,
               1996.
               Statement of changes in Net Assets for the period ended
               October 31, 1996.
               Financial Highlights for the period ended october 31,
               1996.
               Notes to Financial Statements.
    
               (b)  Exhibits

                    (1)  (i)    Copy of Registrant's Declaration of Trust,
                                which was filed as an Exhibit to Registrant's
                                Registration Statement, is hereby incorporated
                                by reference.  

   
                         (ii)   Copy of Amendment No. 1 to Registrant's
                                Declaration of Trust, which was filed as an
                                Exhibit to Registrant's Pre-Effective
                                Amendment No. 1, is hereby incorporated by
                                reference.  

                         (iii)  Copy of Amendment No. 2 to Registrant's
                                Declaration of Trust, which was filed as an
                                Exhibit to Registrant's Post-Effective
                                Amendment No. 1, is hereby incorporated by
                                reference.  
    

                         (iv)   Copy of Amendment No. 3 to Registrant's
                                Declaration of Trust, which was filed as an
                                Exhibit to Registrant's Post-Effective
                                Amendment No. 4, is hereby incorporated by
                                reference.

                         (v)    Copy of Amendment No. 4 to Registrant's
                                Declaration of Trust, which was filed as an
                                Exhibit to Registrant's Post-Effective
                                Amendment No. 4, is hereby incorporated by
                                reference.


                                     - 1 -

<PAGE>


                    (2)  Copy of Registrant's By-Laws, which was filed as an
                         Exhibit to Registrant's Registration Statement, is
                         hereby incorporated by reference.   

                    (3)  Voting Trust Agreements - None.

                    (4)  Specimen of Share Certificates - None.

                    (5)  (i)    Copy of Registrant's Management Agreement with
                                Carl Domino Associates, L.P., Adviser to Carl
                                Domino Equity Income Fund, which was filed as
                                an Exhibit to Registrant's Pre-Effective
                                Amendment No. 1, is hereby incorporated by
                                reference.  

   
                         (ii)   Copy of Registrant's Management Agreement with
                                Jenswold, King & Associates, Adviser to
                                Fountainhead Special Value Fund, which was
                                filed as an Exhibit to Registrant's Pre-
                                Effective Amendment No. 1, is hereby
                                incorporated by reference.  
    

   
                         (iii)  Copy of Registrant's Management Agreement with
                                Advanced Investment Technology, Inc., Adviser
                                to AIT Vision U.S. Equity Portfolio is filed
                                herewith. 
    

                         (iv)   Copy of Registrant's Management Agreement with
                                GLOBALT, Inc., Adviser to GLOBALT Growth Fund,
                                which was filed as an Exhibit to Registrant's
                                Pre-Effective Amendment No. 1, is hereby
                                incorporated by reference.   

                         (v)    Copy of Registrant's Management Agreement with
                                Newport Investment Advisors, Inc., Adviser to
                                The MAXIM Contrarian Fund, which was filed as
                                an Exhibit to Registrant's Post-Effective
                                Amendment No. 2, is hereby incorporated by
                                reference.  

   
                         (vi)   Copy of Registrant's Management Agreement with
                                IMS Capital Management, Inc., Adviser to the
                                IMS Capital Value Fund, which was filed as an
                                Exhibit to Registrant's Post-Effective
                                Amendment No. 2, is hereby incorporated by
                                reference.  
    


                                     - 2 -

<PAGE>


                    (6)  Copy of Registrant's Underwriting Agreement with
                         AmeriPrime Financial Securities, Inc., which was
                         filed as an Exhibit to Registrant's Pre-Effective
                         Amendment No. 1, is hereby incorporated by
                         reference.   

                    (7)  Bonus, Profit Sharing, Pension or Similar Contracts
                         for the benefit of Directors or Officers - None.

                    (8)  Copy of Registrant's Agreement with the Custodian,
                         Star Bank, N.A., which was filed as an Exhibit to
                         Registrant's Pre-Effective Amendment No. 1, is
                         hereby incorporated by reference.   

                    (9)  Copy of Registrant's Agreement with the
                         Administrator, AmeriPrime Financial Services, Inc.,
                         which was filed as an Exhibit to Registrant's Pre-
                         Effective Amendment No. 1, is hereby incorporated by
                         reference. 

                    (10) Opinion and Consent of Brown, Cummins & Brown Co.,
                         L.P.A. is filed herewith.

                    (11) Consent of independent public accountants is filed
                         herewith.

                    (12) Financial Statements Omitted from Item 23 - None.

                    (13) Copy of Letter of Initial Stockholders, which was
                         filed as an Exhibit to Registrant's Pre-Effective
                         Amendment No. 1, is hereby incorporated by
                         reference.  

                    (14) Model Plan used in Establishment of any Retirement
                         Plan - None.

                    (15) (i)    Copy of Registrant's Rule 12b-1 Distribution
                                Plan for The MAXIM Contrarian Fund, which was
                                filed as an Exhibit to Registrant's Post-
                                Effective Amendment No. 1, is hereby
                                incorporated by reference.  

                         (ii)   Copy of Registrant's Rule 12b-1 Service
                                Agreement for The MAXIM Contrarian Fund, which
                                was filed as an Exhibit to Registrant's Post-
                                Effective Amendment No. 1, is hereby
                                incorporated by reference.   

                    (16) Schedule for Computation of Each Performance
                         Quotation - None.

                    (17) Financial Data Schedule is filed herewith. 

                    (18) Rule 18f-3 Plan - None.


                                     - 3 -

<PAGE>


   
                    (19) (i)    Power of Attorney for Registrant and
                                Certificate with respect thereto, which were
                                filed as an Exhibit to Registrant's Post-
                                Effective Amendment No. 5, are hereby
                                incorporated by reference.

                          (ii)  Powers of Attorney for Trustees and Officers
                                which were filed as an Exhibit to Registrant's
                                Post-Effective Amendment No. 5, are hereby
                                incorporated by reference.
    


Item 25.  Persons Controlled by or Under Common Control with the
          Registrant (As of December 2, 1996)

         The Carl Domino Associates, L.P., Profit Sharing Trust may be
deemed to control the Carl Domino Equity Income Fund, LBS Capital
Management, Inc., a Florida corporation, may be deemed to control
the AIT Vision U.S. Equity Portfolio, and Cheryl and Kenneth
Holeski may be deemed to control The MAXIM Contrarian Fund, as a
result of their respective beneficial ownership of those Funds. 


Item 26.  Number of Holders of Securities (as of December 2, 1996)

      Title of Class                             Number of Record Holders

   
Carl Domino Equity Income Fund                               32
Fountainhead Special Value Fund                               0
AIT Vision U.S. Equity Portfolio                             23
GLOBALT Growth Fund                                          38
The MAXIM Contrarian Fund                                    39
IMS Capital Value Fund                                      100
    


Item 27.  Indemnification

          (a)  Article VI of the Registrant's Declaration of Trust
               provides for indemnification of officers and Trustees
               as follows:

                           Section 6.4  Indemnification of Trustees,
                  Officers, etc.  Subject to and except as otherwise
                  provided in the Securities Act of 1933, as
                  amended, and the 1940 Act, the Trust shall
                  indemnify each of its Trustees and officers
                  (including persons who serve at the Trust's
                  request as directors, officers or trustees of
                  another organization in which the Trust has any
                  interest as a shareholder, creditor or otherwise
                  (hereinafter referred to as a "Covered Person")
                  against all liabilities, including but not limited
                  to amounts paid in satisfaction of judgments, in
                  compromise or as fines and penalties, and
                  expenses, including reasonable accountants' and
                  counsel fees, incurred by any Covered Person in
                  connection with the defense or disposition of any

                                     - 4 -

<PAGE>


                  action, suit or other proceeding, whether civil or
                  criminal, before any court or administrative or
                  legislative body, in which such Covered Person may
                  be or may have been involved as a party or
                  otherwise or with which such person may be or may
                  have been threatened, while in office or
                  thereafter, by reason of being or having been such
                  a Trustee or officer, director or trustee, and
                  except that no Covered Person shall be indemnified
                  against any liability to the Trust or its
                  Shareholders to which such Covered Person would
                  otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence or
                  reckless disregard of the duties involved in the
                  conduct of such Covered Person's office.

                           Section 6.5  Advances of Expenses.  The Trust
                  shall advance attorneys' fees or other expenses
                  incurred by a Covered Person in defending a
                  proceeding to the full extent permitted by the
                  Securities Act of 1933, as amended, the 1940 Act,
                  and Ohio Revised Code Chapter 1707, as amended. 
                  In the event any of these laws conflict with Ohio
                  Revised Code Section 1701.13(E), as amended, these
                  laws, and not Ohio Revised Code Section
                  1701.13(E), shall govern.

                           Section 6.6  Indemnification Not Exclusive,
                  etc.  The right of indemnification provided by
                  this Article VI shall not be exclusive of or
                  affect any other rights to which any such Covered
                  Person may be entitled.  As used in this Article
                  VI, "Covered Person" shall include such person's
                  heirs, executors and administrators.  Nothing
                  contained in this article shall affect any rights
                  to indemnification to which personnel of the
                  Trust, other than Trustees and officers, and other
                  persons may be entitled by contract or otherwise
                  under law, nor the power of the Trust to purchase
                  and maintain liability insurance on behalf of any
                  such person.

               The Registrant may not pay for insurance which protects
               the Trustees and officers against liabilities rising
               from action involving willful misfeasance, bad faith,
               gross negligence or reckless disregard of the duties
               involved in the conduct of their offices.

          (b)  The Registrant may maintain a standard mutual fund and
               investment advisory professional and directors and
               officers liability policy.  The policy, if maintained,
               would provide coverage to the Registrant, its Trustees
               and officers, and could cover its Advisers, among

                                     - 5 -

<PAGE>


               others.  Coverage under the policy would include losses
               by reason of any act, error, omission, misstatement,
               misleading statement, neglect or breach of duty.

          (c)  Insofar as indemnification for liabilities arising
               under the Securities Act of 1933 may be permitted to
               trustees, officers and controlling persons of the
               Registrant pursuant to the provisions of Ohio law and
               the Agreement and Declaration of the Registrant or the
               By-Laws of the Registrant, or otherwise, the Registrant
               has been advised that in the opinion of the Securities
               and Exchange Commission such indemnification is against
               public policy as expressed in the Act and is,
               therefore, unenforceable.  In the event that a claim
               for indemnification against such liabilities (other
               than the payment by the Registrant of expenses incurred
               or paid by a trustee, officer or controlling person of
               the Trust in the successful defense of any action, suit
               or proceeding) is asserted by such trustee, officer or
               controlling person in connection with the securities
               being registered, the Registrant will, unless in the
               opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification
               by it is against public policy as expressed in the Act
               and will be governed by the final adjudication of such
               issue.

Item 28.  Business and Other Connections of Investment Adviser

          A.   Carl Domino Associates, L.P., 580 Village Boulevard,
               Suite 225, West Palm Beach, Florida  33409, ("CDA"),
               adviser to the Carl Domino Equity Income Fund, is a
               registered investment adviser.  

               (1) CDA has engaged in no other business during the
                                  past two fiscal years.  

               (2) The following list sets forth other substantial
                   business activities of the partners and officers
                   of CDA during the past two years.  

                   (a)  Penn Independent Corp., a partner in CDA, is
                        an insurance holding company that operates a
                        premium finance company, a surplus lines
                        insurance company and a wholesale insurance
                        agency.  

                   (b)  James E. Heerin, Jr., an officer of CDA, is
                        vice president and general counsel of Penn
                        Independent Corp. and an officer and director
                        of Shrimp Culture II, Inc., both at 420 South



                                     - 6 -

<PAGE>


                        York Road, Hatboro, PA  19040.  Shrimp
                        Culture II, Inc. raises and sells shrimp.  

                   (c)  Lawrence Katz, a partner in CDA, is an
                        orthopedic surgeon in private practice.

                   (d)  Saltzman Partners, a partner in CDA, is a
                        limited partnership that invests in companies
                        and businesses.  

                   (e)  Cango Inversiones, SA, a partner in CDA, is a
                        foreign business entity that invests in U.S.
                        companies and businesses.  

   
          B.   Jenswold, King & Associates, Inc., 1980 Post Oak
               Boulevard, Suite 2400, Houston, Texas  77056-3898
               ("JKA"), adviser to the Fountainhead Special Value
               Fund, is a registered investment adviser.  
    

               (1) JKA has engaged in no other business during the
                   past two fiscal years.  

               (2) The following list sets forth other substantial
                   business activities of the directors and officers
                   of JKA during the past two years.  

                   (a)  John Servis, a director of JKA, is a licensed
                        real estate broker.  

   
          C.   Advanced Investment Technology, Inc., 311 Park Place
               Boulevard, Suite 250, Clearwater, Florida  34619
               ("AIT"), adviser to AIT Vision U.S. Equity Portfolio,
               is a registered investment adviser.  

               (1) AIT has engaged in no other business during the
                   past two fiscal years.

               (2) The following list sets forth other substantial
                   business activities of the directors and officers
                   of AIT during the past two fiscal years.  

                   (a)  Dean S. Barr, director and the CEO of AIT,
                        was the managing director of LBS Capital
                        Management, Inc., 311 Park Place Blvd.,
                        Clearwater, Florida from 1989-1996.

                   (b)  Mani Ganesh, a director and the vice
                        president of AIT, was the vice president of
                        LBS Capital Management, Inc. from 1989-1996.

                   (c)  Scott P. Mason, a director of AIT is also a
                        professor at Harvard University.


                                     - 7 -

<PAGE>


                   (d)  Raymond L. Killian, a director of AIT and the
                        chief executive officer of Investment
                        Technology Group, Inc., 900 3rd Avenue,
                        New York, New York

                   (e)  David C. Cushing, a director of AIT and a
                        registered representative of Investment
                        Technology Group, Inc.

                   (f)  Lisa A. Sloan, chief operating officer of AIT
                        was director of operations of LBS Capital
                        Management, Inc., 311 Park Place Blvd., Suite
                        330, Clearwater, Florida.  From 1995-1996 she
                        was  a technical controller with Salomon
                        Brothers, Inc., 8800 Hidden River Parkway, Tampa,
                        Florida.
    

          D.   GLOBALT, Inc., 3060 Peachtree Road, N.W., One Buckhead
               Plaza, Suite 225, Atlanta, Georgia  30305 ("GLOBALT"),
               adviser to GLOBALT Growth Fund, is a registered
               investment adviser.  

               (1) GLOBALT has engaged in no other business during
                   the past two fiscal years.  

               (2) The following list sets forth other substantial
                   business activities of the officers and directors
                   of GLOBALT during the past two years.  

                   (a)  Gregory S. Paulette, an officer of GLOBALT,
                        is the president of GLOBALT Capital
                        Management, a division of GLOBALT.  

          E.   Newport Investment Advisors, Inc., 20600 Chagrin
               Boulevard, Suite 1020, Shaker Heights, Ohio  44122
               ("Newport"), adviser to The MAXIM Contrarian Fund, is a
               registered investment adviser.  

               (1) Newport has engaged in no other business during
                   the past two fiscal years.  

               (2) The following list sets forth other substantial
                   business activities of the officers and directors
                   of Newport during the past two years.  

                   (a)  Kenneth Holeski, president of Newport, is the
                        vice president of Newport Evaluation
                        Services, Inc., a fiduciary consulting
                        business at 20600 Chagrin Boulevard, Shaker
                        Heights, Ohio  44122, and a registered
                        representative of WRP Investments, Inc., 4407
                        Belmont Avenue, Youngstown, Ohio  44505, a
                        registered broker/dealer.


                                     - 8 -

<PAGE>


                   (b)  Donn M. Goodman, vice president of Newport,
                        is the president of Newport Evaluation
                        Services, Inc.  

   
          F.   IMS Capital Management, Inc., 10159 S.E. Sunnyside
               Road, Suite 330, Portland, Oregon  97015, ("IMS"),
               Adviser to the IMS Capital Value Fund, is a registered
               investment adviser.
    

               (1) IMS has engaged in no other business during the
                   past two fiscal years.

               (2) The following list sets forth other substantial
                   business activities of the directors and officers
                   of IMS during the past two years - None.


Item 29.  Principal Underwriters

          A.   AmeriPrime Financial Securities, Inc., is the
               Registrant's principal underwriter.  Kenneth D.
               Trumpfheller, 1793 Kingswood Drive, Suite 200,
               Southlake, Texas  76092, is the President, Secretary
               and Treasurer of the underwriter and the President and
               a Trustee of the Registrant.  


Item 30.  Location of Accounts and Records

          Accounts, books and other documents required to be
          maintained by Section 31(a) of the Investment Company Act of
          1940 and the Rules promulgated thereunder will be maintained
          by the Registrant at 1793 Kingswood Drive, Suite 200,
          Southlake, Texas  76092 and/or by the Registrant's
          Custodian, Star Bank, N.A., 425 Walnut Street, Cincinnati,
          Ohio  45202, and/or transfer and shareholder service agent,
          American Data Services, Inc., 24 West Carver Street,
          Huntington, New York 11743.

Item 31.  Management Services Not Discussed in Parts A or B

          None.

Item 32. Undertakings

         (a)   Not Applicable.

         (b)   The Registrant hereby undertakes to furnish each person
               to whom a prospectus is delivered with a copy of the
               Registrant's latest annual report to shareholders, upon
               request and without charge.  

   
         (c)   The Registrant hereby undertakes to file a Post-
               Effective Amendment, using financial statements which
               need not be certified, within four to six months from
               the effective date of the Fountainhead Special Value
               Fund registration.  
    


                                     - 9 -

<PAGE>




                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati,
State of Ohio, on the 27th day of December, 1996.


                                  AmeriPrime Funds

                                                 
                                  By: /s/ Donald S. Mendelsohn
                                      Donald S. Mendelsohn,
                                      Attorney-in-Fact


        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.


Kenneth D. Trumpfheller,                                    
President and Trustee             By:/s/_________________                    
                                       Donald S. Mendelsohn,
Kelli D. Shomaker, Treasurer           Attorney-in-Fact

Steve L. Cobb, Trustee                 December 27, 1996

Gary E. Hippenstiel, Trustee



<PAGE>

                                  EXHIBIT INDEX

                                                                        PAGE

   
 1.  Management Agreement with Advanced Investment
        Technology, Inc. . . . . . . . . . . . . . . . . . . . . . . .EX-99.B5

 2.     Opinion of Brown, Cummins & Brown Co., L.P.A. . . . . . . . . EX-99.B10

 3.     Consent of McCurdy & Associates . . . . . . . . . . . . . . . EX-99.B11

 4.     Financial Data Schedule . . . . . . . . . . . . . . . . . . . EX-27
    




                              MANAGEMENT AGREEMENT

TO:      Advanced Investment Technology, Inc.
         311 Park Place Blvd.
         Clearwater, Florida  34619

Dear Sirs:

         AmeriPrime Funds (the "Trust") herewith confirms our
agreement with you.

         The Trust has been organized to engage in the business of an
investment company. The Trust currently offers several series of
shares to investors, one of which is the AIT Vision U.S. Equity
Portfolio (the "Fund").  

         You have been selected to act as the sole investment adviser
of the Fund and to provide certain other services, as more fully
set forth below, and you are willing to act as such investment
adviser and to perform such services under the terms and
conditions hereinafter set forth.  Accordingly, the Trust agrees
with you as follows effective October 29, 1996.


         1.      ADVISORY SERVICES

                 You will regularly provide the Fund with such
investment advice as you in your discretion deem advisable and
will furnish a continuous investment program for the Fund
consistent with the Fund's investment objectives and policies. 
You will determine the securities to be purchased for the Fund,
the portfolio securities to be held or sold by the Fund and the
portion of the Fund's assets to be held uninvested, subject
always to the Fund's investment objectives, policies and
restrictions, as each of the same shall be from time to time in
effect, and subject further to such policies and instructions as
the Board may from time to time establish.  You will advise and
assist the officers of the Trust in taking such steps as are
necessary or appropriate to carry out the decisions of the Board
and the appropriate committees of the Board regarding the conduct
of the business of the Fund.


         2.      ALLOCATION OF CHARGES AND EXPENSES

                 You will pay all organizational and operating expenses
of the Fund, including the compensation and expenses of any
employees of the Fund and of any other persons rendering any
services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and
expenses incurred by the Fund in connection with membership in
investment company organizations; legal, auditing and accounting
expenses; expenses of registering shares under federal and state
securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of
shares of the Fund; insurance expenses; fees and expenses of the
custodian, transfer agent, dividend disbursing agent, shareholder
service agent, plan agent, administrator, accounting and pricing
services agent and underwriter of the Fund; expenses, including
clerical expenses, of issue, sale, redemption or repurchase of
shares of the Fund; the cost of preparing and distributing
reports and notices to shareholders, the cost of printing or
preparing prospectuses and statements of additional information
for delivery to the Fund's current and prospective shareholders;
the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of
shareholders' meetings and proxy solicitations; advertising,
promotion and other expenses incurred directly or indirectly in
connection with the sale or distribution of the Fund's shares;
and all other organizational and operating expenses not
specifically assumed by the Fund.

                 The Fund will pay all brokerage fees and commissions,
taxes, interest, fees and expenses of the non-interested person
trustees and such extraordinary or non-recurring expenses as may
arise, including litigation to which the Fund may be a party and
indemnification of the Trust's trustees and officers with respect
thereto.  You may obtain reimbursement from the Fund, at such
time or times as you may determine in your sole discretion, for
any of the expenses advanced by you, which the Fund is obligated
to pay, and such reimbursement shall not be considered to be part
of your compensation pursuant to this Agreement.


         3.      COMPENSATION OF THE ADVISER

                 For all of the services to be rendered and payments to
be made as provided in this Agreement, as of the last business
day of each month, the Fund will pay you a fee at the annual rate
of 0.70% of the average value of its daily net assets.  

                 The average value of the daily net assets of the Fund
shall be determined pursuant to the applicable provisions of the
Declaration of Trust of the Trust or a resolution of the Board,
if required.  If, pursuant to such provisions, the determination
of net asset value of the Fund is suspended for any particular
business day, then for the purposes of this paragraph, the value
of the net assets of the Fund as last determined shall be deemed
to be the value of the net assets as of the close of the business
day, or as of such other time as the value of the Fund's net
assets may lawfully be determined, on that day.  If the
determination of the net asset value of the Fund has been
suspended for a period including such month, your compensation
payable at the end of such month shall be computed on the basis
of the value of the net assets of the Fund as last determined
(whether during or prior to such month).


         4.      EXECUTION OF PURCHASE AND SALE ORDERS

                 In connection with purchases or sales of portfolio
securities for the account of the Fund, it is understood that you
will arrange for the placing of all orders for the purchase and
sale of portfolio securities for the account with brokers or
dealers selected by you, subject to review of this selection by
the Board from time to time.  You will be responsible for the
negotiation and the allocation of principal business and
portfolio brokerage.  In the selection of such brokers or dealers
and the placing of such orders, you are directed at all times to
seek for the Fund the best qualitative execution, 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.

                 You should generally seek favorable prices and
commission rates that are reasonable in relation to the benefits
received.  In seeking best qualitative execution, you are
authorized to select brokers or dealers who also provide
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Fund
and/or the other accounts over which you exercise investment
discretion.  You are authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a Fund portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged
for effecting that transaction if you determine in good faith
that the amount of the commission is reasonable in relation to
the value of the brokerage and research services provided by the
executing broker or dealer.  The determination may be viewed in
terms of either a particular transaction or your overall
responsibilities with respect to the Fund and to accounts over
which you exercise investment discretion.  The Fund and you
understand and acknowledge that, although the information may be
useful to the Fund and you, it is not possible to place a dollar
value on such information.  The Board shall periodically review
the commissions paid by the Fund to determine if the commissions
paid over representative periods of time were reasonable in
relation to the benefits to the Fund.

                 Consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., and subject to
seeking best qualitative execution as described above, you may
give consideration to sales of shares of the Fund as a factor in
the selection of brokers and dealers to execute Fund portfolio
transactions.

                 Subject to the provisions of the Investment Company Act
of 1940, as amended, and other applicable law, you, any of your
affiliates or any affiliates of your affiliates may retain
compensation in connection with effecting the Fund's portfolio
transactions, including transactions effected through others.  If
any occasion should arise in which you give any advice to clients
of yours concerning the shares of the Fund, you will act solely
as investment counsel for such client and not in any way on
behalf of the Fund.  Your services to the Fund pursuant to this
Agreement are not to be deemed to be exclusive and it is 
understood that you may render investment advice, management and
other services to others, including other registered investment
companies.


         5.      LIMITATION OF LIABILITY OF ADVISER

                 You may rely on information reasonably believed by you
to be accurate and reliable.  Except as may otherwise be required
by the Investment Company Act of 1940 or the rules thereunder,
neither you nor your shareholders, officers, directors,
employees, agents, control persons or affiliates of any thereof
shall be subject to any liability for, or any damages, expenses
or losses incurred by the Trust in connection with, any error of
judgment, mistake of law, any act or omission connected with or
arising out of any services rendered under, or payments made
pursuant to, this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad
faith or gross negligence on the part of any such persons in the
performance of your duties under this Agreement, or by reason of
reckless disregard by any of such persons of your obligations and
duties under this Agreement.

                 Any person, even though also a director, officer,
employee, shareholder or agent of you, who may be or become an
officer, director, trustee, employee or agent of the Trust, shall
be deemed, when rendering services to the Trust or acting on any
business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such
services to or acting solely for the Trust and not as a director,
officer, employee, shareholder or agent of you, or one under your
control or direction, even though paid by you.


         6.      DURATION AND TERMINATION OF THIS AGREEMENT

                 This Agreement shall take effect on September 1, 1996,
and shall remain in force for a period of two (2) years from the
date of its execution, and from year to year thereafter, subject
to annual approval by (i) the Board or (ii) a vote of a majority
(as defined in the Investment Company Act of 1940) of the
outstanding voting securities of the Fund, provided that in
either event continuance is also approved by a majority of the
trustees who are not "interested persons," as defined in the
Investment Company Act of 1940, of you or the Trust, by a vote
cast in person at a meeting called for the purpose of voting such
approval.

                 If the shareholders of the Fund fail to approve the
Agreement in the manner set forth above, upon  request of the
Board, you will continue to serve or act in such capacity for the
Fund for the period of time pending required approval of the
Agreement, of a new agreement with you or a different adviser or
other definitive action; provided that the compensation to be
paid by the Fund to you for your services to and payments on
behalf of the Fund will be equal to the lesser of your actual
costs incurred in furnishing such services and payments or the
amount you would have received under this Agreement for
furnishing such services and payments.

                 This Agreement may, on sixty days written notice, be
terminated with respect to the Fund, at any time without the
payment of any penalty, by the Board, by a vote of a majority of
the outstanding voting securities of the Fund, or by you.  This
Agreement shall automatically terminate in the event of its
assignment.


         7.      USE OF NAME

                 The Trust and you acknowledge that all rights to the
name "AIT Vision" belongs to you, and that the Trust is being
granted a limited license to use such words in its Fund name or
in any class name.  In the event you cease to be the adviser to
the Fund, the Trust's right to the use of the name "AIT Vision"
shall automatically cease on the ninetieth day following the
termination of this Agreement.  The right to the name may also be
withdrawn by you during the term of this Agreement upon ninety
(90) days' written notice by you to the Trust.  Nothing contained
herein shall impair or diminish in any respect, your right to use
the name "AIT Vision" in the name of, or in connection with, any
other business enterprises with which you are or may become
associated.  There is no charge to the Trust for the right to use
these names.


         8.      AMENDMENT OF THIS AGREEMENT

                 No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this
Agreement shall be effective until approved  by the Board,
including a majority of the trustees who are not interested
persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if
required under current interpretations of the Act by the
Securities and Exchange Commission) by vote of the holders of a
majority of the outstanding voting securities of the series to
which the amendment relates.


         9.      LIMITATION OF LIABILITY TO TRUST PROPERTY

                 The term "AmeriPrime Funds" means and refers to the
Trustees from time to time serving under the Trust's Declaration
of Trust as the same may subsequently thereto have been, or
subsequently hereto be, amended.  It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any
of the trustees, shareholders, nominees, officers, agents or
employees  of the Trust personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of
the Trust.  The execution and delivery of this Agreement have
been authorized by the trustees and shareholders of the Trust and
signed by officers of the Trust, acting as such, and neither such
authorization by such trustees and shareholders nor such
execution and delivery by such officers shall be deemed to have
been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust property
of the Trust as provided in its Declaration of Trust.  A copy of
the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.


         10.     SEVERABILITY

                 In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall
not affect the remainder of this Agreement, which shall continue
to be in force.


         11.     QUESTIONS OF INTERPRETATION

                 (a)  This Agreement shall be governed by the laws of
the State of Ohio.

                 (b)  Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the Investment Company Act of
1940, as amended (the "Act") shall be resolved by reference to
such term or provision of the Act and to interpretation thereof,
if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or
orders of the Securities and Exchange Commission issued pursuant
to said Act.  In addition, where the effect of a requirement of
the Act, reflected in any provision of this Agreement is revised
by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.


         12.     NOTICES

                 Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party
at such address as such other party may designate for the receipt
of such notice.  Until further notice to the other party, it is
agreed that the address of the Trust is 1793 Kingswood Drive,
Suite 200, Southlake, Texas  76092, and your address for this
purpose shall be 311 Park Place Boulevard, Clearwater, Florida 
34619.  


         13.     COUNTERPARTS

                 This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


         14.     BINDING EFFECT

                 Each of the undersigned expressly warrants and
represents that he has the full power and authority to sign this
Agreement on behalf of the party indicated, and that his
signature will operate to bind the party indicated to the
foregoing terms.


         15.     CAPTIONS

                 The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.

                 If you are in agreement with the foregoing, please sign
the form of acceptance on the accompanying counterpart of this
letter and return such counterpart to the Trust, whereupon this
letter shall become a binding contract upon the date thereof.

                                       Yours very truly,

ATTEST:                                AmeriPrime Funds


/s/                                    By /s/ Kenneth D. Trumpfheller
Name/Title: Kelli Shomaker                Kenneth D. Trumpfheller
Secretary                                 President

                                          Dated: October 29, 1996



                                   ACCEPTANCE

         The foregoing Agreement is hereby accepted.

ATTEST:                                Advanced Investment 
                                       Technology, Inc.

/s/                                    By /s/ Douglas W. Case 
Name/Title:Dean Barr, CEO              Name/Title: Douglas W. Case
                                                   Director

                                       Dated: November 1, 1996





                       BROWN, CUMMINS & BROWN CO., L.P.A.
                         ATTORNEYS AND COUNSELORS AT LAW
                                3500 CAREW TOWER
                                 441 VINE STREET
J.W. BROWN (1911-1995)       CINCINNATI, OHIO  45202
JAMES R. CUMMINS             TELEPHONE (513) 381-2121
ROBERT S BROWN               TELECOPIER (513) 381-2125              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 27, 1996


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

Gentlemen:

        This letter is in response to your request for our opinion in
connection with the filing of Post-Effective Amendment No. 6 of AmeriPrime
Funds (the "Trust").

        We have examined a copy of the Trust's Agreement and Declaration of
Trust, the Trust's By-Laws, the Trust's record of the various actions by the
Trustees thereof, and 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 and the conformity to original documents of the
copies of such documents supplied to us as original or photostat copies.

        Based upon the foregoing, we are of the opinion that, after
registration is effective for purposes of federal and applicable state
securities laws, the shares of each series of the Trust, if issued in
accordance with the then current Prospectus and Statement of Additional
Information of the Trust, will be 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 Post-Effective Amendment
No. 6 referred to above.
        
                                  Very truly yours,

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


BCB:tms









                         CONSENT OF INDEPENDENT AUDITORS


        We consent to the use in this Post-Effective Amendment No. 6 to the
AmeriPrime Funds' Registration Statement on Form N-1A of our report dated
November 20, 1996 on the financial statements of the AmeriPrime Funds and the
Financial Highlights included in the Prospectus and to the references
made to us under the caption "Financial Highlights" and "Auditors" included in
each Prospectus and under the caption "Accountants" included in each Statement
of Additional Information.






/s/ McCurdy & Associates CPA's, Inc.
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
December 17, 1996


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                          977,124
<INVESTMENTS-AT-VALUE>                       1,103,865
<RECEIVABLES>                                   18,492
<ASSETS-OTHER>                                   2,025
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,124,382
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        1,736
<TOTAL-LIABILITIES>                              1,736
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       975,454
<SHARES-COMMON-STOCK>                           93,296
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       11,996
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          8,455
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       126,741
<NET-ASSETS>                                 1,122,646
<DIVIDEND-INCOME>                               23,302 
<INTEREST-INCOME>                                  242
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  11,548
<NET-INVESTMENT-INCOME>                         11,996 
<REALIZED-GAINS-CURRENT>                         8,455
<APPREC-INCREASE-CURRENT>                      126,741
<NET-CHANGE-FROM-OPS>                          147,192       
<EQUALIZATION>                                       0 
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        971,640
<NUMBER-OF-SHARES-REDEEMED>                     21,186
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,097,646
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           11,548
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 13,233
<AVERAGE-NET-ASSETS>                           841,876
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .16 
<PER-SHARE-GAIN-APPREC>                           1.87
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.03
<EXPENSE-RATIO>                                   1.51
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                          573,984
<INVESTMENTS-AT-VALUE>                         608,119
<RECEIVABLES>                                   39,579
<ASSETS-OTHER>                                  14,722
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 662,420
<PAYABLE-FOR-SECURITIES>                        34,150
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        1,111
<TOTAL-LIABILITIES>                             35,261
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       510,186
<SHARES-COMMON-STOCK>                           49,693
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       (2,866)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         82,838
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        34,135
<NET-ASSETS>                                   627,159
<DIVIDEND-INCOME>                                4,763
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   7,629
<NET-INVESTMENT-INCOME>                         (2,866)
<REALIZED-GAINS-CURRENT>                        82,838
<APPREC-INCREASE-CURRENT>                       34,135 
<NET-CHANGE-FROM-OPS>                          114,107
<EQUALIZATION>                                       0 
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        536,013
<NUMBER-OF-SHARES-REDEEMED>                    (47,961)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         602,159
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            5,944
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  7,629
<AVERAGE-NET-ASSETS>                           482,591
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   (.07)
<PER-SHARE-GAIN-APPREC>                           2.69
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.62
<EXPENSE-RATIO>                                   1.87
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                        2,967,081
<INVESTMENTS-AT-VALUE>                       3,275,262
<RECEIVABLES>                                   66,487
<ASSETS-OTHER>                                 104,982
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,446,731
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        3,655
<TOTAL-LIABILITIES>                              3,655
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     3,081,294
<SHARES-COMMON-STOCK>                          275,916
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                        2,033
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         51,568
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       308,181
<NET-ASSETS>                                 3,443,076
<DIVIDEND-INCOME>                               23,719
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  21,686
<NET-INVESTMENT-INCOME>                          2,033
<REALIZED-GAINS-CURRENT>                        51,568
<APPREC-INCREASE-CURRENT>                      308,181
<NET-CHANGE-FROM-OPS>                          361,782
<EQUALIZATION>                                       0 
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,056,294
<NUMBER-OF-SHARES-REDEEMED>                         60
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,418,076
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           21,686
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 23,371
<AVERAGE-NET-ASSETS>                         2,031,549
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.01
<PER-SHARE-GAIN-APPREC>                           2.47
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.48
<EXPENSE-RATIO>                                   1.16
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                        1,423,644
<INVESTMENTS-AT-VALUE>                       1,376,260
<RECEIVABLES>                                    4,263
<ASSETS-OTHER>                                 132,736
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,513,259
<PAYABLE-FOR-SECURITIES>                         1,324
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        4,233
<TOTAL-LIABILITIES>                              5,557
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     1,578,360
<SHARES-COMMON-STOCK>                          163,713
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       (5,245)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (23,274)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (47,384)
<NET-ASSETS>                                 1,507,702      
<DIVIDEND-INCOME>                                1,867
<INTEREST-INCOME>                                6,016
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  13,128
<NET-INVESTMENT-INCOME>                         (5,245)
<REALIZED-GAINS-CURRENT>                       (23,274)
<APPREC-INCREASE-CURRENT>                      (47,384)
<NET-CHANGE-FROM-OPS>                          (75,903)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,583,605
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,507,702
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           11,261
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 13,128
<AVERAGE-NET-ASSETS>                           907,787
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   (.05)
<PER-SHARE-GAIN-APPREC>                           (.74)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.00
<EXPENSE-RATIO>                                   2.89
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                        4,253,209
<INVESTMENTS-AT-VALUE>                       4,497,615
<RECEIVABLES>                                   26,235
<ASSETS-OTHER>                                 555,997
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               5,079,847
<PAYABLE-FOR-SECURITIES>                       333,182
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        5,999
<TOTAL-LIABILITIES>                            339,181
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     4,509,667
<SHARES-COMMON-STOCK>                          440,657
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (13,407)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       244,406
<NET-ASSETS>                                 4,740,666
<DIVIDEND-INCOME>                                7,210
<INTEREST-INCOME>                                3,365
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  12,266
<NET-INVESTMENT-INCOME>                         (1,691)
<REALIZED-GAINS-CURRENT>                       (13,407)
<APPREC-INCREASE-CURRENT>                      244,406 
<NET-CHANGE-FROM-OPS>                          229,308
<EQUALIZATION>                                       0 
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,524,858
<NUMBER-OF-SHARES-REDEEMED>                     13,500
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,740,666
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            9,952
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 26,078
<AVERAGE-NET-ASSETS>                         2,649,898
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   (.01)
<PER-SHARE-GAIN-APPREC>                            .77
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.76
<EXPENSE-RATIO>                                   1.84
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>


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