AMERIPRIME FUNDS
485BPOS, 1996-06-27
Previous: WATERHOUSE INVESTORS CASH MANAGEMENT FUND INC, N-30D, 1996-06-27
Next: UACSC AUTO TRUSTS, S-3, 1996-06-27







                       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.    3                             /X/
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT                /  /
OF 1940

   
      Amendment No.   4                                             /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:  June 28, 1996


It is proposed that this filing will become effective:

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

         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..............................  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,
                                   Supplement to Prospectus
    
  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..............................  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..............................  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,
                                   Supplement to Prospectus
    
  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..............................  None








<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..............................  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,
                                   Supplement to Prospectus
    
  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..............................  None







<PAGE>



                         CARL DOMINO EQUITY INCOME FUND
                         Supplement Dated June 28, 1996
                      To Prospectus Dated November 6, 1995

         The following condensed supplementary financial information for the
period ended April 30, 1996, is derived from the unaudited financial statements
of the Fund. The unaudited financial statements of the Fund are included in the
Statement of Additional Information.

<TABLE>
<CAPTION>
                         CARL DOMINO EQUITY INCOME FUND

                              FINANCIAL HIGHLIGHTS

               For a share outstanding throughout the period from
                 November 6, 1995 (Commencement of Operations)
                             through April 30, 1996
                                  (Unaudited)

<S>                                                                  <C>
  Net asset value - beginning of period..........................      $10.00
                                                                     --------
  Income from investment operations:                                                                            
  Net investment income..........................................         .04
  Net gain on investments both realized and unrealized...........        1.05 
                                                                     --------
  Total from investment operations...............................        1.09
                                                                     --------

  Less distributions:                                                                                
  Dividends from net investment income...........................           0
  Dividends from capital gains...................................           0     
                                                                     -------- 
  Net asset value- end of period.................................      $11.09
                                                                     ========

  Total Return**.................................................       26.25%



Ratio/supplemental data:
  Net assets, end of period (in 000's)...........................         908
  Ratio of expenses to average net assets**......................        1.79%
  Ratio of net investment income to average net assets**.........         .96%  
  Portfolio turnover rate........................................       26.00%
  Average Commission rate paid...................................       .0538

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

         The following should be read in conjunction with the section entitled
"General Information" on page 12 of the Prospectus:

         As of May 31, 1996, Carl Domino Associates, L.P. and its Profit Sharing
         Trust may be deemed to control the Fund as a result of their beneficial
         ownership of shares of the Fund.


<PAGE>



                         CARL DOMINO EQUITY INCOME FUND


                   PROSPECTUS & APPLICATION November 6, 1995



                          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 dated November 6, 1995, 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.


                                     - 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. 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) ...............................................  0.00%
Total Fund Operating Expenses.....................................  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  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 first 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.

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
                          $15                  $47


                                     - 2 -

<PAGE>

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, 1995,
the assets in those accounts totaled approximately $443 million.

       Summary of Carl Domino Associates, L.P. Annual Investment Returns*

         Period                                 Domino       S&P 500
         1987 (from June 30, 1987 Inception)    -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                                    35.90%       37.54%

- --------
*  The Carl Domino Associates, L.P. 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


                                     - 3 -

<PAGE>

   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 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.


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. In addition, you should be aware 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
$2,000 and minimum subsequent investments of $100 ($50 for IRAs).



                                     - 4 -

<PAGE>
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

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. # 483885554
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 as follows:

U.S. Mail:
Carl Domino Equity Income Fund
P.O. Box 641081
Cincinnati, Ohio 45264

Overnight:
Carl Domino Equity Income Fund
c/o Star Bank, N.A.
Mutual Fund Custody Dept.
425 Walnut St. M.L. 6118
Cincinnati, Ohio 45202

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,


                                     - 5 -

<PAGE>

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. 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 sent to:

Carl Domino Equity Income Fund
c/o American Data Services, Inc.
24 West 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. Proce-dures 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


                                     - 6 -

<PAGE>

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.

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,


                                     - 7 -

<PAGE>

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 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.

                                     - 8 -

<PAGE>

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 Transcript 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. The rate of the
advisory fees paid by most investment companies to their investment advisers is
lower than the rate of the advisory fees paid by the Fund. 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 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 "Trans-fer 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


                                     - 9 -

<PAGE>

professionals) a "servicing fee" for performing certain administrative 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, 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


                                     - 10 -

<PAGE>

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 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.

                                     - 11 -

<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 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 shares he
owns. All shares of the Fund have equal voting rights and liquidation rights.
Prior to the offering made by this Prospectus, AmeriPrime Financial Securities,
Inc. purchased for investment all of the outstanding shares of the Fund and as a
result, AmeriPrime Financial Securities, Inc. and its controlling shareholder
Kenneth D. Trumpfheller 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 calcula-tion 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.




                                     - 12 -

<PAGE>
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 (subsequent purchases)       Distributor
Star Bank, N.A.                        AmeriPrime Financial Securities, Inc.
P.O. Box 641081                        1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45264                Southlake, Texas  76092

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


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

HOW TO REDEEM SHARES............................ 6
  By Mail....................................... 6
  By Telephone.................................. 6
  Additional Information........................ 7

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

DIVIDENDS AND DISTRIBUTIONS..................... 8

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

OPERATION OF THE FUND........................... 9

INVESTMENT POLICIES AND TECHNIQUES
  AND RISK CONSIDERATIONS.......................10
Equity Sequrities...............................10
Fixed Income Securities.........................10
Corporate Debt Securities.......................10
U.S. Government Obligations.....................10
Mortgage-Related Securities.....................10
Investment Techniques...........................11
Loans of Portfolio Securities...................11
General.........................................11

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

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



                                  CARL DOMINO
                                     EQUITY
                                     INCOME
                                      FUND

                            PROSPECTUS & APPLICATION
                                November 6, 1995





<PAGE>




                        AIT VISION U.S. EQUITY PORTFOLIO
                         Supplement Dated June 28, 1996
                      To Prospectus Dated November 6, 1995

         The following condensed supplementary financial information for the
period ended April 30, 1996, is derived from the unaudited financial statements
of the Fund. The unaudited financial statements of the Fund are included in the
Statement of Additional Information.


<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 April 30, 1996
                                  (Unaudited)

<S>                                                                  <C>               
  Net asset value- beginning of period...........................       $10.00
                                                                      --------
  Income from investment operations:                                                                            
  Net investment income/(loss)...................................         (.04)
  Net gain/(loss) on investments both realized and unrealized....         1.14 
                                                                      --------
  Total from investment operations...............................         1.10
                                                                      --------

  Less distributions:                                                                                
  Dividends from net investment income...........................            0
  Dividends from capital gains...................................            0     
                                                                      -------- 
  Net asset value - end of period.................................      $11.10
                                                                      ========

  Total Return**.................................................        32.47%



Ratio/supplemental data:
  Net assets, end of period (in 000's)...........................          500
  Ratio of expenses to average net assets**......................         2.07%
  Ratio of net investment income to average net assets**.........        (1.15)%  
  Portfolio turnover rate........................................        81.56%
  Average Commission rate paid...................................        .0471

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

         The following should be read in conjunction with the section entitled
"General Information" on page 12 of the Prospectus:

         As of May 31, 1996, LBS Capital Management Resources Trust Company may
         be deemed to control the Fund as a result of its beneficial ownership
         of shares of the Fund.


<PAGE>

                        AIT VISION U.S. EQUITY PORTFOLIO



                   PROSPECTUS & APPLICATION November 6, 1995

                        311 Park Place Blvd., Suite 330
                           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 is designed by its
Adviser, LBS Capital Management, Inc., 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 dated  November 6, 1995, 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.



                                     - 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.

Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases (as a
   percentage of offering price)....................................  4.0%
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.....................................................  1.47%
12b-1 Charges.......................................................  NONE
Other Expenses......................................................  0.00% (2)
Total Fund Operating Expenses.......................................  1.47%


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 (including transfer agency, pricing,
   custodial and legal services) except brokerage, taxes, interest, fees and
   expenses for non-interested person trustees and extraordinary expenses.

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 first 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.

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

                           $54                 $85

                                     - 2 -

<PAGE>


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 LBS Capital Management, 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. 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. In addition, you should be aware 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 retirement accounts). You may purchase additional shares
through the Open Account Program described below. You may open an account and
make an initial investment through securities dealers having a sales agreement
with the Distributor. You may also make a direct initial investment by
completing and signing the investment application form which accompanies this
Prospectus and mailing it, in proper form, together with a check made payable to
AIT Vision U.S. Equity Portfolio, and sent to the address listed below by either
mail or overnight delivery.


                                     - 3 -

<PAGE>

Mail or overnight to:
AIT Vision U.S. Equity Portfolio
c/o American Data Services, Inc.
24 West Carver Street
Huntington, New York 11743

Shares of the Fund are purchased at the public offering price. The public
offering price is the next determined net asset value per share plus a sales
load as shown in the following table.

<TABLE>
<S>                                    <C>       <C>           <C>
                                       Sales Load as a % of:   Dealer
                                                               Reallowance
                                       Public     Net          as % of
                                       Offering   Amount       Public Offering
Amount of Investment                   Price      Invested     Price

Less than $100,000                      4.00%      4.17%        4.00%
$100,000 but less than $250,000         3.50       3.63         3.50
$250,000 but less than $500,000         2.50       2.56         2.50
$500,000 but less than $1,000,000       2.00       2.04         2.00
$1,000,000 or more                      None       None         None

</TABLE>

Under certain circumstances, the Distributor may change the reallowance to
Dealers. Dealers engaged in the sale of shares of the Fund may be deemed to be
underwriters under the Securities Act of 1933. The Distributor retains the
entire sales load on all direct initial investments in the Fund and on all
investments in accounts with no designated dealer of record.

Shares of the Fund are sold on a continuous basis at the public offering price
next determined after receipt of a purchase order by the Trust. Purchase orders
received by dealers prior to 4:00 p.m., Eastern time, on any business day and
transmitted to the Distributor by 5:00 p.m., Eastern time, that day are
confirmed at the public offering price determined as of the close of the regular
session of trading on the New York Stock Exchange on that day. It is the
responsibility of dealers to transmit properly completed orders so that they
will be received by the Distributor by 5:00 p.m., Eastern time. Dealers may
charge a fee for effecting purchase orders. Direct purchase orders received by
4:00 p.m., Eastern time, are confirmed at that day's public offering price.
Direct investments received after 4:00 p.m. and others received from dealers
after 5:00 p.m. are confirmed at the public offering price next determined on
the following business day.

Open Account Program
After an initial investment, all investors are considered participants in the
Open Account Program.  The Open Account Program helps investors make additional
purchases of the Fund over a period of years and permits automatic reinvestment
of dividends and distributions of the Fund without a sales load.

You may purchase additional shares of the Fund at any time (subject to minimum
investments of $1,000) through your securities dealer, or directly from the Fund
by mail or wire. If your securities dealer received concessions for selling
shares of the Fund to you, such securities dealer will receive the concessions
described above with respect to additional investments. Each additional mail
purchase request must contain the name of your account and your account number.


                                     - 4 -


<PAGE>

Checks should be made payable to AIT Vision U.S. Equity Portfolio and should be
sent as follows:

U.S. Mail:
AIT Vision U.S. Equity Portfolio
P.O. Box 641083
Cincinnati, Ohio 45264

Overnight:
AIT Vision U.S. Equity Portfolio
c.o Star Bank, N.A.
Mutual Fund Custody Dept.
425 Walnut St. M.L. 6118
Cincinnati, Ohio 45202

Under the Open Account Program, 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 for
instructions.  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. # 483885604
Account Name _________________
      (write in shareholder name)
For Account # ______________
      (write in account number)

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.

Reduced Sales Load
You may use the Right of Accumulation to combine the cost or current net asset
value (whichever is higher) of your shares of the Fund with the amount of your
current purchases in order to take advantage of the reduced sales load set forth
in the table above. Purchases made pursuant to a Letter of Intent may also be
eligible for the reduced sales loads. The minimum initial investment under a
Letter of Intent is $10,000. Shareholders should contact the Transfer Agent for
information about the Right of Accumulation and Letter of Intent.

Purchases at Net Asset Value
You may purchase shares of the Fund at net asset value when the payment for your
investment represents the proceeds from the redemption of shares of any other
mutual fund which has a front-end sales load. Your investment will qualify for
this provision if the purchase price of the shares of the other fund included a
sales load and the redemption occurred within one year of the purchase of such
shares and no more than sixty days prior to your purchase of shares of the Fund.
To make a purchase at net asset value pursuant to this provision, you must
submit photocopies of the confirmations (or similar evidence) showing the
purchase and redemption of shares of the other fund. Your payment may be made
with the redemption check representing the proceeds of the shares redeemed,
endorsed to the order of the Fund. The redemption of shares of the other fund
is, for federal income tax purposes, a sale on which you may realize a gain or
loss. These provisions may be modified or terminated at any time. Contact your
securities dealer or the Fund for further information.

Banks, bank trust departments and savings and loan associations, in their
fiduciary capacity or for their own accounts, may also purchase shares of the
Fund at net asset value.  To the extent permitted by regulatory authorities, a


                                     - 5 -


<PAGE>


bank trust depart-ment may charge fees to clients for whose account it purchases
shares at net asset value.  Federal and state credit unions may also purchase
shares at net asset value.

Shares may be purchased at net asset value, subject to a minimum investment of
$2,000, through a broker dealer or other financial institution authorized by the
Distributor to hold shares in an omnibus account.  Investors may be charged a
fee by the broker dealer or other financial institution for this service.
Shares may also be purchased at net asset value by investors who participate in
certain broker dealer wrap fee investment programs.

In addition, shares of the Fund may be purchased at net asset value by
broker-dealers who have a sales agreement with the Distributor, and their
registered personnel and employees, including members of the immediate families
of such registered personnel and employees.

Trustees, directors, officers and employees of the Trust, the Adviser or the
Distributor, including members of the immediate family of such individuals and
employee benefit plans established by such entities, may also purchase shares of
the Fund at net asset value.

Additional Information. For purposes of determining the applicable sales load, a
purchaser includes an individual, his spouse and their children under the age of
21, purchasing shares for his or their own account; or a trustee or other
fiduciary purchasing shares for a single fiduciary account although more than
one beneficiary is involved; or employees of a common employer, provided that
economies of scale are realized through remittances from a single source and
quarterly confirmation of such purchases; or an organized group, provided that
the purchases are made through a central administration, or a single dealer, or
by other means which result in economy of sales effort or expense. 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



                                     - 6 -


<PAGE>


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. 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 West 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.

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


                                     - 7 -


<PAGE>


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.

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


                                     - 8 -


<PAGE>


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.

The Fund retains LBS Capital Management, Inc., 311 Park Place Blvd., Suite 330,
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). Dean S. Barr and Walter J. Loick are the controlling shareholders of
the Adviser. Douglas W. Case, CFA, Director of Equity Portfolio Management, and
Dean S. Barr, Managing Director and Chief Investment Officer, are primarily
responsible for the day-to-day management of the Fund's portfolio. Mr. Case
joined the Adviser in 1994 and is the portfolio manager for its managed U.S.
equity accounts. 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. Mr. Barr joined the Adviser


                                     - 9 -


<PAGE>


in 1989 and oversees portfolio management of all of the Adviser's programs. 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 Fund is authorized to pay the Adviser a fee equal to an annual average rate
of 1.47% 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. The rate of the
advisory fees paid by most investment companies to their investment advisers is
lower than the rate of the advisory fees paid by the Fund. 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 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 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


                                     - 10 -


<PAGE>


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 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.



                                     - 11 -


<PAGE>


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 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.
Prior to the offering made by this Prospectus, AmeriPrime Financial Securities,
Inc. purchased for investment all of the outstanding shares of the Fund and as a
result AmeriPrime Financial Securities, Inc. and its controlling shareholder
Kenneth D. Trumpfheller 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


                                     - 12 -


<PAGE>


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.







                                     - 13 -

<PAGE>




Investment Adviser                        Administrator
LBS Capital Management, Inc.              AmeriPrime Financial Services, Inc.
311 Park Place Blvd., Suite 330           1793 Kingswood Drive, Suite 200
Clearwater, Florida  34619                Southlake, Texas  76092
   
Custodian (subsequent purchases)          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 (initial purchases
and all redemption requests)              Auditors
American Data Services, Inc.              McCurdy & Associates CPA's, Inc.
24 West Carver Street                     27955 Clemens Road
Huntington, New York  11743               Westlake, Ohio 44145


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........................................ 3

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

HOW TO INVEST IN THE FUND....................... 3
   Open Account Program......................... 4
   Reduced Sales Load Purchases................. 5
   Purchases at Net Asset Value................. 5
   Additional Information....................... 6
   Tax Sheltered Retirement Plans............... 6
   Other Purchase Information................... 6

HOW TO REDEEM SHARES............................ 6
  By Mail....................................... 7
  By Telephone.................................. 7
  Additional Information........................ 7

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

DIVIDENDS AND DISTRIBUTIONS..................... 8

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

OPERATION OF THE FUND........................... 9

INVESTMENT POLICIES AND TECHNIQUES
  AND RISK CONSIDERATIONS.......................10
Equity Sequrities...............................10
Fixed Income Securities.........................11
Options Transactions............................11
General.........................................12

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

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



                                   AIT VISION
                             U.S. EQUITY PORTFOLIO



                            PROSPECTUS & APPLICATION
                                November 6, 1995

<PAGE>




                              GLOBALT GROWTH FUND
                         Supplement Dated June 28, 1996
                      To Prospectus Dated January 1, 1996

         The following condensed supplementary financial information for the
period ended April 30, 1996, is derived from the unaudited financial statements
of the Fund. The unaudited financial statements of the Fund are included in the
Statement of Additional Information.


<TABLE>
<CAPTION>
                              GLOBALT GROWTH FUND

                              FINANCIAL HIGHLIGHTS

                 For a share outstanding throughout the period
               from December 1, 1995 (Commencement of Operations)
                             through April 30, 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......        1.64
                                                                     --------
Total from investment operations.................................        1.63
                                                                     --------
Less distributions:
Dividends from net investment income.............................           0
Dividends from capital gains.....................................           0
                                                                     --------
Net asset value- end of period...................................      $11.63
                                                                     ========
Total Return**...................................................       39.25%



Ratios/Supplemental data:
Net assets, end of period (in 000's).............................       2,009
Ratio of expenses to average net assets**........................        1.32%
Ratio of net investment income to average net assets**...........        (.19)%
Portfolio turnover rate..........................................       26.88%
Average Commission rate paid.....................................       .0934

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



         The following should be read in conjunction with the section entitled
"General Information" on page 13 of the Prospectus:

         As of May 31, 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 shares of
         the Fund.


<PAGE>


                              GLOBALT GROWTH FUND
                            PROSPECTUS & APPLICATION
                                January 1, 1996


                                 GLOBALT, Inc.
                           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 dated November 6, 1995, 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>


                               TABLE OF CONTENTS
                                                                        Page


SUMMARY OF FUND EXPENSES...............................................  3
Shareholder Transaction Expenses.......................................  3
Annual Fund Operating Expenses.........................................  3

THE FUND...............................................................  4

INVESTMENT OBJECTIVE AND STRATEGIES....................................  4

HOW TO INVEST IN THE FUND..............................................  6
   Initial Purchase....................................................  6
      By Mail..........................................................  6
      By Wire..........................................................  6

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

HOW TO REDEEM SHARES...................................................  8
  By Mail..............................................................  8
  By Telephone.........................................................  8
  Additional Information...............................................  9

SHARE PRICE CALCULATION................................................  9

DIVIDENDS AND DISTRIBUTIONS............................................ 10

TAXES.................................................................. 10

OPERATION OF THE FUND.................................................. 11

INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS............. 12
Equity Sequrities...................................................... 12
Fixed Income Securities................................................ 12
   Corporate Debt Securities........................................... 12
   U.S. Government Obligations......................................... 12
Loans of Portfolio Securities.......................................... 13
General................................................................ 13

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

PERFORMANCE INFORMATION................................................ 14


                                     - 2 -


<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. 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)................................................  0.00%
Total Fund Operating Expenses.....................................  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  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 first 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.

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
                      $12                        $37

                                     - 3 -


<PAGE>


                                    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
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 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, 1995, the assets in those accounts totaled
approximately $251 million.

                                     - 4 -


<PAGE>


<TABLE>
<CAPTION>
              Summary of GLOBALT, Inc. Annual Investment Returns*
                     Larger Cap Composite of GLOBALT, Inc.
                <S>                    <C>                    <C>
                Period                 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                      36.5%                 37.6%
                5 Year Annual Average     18.7%                 16.6%

<FN>
  * The GLOBALT, Inc. 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 Calculation 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 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 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.

                                     - 5 -


<PAGE>



         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. In addition, you should be aware that the Adviser 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.

</FN>
</TABLE>


                           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:

GLOBALT Growth Fund
c/o American Data Services, Inc.
24 West Carver Street, 2nd Floor
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 the money is to be wired,
you must call the Transfer Agent at (800) 831-9922 to set up your account and


                                     - 6 -


<PAGE>

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. # 483885638
                  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 Custodian's address. 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,


                                     - 7 -


<PAGE>

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, 2nd Floor
                                    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
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


                                     - 8 -


<PAGE>

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 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


                                     - 9 -


<PAGE>

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 capital gains to
individuals are taxed at the same rate as ordinary income. All distributions
designated as being made from net realized short-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.


                                     - 10 -


<PAGE>
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. The rate of the
advisory fees paid by most investment companies to their investment advisers is
lower than the rate of the advisory fees paid by the Fund. 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 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.


                                     - 11 -


<PAGE>
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
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


                                     - 12 -


<PAGE>

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 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 shares he
owns. All shares of the Fund have equal voting rights and liquidation rights.
Prior to the offering made by this Prospectus, AmeriPrime Financial Securities,
Inc. purchased for investment all of the outstanding shares of the Fund and as
a result AmeriPrime Financial Securities, Inc. and its controlling shareholder
Kenneth D. Trumpfheller may be deemed to control the Fund.


                                     - 13 -


<PAGE>

                            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.





                                     - 14 -


<PAGE>



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 (all initial and 
subsequent purchases)                     Distributor
Star Bank, N.A.                           AmeriPrime Financial Securities, Inc.
P.O. Box 641084                           1793 Kingswood Drive, Suite 200
Cincinnati, Ohio 45264                    Southlake, Texas 76092

Transfer Agent (all redemption requests)  Auditors
American Data Services, Inc.              McCurdy & Associates CPA's, Inc.
24 West Carver Street, 2nd Floor          27955 Clemens Road
Huntington, New York 11743                Westlake, Ohio 44145


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>




   
                         CARL DOMINO EQUITY INCOME FUND

                      STATEMENT OF ADDITIONAL INFORMATION

                                 JUNE 28, 1996
    








   
         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 November 6, 1995, and the Supplement to the Prospectus dated June 28,
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 1-800-506-9922.
    







<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

    



<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 May 31, 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 - 5.94%; Carl Domino
Associates Profit Sharing Trust - 70.75%; Frank and Josephine Fava, 12 Liberty
Ridge Trail, Totowa, New Jersey - 8.28%.

         As of May 31, 1996, Carl Domino Associates, L.P. 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 May 31, 1996, the officers and trustees
as a group may be deemed to beneficially own 2.97% 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 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 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 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



                                     - 2 -

<PAGE>



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 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



                                     - 4 -

<PAGE>



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 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.


                                     - 5 -

<PAGE>



         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.

         Other Restrictions.  To comply with the current state regulations, the
Fund presently intends to observe the following restrictions, which may be
changed by the Board of Trustees without shareholder approval.

         Texas.  The Fund's investments in warrants, valued at the lower of cost
or market, may not exceed 5% of its net assets. Of such 5%, no more than 2% of
the Fund's net assets may be invested in warrants which are not listed on either
the New York Stock Exchange or the American Stock Exchange. The Fund may not
invest in oil, gas or mineral leases. The Fund may not purchase or sell real
property including limited partnership interests, but excluding readily
marketable interests in real estate investment trusts or readily marketable
securities of companies which invest in real estate. In addition, shares of the
Fund sold in Texas will be exchanged for a money market fund sponsored by
AmeriPrime Funds only if such money market fund is registered in Texas.

         California. As long as the rules promulgated under the California
Corporate Securities Law include restrictions on options transactions by an
investment company, the Fund will adhere to such restrictions as interpreted by
the staff of the California Department of Corporations. The Fund will limit
writing of puts such that the aggregate value of the obligations underlying such
puts will not exceed 50% of the Fund's net assets, and the Fund will limit the
purchase of puts and calls such that the premiums paid therefor shall not exceed
20% of the net assets of the Fund.


                                     - 7 -

<PAGE>



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.

         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, 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 Financial
Age:  37                                                       Services, Inc., the Fund's administrator, and AmeriPrime
Suite 200                                                      Financial Securities, Inc., the Fund's distributor.
1793 Kingswood Drive                                           Prior to December, 1994, a senior client executive with SEI
Southlake, Texas  76092                                        Financial Services.



                                     - 8 -


<PAGE>


   
Kelli D. Shomaker, C.P.A.           Secretary, Treasurer       Manager of Compliance of AmeriPrime Financial Services,
1793 Kingswood Drive                                           Inc.; Vice President, Chief Accounting Officer, Treasurer
Suite 200                                                      and Controller of United Services Advisors, Inc. and United
Age:  33                                                       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 exploration
Age:  37                                                       company; International Marketing Manager of Carbo Ceramics
140 Mockingbird Lane                                           Inc., oil field manufacturing/supply company.
Coppell, Texas  76019


Gary E. Hippenstiel                 Trustee                    President and Director of Heritage Trust Company; Vice
Age:  48                                                       President and Chief Investment Officer of Legacy Trust
600 Jefferson Street                                           Company; Vice President and Manager of Investments of
Houston, Texas  70002                                          Kanaly Trust Company from 1988 to 1992.

</TABLE>


         The compensation paid to the Trustees of the Trust is set forth in the
following table:

<TABLE>
<S>                       <C>               <C>                 <C>                   <C>
                                            Pension or
                          Aggregate         Retirement          Estimated Annual      Total Compensation
                          Compensation      Accrued As Part     Benefits Upon         from Trust (the Trust is
Name                      from Trust (1)    of Fund Expenses    Retirement            not in a Fund Complex) (1)


Kenneth D. Trumpfheller          0                0                   0                            0
Steve L. Cobb               $4,000                0                   0                       $4,000
Gary E. Hippenstiel         $4,000                0                   0                       $4,000

<FN>
1 Trustee fees are Trust expenses and each series of the Trust pays a portion
  of the Trustee fees. The compensation is estimated for the first full year of
  the Trust ending October 31, 1996.
</FN>
</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


                                     - 9 -

<PAGE>


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.


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.


                                     - 10 -

<PAGE>



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.

         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.



                                     - 11 -

<PAGE>


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, 1996. 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.


                                     - 12 -


<PAGE>



To the Shareholders and Trustees
Domino Equity Income Fund

We have audited the accompanying balance sheet of Domino Equity Income Fund (a
diversified series of AmeriPrime Funds) as of October 26, 1995. This financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. Our procedures included
confirmation of cash held by the custodian as of October 26, 1995, by
correspondence with the custodian. We believe that our audit of the balance
sheet provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Domino Equity Income Fund as of
October 26, 1995, in conformity with generally accepted accounting principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio
October 26, 1995



                                     - 13 -

<PAGE>


<TABLE>
<CAPTION>
                           DOMINO EQUITY INCOME FUND
                       STATEMENT OF ASSETS & LIABILITIES
                                OCTOBER 26, 1995



<S>                                                            <C>
ASSETS:
         Cash in Bank                                           $25,000


                  Total Assets                                  $25,000

NET ASSETS                                                      $25,000

NET ASSETS CONSIST OF:
         Capital Paid In                                        $25,000

OUTSTANDING SHARES
         Unlimited Number of Shares
         Authorized Without Par Value                            $2,500

NET ASSET VALUE PER SHARE                                           $10

OFFERING PRICE PER SHARE                                            $10

</TABLE>




                         See Accountant's Audit Report

                                     - 14 -

<PAGE>



                           DOMINO EQUITY INCOME FUND
                         NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION

     Domino Equity Income Fund is a diversified series of AmeriPrime Funds 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 permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value.

     The Trust uses an independent transfer agent and dividend paying agent. No
transactions other than those relating to organizational matters and the sale
of 2,500 shares of Domino Equity Income Fund have taken place to date.

2.  RELATED PARTY TRANSACTIONS

     The initial purchase of Registrant's shares was made by AmeriPrime
Financial Securities, Inc. (a corporation which may be deemed to be controlled
by Kenneth Trumpfheller).  As a result of this purchase, the Registrant may be
deemed to be under common control with AmeriPrime Financial Securities, Inc.
and Kenneth Trumpfheller.

     The Fund's distribution and administration functions are handled by
AmeriPrime Financial Securities, Inc. and AmeriPrime Financial Services, Inc.
respectively. These corporations may be deemed to be under the common control of
Kenneth Trumpfheller who may be deemed to be a controlling person of each
corporation due to his ownership of shares and his positions as an officer and
director.  Mr. Trumpfheller, because of such affiliation, may receive benefits
from the distribution and administration fees.

     The Fund's investment adviser (the "Adviser") is Carl Domino Associates,
L.P.  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 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.

     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 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.


                                     - 15 -

<PAGE>



                           DOMINO EQUITY INCOME FUND
                         NOTES TO FINANCIAL STATEMENTS
                                    (CONT'D)

3.  CAPITAL STOCK AND DISTRIBUTION

     At October 26, 1995 an unlimited number of shares were authorized, and
paid-in capital amounted to $25,000.  Transactions in capital stock were as
follows:


               Shares sold                         2,500
               Shares redeemed                      -0-
               Net Increase                        2,500

               Shares Outstanding:
                   Beginning of period             -0-
                   End of period                  2,500






                                     - 16 -

<PAGE>



<TABLE>
<CAPTION>     

                         CARL DOMINO EQUITY INCOME FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


<C>           <S>                                            <C>
Shares                                                          Value
- --------                                                     ---------

                  COMMON STOCKS         93.03%
                  
                  ELECTRONIC EQUIPMENT         1.30%
  300          Thomas & Betts Corp.                            $  11,813                                                      
                                                             -----------
    
                  PUBLISHING        1.81%
  400          Reader's Digest Assn. Inc.                         16,400
                                                             -----------

                  PUBLISHING & ENTERTAINMENT   1.57%
  400          Cedar Fair LP                                      14,300
                                                             -----------

                  RETAIL       2.56%
1,100         Intimate Brands Inc.                                23,237
                                                             -----------

                  EQUIPMENT/SERVICE/DRILLING  1.39%
  600          McDermott International Inc.                       12,600
                                                             -----------
        
          
                  OIL & GAS DOMESTIC   8.00%
   500         Questar Corp.                                      17,500
  400          Sonat Inc.                                         17,450
  650          Sun Inc.                                           20,150
  800          USX-Marathon Group                                 17,600
                                                             -----------
                                                                  72,700
                                                                                                              -----------


   The accompanying notes are an integral part of these financial statements.



<PAGE>

                         CARL DOMINO EQUITY INCOME FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


Shares                                                           Value
- --------                                                        -------
                  OIL & GAS INTERNATIONAL     4.85%
  250          Mobil Corp.                                      $ 28,750
  700          YPF Sociedad Anonima ADR                           15,313
                                                             -----------
                                                                  44,063
                                                             -----------

                  FINANCE-MISCELLANEOUS    4.23%
4,000         Hoeing Group Inc.                                   15,000
  825         MBNA Corp.                                          23,409
                                                             -----------
                                                                  38,409
                                                             -----------

                   INSURANCE-MULTI/P & C/LIFE    8.41%
  400          GCR Holdings Ltd*                                  10,200
  400          ITT Hartford Group Inc.                            19,550
  500          Lincoln National Corp.                             24,125
  800          USLife Corp.                                       22,500
                                                             -----------
                                                                  76,375
                                                             -----------


                  MAJOR REGULAR BANKS/OTHER BANKS   6.49%
  200          BankAmerica Corp.                                  15,150
  200          Barnett Banks Inc                                  12,675
  400          Boatmens Bancshares Inc.                           15,500
  400          CoreStates Financial Corp.                         15,600
                                                             -----------
                                                                  58,925
                                                             -----------



   The accompanying notes are an integral part of these financial statements.


<PAGE>



                         CARL DOMINO EQUITY INCOME FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


Shares                                                           Value
- --------                                                        -------
                                                                           
                  MONEY CENTER BANKS    2.27%
  300          Chemical Bank Corp.                              $ 20,662
                                                             -----------
 
                  SAVINGS & LOANS     3.35%
  700          Ahmanson H F & Co.                                 16,625
  600          Great Western                                      13,800
                                                             -----------
                                                                  30,425
                                                             -----------

                  CONGLOMERATES/SPECIAL SITUATIONS   1.67%
1,000         Hanson PLC ADR                                      15,125
                                                             -----------

                  MISCELLANEOUS   3.96%
2,000         Orange PLC ADR*                                     36,000
                                                             -----------
              
                  REIT's    2.70%
  700          Glimcher Realty Trust                              11,987
  600          Security Capital Pacific Trust                     12,525
                                                             -----------
                                                                  24,512
                                                             -----------

                  CHEMICAL    2.25%
  600          Witco Corp.                                        20,475
                                                             -----------




   The accompanying notes are an integral part of these financial statements.


<PAGE>


                         CARL DOMINO EQUITY INCOME FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

Shares                                                          Value
- --------                                                       --------
                 
                  PAPER & FOREST PRODUCTS/PACKAGING    3.72%
  303          International Paper Co.                           $12,082
  400          Union Camp Corp.                                   21,750
                                                             -----------
                                                                  33,832
                                                             -----------
                  COSMETICS     2.11%
  400          Tambrands Inc.                                     19,150
                                                             -----------

                  DIVERIFIED/SUPPLIES/HOSPITALS/NURSING 2.30%
  400          US Healthcare Inc.                                 20,850
                                                             -----------

                  DRUGS    9.62%
1,000         Adac Labs                                           16,375
  150         American Home Products Corp.                        15,825
  800         Glaxo Welcome PLC ADR                               19,300
  500         Pharmacia & Upjohn Inc.                             19,125
  150         Warner Lambert Co.                                  16,763
                                                             -----------
                                                                  87,388
                                                             -----------

                  FOOD     3.32%
  300          General Mills                                      16,650
  400          Heinz H J Co.                                      13,550
                                                             -----------
                                                                  30,200
                                                             -----------

                  HEALTHCARE       0.97%
  200          Baxter International Inc.                           8,850
                                                             -----------                 



The accompanying notes are an integral part of these financial statements.

<PAGE>


                         CARL DOMINO EQUITY INCOME FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

Shares                                                          Value
- --------                                                       -------
                  STAPLES/MISCELLANEOUS SERVICES   6.06%
  600          Block H & R Inc.                                 $ 21,075
  300          Deluxe Corp.                                       10,500
1,250          New England Business Service Inc.                  23,438
                                                             -----------
                                                                  55,013
                                                             -----------

                  TOBACCO       1.49%
  150          Phillip Morris Cos. Inc.                           13,519
                                                             -----------

                  COMPUTER SOFTWARE & SERVICE  1.57%
  500          Compuserve Corp.*                                  14,250
                                                             -----------

                  PHOTOGRAPHY/OFFICE EQUIPMENT    3.13%
  200          Eastman Kodak Co.                                  15,300
  200          Minnesota Mining & Manufacturing Co.               13,150
                                                             -----------
                                                                  28,450
                                                             -----------
                  UTILITIES    1.93%
  600          Telefonica de Argentina S A ADR                    17,550
                                                             -----------

         TOTAL COMMON STOCKS (COST $793,969)                     845,073
                                                             -----------

         TOTAL INVESTMENTS (Cost $793,969)      93.03%           845,073
         Other Assets less Liabilities           6.97%            63,310
                                              --------       -----------
         TOTAL NET ASSETS                      100.00%         $ 908,383
                                              ========       ===========

<FN>
*Non-Income producing securities.
</FN>
</TABLE>


The accompanying notes are an integral part of these financial statements.





<PAGE>





<TABLE>
<CAPTION>
                         CARL DOMINO EQUITY INCOME FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                                 April 30, 1996
                                  (Unaudited)



<S>                                                                 <C>
ASSETS:

Investment in common stock at market value
  (identified cost--$793,969)(Note 1)............................     $845,073    
Cash.............................................................       88,232
Receivable for securities sold...................................       13,876
Receivable for Fund shares sold..................................        5,000
Dividends and interest receivable................................          710          
                                                                     ---------
                   TOTAL ASSETS..................................      952,891   
                                                                     ---------

LIABILITIES:

Payable for securities purchased.................................       42,928
Accrued advisory fee.............................................        1,147
Accrued operating expenses.......................................          433    
                                                                     ---------
                   TOTAL LIABILITIES.............................       44,508     
                                                                     ---------

NET ASSETS (equivalent to $11.09 per share based on 
       81,932 shares of common stock outstanding)--(Note 4)......     $908,383    
                                                                     =========
NET ASSETS CONSIST OF:
  Paid in capital (Note 4).......................................     $844,136
  Undistributed net investment income/(loss).....................        2,622
  Accumulated undistributed net realized gain/(loss) from security
    transactions.................................................       10,521
Net unrealized appreciation/(depreciation) of investments........       51,104
                                                                     ---------
NET ASSETS APRIL 30, 1996........................................     $908,383
                                                                     =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>

<TABLE>
<CAPTION>
                         CARL DOMINO EQUITY INCOME FUND

                            STATEMENT OF OPERATIONS

                      For the period from November 6, 1995
              (Commencement of Operations) through April 30, 1996
                                  (Unaudited)


<S>                                                                 <C>
INVESTMENT INCOME:
  Dividends......................................................       $7,289      
  Interest.......................................................          242      
                                                                     ---------

     TOTAL INVESTMENT INCOME.....................................        7,531            
                                                                     ---------

OPERATING EXPENSES:
  Investment advisory fee (Note 3)...............................        4,076             
  Trustees' fees.................................................          833        
                                                                     ---------

     TOTAL OPERATING EXPENSES.....................................       4,909                                       
                                                                     ---------


     NET INVESTMENT INCOME/(LOSS).................................       2,622                                         
                                                                     ---------

    NET REALIZED AND UNREALIZED GAINS/(LOSSES) 
      ON INVESTMENTS:
   Net realized gain/(loss) on security transactions..............      10,521
   Net change in unrealized appreciation/(depreciation) on
     investments..................................................      51,104
                                                                     ---------

    NET GAIN/(LOSS) ON INVESTMENTS................................      61,625
                                                                     ---------

   NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM 
     OPERATIONS...................................................     $64,247
                                                                     =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>

<TABLE>
<CAPTION>

                         CARL DOMINO EQUITY INCOME FUND

                       STATEMENT OF CHANGES IN NET ASSETS

                      For the period ended April 30, 1996
                                  (Unaudited)

<S>                                                                 <C>
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income/(loss)...................................     $  2,622           
  Net realized gain/(loss) from securities transactions..........       10,521           
  Net change in unrealized appreciation/(depreciation) of investments
     during the period...........................................       51,104         
                                                                     ---------
  NET INCREASE/(DECREASE) IN NET ASSETS FROM
     OPERATIONS..................................................       64,247               
                                                                     ---------

DISTRIBUTION TO SHAREHOLDERS:
   Net investment income.........................................            0                
   Realized gain.................................................            0                  
                                                                     ---------
                                                                             0
                                                                     ---------
FUND SHARE TRANSACTIONS:               
  Shares sold....................................................      826,032
  Shares issued in reinvestment of dividends.....................            0
  Shares redeemed................................................       (6,896)
                                                                     ---------
 TOTAL CAPITAL STOCK                                                   819,136
                                                                     ---------
NET INCREASE/(DECREASE) IN NET ASSETS............................      883,382                
                                                                     ---------  

NET ASSETS:
   Beginning of period...........................................       25,000          
                                                                     --------- 

  End of period..................................................      908,383             
                                                                     =========

</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>


<TABLE>
<CAPTION>
                         CARL DOMINO EQUITY INCOME FUND

                              FINANCIAL HIGHLIGHTS

               For a share outstanding throughout the period from
                 November 6, 1995 (Commencement of Operations)
                             through April 30, 1996
                                  (Unaudited)

<S>                                                                  <C>
  Net asset value - beginning of period..........................      $10.00
                                                                     --------
  Income from investment operations:                                                                            
  Net investment income..........................................         .04
  Net gain on investments both realized and unrealized...........        1.05 
                                                                     --------
  Total from investment operations...............................        1.09
                                                                     --------

  Less distributions:                                                                                
  Dividends from net investment income...........................           0
  Dividends from capital gains...................................           0     
                                                                     -------- 
  Net asset value- end of period.................................      $11.09
                                                                     ========

  Total Return**.................................................       26.25%



Ratio/supplemental data:
  Net assets, end of period (in 000's)...........................         908
  Ratio of expenses to average net assets**......................        1.79%
  Ratio of net investment income to average net assets**.........         .96%  
  Portfolio turnover rate........................................       26.00%
  Average Commission rate paid...................................       .0538

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

   The accompanying notes are an integral part of these financial statements.


<PAGE>


                         CARL DOMINO EQUITY INCOME FUND

                         Notes to Financial Statements

                                 April 30, 1996
                                  (Unaudited)

1.  ORGANIZATION                                    

     The Carl Domino Equity Income Fund (the "Fund") was organized as a
series of  the AmeriPrime Funds, an Ohio business trust (the "Trust"), on
August 8, 1995, and commenced operations on November 6, 1995.  The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified series, open end management investment company.  The Trust Agreement
permits the Trustees to issue an unlimited number of shares of beneficial
interest of separate series without par value.


2. SIGNIFICANT ACCOUNTING POLICIES

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

     Securities Valuations - 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, in conformity with guidelines adopted
by and subject to review of the Board of Trustees of the Trust.  
     
     Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
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.



<PAGE>


                         CARL DOMINO EQUITY INCOME FUND

                         Notes to Financial Statements
                                 April 30, 1996
                                  (Unaudited)

Federal Income 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.

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

Other - The Fund follows industry practice and records security transactions on
the trade date.  The specific identification method is used for determining
gains or losses for financial statements and income tax purposes.  Dividend
income is recorded on the ex-dividend date and interest income is recorded on
an accrual basis.


NOTE 3. INVESTMENT ADVISORY AGREEMENT

     The Fund retains Carl Domino Associates, L.P. (the "Adviser") to manage the
Fund's investments.  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 Domino.  Mr. Domino is primarily responsible for the
day to day managment of the Fund's portfolio.

     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 non-interested persons, 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 rate of the advisory fees paid by most investment
companies to their investment advisers is lower than the rate of the advisory
fees paid by the Fund.  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.  For the period from
November 6, 1995 through April 30, 1996, the Adviser has received a fee of
$4,076 from the Fund.



<PAGE>



                         CARL DOMINO EQUITY INCOME FUND

                         Notes to Financial Statements

                                 April 30, 1996
                                  (Unaudited)


 NOTE 4.  CAPITAL SHARE TRANSACTIONS  

   As of April 30, 1996 there was an unlimited number of no par value shares of
capital stock authorized for the Fund.

     Transactions in capital stock were as follows:

<TABLE>

                                             For the period from 
                                      November 6, 1995 (Commencement of
                                        Operations) through April 30, 1996

<S>                                     <C>                   <C>
                                          Shares                Amount
                                        ---------             ----------

Shares sold                                80,072              $826,032

Shares issued in reinvestment 
  of  dividends                                 0                     0

Shares redeemed                              (640)               (6,896)
                                        ---------             ---------
Net increase                               79,432              $819,136
                                        =========             =========

Total paid in capital                                          $844,136                                             ========

</TABLE>


NOTE 5.  INVESTMENTS

     For the period from November 6, 1995 (commencement of operations) through
April 30, 1996, purchases and sales of investment securities, other than short-
term investments, aggregated $949,075 and $152,797 respectively.  The gross
unrealized appreciation for all securities totaled $61,176 and the gross
unrealized  depreciation for all securities totaled $10,072 for a net unrealized
appreciation of  $51,104.  The aggregate cost of securities for federal income
tax purposes at April 30, 1996 was $793,969.





<PAGE>












                              GLOBALT GROWTH FUND

                      STATEMENT OF ADDITIONAL INFORMATION

   
                                 JUNE 28, 1996
    








   
         This Statement of Additional Globalt Growth Information is not a
prospectus. It should be read in conjunction with the Prospectus of GLOBALT
Growth Fund dated January 1, 1996, and the Supplement to the Prospectus dated
June 28, 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
1-800-831-9922.
    






<PAGE>












                      STATEMENT OF ADDITIONAL INFORMATION


                               TABLE OF CONTENTS


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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
 CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

INVESTMENT LIMITATIONS. . . . . . . . . . . . . . . . . . . . . . . . . .   4

THE INVESTMENT ADVISER. . . . . . . . . . . . . . . . . . . . . . . . . .   6

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
    


<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 May 31, 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 - 19.47%; Kenneth and Ann Horne, 4972 Heather
Point, Birmingham, Alabama - 9.13%; Carlton's Management Trust, 4972 Heather
Point, Birmingham, Alabama - 6.32%; The Norwood Clinic, Inc., P.O. Box 2554,
Birmingham, Alabama - 5.65%; Brenda M. Hackney, 2 Office Park Circle,
Birmingham, Alabama - 8.95%; Management Psychology Group Pension Plan, 3340
Peachtree Road, N.E., Atlanta, Georgia - 11.62%; Management Psychology Group
Profit Sharing Trust - 15.01%.

         As of May 31, 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
May 31, 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.



                                     - 1 -

<PAGE>



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 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.


                                     - 2 -

<PAGE>



            (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 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.



                                     - 3 -

<PAGE>



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 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


                                     - 4 -

<PAGE>

(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 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.




                                     - 5 -

<PAGE>


         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.

         California. As long as the rules promulgated under the California
Corporate Securities Law include restrictions on options transactions by an
investment company, the Fund will adhere to such restrictions as interpreted by
the staff of the California Department of Corporations. The Fund will limit
writing of puts such that the aggregate value of the obligations underlying such
puts will not exceed 50% of the Fund's net assets, and the Fund will limit the
purchase of puts and calls such that the premiums paid therefor shall not exceed
20% of the net assets of the Fund.


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.

         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, 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 Financial
Age:  37                                                       Services, Inc., the Fund's administrator, and AmeriPrime
Suite 200                                                      Financial Securities, Inc., the Fund's distributor.
1793 Kingswood Drive                                           Prior to December, 1994, a senior client executive with SEI
Southlake, Texas  76092                                        Financial Services.

Kelli D. Shomaker, C.P.A.           Secretary, Treasurer       Manager of Compliance of AmeriPrime Financial Services,
1793 Kingswood Drive                                           Inc.; Vice President, Chief Accounting Officer, Treasurer
Suite 200                                                      and Controller of United Services Advisors, Inc. and United
Age:  33                                                       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 exploration
Age:  37                                                       company; International Marketing Manager of Carbo Ceramics
140 Mockingbird Lane                                           Inc., oil field manufacturing/supply company.
Coppell, Texas  76019


Gary E. Hippenstiel                 Trustee                    President and Director of Heritage Trust Company; Vice
Age:  48                                                       President and Chief Investment Officer of Legacy Trust
600 Jefferson Street                                           Company; Vice President and Manager of Investments of
Houston, Texas  70002                                          Kanaly Trust Company from 1988 to 1992.

</TABLE>

         The compensation paid to the Trustees of the Trust is set forth in the
following table:


<TABLE>
<S>                       <C>               <C>                 <C>                   <C>
                                            Pension or
                          Aggregate         Retirement          Estimated Annual      Total Compensation
                          Compensation      Accrued As Part     Benefits Upon         from Trust (the Trust is
Name                      from Trust (1)    of Fund Expenses    Retirement            not in a Fund Complex) (1)


Kenneth D. Trumpfheller          0                0                   0                            0
Steve L. Cobb               $4,000                0                   0                       $4,000
Gary E. Hippenstiel         $4,000                0                   0                       $4,000

<FN>
1 Trustee fees are Trust expenses and each series of the Trust pays a portion
  of the Trustee fees. The compensation is estimated for the first full year of
  the Trust ending October 31, 1996.
</FN>
</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>



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.

         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


                                     - 9 -

<PAGE>

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, 1996. 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.



                                     - 10 -

<PAGE>



To the Shareholders and Trustees
Globalt Growth Fund

We have audited the accompanying balance sheet of Globalt Growth Fund (a
diversified series of AmeriPrime Funds) as of October 26, 1995. This financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. Our procedures included
confirmation of cash held by the custodian as of October 26, 1995, by
correspondence with the custodian. We believe that our audit of the balance
sheet provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Globalt Growth Fund as of October
26, 1995, in conformity with generally accepted accounting principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio
October 26, 1995



                                     - 11 -

<PAGE>


<TABLE>
<CAPTION>
                              GLOBALT GROWTH FUND
                       STATEMENT OF ASSETS & LIABILITIES
                                OCTOBER 26, 1995



<S>                                                     <C>
ASSETS:
         Cash in Bank                                    $25,000

                  Total Assets                           $25,000

NET ASSETS                                               $25,000

NET ASSETS CONSIST OF:
         Capital Paid In                                 $25,000

OUTSTANDING SHARES
         Unlimited Number of Shares
         Authorized Without Par Value                     $2,500

NET ASSET VALUE PER SHARE                                    $10

OFFERING PRICE PER SHARE                                     $10

</TABLE>







                         See Accountant's Audit Report

                                     - 12 -

<PAGE>



                              GLOBALT GROWTH FUND
                         NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION

         Globalt Growth Fund is a diversified series of AmeriPrime Funds 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 permits the
Trustees to issue an unlimited number of shares of beneficial interest of
separate series without par value.

         The Trust uses an independent transfer agent and dividend paying agent.
No transactions other than those relating to organizational matters and the sale
of 2,500 shares of Globalt Growth Fund have taken place to date.

2.  RELATED PARTY TRANSACTIONS

         The initial purchase of Registrant's shares was made by AmeriPrime
Financial Securities, Inc. (a corporation which may be deemed to be controlled
by Kenneth Trumpfheller).  As a result of this purchase, the Registrant may be
deemed to be under common control with AmeriPrime Financial Securities, Inc. and
Kenneth Trumpfheller.

         The Fund's distribution and administration functions are handled by
AmeriPrime Financial Securities, Inc. and AmeriPrime Financial Services, Inc.
respectively. These corporations may be deemed to be under the common control of
Kenneth Trumpfheller who may be deemed to be a controlling person of each
corporation due to his ownership of shares and his positions as an officer and
director.  Mr. Trumpfheller, because of such affiliation, may receive benefits
from the distribution and administration fees.

         The Fund's investment adviser (the "Adviser") is Globalt, Inc.  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
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.

         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 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.



                                     - 13 -

<PAGE>



                              GLOBALT GROWTH FUND
                         NOTES TO FINANCIAL STATEMENTS
                                    (CONT'D)

3.  CAPITAL STOCK AND DISTRIBUTION

         At October 26, 1995 an unlimited number of shares were authorized, and
paid-in capital amounted to $25,000.  Transactions in capital stock were as
follows:

                 Shares sold                         2,500
                 Shares redeemed                      -0-
                 Net Increase                        2,500

                 Shares Outstanding:
                      Beginning of period             -0-
                      End of period                  2,500





                                     - 14 -

<PAGE>



<TABLE>
<CAPTION>

                              GLOBALT GROWTH FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

<C>       <S>                                               <C>
Shares                                                           Value
- --------                                                        --------

          COMMON STOCKS            95.32%

                  BUSINESS EQUIPMENT/SERVICES        7.82%

  1,300    Air Express Intl                                     $ 36,400
    150    Computer Sciences*                                     11,100
    700    General Motors Corp. Cl E                              39,462
    450    Interpublic Group                                      21,038
    500    Omnicom Group                                          21,687
    650    VeriFone Inc*                                          27,300
                                                             -----------
                                                                 156,987
                                                             -----------

                  CAPITAL GOODS        11.63%

   300   Caterpillar Inc.                                         19,200
   400   Fluor Corp.                                              26,450
   450   Foster Wheeler Corp.                                     20,812                               
   500   General Electric Corp.                                   38,750
   850   Kennametal Inc.                                          32,194
   600   Molex Inc.                                               19,500   
   600   Owens Corning                                            24,150
   950   Stewart & Stevenson Services Inc.                        27,906
   400   Thermo Electron Co.                                      24,650
                                                             -----------
                                                                 233,612
                                                             -----------

                  CONSUMER DURABLES          1.63%

   950   Echlin Inc.                                              32,656
                                                             -----------


The accompanying notes are an integral part of these financial statements.


<PAGE>


                              GLOBALT GROWTH FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

Shares                                                           Value
- --------                                                        -------


                  CONSUMER NON-DURABLES             8.67%

   450   Avon Products Inc.                                   $   39,994
   350   Colgate-Palmolive Co.                                    26,819
   450   Duracell International Inc.                              20,363
   500   Eastman Kodak                                            38,250
   500   Pepsico Inc.                                             31,750
   200   Proctor & Gamble Co.                                     16,900
                                                             -----------
                                                                 174,076
                                                             -----------

                  CONSUMER SERVICES         1.48%

   650   Coleman Co.*                                             29,819
                                                             -----------

                  ENERGY       6.58%

   250   Amoco Corp.                                              18,250
 1,150   Apache Corp.                                             33,350
   350   Halliburton Co.                                          20,081
   250   Mobil Corp.                                              28,750
   900   Weatherford Enterra Inc.*                                31,725
                                                             -----------
                                                                 132,156
                                                             -----------



   The accompanying notes are an integral part of these financial statements.


<PAGE>


                              GLOBALT GROWTH FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

Shares                                                          Value
- --------                                                      --------
                  FINANCIAL SERVICES       12.27%

 1,050   AFLAC Inc.                                           $   32,550
   850   American Express                                         41,225
   350   American International Group                             31,981
   400   BankAmerica Corp.                                        30,300
   300   Citicorp                                                 23,625
   250   General Re Corp.                                         35,719
   250   Marsh & McLennan Co.                                     23,500
   550   Morgan Stanley Group                                     27,637
                                                             -----------
                                                                 246,537
                                                             -----------

                  HEALTH CARE         11.57%

   500   Abbott Laboratories                                      20,312
   250   Bristol Meyers Squibb                                    20,562
   600   Guidant Corp.                                            33,675
   256   Johnson & Johnson                                        23,680
   650   Lilly Eli & Co.                                          38,350
   300   Medtronic Inc.                                           15,937
   550   Merck & Co.                                              33,275 
   300   Pfizer Inc.                                              20,662
   700   United States Surgical Corp.                             25,900
                                                             -----------
                                                                 232,353
                                                             -----------



The accompanying notes are an integral part of these financial statements.


<PAGE>


                              GLOBALT GROWTH FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

Shares                                                          Value
- --------                                                     ----------

                  RAW MATERIALS       7.32%

   550   Air Products & Chemicals Inc.                        $   31,419
   400   Aluminum Company of America                              24,950
   400   Dupont DeNemours Co.                                     32,150
 1,200   Engelhard Corp.                                          30,150
   800   Morton International Inc.                                28,300
                                                             -----------
                                                                 146,969
                                                             -----------

                  RETAIL           1.91%

   800   McDonalds Corp.                                          38,300
                                                             -----------

                  SHELTER     2.95%

   850   International Paper Co.                                  33,894
   350   Kimberly Clark Corp.                                     25,419
                                                             -----------
                                                                  59,313
                                                             -----------






The accompanying notes are an integral part of these financial statements.



<PAGE>



                              GLOBALT GROWTH FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


Shares                                                            Value
- --------                                                       ----------


                  TECHNOLOGY      16.58%

   700   3 Com Corp.*                                        $    32,288
   500   AMP Inc.                                                 22,375
   650   Cisco Systems Inc.*                                      33,719
   500   Hewlett Packard Co.                                      52,938
   800   Informix Corp.*                                          21,100
   300   Intel Corp.                                              20,325
   300   International Business Machines                          32,250
   250   Microsoft Corp.*                                         28,344
   825   Oracle Corp*.                                            27,844
   600   Sun Microsystems*                                        32,550
   200   Xerox Corp.                                              29,300
                                                             -----------
                                                                 333,033
                                                             -----------

                  TRANSPORTATION       1.61%

   400   Federal Express*                                         32,300
                                                             -----------









The acompanying notes are an integral part of these financial statements.




<PAGE>


                              GLOBALT GROWTH FUND

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


Shares                                                           Value
- --------                                                       ---------

                  UTILITIES           3.30%

   650   AT & T Corp.                                          $  39,813
 1,000   Enron Oil & Gas                                          26,500
                                                             -----------
                                                                  66,313
                                                             -----------

        TOTAL COMMON STOCKS (cost $1,802,723)................  1,914,424  

        TOTAL INVESTMENTS                 95.32%               1,914,424
            (Cost $1,802,723)
        Other Assets less liabilities      4.68%                  94,084
                                        --------             -----------
        TOTAL NET ASSETS                 100.00%              $2,008,508
                                        ========             ===========


<FN>
*Non-income producing security.
</FN>
</TABLE>


The accompanying notes are an integral part of these financial statements.

                              

<PAGE>








<TABLE>
<CAPTION>
                              GLOBALT GROWTH FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                                 April 30, 1996
                                  (Unaudited)


<S>                                                               <C>

ASSETS:

Investment in common stock at market value
  (identified cost--$1,802,723)(Note 1)..........................  $ 1,914,424
Short-term investments...........................................            0
Cash.............................................................      104,080      
Dividends and interest receivable................................        1,488
                                                                   -----------
                   TOTAL ASSETS..................................    2,019,992
                                                                   -----------

LIABILITIES:

Payable for securities purchased.................................        9,056
Accrued advisory fee.............................................        1,995
Accrued operating expenses.......................................          433
                                                                   -----------
                   TOTAL LIABILITIES.............................       11,484
                                                                   -----------

NET ASSETS (equivalent to $11.63 per share based on 
  172,735 shares of common stock outstanding)--(Note 4)..........  $ 2,008,508
                                                                   ===========

NET ASSETS CONSIST OF:
  Paid in capital (Note 4).......................................  $ 1,884,800
  Undistributed net investment income/(loss).....................         (896)
  Accumulated undistributed net realized gain/(loss) from
     security transactions.......................................       12,903
  Net unrealized appreciation/depreciation on investments........      111,701
                                                                   -----------
  NET ASSETS APRIL 30, 1996                                        $ 2,008,508
                                                                   ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>

<TABLE>
<CAPTION>
                              GLOBALT GROWTH FUND

                            STATEMENT OF OPERATIONS

                      For the period from December 1, 1995
              (Commencement of Operations) through April 30, 1996
                                  (Unaudited)


<S>                                                                 <C>

INVESTMENT INCOME:
  Dividends......................................................      $ 5,447
  Interest.......................................................            0
                                                                     ---------
     TOTAL INVESTMENT INCOME.....................................        5,447
                                                                     ---------
OPERATING EXPENSES:
  Investment advisory fee (Note 3)...............................        5,510
  Trustees' fees.................................................          833        
                                                                     ---------
     TOTAL OPERATING EXPENSES....................................        6,343
                                                                     ---------

     NET INVESTMENT INCOME/(LOSS)................................         (896)
                                                                     ---------


 NET REALIZED AND UNREALIZED GAIN/(LOSS) ON 
    INVESTMENTS:
Net realized gain/(loss) on security transactions................       12,903
Net change in unrealized appreciation/(depreciation)
     on investments..............................................      111,701
                                                                     ---------
  NET GAIN/(LOSS) ON INVESTMENTS.................................      124,604
                                                                     ---------
  NET INCREASE/(DECREASE) IN NET ASSETS, RESULTING 
    FROM OPERATIONS..............................................    $ 123,708
                                                                     =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>


<TABLE>
<CAPTION>
                              GLOBALT GROWTH FUND

                       STATEMENT OF CHANGES IN NET ASSETS

                      For the period ended April 30, 1996
                                  (Unaudited)


<S>                                                                 <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income/(loss)...................................       $ (896)
  Net realized gain/(loss) from securities transactions..........       12,903
  Net change in unrealized appreciation/(depreciation) of
     investments during the period...............................      111,701
                                                                    ----------
  NET INCREASE/(DECREASE) IN NET ASSETS FROM
     OPERATIONS..................................................      123,708
                                                                    ----------

DISTRIBUTION TO SHAREHOLDERS:
   Net investment income.........................................            0 
   Realized gain.................................................            0                
                                                                    ----------
                                                                             0
                                                                    ----------
 FUND SHARE TRANSACTIONS:                  
   Shares sold...................................................    1,859,800
   Shares issued in reinvestment of dividends....................            0
   Shares redeemed...............................................            0
                                                                    ----------
 TOTAL CAPITAL STOCK                                                 1,859,800
                                                                    ----------

NET INCREASE/(DECREASE) IN NET ASSETS                                1,983,508
                                                                    ----------

NET ASSETS:
   Beginning of period...........................................       25,000 
                                                                    ----------

  End of period..................................................  $ 2,008,508
                                                                   ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>



<TABLE>
<CAPTION>
                              GLOBALT GROWTH FUND

                              FINANCIAL HIGHLIGHTS

                 For a share outstanding throughout the period
               from December 1, 1995 (Commencement of Operations)
                             through April 30, 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......        1.64
                                                                     --------
Total from investment operations.................................        1.63
                                                                     --------
Less distributions:
Dividends from net investment income.............................           0
Dividends from capital gains.....................................           0
                                                                     --------
Net asset value- end of period...................................      $11.63
                                                                     ========
Total Return**...................................................       39.25%



Ratios/Supplemental data:
Net assets, end of period (in 000's).............................       2,009
Ratio of expenses to average net assets**........................        1.32%
Ratio of net investment income to average net assets**...........        (.19)%
Portfolio turnover rate..........................................       26.88%
Average Commission rate paid.....................................       .0934

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


   The accompanying notes are an integral part of these financial statements.



<PAGE>


                              GLOBALT GROWTH FUND

                         NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1996
                                  (Unaudited)


1.  ORGANIZATION 

The GLOBALT Growth Fund (the "Fund") was organized as a series of the 
AmeriPrime Funds, an Ohio business trust (the "Trust"), on October 20, 1995 and 
commenced operations on December 1, 1995.  The Trust  is registered under the 
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company.  The Trust Agreement permits the trustees to
issue an unlimited number of shares of beneficial interest of separate series
without par value.


2. SIGNIFICANT ACCOUNTING POLICIES

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

Securities Valuation - Securities which are traded on any exchange or on the
NASDAQ over-the-counter market are valued at the last quoted sale price.
Lacking a last sale price, a security is valued at its last bid price except
when, in the Adviser's opinion, the last bid price does not accurately reflect
the current value of the security.  All other securities for which over-the-
counter market quotations are readily available are valued at their last bid
price.  When market quotations are not readily available, when the 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, in conformity with guidelines adopted
by and subject to review of the Board of Trustees of the Trust.

     Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of  prices furnished by a pricing service when
the Adviser believes such prices accurately reflect the fair market values 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 instiutional-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 restriced 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.


<PAGE>


                              GLOBALT GROWTH FUND

                         NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1996
                                  (Unaudited)


Federal Income 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.

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

Other - The Fund follows industry practice and records security transactions on
the trade date.  The specific identification method is used for determining
gains or losses for financial statements and income tax purposes.  Dividend
income is recorded on the ex-dividend date and interest income is recorded on
an accrual basis.


NOTE 3. INVESTMENT ADVISORY AGREEMENT

     The Fund retains GLOBALT , Inc. (the "Adviser") to manage the Fund's
investments.  The Adviser was orgainzed as a Georgia Corporation in 1990.   
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.

     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 non-interested persons, 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 rate of the advisory fees paid by most investment
companies to their investment advisers is lower than the rate of the advisory
fees paid by the Fund.  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.  For the period from
December 1, 1995 through April 30, 1996, the Adviser has received a fee of
$5,510 from the Fund.


<PAGE>

  
                              GLOBALT GROWTH FUND

                         NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1996
                                  (Unaudited)


NOTE 4.  CAPITAL SHARE TRANSACTIONS

     As of April 30, 1996 there was an unlimited number of no par value shares
of capital stock authorized  for the Fund.

     Transactions in capital stock were as follows:

<TABLE>
                                  For the period from December 1, 1995
                                  (Commencement of Operations) through
                                             April 30, 1996

<S>                                 <C>                      <C>
                                       Shares                    Amount
                                     ---------                ------------

Shares sold                           170,235                  $1,859,800

Shares issued in reinvestment
  of dividends                              0                           0

Shares redeemed                             0                           0
                                     --------                  ----------                                                 
 Net Increase                         170,235                  $1,859,800
                                                               ==========                        ======== 

Total paid in capital                                          $1,884,800
                                                               ==========

</TABLE>


NOTE 5. INVESTMENTS

For the period from December 1, 1995 (commencement of operations) through
April 30, 1996, purchases and sales of investment securities, other than short-
term investments, aggregated $2,079,888 and $290,011, respectively.  The gross
unrealized appreciation for all securities totaled $134,524 and the gross
unrealized depreciation for all securities totaled $22,823 for a net unrealized
appreciation of $111,701.  The aggregate cost of securities for federal income
tax purposes at April 30, 1996 was $1,802,723.


<PAGE>













                        AIT VISION U.S. EQUITY PORTFOLIO

                      STATEMENT OF ADDITIONAL INFORMATION

   
                                 JUNE 28, 1996
    









   
         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 November 6, 1995, and the Supplement to the Prospectus dated June 28,
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 1-800-507-9922.

    






<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
    



<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 May 31, 1996, the following persons may be deemed to beneficially
own five percent (5%) or more of the Fund:  AmeriPrime Financial Securities,
Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas - 5.02%; Blanche W.
Dupree Trust, 719 Central Park Blvd., Port Orange, Florida - 9.85%; LBS Capital
Management Resources Trust Company, 311 Park Place Blvd., Clearwater, Florida
- - 66.71%.

         As of May 31, 1996, LBS Capital Management Resources Trust Company may
be deemed to control the Fund as a result of its beneficial ownership of shares
of the Fund. As of May 31, 1996, the officers and trustees as a group may be
deemed to beneficially own 5.02% 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 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



                                     - 1 -

<PAGE>



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 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


                                     - 2 -
<PAGE>



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 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.



                                     - 3 -
<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
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.

         Other Restrictions.  To comply with the current state regulations, the
Fund presently intends to observe the following restrictions, which may be
changed by the Board of Trustees without shareholder approval.

         Arizona.  The Fund presently has no investment policy that restricts
the Fund's purchase of securities issued by companies that have been in
operation less than three years.

         California. As long as the rules promulgated under the California
Corporate Securities Law include restrictions on options transactions by an
investment company, the Fund will adhere to such restrictions as interpreted by
the staff of the California Department of Corporations. The Fund will limit
writing of puts such that the aggregate value of the obligations underlying such
puts will not exceed 50% of the Fund's net assets, and the Fund will limit the
purchase of puts and calls such that the premiums paid therefor shall not exceed
20% of the net assets of the Fund.


                                     - 4 -

<PAGE>


         Texas. The Fund may not invest in oil, gas or mineral leases. The Fund
may not purchase or sell real property including limited partnership interests,
but excluding readily marketable interests in real estate investment trusts or
readily marketable securities of companies which invest in real estate. The Fund
will not lend portfolio securities. In addition, shares of the Fund sold in
Texas will be exchanged for a money market fund sponsored by AmeriPrime Funds
only if such money market fund is registered in Texas.


THE INVESTMENT ADVISER

         The Fund's investment adviser is LBS Capital Management, Inc., 311 Park
Place Blvd., Suite 330, Clearwater, Florida 34619. Dean S. Barr and Walter J.
Loick may each be deemed to be a controlling person of the Adviser due to their
ownership of its shares and their respective positions as chief investment
officer and director 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 1.47% 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.

         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.


                                     - 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 Financial
Age:  37                                                       Services, Inc., the Fund's administrator, and AmeriPrime
Suite 200                                                      Financial Securities, Inc., the Fund's distributor.
1793 Kingswood Drive                                           Prior to December, 1994, a senior client executive with SEI
Southlake, Texas  76092                                        Financial Services.


Kelli D. Shomaker, C.P.A.           Secretary, Treasurer       Manager of Compliance of AmeriPrime Financial Services,
1793 Kingswood Drive                                           Inc.; Vice President, Chief Accounting Officer, Treasurer
Suite 200                                                      and Controller of United Services Advisors, Inc. and United
Age:  33                                                       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 exploration
Age:  37                                                       company; International Marketing Manager of Carbo Ceramics
140 Mockingbird Lane                                           Inc., oil field manufacturing/supply company.
Coppell, Texas  76019


Gary E. Hippenstiel                 Trustee                    President and Director of Heritage Trust Company; Vice
Age:  48                                                       President and Chief Investment Officer of Legacy Trust
600 Jefferson Street                                           Company; Vice President and Manager of Investments of
Houston, Texas  70002                                          Kanaly Trust Company from 1988 to 1992.

</TABLE>

         The compensation paid to the Trustees of the Trust is set forth in the
following table:


<TABLE>
<S>                       <C>               <C>                 <C>                   <C>
                                            Pension or
                          Aggregate         Retirement          Estimated Annual      Total Compensation
                          Compensation      Accrued As Part     Benefits Upon         from Trust (the Trust is
Name                      from Trust (1)    of Fund Expenses    Retirement            not in a Fund Complex) (1)


Kenneth D. Trumpfheller          0                0                   0                            0
Steve L. Cobb               $4,000                0                   0                       $4,000
Gary E. Hippenstiel         $4,000                0                   0                       $4,000

<FN>
1 Trustee fees are Trust expenses and each series of the Trust pays a portion
  of the Trustee fees. The compensation is estimated for the first full year of
  the Trust ending October 31, 1996.
</FN>
</TABLE>


                                     - 6 -
<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.



                                     - 7 -

<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:
                                  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.

         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



                                     - 8 -


<PAGE>


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


<PAGE>



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, 1996. 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>



To the Shareholders and Trustees
AIT Vision U.S. Equity Portfolio

We have audited the accompanying balance sheet of AIT Vision U.S. Equity
Portfolio (a diversified series of AmeriPrime Funds) as of October 26, 1995.
This financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. Our procedures included
confirmation of cash held by the custodian as of October 26, 1995, by
correspondence with the custodian. We believe that our audit of the balance
sheet provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of AIT Vision U.S. Equity Portfolio as
of October 26, 1995, in conformity with generally accepted accounting
principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio
October 26, 1995



                                     - 10 -

<PAGE>


<TABLE>
<CAPTION>
                        AIT VISION U.S. EQUITY PORTFOLIO
                       STATEMENT OF ASSETS & LIABILITIES
                                OCTOBER 26, 1995



<S>                                                <C>
ASSETS:
         Cash in Bank                               $25,000

                  Total Assets                      $25,000

NET ASSETS                                          $25,000

NET ASSETS CONSIST OF:
         Capital Paid In                            $25,000

OUTSTANDING SHARES
         Unlimited Number of Shares
         Authorized Without Par Value                $2,500

NET ASSET VALUE PER SHARE                               $10

OFFERING PRICE PER SHARE                                $10

</TABLE>













                         See Accountant's Audit Report

                                     - 11 -

<PAGE>



                        AIT VISION U.S. EQUITY PORTFOLIO
                         NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION

         AIT Vision U.S. Equity Portfolio is a diversified series of AmeriPrime
Funds 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
permits the Trustees to issue an unlimited number of shares of beneficial
interest of separate series without par value.

         The Trust uses an independent transfer agent and dividend paying agent.
No transactions other than those relating to organizational matters and the sale
of 2,500 shares of AIT Vision U.S. Equity Portfolio have taken place to date.

2.  RELATED PARTY TRANSACTIONS

         The initial purchase of Registrant's shares was made by AmeriPrime
Financial Securities, Inc. (a corporation which may be deemed to be controlled
by Kenneth Trumpfheller).  As a result of this purchase, the Registrant may be
deemed to be under common control with AmeriPrime Financial Securities, Inc.
and Kenneth Trumpfheller.

         The Fund's distribution and administration functions are handled by
AmeriPrime Financial Securities, Inc. and AmeriPrime Financial Services, Inc.
respectively. These corporations may be deemed to be under the common control of
Kenneth Trumpfheller who may be deemed to be a controlling person of each
corporation due to his ownership of shares and his positions as an officer and
director.  Mr. Trumpfheller, because of such affiliation, may receive benefits
from the distribution and administration fees.

         The Fund's investment adviser (the "Adviser") is LBS Capital
Management, Inc.  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 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.

         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 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.


                                     - 12 -
<PAGE>



                        AIT VISION U.S. EQUITY PORTFOLIO
                         NOTES TO FINANCIAL STATEMENTS
                                    (CONT'D)

3.  CAPITAL STOCK AND DISTRIBUTION

         At October 26, 1995 an unlimited number of shares were authorized, and
paid-in capital amounted to $25,000.  Transactions in capital stock were as
follows:

                 Shares sold                         2,500
                 Shares redeemed                      -0-
                 Net Increase                        2,500

                 Shares Outstanding:
                      Beginning of period             -0-
                      End of period                  2,500




                                     - 13 -



<PAGE>


<TABLE>
<CAPTION>
                        AIT VISION U.S. EQUITY PORTFOLIO

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

<C>            <S>                                         <C>

Shares                                                           Value
- --------                                                       ---------

                  COMMON STOCKS     95.94%

                  BROADCASTING    2.71%
  200          Clear Channel Communication*                  $    13,550     
                                                             -----------

                  CABLE TELEVISION     1.14%
  300          Telecommunications Inc.                             5,737
                                                             -----------

                  CASINO/GAMBLING      3.14%
  300          Mirage Resorts Inc.*                               15,712
                                                             -----------

                  CLOTHING/SHOE/ACCESS CHAINS  5.80%
  400          Gap Inc.                                           12,050
  100          Nordstrom Inc.                                      5,087
  400          TJX Cos Inc.                                       11,800
                                                             -----------
                                                                  28,937
                                                             -----------

                  COMPUTER SOFTWARE     8.39%
  300          Continuum Inc.*                                    17,100
  100          Microsoft Corp.*                                   11,338
  400          Oracle Corp.*                                      13,500
                                                             -----------
                                                                  41,938
                                                             -----------

          

   The accompanying notes are an integral part of these financial statements.



<PAGE>



                        AIT VISION U.S. EQUITY PORTFOLIO

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)

Shares                                                           Value
- --------                                                        -------
                  COMPUTER/VIDEO CHAINS     3.57%
  400          Circuit City Stores Inc.                       $   12,700
  100          Tandy Corp.                                         5,187
                                                             -----------
                                                                  17,887
                                                             -----------

                  CONSTRUCTION/AGRICULTURAL
                  EQUIPMENT/TRUCKS 3.27%
  300          JLG Industries Inc.                                16,350
                                                             -----------

                  CONTRACT DRILLING   3.43% 
  700          Reading & Bates Corp.                              17,150
                                                             -----------

                  DIVERSIFIED COMMERCIAL SERVICES   2.71%
  200          Pay Chex Inc.                                      13,550
                                                             -----------

                  DIVERSIFIED ELECTRONICS PRODUCTS  1.71%
  200          SCI SYS. INC.                                       8,575
                                                             -----------

                  DIVERSIFIED MANUFACTURE     5.27%
  300          Danaher Corp.                                      11,813
  200          Dresser Industries Inc.                             6,375
  400          Zurn Industries Inc.                                8,150
                                                             -----------
                                                                  26,338
                                                             -----------
                  ELECTRONIC DATA PROCESSING   4.23%
  200          Hewlett Packard Co.                                21,175
                                                             -----------
      

   The accompanying notes are an integral part of these financial statements.

 
<PAGE>



                       AIT VISION U.S. EQUITY PORTFOLIO

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


Shares                                                           Value
- --------                                                        -------
                  ENGINEERING & CONSTRUCTION   2.22%
  400          Jacobs Engineering Group Inc.                    $ 11,100
                                                             -----------
    
                  FINANCE COMPANIES     1.46%
  100          Student Loan Marketing Assn.                        7,325
                                                             -----------

                  FINANCIAL PUBLISHING/SERVICES  2.45%
  500          Equifax Inc.                                       12,250
                                                             -----------

                  FOREST PRODUCTS     3.11%
  200          Georgia Pacific Corp.                              15,550
                                                             -----------

                  HEALTH INDUSTRY SERVICES      2.37%
  100          HBO & Co.                                          11,875
                                                             -----------

                  INDUSTRIAL MACHINERY/COMPONENTS   0.77%
  100          Ingersoll Rand Co.                                  3,875
                                                             -----------

                  INDUSTRIAL SPECIALTIES    5.72%
  600          BMC Industries Inc.                                16,050 
  300          Millipore Corp.                                    12,562
                                                             -----------
                                                                  28,612
                                                             -----------

   The accompanying notes are an integral part of these financial statements.



<PAGE>

                        AIT VISION U.S. EQUITY PORTFOLIO

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


Shares                                                          Value
- --------                                                      --------
                  INVESTMENT BANKERS/BROKERS/SERVICES    1.21%
  100         Merrill Lynch & Co. Inc.                          $  6,038
                                                             -----------

                  INVESTMENT MANAGERS   2.29%
 200          Franklin Res. Inc.                                  11,450
                                                             -----------

                 MAJOR BANKS       5.92% 
 200          BankAmerica Corp.                                   15,150
 235          First Union Corp.                                   14,453
                                                             -----------
                                                                  29,603


                  MAJOR PHARMACEUTICALS        3.70%
200            Johnson & Johnson                                  18,500
                                                             -----------


                  NATURAL GAS DISTRIBUTIONS       0.93%
100           Consolidated Natural Gas Co.                         4,675
                                                             -----------

              
                 OIL REFINING/MARKETING    1.15%
  200          Valero Energy Corp.                                 5,775
                                                             -----------

                  OILFIELD SERVICES/EQUIPMENT      3.44%
  300          Halliburton Co.                                    17,213
                                                             -----------
                  OTHER SPECIALITY CHAINS     1.33%
  200          Pep Boys  Manny, Moe & Jack                         6,675
                                                             -----------

The accompanying notes are an integral part of these financial statements.



<PAGE>

                        AIT VISION U.S. EQUITY PORTFOLIO

                            SCHEDULE OF INVESTMENTS
                                 April 30, 1996
                                  (Unaudited)


Shares                                                          Value
- --------                                                      ---------
                  PACKAGED FOODS      1.60%
  200          Dole Food Inc.                                   $  8,000
                                                             -----------

                  PACKAGED GOODS/COSMETICS    3.38%
   200         Procter & Gamble Co.                               16,900
                                                             -----------

                  PAINTS/COATINGS        2.02%
   200         PPG Industries Inc.                                10,125
                                                             -----------

                  PRECIOUS METALS     2.10%
   800         Echo Bay Mines Ltd.                                10,500
                                                             -----------

                  SAVINGS & LOANS ASSOCIATIONS          2.22%
   400         Washington Mutual Inc.                             11,100
                                                             -----------

                  SPECIALTY STEELS   1.18%
   300         Allegheny Ludium Corp.                              5,925
                                                             -----------

                                                                                                                               
                TOTAL COMMON STOCKS (COST $430,482)              479,965
                                                             -----------

                TOTAL INVESTMENTS (Cost $430,482)    95.94%      479,965
                    Other Assets less Liabilities     4.06%       20,310
                                                    -------    ---------

                TOTAL NET ASSETS                    100.00%     $500,275
                                                    =======    =========

<FN>
*Non-Income producing securities.                         
</FN>

</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>




<TABLE>
<CAPTION>
                        AIT VISION U.S. EQUITY PORTFOLIO

                      STATEMENT OF ASSETS AND LIABILITIES

                                 April 30, 1996
                                  (Unaudited)


<S>                                                                <C>
ASSETS:

Investment in common stock at market value
  (identified cost--$430,482)(Note 1)............................     $479,965    
Cash.............................................................       15,257
Receivable for securities sold...................................        5,661
Dividends and interest receivable................................          235          
                                                                      --------
                   TOTAL ASSETS..................................      501,118   
                                                                      --------

LIABILITIES:

Accrued advisory fee.............................................          563
Dividends payable................................................            0
Accrued operating expenses.......................................          280    
                                                                      --------
                   TOTAL LIABILITIES.............................          843     
                                                                      --------

NET ASSETS (equivalent to $11.10 per share based on 
       45,068 shares of common stock outstanding)--(Note 4)......     $500,275    
                                                                      ========

NET ASSETS CONSIST OF:
  Paid in capital (Note 4).......................................     $458,586
  Undistributed net investment income/(loss).....................       (1,267)
  Accumulated undistributed net realized gain/(loss) from security
     transactions................................................       (6,527)
  Net unrealized appreciation/(depreciation) of investments......       49,483
                                                                      --------
NET ASSETS APRIL 30, 1996........................................     $500,275
                                                                      ========

</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>


<TABLE>
<CAPTION>
                        AIT VISION U.S. EQUITY PORTFOLIO

                            STATEMENT OF OPERATIONS

                      For the period from November 6, 1995
              (Commencement of Operations) through April 30, 1996
                                  (Unaudited)



<S>                                                                 <C>
INVESTMENT INCOME:
  Dividends......................................................       $1,028      
  Interest.......................................................            0      
                                                                      --------

     TOTAL INVESTMENT INCOME.....................................        1,028            
                                                                      --------

OPERATING EXPENSES:
  Investment advisory fee (Note 3)...............................        1,615             
  Trustees' fees.................................................          680        

     TOTAL OPERATING EXPENSES....................................        2,295                                       

     NET INVESTMENT INCOME/(LOSS)................................       (1,267)                                        

NET REALIZED AND UNREALIZED GAINS/(LOSSES) ON
  INVESTMENTS:
Net realized gain/(loss) on security transactions................       (6,527)
Net change in unrealized appreciation/(depreciation)
 on investments..................................................       49,483

NET GAIN/(LOSS) ON INVESTMENTS...................................       42,956

NET INCREASE/(DECREASE) IN NET ASSETS 
  RESULTING FROM OPERATIONS......................................      $41,689

</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>



<TABLE>
<CAPTION>
                        AIT VISION U.S. EQUITY PORTFOLIO

                       STATEMENT OF CHANGES IN NET ASSETS

                      For the period ended April 30, 1996
                                  (Unaudited)

<S>                                                                   <C>
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net investment income/(loss)...................................      $(1,267)          
  Net realized gain/(loss) from securities transactions..........       (6,527)          
  Net change in unrealized appreciation/(depreciation) of investments
   during the period.............................................       49,483         
                                                                     ---------
  NET INCREASE/(DECREASE) IN NET ASSETS FROM   
     OPERATIONS..................................................       41,689               
                                                                     ---------

DISTRIBUTION TO SHAREHOLDERS:
   Net investment income.........................................            0                
   Realized gain.................................................            0                  
                                                                     ---------
                                                                             0
                                                                     ---------
FUND SHARE TRANSACTIONS:                
  Shares sold....................................................      434,192
  Shares issued in reinvestment of dividends.....................            0
  Shares redeemed................................................         (606)
                                                                     ---------
 TOTAL CAPITAL STOCK.............................................      433,586
                                                                     ---------
NET INCREASE/(DECREASE) IN NET ASSETS............................      475,275                
                                                                     ---------  

NET ASSETS:
   Beginning of period...........................................       25,000          
                                                                     --------- 

  End of period..................................................     $500,275             
                                                                     =========

</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>

<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 April 30, 1996
                                  (Unaudited)

<S>                                                                 <C>               
  Net asset value- beginning of period...........................       $10.00
                                                                      --------
  Income from investment operations:                                                                            
  Net investment income/(loss)...................................         (.04)
  Net gain/(loss) on investments both realized and unrealized....         1.14 
                                                                      --------
  Total from investment operations...............................         1.10
                                                                      --------

  Less distributions:                                                                                
  Dividends from net investment income...........................            0
  Dividends from capital gains...................................            0     
                                                                      -------- 
  Net asset value - end of period.................................      $11.10
                                                                      ========

  Total Return**.................................................        32.47%



Ratio/supplemental data:
  Net assets, end of period (in 000's)...........................          500
  Ratio of expenses to average net assets**......................         2.07%
  Ratio of net investment income to average net assets**.........        (1.15)%  
  Portfolio turnover rate........................................        81.56%
  Average Commission rate paid...................................        .0471

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


    The accompanying notes are an integral part of these financial statements.

     

<PAGE>


                        AIT VISION U.S. EQUITY PORTFOLIO


                         Notes to Financial Statements

                                 April 30, 1996
                                  (Unaudited)

1.  ORGANIZATION                                    

     The AIT Vision U.S.  Equity Portfolio (the "Fund") was organized as a
series of the AmeriPrime Funds, an Ohio business trust (the "Trust"), on
August 8, 1995, and commenced operations on November 6, 1995.  The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified series, open end management investment company.  The Trust Agreement
permits the Trustees to issue an unlimited number of shares of beneficial
interest of separate series without par value.


2. SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements.
     Securities Valuations - 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, in conformity with guidelines adopted
by and subject to review of the Board of Trustees of the Trust.  
     
     Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
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.


<PAGE>



                        AIT VISION U.S. EQUITY PORTFOLIO

                         Notes to Financial Statements
                                 April 30, 1996
                                  (Unaudited)

Federal Income 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.

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

Other - The Fund follows industry practice and records security transactions on
the trade date.  The specific identification method is used for determining
gains or losses for financial statements and income tax purposes.  Dividend
income is recorded on the ex-dividend date and interest income is recorded on an
accrual basis.


NOTE 3. INVESTMENT ADVISORY AGREEMENT

     The Fund retains LBS Capital Management, Inc. (the "Adviser") to manage the
Fund's investments.  Dean S. Barr and Walter J. Loick are the controlling
shareholders of the Adviser.  Douglas W. Case, CFA, Director of Equity Portfolio
Mangement, and Dean S. Barr, Managing Director and Chief Investment Officer, are
primarily responsible for the day to day managment of the Fund's portfolio.

     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 non-interested persons, 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 1.47% of the average daily net
assets of the Fund.  The rate of the advisory fees paid by most investment
companies to their investment advisers is lower than the rate of the advisory
fees paid by the Fund.  In this regard, it should be noted that most investment 
companies pay thier own operating expenses directly, while the Fund's expenses,
except those specified above, are paid by the Adviser.  For the period from
November 6, 1995 through April 30, 1996, the Adviser has received a fee of
$1,615 from the Fund.


<PAGE>


                        AIT VISION U.S. EQUITY PORTFOLIO

                         Notes to Financial Statements

                                 April 30, 1996
                                  (Unaudited)


 NOTE 4.  CAPITAL SHARE TRANSACTIONS  

   As of April 30, 1996 there was an unlimited number of no par value shares of
capital stock authorized for the Fund.

     Transactions in capital stock were as follows:

<TABLE>
                                                For the period from 
                                           November 6, 1995 (Commencement of
                                           Operations) through April 30, 1996
<S>                                       <C>                      <C>
                                             Shares                   Amount
                                           ---------                ----------

Shares sold                                  42,625                  $434,192

Shares issued in reinvestment 
  of  dividends                                   0                         0

Shares redeemed                                 (57)                     (606)
                                           ---------                ----------
Net increase                                 42,568                  $433,586
                                           =========                ==========

Total paid in capital                                                 $458,586
                                                                    ==========
</TABLE>


NOTE 5.  INVESTMENTS

     For the period from November 6, 1995 (commencement of operations) through
April 30, 1996, purchases and sales of investment securities, other than short-
term investments, aggregated $680,673 and $243,664 respectively.  The gross
unrealized appreciation for all securities totaled $52,121 and the gross
unrealized  depreciation for all securities totaled $2,638 for a net unrealized
appreciation of  $49,483  The aggregate cost of securities for federal income
tax purposes at April 30, 1996 was $430,482.



<PAGE>





                                AmeriPrime Funds


PART C.           OTHER INFORMATION


Item 24.   Financial Statements and Exhibits

   
           (a)  Financial Statements for the Carl Domino Equity Income Fund,
                AIT Vision U.S. Equity Portfolio and GLOBALT Growth Fund.

           Included in Part A:

                (1)  Unaudited Financial Highlights from Commencement of
                     Operations through April 30, 1996.

           Included in Part B:  None

                (1)  Report of Independent Public Accountant.

                (2)  Statement of Assets and Liabilities as of October 26, 1995.

                (3)  Unaudited Schedule of Investments - April 30, 1996.

                (4)  Unaudited Statement of Assets and Liabilities - April
                     30, 1996.

                (5)  Unaudited Statement of Operations for the period from
                     Commencement of Operations through April 30, 1996.

                (6)  Unaudited Statement of Changes in Net Assets for the
                     period from Commencement of Operations through April 30,
                     1996.


                (7)  Unaudited Financial Highlights for the period from
                     Commencement of Operations through April 30, 1996.

                (8)  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.



                                     
<PAGE>



                    (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.

                (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
                           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 LBS
                           Capital Management, Inc., Adviser to AIT Vision U.S.
                           Equity Portfolio, which was filed as an Exhibit to
                           Registrant's Pre-Effective Amendment No. 1, is hereby
                           incorporated by reference.

                     (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
                           Contrarian Fund, which was filed as an Exhibit to
                           Registrant's Post-Effective Amendment No. 2, is
                           hereby incorporated by reference.
    



<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 Agreements
                           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.



<PAGE>


                (19) (i)   Power of Attorney for Registrant and Certificate with
                           respect thereto are filed herewith.

                     (ii)  Powers of Attorney for Trustees and Officers are
                           filed herewith.

Item 25.   Persons Controlled by or Under Common Control with the Registrant

   
          As of May 31, 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 the Management Psychology Group Pension Plan and
Profit Sharing Plan may be deemed to control the GLOBALT Growth Fund, as a
result of their respective beneficial ownership of those Funds.
    

Item 26.   Number of Holders of Securities (as of April 30, 1996)

      Title of Class                                  Number of Record Holders

   
Carl Domino Equity Income Fund                                   22
Fountainhead Value Fund                                           0
AIT Vision U.S. Equity Portfolio                                 17
Globalt Growth Fund                                              20
The MAXIM Contrarian Fund                                         0
IMS Contrarian Value Fund                                         0
    

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 action, suit or other
                  proceeding, whether civil or criminal,
                  before any court or administrative or


<PAGE>

                  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


<PAGE>



                  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
                others.  Coverage under the policy would include losses


<PAGE>


                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
                        York Road, Hatboro, PA  19040.  Shrimp
                        Culture II, Inc. raises and sells shrimp.



<PAGE>



                   (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 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.  LBS Capital Management, Inc., 311 Park Place Boulevard,
              Suite 330, Clearwater, Florida  34619 ("LBS"), adviser
              to AIT Vision U.S. Equity Portfolio, is a registered
              investment adviser.

              (1)  LBS 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 LBS during the
                   past two fiscal years.

                   (a)  John S. Vasen, a director of LBS, is the
                        president of the Pinnacle Companies, an
                        apartment rehabilitation and management
                        business located in Atlanta, Georgia.

          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.


<PAGE>


              (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.

                   (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 Contrarian 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 principle 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.


<PAGE>


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 MAXIM
                Contrarian Fund registration.
    

           (d)  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 IMS Contrarian
                Value Fund registration.


<PAGE>



                                   SIGNATURES

   
         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and 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 June, 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:_____________________
                                                    Donald S. Mendelsohn,
                                                    Attorney-in-Fact
   
                                                    June ____, 1996
    

Steve L. Cobb                                Trustee

Gary E. Hippenstiel                          Trustee

Kelli D. Shomaker                            Treasurer


<PAGE>



                                 EXHIBIT INDEX


                                                                      PAGE
   
 1.  Opinion of Brown, Cummins & Brown Co., L.P.A.  . . . . . . . . . EX-99.B10

 2.  Consent of McCurdy & Associates. . . . . . . . . . . . . . . . . EX-99.B11

 3.  Financial Data Schedules . . . . . . . . . . . . . . . . . . . . EX-27

 4.  Power of Attorney for Registrant and Certificate . . . . . . . . EX-99.POA1

 5.  Powers of Attorney for Trustees and Officers . . . . . . . . . . EX-99.POA2
    







                       BROWN, CUMMINS & BROWN CO., L.P.A.
                        ATTORNEYS AND COUNSELORS AT LAW
                                3500 CAREW TOWER
                                441 VINE STREET
J.W. BROWN*                 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
     -------
    *RETIRED                                    June 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. 3 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. Post-Effective
Amendment No. 3 does not contain any disclosure which would render it ineligible
to become effective pursuant to Rule 485(b).

         We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
3 referred to above.

                                  Very truly yours,


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

BCB:jh










                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use in this
Post-Effective Amendment Number 3 of our report dated October 26, 1995 and to
all references to our firm included in or made a part of this Post-Effective
Amendment.






McCurdy & Associates CPA's, Inc.
June 17, 1996



<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER>   1
   <NAME>   GLOBALT GROWTH FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                        1,802,723
<INVESTMENTS-AT-VALUE>                       1,914,424
<RECEIVABLES>                                    1,488
<ASSETS-OTHER>                                 104,080
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               2,019,992
<PAYABLE-FOR-SECURITIES>                         9,056
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        2,428
<TOTAL-LIABILITIES>                             11,484
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     1,884,800
<SHARES-COMMON-STOCK>                          172,735
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                         (896)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         12,903
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       111,701
<NET-ASSETS>                                 2,008,508
<DIVIDEND-INCOME>                                5,447
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,343
<NET-INVESTMENT-INCOME>                           (896)
<REALIZED-GAINS-CURRENT>                        12,903
<APPREC-INCREASE-CURRENT>                      111,701
<NET-CHANGE-FROM-OPS>                          123,708
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        172,735
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,008,508
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            5,510
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  6,343
<AVERAGE-NET-ASSETS>                         1,152,000
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   (.01)
<PER-SHARE-GAIN-APPREC>                           1.64
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.63
<EXPENSE-RATIO>                                   1.32
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER>   2
   <NAME>   CARL DOMINO EQUITY FUND
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                          793,969
<INVESTMENTS-AT-VALUE>                         845,073
<RECEIVABLES>                                   19,586
<ASSETS-OTHER>                                  88,232
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 952,891
<PAYABLE-FOR-SECURITIES>                        42,928
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        1,580
<TOTAL-LIABILITIES>                             44,508
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       844,136
<SHARES-COMMON-STOCK>                           81,932
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                        2,622
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         10,521
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        51,104
<NET-ASSETS>                                   908,383
<DIVIDEND-INCOME>                                7,289
<INTEREST-INCOME>                                  242
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   4,909
<NET-INVESTMENT-INCOME>                          2,622
<REALIZED-GAINS-CURRENT>                        10,521
<APPREC-INCREASE-CURRENT>                       51,104
<NET-CHANGE-FROM-OPS>                           64,247
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         82,572
<NUMBER-OF-SHARES-REDEEMED>                        640
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         908,383
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            4,076
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  4,909
<AVERAGE-NET-ASSETS>                           660,000
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .04
<PER-SHARE-GAIN-APPREC>                           1.05
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.09
<EXPENSE-RATIO>                                   1.79
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER>   3
   <NAME>   AIT VISION US EQUITY
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                          430,482
<INVESTMENTS-AT-VALUE>                         479,965
<RECEIVABLES>                                    5,896
<ASSETS-OTHER>                                  15,257
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 501,118
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          843
<TOTAL-LIABILITIES>                                843
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       348,586
<SHARES-COMMON-STOCK>                           45,068
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       (1,267)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (6,527)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        49,483
<NET-ASSETS>                                   500,275
<DIVIDEND-INCOME>                                1,028
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,295
<NET-INVESTMENT-INCOME>                         (1,267)
<REALIZED-GAINS-CURRENT>                        (6,527)
<APPREC-INCREASE-CURRENT>                       49,483
<NET-CHANGE-FROM-OPS>                           41,689
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         45,125
<NUMBER-OF-SHARES-REDEEMED>                         57
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         500,275
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,615
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,295
<AVERAGE-NET-ASSETS>                           328,000
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   (.04)
<PER-SHARE-GAIN-APPREC>                           1.14
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.10
<EXPENSE-RATIO>                                   2.07
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>




                               POWER OF ATTORNEY


         KNOWN ALL MEN BY THESE PRESENTS:

         WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 3 to its Registration Statement; and

         NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, its attorneys for it and in
its name, place and stead, to execute and file such Post-Effective Amendment,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as it might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the Trust has caused its name to be subscribed
hereto by the President this 8th day of May, 1996.

ATTEST:                           AmeriPrime Funds


_______________________________   By: /s/ Kenneth D. Trumpfheller
Kelli D. Shomaker, Secretary          KENNETH D. TRUMPFHELLER, President


STATE OF TEXAS                               )
                                             )        ss:
COUNTY OF TARRANT                            )




         Before me, a Notary Public, in and for said county and state,
personally appeared KENNETH D. TRUMPFHELLER, President, who represented that he
is duly authorized in the premises, and who is known to me to be the person
described in and who executed the foregoing instrument, and he duly acknowledged
to me that he executed and delivered the same for the purposes therein
expressed.

         WITNESS my hand and official seal this 8th day of May, 1996.


                                  /s/ Amy Beth Carter
                                  -------------------------------------------
                                  Notary Public





<PAGE>



                               POWER OF ATTORNEY


         KNOWN ALL MEN BY THESE PRESENTS:

         WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 3 to its Registration Statement; and

         NOW, THEREFORE, the Trust hereby constitutes and appoints JAMES R.
CUMMINS and DONALD S. MENDELSOHN, and each of them, its attorneys for it and in
its name, place and stead, to execute and file such Post-Effective Amendment,
hereby giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully to all intents and purposes as it might
or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do or cause to be done
by virtue hereof.

         IN WITNESS WHEREOF, the Trust has caused its name to be subscribed
hereto by the President this 10th day of June, 1996.

ATTEST:                           AmeriPrime Funds


 /s/ Kelli D. Shomaker            By:____________________________________
Kelli D. Shomaker, Secretary         KENNETH D. TRUMPFHELLER, President


STATE OF TEXAS                               )
                                             )        ss:
COUNTY OF BRAZOS                             )



         Before me, a Notary Public, in and for said county and state,
personally appeared KELLI D. SHOMAKER, Secretary, who represented that she is
duly authorized in the premises, and who is known to me to be the person
described in and who executed the foregoing instrument, and she duly
acknowledged to me that she executed and delivered the same for the purposes
therein expressed.

         WITNESS my hand and official seal this 10th day of June, 1996.


                                  /s/ Cynthia Flippen
                                  -------------------------------------------
                                  Notary Public






<PAGE>



                                  CERTIFICATE



         The undersigned, Secretary of AmeriPrime Funds, hereby certifies that
the following resolution was duly adopted by a majority of the Board of Trustees
at a meeting held April 24, 1996, and is in full force and effect:

         "WHEREAS, AmeriPrime Funds, a business trust organized under the
         laws of the State of Ohio (hereinafter referred to as the "Trust"),
         proposes to file with the Securities and Exchange Commission under
         the provisions of the Securities Act of 1933 and the
         Investment Company Act of 1940, as amended, Post-Effective
         Amendment No. 3 to its Registration Statement;

         NOW, THEREFORE, the Trust hereby constitutes and appoints
         JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them,
         its attorneys for it and in its name, place and stead, to
         execute and file such Post-Effective Amendment, hereby giving
         and granting to said attorneys full power and authority to do
         and perform all and every act and thing whatsoever requisite
         and necessary to be done in and about the premises as fully to
         all intents and purposes as it might or could do if personally
         present at the doing thereof, hereby ratifying and confirming all
         that said attorneys may or shall lawfully do or cause to be done
         by virtue hereof."




Dated: May 6, 1996                /s/ Kelli D. Shomaker
                                  -------------------------------------------
                                  Kelli D. Shomaker, Secretary
                                  AmeriPrime Funds








                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 3 to its Registration Statement; and

         WHEREAS, the undersigned is a Trustee and the President of the Trust;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd
day of May, 1996.


                                  /s/ Kenneth D. Trumpfheller
                                  ----------------------------------------------
                                  KENNETH D. TRUMPFHELLER, Trustee and President



STATE OF TEXAS                               )
                                             )        ss:
COUNTY OF TARRANT                            )

         Before me, a Notary Public, in and for said county and state,
personally appeared KENNETH D. TRUMPFHELLER, known to me to be the person
described in and who executed the foregoing instrument, and who acknowledged to
me that he executed and delivered the same for the purposes therein expressed.

         WITNESS my hand and official seal this 3rd day of May, 1996.


                                  /s/ Cynthia K. Mays
                                  -------------------------------------------
                                  Notary Public




<PAGE>



                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 3 to its Registration Statement; and

         WHEREAS, the undersigned is a Trustee of the Trust;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of May, 1996.


                                  /s/ Steve L. Cobb
                                  -------------------------------------------
                                  STEVE L. COBB, Trustee

STATE OF TEXAS                               )
                                             )        ss:
COUNTY OF DALLAS                             )

         Before me, a Notary Public, in and for said county and state,
personally appeared STEVE L. COBB, known to me to be the person described in and
who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         WITNESS my hand and official seal this 6th day of May, 1996.


                                  /s/ Debra Hildebrandt
                                  -------------------------------------------
                                  Notary Public




<PAGE>



                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 3 to its Registration Statement; and

         WHEREAS, the undersigned is a Trustee of the Trust;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, his attorneys for him and
in his name, place and stead, and in his office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th
day of May, 1996.


                                  /s/ Gary E. Hippenstiel
                                  -------------------------------------------
                                  GARY E. HIPPENSTIEL, Trustee


STATE OF TEXAS                               )
                                             )        ss:
COUNTY OF HARRIS                             )

         Before me, a Notary Public, in and for said county and state,
personally appeared GARY E. HIPPENSTIEL, known to me to be the person described
in and who executed the foregoing instrument, and who acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         WITNESS my hand and official seal this 6th day of May, 1996.


                                  /s/ Shannon Iles
                                  -------------------------------------------
                                  Notary Public



<PAGE>



                               POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, AmeriPrime Funds, a business trust organized under the laws of
the State of Ohio (hereinafter referred to as the "Trust"), proposes to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as amended,
Post-Effective Amendment No. 3 to its Registration Statement; and

         WHEREAS, the undersigned is Treasurer of the Trust;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES
R. CUMMINS and DONALD S. MENDELSOHN, and each of them, her attorneys for her and
in her name, place and stead, and in her office and capacity in the Trust, to
execute and file such Post-Effective Amendment, hereby giving and granting to
said attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as she might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 6th
day of May, 1996.


                                  /s/ Kelli D. Shomaker
                                  -------------------------------------------
                                  KELLI D. SHOMAKER, Treasurer


STATE OF TEXAS                               )
                                             )        ss:
COUNTY OF BRAZOS                             )

         Before me, a Notary Public, in and for said county and state,
personally appeared KELLI D. SHOMAKER, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged to me that she
executed and delivered the same for the purposes therein expressed.

         WITNESS my hand and official seal this 6th day of May, 1996.


                                  /s/ Marsh Lee Berger
                                  -------------------------------------------
                                  Notary Public





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