AMERIPRIME FUNDS
485APOS, 1998-04-14
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                                            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.    15                            /X/
    

                                                          and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT                / /
OF 1940

   
         Amendment No.   16                                           /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 Dr., Suite 200, Southlake, TX  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

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective:

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

If appropriate, check the following box:



<PAGE>



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

Title of Securities Being Registered:  Shares
         Omit  from  the  facing  sheet  reference  to  the  other  Act  if  the
Registration Statement or amendment is filed under only one of the Acts. Include
the  "Approximate  Date of Proposed  Public  Offering"  and "Title of Securities
Being   Registered"  only  where  securities  are  being  registered  under  the
Securities Act of 1933.




<PAGE>



                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

                               FOR AAM EQUITY FUND


ITEM                    SECTION IN COMBINED PROSPECTUS

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


                             SECTION IN STATEMENT OF
                          ITEM ADDITIONAL INFORMATION

 10............ Cover Page
 11.............Table of Contents
 12.............None
 13.............Additional Information About Fund Investments and Risk
                Considerations,Investment Limitations
 14.............Trustees and Officers
 15.............None
 16.............The Investment Advisor, 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>



PROSPECTUS                                                   ____________, 1998

                                 AAM EQUITY FUND

                       1018 Kanawha Blvd., East, Suite 209
                         Charleston, West Virginia 25301

               For Information, Shareholder Services and Requests:
                               (800) ____________



The investment  objective of the AAM Equity Fund (the "Fund") is to provide long
term capital appreciation.  The Fund seeks to achieve its objective by investing
primarily  in a  diversified  portfolio  of  common  stocks  that  the  Advisor,
Appalachian Asset  Management,  Inc.,  believes offer growth  opportunities at a
reasonable  price. The Advisor selects stocks on the basis of several  criteria,
including  price-earnings  ratio, rate of earnings growth,  depth of management,
past financial stability, present and projected position in its industry and the
dividend  record.  As the Fund will primarily invest in  dividend-paying  common
stocks,  it is  expected  that the Fund will  generate  some  current  income in
addition to long term capital appreciation.

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

         This Prospectus  provides the information a prospective  investor ought
to know  before  investing  and  should be  retained  for  future  reference.  A
Statement of Additional  Information  dated  _____________,  1998 has been filed
with the Securities and Exchange  Commission (the "SEC"), is incorporated herein
by  reference,  and can be  obtained  without  charge by calling the Fund at the
phone number  listed above.  The SEC  maintains a Web Site  (http://www.sec.gov)
that contains the Statement of Additional Information,  material incorporated by
reference,  and other information regarding registrants that file electronically
with the SEC.


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





<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
charge a 12b-1  fee.  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  Advisor  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...................................1.15%
         12b-1 Fees........................................NONE
         Other Expenses2...................................0.00%
         Total Fund Operating Expenses.....................1.15%

         1 The Fund's total  operating  expenses are equal to the management fee
         paid  to the  Advisor  because  the  Advisor  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 less than  .001% 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


<PAGE>



                                                         THE FUND

         The  AAM  Equity  Fund  (the  "Fund")  was  organized  as a  series  of
AmeriPrime  Funds,  an Ohio business trust (the "Trust") on April 8, 1998.  This
prospectus  offers  shares of the Fund and each share  represents  an undivided,
proportionate  interest  in the  Fund.  The  investment  advisor  to the Fund is
Appalachian Asset Management, Inc. (the "Advisor").

                                            INVESTMENT OBJECTIVE AND STRATEGIES

         The  investment  objective  of the Fund is to provide long term capital
appreciation.  The Fund seeks to achieve its objective by investing primarily in
a diversified  portfolio of common stocks that the Advisor believes offer growth
opportunities at a reasonable price. Under normal circumstances, at least 65% of
the total assets of the Fund will be invested in equity securities.  The Advisor
selects stocks on the basis of several criteria, including price-earnings ratio,
rate of earnings growth, depth of management, past financial stability,  present
and projected position in its industry and the dividend record. As the Fund will
primarily invest in dividend-paying  common stocks, it is expected that the Fund
will generate some current income in addition to long term capital appreciation.

         The  Advisor  generally  plans  to  stay  fully  invested  (subject  to
liquidity   requirements)  in  common  stocks  of  established  companies  whose
securities, in the opinion of the Advisor, enjoy a fair degree of marketability.
Most  equity  securities  in the Fund's  portfolio  will be listed on a national
exchange.  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,  it should be noted that the  Advisor  has not
previously  managed  assets  organized as a mutual fund and that the Fund has no
operating  history.  Rates of total  return  quoted by the Fund may be higher or
lower than past quotations, and there can be no assurance that any rate of total
return will be  maintained.  See  "Investment  Policies and  Techniques and Risk
Considerations"  for  a  more  detailed  discussion  of  the  Fund's  investment
practices.

                                                 HOW TO INVEST IN THE FUND

         The Fund is  "no-load"  and  shares  of the Fund are sold  directly  to
investors on a continuous  basis,  subject to a minimum  initial  investment  of
$2,500 and minimum  subsequent  investments of $50. These minimums may be waived
by the Advisor for accounts  participating in an automatic  investment  program.
Investors choosing to purchase or redeem their shares through a broker/dealer or
other institution may be charged a fee by that institution.  Investors  choosing
to purchase or redeem  shares  directly  from the Fund will not incur charges on
purchases or redemptions.  To the extent investments of individual investors are
aggregated into an omnibus account established by an investment adviser,  broker
or other intermediary, the account minimums apply to the omnibus account, not to
the account of the individual investor.


<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 Mutual  Fund,  and sent to the P.O.  Box listed  below.  If you
prefer overnight delivery, use the overnight address listed below.

U.S. Mail:                                  Overnight: 
AAM Equity Fund                             AAM Equity Fund
c/o American Data Services, Inc.            c/o American Data Services,Inc.
P.O. Box 5536                               Hauppauge Corporate Center
Hauppauge, New York  11788-0132             150 Motor Parkway
                                            Hauppauge, New York  11788

         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-___-____ 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: Mutual Fund
                  D.D.A. # __________
                  Account Name _________________ (write in shareholder name) For
                  the Account # ______________ (write in account number)

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

Additional Investments

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

Automatic Investment Plan



<PAGE>



         You  may  make  regular  investments  in the  Fund  with  an  Automatic
Investment Plan by completing the appropriate section of the account application
and attaching a voided personal check.  Investments may be made monthly to allow
dollar-cost  averaging  by  automatically  deducting  $50 or more from your bank
checking  account.  You may change the amount of your  monthly  purchase  at any
time.

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

Other Purchase Information

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

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

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

                  AAM Equity Fund
                  c/o American Data Services, Inc.
                  P.O. Box 5536
                  Hauppauge, NY  11788-0132


<PAGE>




         "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)  ___-____.  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)  ___-____.  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 advisor  concerning
the tax consequences of involuntary redemptions.  A shareholder may increase the
value of his or her shares in the Fund to the minimum  amount  within the 30 day
period.  Each share of the Fund is subject to redemption at anytime 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.



<PAGE>



                                                  SHARE PRICE CALCULATION

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

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

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

                                                DIVIDENDS AND DISTRIBUTIONS

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

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



<PAGE>



                                                           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 advisors regarding  specific  questions as to federal,  state or local taxes
and the tax effect of distributions and withdrawals from the Fund.

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

                                                   OPERATION OF THE FUND

         The Fund is a  diversified  series of  AmeriPrime  Funds,  an  open-end
management  investment  company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other  mutual  funds,   the  Fund  retains  various   organizations  to  perform
specialized  services.  The Fund retains the Advisor to manage the assets of the
Fund.  The  Advisor,  a  West  Virginia  corporation,  is a  private  investment
management company founded in 1992, and controlled by Knox H. Fuqua. The Advisor
currently  manages  over $20 million in assets,  and provides  equity,  balanced
account, and fixed income portfolios for individual,  pension and profit sharing
plans, endowments, foundations, municipalities, trusts and corporations.

     Knox Fuqua is President and Chief Investment Officer of the Advisor. He has
over twelve years of investment experience. Mr. Fuqua is a graduate of Tennessee
Technological University, and began his investment career with 1st American Bank
(Lee,  Robinson & Steine) in Nashville,  Tennessee.  Mr. Fuqua became associated
with  Appalachian  Asset  Management in 1992, when he was the founding member of
the firm. Mr. Fuqua is President and Chief Investment Officer and is responsible
for all
<PAGE>



     investment  decisions.  Mr. Fuqua has extensive money management experience
and  continues to expand his  education  through  various  continuing  education
programs.
         The Fund is  authorized  to pay the  Advisor  a fee  equal to an annual
average rate of 1.15% of its average  daily net assets.  The Advisor pays all of
the operating expenses of the Fund except brokerage,  taxes, interest,  fees and
expenses of non-interested  person trustees and extraordinary  expenses. In this
regard,  it  should  be noted  that  most  investment  companies  pay  their own
operating expenses directly,  while the Fund's expenses,  except those specified
above, are paid by the Advisor.

         The   Fund   retains   AmeriPrime   Financial   Services,   Inc.   (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment,  personnel and facilities.  The Administrator  receives a monthly fee
from the Fund equal to an annual  average  rate of 0.10% of the  Fund's  average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets  from fifty to one hundred  million  dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars  (subject to a minimum
annual  payment of $30,000).  The Fund retains  American  Data  Services,  Inc.,
Hauppauge  Corporate  Center,  150  Motor  Parkway,  Hauppauge,  NY  11788  (the
"Transfer  Agent")  to  serve as  transfer  agent,  dividend  paying  agent  and
shareholder  service agent. The Trust retains AmeriPrime  Financial  Securities,
Inc.,   1793  Kingswood   Drive,   Suite  200,   Southlake,   Texas  76092  (the
"Distributor") to act as the principal distributor of the Fund's shares. Kenneth
D.  Trumpfheller,  officer and sole  shareholder  of the  Administrator  and the
Distributor,  is an  officer  and  trustee  of the Trust.  The  services  of the
Administrator, Transfer Agent and Distributor are operating expenses paid by the
Advisor.

         Consistent with the Rules of Fair Practice of the National  Association
of  Securities  Dealers,  Inc.,  and subject to its  obligation  of seeking best
qualitative execution,  the Advisor may give consideration to sales of shares of
the  Fund as a factor  in the  selection  of  brokers  and  dealers  to  execute
portfolio  transactions.  The Advisor  (not the Fund) may pay certain  financial
institutions  (which may include banks,  brokers,  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.




<PAGE>



           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.  The
Statement of Additional Information provides more information.

         Equity  Securities.  Equity  securities  consist of common  stock,  and
common stock  equivalents  (such as  convertible  preferred  stock,  convertible
bonds, rights and warrants). Common stocks, the most familiar type, represent an
equity (ownership)  interest in a corporation.  Warrants are options to purchase
equity  securities at a specified  price 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.  Although  equity  securities have a history of
long-term  growth  in  value,  their  prices  fluctuate  based on  changes  in a
company's financial condition and on overall market and economic conditions. The
Fund  may not  invest  more  than 5% of its net  assets  in  either  convertible
preferred  stocks or  convertible  bonds.  The  Advisor  will  limit the  Fund's
investment  in  convertible  securities  to those  rated A or better by  Moody's
Investors  Service,  Inc. or Standard & Poor's  Rating Group or, if unrated,  of
comparable quality in the opinion of the Advisor.

         The Fund may invest in foreign equity securities by purchasing American
Depository  Receipts  ("ADRs").  ADRs are certificates  evidencing  ownership of
shares of a foreign-  based issuer held in trust by a bank or similar  financial
institution.  They are  alternatives  to the direct  purchase of the  underlying
securities in their national markets and currencies. To the extent that the Fund
does invest ADRs,  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 10% of its net assets in ADRs.



         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.



         Investments in equity  securities are subject to inherent  market risks
and fluctuations in value due to earnings, economic conditions and other factors
beyond the control of the Adviser.  As a result,  the return and net asset value
of the Fund will fluctuate.  Securities in the Fund's portfolio may not increase
as much as the market as a whole and some undervalued securities may continue to
be undervalued for long periods of time.  Although profits in some Fund holdings
may  be  realized  quickly,  it is  not  expected  that  most  investments  will
appreciate rapidly.



         Repurchase  Agreements.  The Fund may invest in  repurchase  agreements
fully collateralized by U.S. Government obligations. A repurchase agreement is a
short-term investment in which the purchaser (i.e., the Fund) acquires ownership
of a U.S.  Government  obligation  (which may be of any maturity) and the seller
agrees to repurchase  the  obligation  at a future time at a set price,  thereby
determining  the yield during the  purchaser's  holding period (usually not more
than seven days from the date of purchase).  Any repurchase transaction in which
the Fund engages will require full  collateralization of the seller's obligation
during the entire term of the repurchase agreement. In the


<PAGE>



event of a bankruptcy or other default of the seller,  the Fund could experience
both delays in liquidating the underlying security and losses in value. However,
the Fund intends to enter into  repurchase  agreements only with Star Bank, N.A.
(the  Fund's  Custodian),  other  banks  with  assets of $1  billion or more and
registered  securities  dealers  determined by the Advisor (subject to review by
the  Board  of  Trustees)  to  be   creditworthy.   The  Advisor   monitors  the
creditworthiness of the banks and securities dealers with which the Fund engages
in repurchase transactions.



         General.  The Fund may invest up to 5% of its net assets in each of the
following: illiquid securities, including repurchase agreements maturing in more
than seven  days;  and  securities  sold  under  Rule 144A.  The Fund may borrow
amounts up to 5% of its net assets to meet redemption requests.



                                                    GENERAL INFORMATION



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



         Portfolio  Turnover.  The Fund  does not  intend  to  purchase  or sell
securities for short term trading  purposes.  However,  if the objectives of the
Fund would be better served,  short-term  profits or losses may be realized from
time to time. It is anticipated  that the Fund will hold most  securities from 1
to 5 years at a time and that portfolio turnover will not exceed 50%.



         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,
_____________________________  purchased for investment  all of the  outstanding
shares of the Fund and 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.




<PAGE>



         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 and the Dow Jones Industrial Average.



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



Investment Advisor                      Administrator

Appalachian Asset Management, Inc.      AmeriPrime Financial Services, Inc.

1018 Kanawha Blvd., East, Suite 209     1793 Kingswood Drive, Suite 200

Charleston, WV  25301                   Southlake, Texas  76092



Custodian                               Distributor

Star Bank, N.A.                         AmeriPrime Financial Securities, Inc.

425 Walnut Street, M.L. 6118            1793 Kingswood Drive, Suite 200

Cincinnati, Ohio  45202                 Southlake, Texas  76092



Transfer Agent (all purchases and      Independent Auditors

all redemption requests)               McCurdy & Associates CPA's, Inc.

American Data Services , Inc.          27955 Clemens Road

Hauppauge Corporate Center             Westlake, Ohio  44145

150 Motor Parkway

Hauppauge, NY  11788



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


<PAGE>



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.


<PAGE>



                                                     TABLE OF CONTENTS



                                                                           Page





         SUMMARY OF FUND EXPENSES

                  Shareholder Transaction Expenses

                  Annual Fund Operating Expenses



         THE FUND



         INVESTMENT OBJECTIVE AND STRATEGIES



         HOW TO INVEST IN THE FUND

                  Initial Purchase

                  Additional Investments

                  Automatic Investment Plan

                  Tax Sheltered Retirement Plans

                  Other Purchase Information



         HOW TO REDEEM SHARES

                  By Mail

                  By Telephone

                  Additional Information



         SHARE PRICE CALCULATION



         DIVIDENDS AND DISTRIBUTIONS



         TAXES



         OPERATION OF THE FUND



         INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS


<PAGE>



                  Equity Securities

                  Repurchase Agreements

                  General



         GENERAL INFORMATION

                  Fundamental Policies

                  Portfolio Turnover

                  Shareholder Rights


<PAGE>



                                                      AAM EQUITY FUND



                                            STATEMENT OF ADDITIONAL INFORMATION







                                                    _____________, 1998



         This Statement of Additional Information is not a prospectus. It should
be read in  conjunction  with the  Prospectus of AAM Fund dated  _______________
1998. A copy of the  Prospectus can be obtained by writing the Transfer Agent at
Hauppauge  Corporate  Center,  150 Motor  Parkway,  Hauppauge,  NY 11760,  or by
calling 1-800 ___________.






























<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 ADVISOR........................................................8



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



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



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



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



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



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



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



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


<PAGE>



DESCRIPTION OF THE TRUST



         The  AAM  Equity  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 been titled to receive as a class a distribution out of the assets,  net of
the liabilities,  belonging to that series.  Expenses attributable to any series
are  borne by that  series.  Any  general  expenses  of the  Trust  not  readily
identifiable  as belonging to a particular  series are allocated by or under the
direction of the  Trustees in such manner as the  Trustees  determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.



         For information concerning the purchase and redemption of shares of the
Fund,  see "How to Invest in the Fund" and "How to Redeem  Shares" in the Fund's
Prospectus.  For a description  of the methods used to determine the share price
and value of the Fund's  assets,  see "Share  Price  Calculation"  in the Fund's
Prospectus.



ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS



         This  section  contains  a more  detailed  discussion  of  some  of the
investments  the  Fund  may make  and  some of the  techniques  it may  use,  as
described in the Prospectus  (see  "Investment  Objectives and  Strategies"  and
"Investment Policies and Techniques and Risk Considerations").



         A. American  Depository  Receipts (ADRs). The Fund may invest up to 10%
of its assets in ADRs.  ADRs are  subject to risks  similar to those  associated
with direct  investment in foreign  securities.  For example,  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.



         B.  Restricted and Illiquid  Securities.  The portfolio of the Fund may
contain illiquid  securities.  Illiquid securities  generally include securities
which  cannot be  disposed of promptly  and in the  ordinary  course of business
without taking a reduced price. Securities may be illiquid due to contractual or
legal restrictions on resale or lack of a ready market. The following securities
are  considered to be illiquid:  repurchase  agreements  and reverse  repurchase
agreements maturing in more than seven days,  nonpublicly offered securities and
restricted securities.  Restricted securities are securities the resale of which
is subject to legal or contractual  restrictions.  Restricted  securities may be
sold  only in  privately  negotiated  transactions,  in a public  offering  with
respect to which a registration  statement is in effect under the Securities Act
of 1933 or pursuant to Rule 144 or Rule 144A  promulgated  under such Act. Where
registration  is  required,  the Fund may be obligated to pay all or part of the
registration expense, and a considerable period may elapse between

                                                         - 22 -

<PAGE>



the time of the decision to sell and the time such security may be sold under an
effective  registration  statement.  If  during  such a  period  adverse  market
conditions  were to develop,  the Fund might obtain a less favorable  price than
the price it could have  obtained  when it  decided  to sell.  The Fund will not
invest more than 5% of its net assets in illiquid securities.



         With respect to Rule 144A securities,  these restricted  securities are
treated as exempt  from the 5% limit on  illiquid  securities,  provided  that a
dealer or  institutional  trading market in such  securities  exists.  Under the
supervision  of the Board of Trustees of the Fund,  the Advisor  determines  the
liquidity of restricted  securities and,  through reports from the Advisor,  the
Board will monitor trading activity in restricted  securities.  If institutional
trading in  restricted  securities  were to decline,  the  liquidity of the Fund
could be adversely affected.



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 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.



         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

                                                         - 23 -

<PAGE>



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).


         1. 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.



         2. Borrowing.  The Fund will not purchase any security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding.



         3. 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.



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



         5. Options.  The Fund will not purchase or sell puts, calls, options or
straddles.



         6. 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.









                                                         - 24 -

<PAGE>



THE INVESTMENT ADVISOR



         The Fund's investment  advisor is Appalachian  Asset  Management,  1018
Kanawha Boulevard, East, Suite 209, Charleston,  West Virginia 25301. Knox Fuqua
may be deemed to be a controlling  person of the Advisor due to his ownership of
a majority of its shares.



         Under the terms of the  management  agreement  (the  "Agreement"),  the
Advisor  manages  the Fund's  investments  subject to  approval  of the Board of
Trustees  and pays all of the  expenses  of the Fund  except  brokerage,  taxes,
interest,   fees  and  expenses  of  the  non-interested   person  trustees  and
extraordinary   expenses.  As  compensation  for  its  management  services  and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee  computed  and accrued  daily and paid monthly at an annual rate of 1.15% of
the average  daily net assets of the Fund.  The Advisor may waive all or part of
its fee, at any time,  and at its sole  discretion,  but such  action  shall not
obligate the Advisor to waive any fees in the future.



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



         The Advisor may make payments to banks or other financial  institutions
that provide  shareholder  services and  administer  shareholder  accounts.  The
Glass-Steagall   Act   prohibits   banks  from   engaging  in  the  business  of
underwriting,  selling or  distributing  securities.  Although the scope of this
prohibition  under the  Glass-Steagall  Act has not been clearly  defined by the
courts or appropriate regulatory agencies,  management of the Fund believes that
the  Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law  expressed  herein and banks and  financial  institutions  may be
required to register as dealers pursuant to state law. If a bank were prohibited
from  continuing  to perform all or a part of such  services,  management of the
Fund  believes  that  there  would  be no  material  impact  on the  Fund or its
shareholders.  Banks may charge their customers fees for offering these services
to the extent permitted by applicable  regulatory  authorities,  and the overall
return to those  shareholders  availing  themselves of the bank services will be
lower  than to those  shareholders  who do not.  The Fund may from  time to time
purchase  securities  issued by banks which provide such services;  however,  in
selecting  investments  for the  Fund,  no  preference  will be  shown  for such
securities.



TRUSTEES AND OFFICERS



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

                                                         - 25 -

<PAGE>
<TABLE>
<CAPTION>

===================================================================================================================================
         Name, Age and Address                    Position                            Principal Occupations During

                                                                                              Past 5 Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                            <C>
* Kenneth D. Trumpfheller                President and Trustee         President, Treasurer and Secretary of AmeriPrime
Age:  39                                                               Financial Services, Inc., the Fund's administrator, and
1793 Kingswood Drive                                                   AmeriPrime Financial Securities, Inc., the Fund's
Suite 200                                                              distributor.  Prior to December 1994, a senior client
Southlake, Texas  76092                                                executive with SEI Financial Services.
- -----------------------------------------------------------------------------------------------------------------------------------
Julie A. Feleo                           Secretary, Treasurer          Secretary, Treasurer and Chief Financial Officer of
                                                                       AmeriPrime Financial Services, Inc. and AmeriPrime
Age:  31                                                               Financial Securities, Inc.; Fund Reporting Analyst at
                                                                       Fidelity Investments from 1993 to 1997; Fund
1793 Kingswood Drive                                                   Accounting Analyst at Fidelity Investments in 1993.
                                                                       Prior to 1993, Accounting Manager at Windows
Suite 200                                                              Presentation Manager Association.

Southlake, Texas  76092
- -----------------------------------------------------------------------------------------------------------------------------------
Steve L. Cobb                            Trustee                       President of Chandler Engineering Company, L.L.C.,
Age:  40                                                               oil and gas services company; various positions with
2001 Indianwood Ave.                                                   Carbo Ceramics, Inc., oil field manufacturing/supply
Broken Arrow, OK  74012                                                company, from 1984 to 1997, most recently Vice
                                                                       President of Marketing.


                           -7-

<PAGE>




- -----------------------------------------------------------------------------------------------------------------------------------
Gary E. Hippenstiel                      Trustee                       Director, Vice President and Chief Investment Officer
Age:  50                                                               of Legacy Trust Company since 1992; President and
32 Sunlit Forest Drive                                                 Director of Heritage Trust Company from 1994 to
The Woodlands, Texas  77381                                            1996; Vice President and Manager of Investments of
                                                                       Kanaly
Trust Company from 1988 to 1992.
===================================================================================================================================
</TABLE>

<PAGE>

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, 1998.

        The compensation paid to the Trustees of the Trust for the period ended
October 31, 1997 is set forth in the  following  table.  Trustee  fees are Trust
expenses  and each  series of the  Trust is  responsible  for a  portion  of the
Trustee fees.

                                                   Name
                                                 Aggregate
                                               Compensation
                                                from Trust
                                            Total Compensation
                                         from Trust (the Trust is
                                          not in a Fund Complex)
Kenneth D. Trumpfheller
                                                     0
                                                     0
Steve L. Cobb
                                                  $4,000
                                                  $4,000
Gary E. Hippenstiel
                                                  $4,000
                                                  $4,000



PORTFOLIO TRANSACTIONS AND BROKERAGE



         Subject to policies  established by the Board of Trustees of the Trust,
the Advisor is responsible for the Fund's portfolio decisions and the placing of
the Fund's  portfolio  transactions.  In  placing  portfolio  transactions,  the
Advisor seeks the best qualitative  execution for the Fund,  taking into account
such factors as price (including the applicable  brokerage  commission or dealer
spread), the execution capability,  financial  responsibility and responsiveness
of the broker or dealer

                                                         - 26 -

<PAGE>



and the brokerage and research  services  provided by the broker or dealer.  The
Advisor   generally  seeks  favorable  prices  and  commission  rates  that  are
reasonable in relation to the benefits received.



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



         Research  services  include  supplemental   research,   securities  and
economic  analyses,  statistical  services and  information  with respect to the
availability  of securities or purchasers or sellers of securities  and analyses
of reports concerning  performance of accounts.  The research services and other
information  furnished  by  brokers  through  whom the Fund  effects  securities
transactions  may also be used by the Advisor in servicing  all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients  may be useful to the  Advisor in  connection  with its  services to the
Fund.  Although  research  services and other information are useful to the Fund
and the Advisor,  it is not possible to place a dollar value on the research and
other information  received.  It is the opinion of the Board of Trustees and the
Advisor that the review and study of the research and other information will not
reduce the  overall  cost to the  Advisor of  performing  its duties to the Fund
under the Agreement.



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



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



DETERMINATION OF SHARE PRICE



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

                                         P(1+T)n=ERV

                                                         - 27 -

<PAGE>




         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.



TRANSFER AGENT



         American Data Services,  Inc.,  Hauppauge  Corporate Center,  150 Motor
Parkway,  New  York  11760,  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, 1998. McCurdy & Associates performs

                                                         - 28 -

<PAGE>



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.



                                                         - 29 -

<PAGE>



                                AmeriPrime Funds

PART C.    OTHER INFORMATION

Item 24.   Financial Statements and Exhibits

          (a)      Financial Statements.

                           Included in Part A:  None.
                           Included in Part B:  None.

          (b)      Exhibits

          (1)      (i)     Copy of Registrant's Declaration of Trust, which was 
                           filed as an Exhibit to Registrant's Post-Effective 
                           Amendment No. 11, 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 Post-Effective Amendment No. 11, 
                            is hereby incorporated by reference.

                                    (iii)   Copy   of   Amendment   No.   2   to
                                            Registrant's  Declaration  of Trust,
                                            which  was  filed as an  Exhibit  to
                                            Registrant's          Post-Effective
                                            Amendment    No.    1,   is   hereby
                                            incorporated by reference.

                                    (iv)    Copy   of   Amendment   No.   3   to
                                            Registrant's  Declaration  of Trust,
                                            which  was  filed as an  Exhibit  to
                                            Registrant's          Post-Effective
                                            Amendment    No.    4,   is   hereby
                                            incorporated by reference.

                                    (v)     Copy   of   Amendment   No.   4   to
                                            Registrant's  Declaration  of Trust,
                                            which  was  filed as an  Exhibit  to
                                            Registrant's          Post-Effective
                                            Amendment    No.    4,   is   hereby
                                            incorporated by reference.

                                    (vi)    Copy   of   Amendment   No.   5  and
                                            Amendment  No.  6  to   Registrant's
                                            Declaration  of  Trust,  which  were
                                            filed as an Exhibit to  Registrant's
                                            Post-Effective  Amendment No. 8, are
                                            hereby
                                            incorporated by reference.

                                    (viii)  Copy of Amendment No. 7 to 
                                            Registrant's Declaration of Trust,
                                            which was filed as an Exhibit to 
                                            Registrant's Post-Effective
                                            Amendment No. 11, is hereby 
                                            incorporated by reference.

                                    (ix)     Copy   of   Amendment   No.   8  to
                                             Registrant's  Declaration of Trust,
                                             which  was filed as an  Exhibit  to
                                             Registrant's         Post-Effective
                                             Amendment   No.   12,   is   hereby
                                             incorporated by reference.



<PAGE>



   
                                    (x)     Copy of Amendment No. 9 to
                                            Registrant's Declaration of Trust
                                            is filed herewith.
    

                           (2)      Copy  of  Registrant's  By-Laws,  which  was
                                    filed   as  an   Exhibit   to   Registrant's
                                    Post-Effective  Amendment  No. 11, 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
                                            Post-Effective  Amendment No. 11, is
                                            hereby incorporated by reference.

                                    (ii)    Copy  of   Registrant's   Management
                                            Agreement  with  Jenswold,   King  &
                                            Associates,  Adviser to Fountainhead
                                            Special Value Fund,  which was filed
                                            as  an   Exhibit   to   Registrant's
                                            Post-Effective  Amendment  No. 8, is
                                            hereby incorporated by reference.

                                    (iii)   Copy  of   Registrant's   Management
                                            Agreement  with Advanced  Investment
                                            Technology,  Inc.,  Adviser  to  AIT
                                            Vision U.S. Equity Portfolio,  which
                                            was   filed   as   an   Exhibit   to
                                            Registrant's          Post-Effective
                                            Amendment    No.   11,   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          Post-Effective
                                            Amendment    No.   11,   is   hereby
                                            incorporated by reference.

                                    (v)     Copy  of   Registrant's   Management
                                            Agreement  with  Newport  Investment
                                            Advisors, Inc., Adviser to the MAXIM
                                            Contrarian  Fund, which was filed as
                                            an    Exhibit    to     Registrant's
                                            Post-Effective  Amendment  No. 2, is
                                            hereby incorporated by reference.

                                    (vi)    Copy  of   Registrant's   Management
                                            Agreement     with    IMS    Capital
                                            Management, Inc., Adviser to the IMS
                                            Capital Value Fund,  which was filed
                                            as  an   Exhibit   to   Registrant's
                                            Post-Effective  Amendment  No. 2, is
                                            hereby incorporated by reference.


                                    (vii)   Copy  of   Registrant's   Management
                                            Agreement     with      Commonwealth
                                            Advisors,  Inc.,  Adviser to Florida
                                            Street Bond Fund and Florida  Street
                                            Growth Fund, which was filed as an


<PAGE>



                                            Exhibit to Registrant's 
                                            Post-Effective Amendment No. 8, is
                                            hereby incorporated by reference.



                                    (viii)  Copy  of   Registrant's   Management
                                            Agreement  with  Corbin  &  Company,
                                            Adviser  to Corbin  Small-Cap  Fund,
                                            which  was  filed as an  Exhibit  to
                                            Registrant's          Post-Effective
                                            Amendment    No.    8,   is   hereby
                                            incorporated by reference.

                                    (ix)    Copy of Registrant's proposed
                                            Management Agreement with
                                            Vuong Asset Management Company, LLC,
                                            Adviser to MAI Enhanced Index Fund,
                                            MAI Growth & Income Fund, MAI
                                            Aggressive Growth Fund, 
                                            MAI High-Yield Income Fund,
                                            MAI  Capital Appreciation Fund and 
                                            MAI Global Equity Fund (the
                                            "MAI Family of Funds"), which was 
                                            filed as an Exhibit to Registrant's
                                            Post-Effective Amendment No. 12,
                                            is hereby
                                            incorporated by reference.

                                    (x)     Copy   of   Registrant's    proposed
                                            Management    Agreement   with   CWH
                                            Associates,    Inc.,    Advisor   to
                                            Worthington  Theme  Fund,  which was
                                            filed as an Exhibit to  Registrant's
                                            Post-Effective  Amendment No. 10, is
                                            hereby incorporated by reference.

   
                                    (xi)    Copy  of   Registrant's   Management
                                            Agreement     with    Burroughs    &
                                            Hutchinson,  Inc.,  Advisor  to  the
                                            Marathon   Value   Fund,   is  filed
                                            herewith.
    

                                    (xii)   Copy   of   Registrant's    proposed
                                            Management Agreement with The Jumper
                                            Group,  Inc.,  Adviser to the Jumper
                                            Strategic  Reserve  Fund,  which was
                                            filed as an Exhibit to  Registrant's
                                            Post-Effective  Amendment No. 13, is
                                            hereby incorporated by reference.

   
                                    (xiii)  Copy   of   Registrant's    proposed
                                            Management       Agreement      with
                                            Appalachian Asset Management,  Inc.,
                                            Advisor to the AAM Equity  Fund,  is
                                            filed herewith.
    

                           (6)              (i) Copy of Registrant's Amended and
                                            Restated Underwriting Agreement with
                                            AmeriPrime   Financial   Securities,
                                            Inc.,  which was filed as an Exhibit
                                            to    Registrant's    Post-Effective
                                            Amendment    No.    8,   is   hereby
                                            incorporated by reference.

                                    (ii)    Copy of Registrant's proposed
                                            Underwriting Agreement with
                                            AmeriPrime Financial Securities, 
                                            Inc. and OMNI Financial Group,


<PAGE>



                                            LLC, which was filed as an Exhibit 
                                            to Registrant's Post-Effective
                                            Amendment No. 12, is hereby
                                            incorporated by reference.

                           (7)      Bonus,  Profit  Sharing,  Pension or Similar
                                    Contracts  for the benefit of  Directors  or
                                    Officers - None.

                           (8)              (i) Copy of  Registrant's  Agreement
                                            with the Custodian, Star Bank, N.A.,
                                            which  was  filed as an  Exhibit  to
                                            Registrant's          Post-Effective
                                            Amendment    No.   11,   is   hereby
                                            incorporated by reference.

                                    (ii)    Copy of  Registrant's  Appendix B to
                                            the  Agreement  with the  Custodian,
                                            Star Bank,  N.A., which was filed as
                                            an    Exhibit    to     Registrant's
                                            Post-Effective  Amendment  No. 8, 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   Post-Effective
                                    Amendment No. 11, is hereby  incorporated by
                                    reference.

                           (10)     Opinion  and  Consent  of  Brown,  Cummins &
                                    Brown  Co.,  L.P.A.,  which  was filed as an
                                    Exhibit   to   Registrant's   Post-Effective
                                    Amendment No. 9, is hereby  incorporated  by
                                    reference.

                           (11)  Consent of  independent  public  accountants  -
                                 None.

                           (12)     Financial Statements Omitted from Item 23 - 
                                    None.

                           (13)     Copy  of  Letter  of  Initial  Stockholders,
                                    which   was   filed   as   an   Exhibit   to
                                    Registrant's  Post-Effective  Amendment  No.
                                    11, 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  (now  the  NewCap
                                            Contrarian Fund), which was filed as
                                            an    Exhibit    to     Registrant's
                                            Post-Effective  Amendment  No. 1, is
                                            hereby incorporated by reference.

                                    (ii)    Copy  of  Registrant's   Rule  12b-1
                                            Service   Agreement  for  The  MAXIM
                                            Contrarian   Fund  (now  the  NewCap
                                            Contrarian Fund), which was filed as
                                            an    Exhibit    to     Registrant's
                                            Post-Effective  Amendment  No. 1, is
                                            hereby incorporated by reference.
    

                           (16)     Schedules for Computation of Each 
                                    Performance Quotation, which was
                                    filed as an Exhibit to Registrant's
                                    Post-Effective Amendment No. 12, is
                                    hereby incorporated by reference.


<PAGE>




                           (17)     Financial Data Schedule - None.

                           (18) Rule 18f-3 Plan - None.



                           (19)             (i) Power of Attorney for Registrant
                                            and    Certificate    with   respect
                                            thereto,  which  were  filed  as  an
                                            Exhibit       to        Registrant's
                                            Post-Effective  Amendment No. 5, are
                                            hereby incorporated by reference.

                                    (ii)    Powers of Attorney  for Trustees and
                                            Officers  which  were  filed  as  an
                                            Exhibit       to        Registrant's
                                            Post-Effective  Amendment No. 5, are
                                            hereby incorporated by reference.

                                    (iii)   Power of Attorney for the  Treasurer
                                            of the Trust,  which was filed as an
                                            Exhibit       to        Registrant's
                                            Post-Effective  Amendment  No. 8, is
                                            hereby incorporated by reference.

Item 25.          Persons Controlled by or Under Common Control with the 
                  Registrant (As of March 19, 1998)

     The Carl Domino  Associates,  L.P.,  Profit  Sharing Trust may be deemed to
control the Carl Domino Equity Income Fund;  U.S.  Trust Company of Florida,  as
Trustee of the Killian Charitable  Remainder Unitrust,  may be deemed to control
the AIT Vision U.S.  Equity  Portfolio;  and Cheryl and  Kenneth  Holeski may be
deemed to control The NewCap  Contrarian  Fund, as a result of their  respective
beneficial ownership of those Funds.
Item 26.          Number of Holders of Securities (as of March 19, 1998)
- --------          ------------------------------------------------------

      Title of Class                         Number of Record Holders

Carl Domino Equity Income Fund                       127
Fountainhead Special Value Fund                      105
AIT Vision U.S. Equity Portfolio                      32
GLOBALT Growth Fund                                  118
NewCap Contrarian Fund                                54
IMS Capital Value Fund                               464
Florida Street Bond Fund                               7
Florida Street Growth Fund                             7
Corbin Small-Cap Value Fund                           89
MAI Enhanced Equity Benchmark Fund                     0
MAI Enhanced Growth and Income Fund                    0
MAI Enhanced Aggressive Growth Fund                    0
MAI Enhanced Income Fund                               0
MAI Enhanced Capital Appreciation Fund                 0


<PAGE>



   
MAI Enhanced Global Fund                                0
Worthington Theme Fund                                  0
Marathon Value Fund                                     7
Jumper Strategic Reserve Fund                           0
AAM Equity 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
                                    legislative  body,  in  which  such  Covered
                                    Person may be or may have been involved as a
                                    party or otherwise or with which such person
                                    may be or may have been threatened, while in
                                    office or thereafter,  by reason of being or
                                    having  been  such  a  Trustee  or  officer,
                                    director  or  trustee,  and  except  that no
                                    Covered Person shall be indemnified  against
                                    any   liability   to   the   Trust   or  its
                                    Shareholders  to which such  Covered  Person
                                    would  otherwise  be  subject  by  reason of
                                    willful   misfeasance,   bad  faith,   gross
                                    negligence  or  reckless  disregard  of  the
                                    duties  involved  in  the  conduct  of  such
                                    Covered Person's office.

                                            Section 6.5  Advances  of  Expenses.
                                    The Trust shall advance  attorneys'  fees or
                                    other expenses  incurred by a Covered Person
                                    in defending a proceeding to the full extent
                                    permitted by the  Securities Act of 1933, as
                                    amended, the 1940 Act, and Ohio Revised Code
                                    Chapter 1707,  as amended.  In the event any
                                    of these  laws  conflict  with Ohio  Revised
                                    Code Section 1701.13(E),  as amended,  these
                                    laws,  and not  Ohio  Revised  Code  Section
                                    1701.13(E), shall govern.

     Section   6.6   Indemnification   Not   Exclusive,   etc.   The   right  of
indemnification  provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be
 <PAGE>


                                    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 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.



<PAGE>



                           (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.

                                    (c)     Lawrence  Katz, a partner in CDA, is
                                            an  orthopedic  surgeon  in  private
                                            practice.

                                    (d)     Saltzman Partners, a partner in CDA,
                                            is  a   limited   partnership   that
                                            invests in companies and businesses.

                                    (e)     Cango Inversiones,  SA, a partner in
                                            CDA,  is a foreign  business  entity
                                            that invests in U.S.  companies  and
                                            businesses.

                  B.       Jenswold,  King &  Associates,  Inc.,  1980  Post Oak
                           Boulevard,  Suite  2400,  Houston,  Texas  77056-3898
                           ("JKA"),  adviser to the  Fountainhead  Special Value
                           Fund, is a registered investment adviser.

                           (1) JKA has engaged in no other  business  during the
past two fiscal years.

                           (2)      The   following   list  sets   forth   other
                                    substantial   business   activities  of  the
                                    directors  and  officers  of JKA  during the
                                    past two years.

                                    (a)     John Servis, a director of JKA, is a
                                            licensed real estate broker.

                  C.       Advanced Investment Technology,  Inc., 311 Park Place
                           Boulevard,  Suite  250,  Clearwater,   Florida  34619
                           ("AIT"), adviser to AIT Vision U.S. Equity Portfolio,
                           is a registered investment adviser.

                           (1) AIT has engaged in no other  business  during the
past two fiscal years.

                           (2)      The   following   list  sets   forth   other
                                    substantial   business   activities  of  the
                                    directors  and  officers  of AIT  during the
                                    past two fiscal years.

                                    (a)     Dean S. Barr,  director  and the CEO
                                            of AIT, was the managing director of
                                            LBS Capital  Management,  Inc.,  311
                                            Park   Place   Blvd.,    Clearwater,
                                            Florida from 1989-1996.


<PAGE>




                                    (b)     Nicholas Lopardo, a director of AIT,
                                            is the CEO of  State  Street  Global
                                            Advisors, Boston, Massachussetts.

                                    (c)     Bryan  Stypul,  CFO &  Treasurer  of
                                            AIT, was the  comptroller  for Terra
                                            Comm   Communications,   Clearwater,
                                            Florida in 1996,  and prior to that,
                                            the CEO of Beacon Advisors, Treasure
                                            Island,
                                            Florida.

                                    (d)     Raymond L.  Killian,  a director  of
                                            AIT, is the Chairman of the Board of
                                            Investment  Technology Group,  Inc.,
                                            900 3rd Avenue, New York, New York.

                                    (e)     Marc Simmons,  a director of AIT, is
                                            a principal of State  Street  Global
                                            Advisors.

                                    (f)     Alan  Brown,  a director  of AIT, is
                                            the  CIO  of  State  Street   Global
                                            Advisors.

                                    (g)     John Snow, a director of AIT, is the
                                            managing  director  of State  Street
                                            Global  Advisors.  Prior to 1997, he
                                            was   the   president   of   NatWest
                                            Investment     Advisers,      Boston
                                            Massachussetts.

                  D.       GLOBALT,   Inc.,  3060  Peachtree  Road,   N.W.,  One
                           Buckhead  Plaza,  Suite 225,  Atlanta,  Georgia 30305
                           ("GLOBALT"),  adviser to GLOBALT  Growth  Fund,  is a
                           registered investment adviser.

                           (1)      GLOBALT  has  engaged  in no other  business
                                    during the past two fiscal years.

                           (2)      The   following   list  sets   forth   other
                                    substantial   business   activities  of  the
                                    officers and directors of GLOBALT during the
                                    past two years.

                                    (a)     Gregory S.  Paulette,  an officer of
                                            GLOBALT, is the president of GLOBALT
                                            Capital  Management,  a division  of
                                            GLOBALT.

                  E.       Newport  Investment  Advisors,  Inc.,  20600  Chagrin
                           Boulevard,  Suite 1020,  Shaker  Heights,  Ohio 44122
                           ("Newport"), adviser to The MAXIM Contrarian Fund, is
                           a registered investment adviser.

                           (1)      Newport  has  engaged  in no other  business
                                    during the past two fiscal years.

                           (2)      The   following   list  sets   forth   other
                                    substantial   business   activities  of  the
                                    officers and directors of Newport during the
                                    past two years.



<PAGE>



                                    (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  Capital   Value  Fund,   is  a
                           registered investment adviser.

                           (1) IMS has engaged in no other  business  during the
past two fiscal years.

                           (2)      The   following   list  sets   forth   other
                                    substantial   business   activities  of  the
                                    directors  and  officers  of IMS  during the
                                    past two years - None.

                  G.       CommonWealth  Advisors,  Inc., 929 Government Street,
                           Baton  Rouge,   Louisiana  70802,   ("CommonWealth"),
                           Adviser  to the  Florida  Street  Bond  Fund  and the
                           Florida   Street   Growth   Fund,   is  a  registered
                           investment adviser.

                           (1)      CommonWealth   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   CommonWealth
                                    during the past two years.

     (a) Walter A. Morales,  President/Chief  Investment Officer of CommonWealth
was the Director of an insurance/broadcasting corporation, Guaranty Corporation,
929 Government Street, Baton Rouge, Louisiana 70802 from August 1994 to February
1996. From September 1994 through the present, a registered  representative of a
Broker/Dealer company,  Securities Service Network, 2225 Peters Road, Knoxville,
Tennessee 37923. Beginning August 1995 through the present, an instructor at the
University of Southwestern Louisiana in Lafayette, Louisiana.
             
                  H.       Corbin & Company,  1320 S.  University  Drive,  Suite
                           406, Fort Worth, Texas 76107, ("Corbin"),  Adviser to
                           the Corbin  Small-Cap  Value  Fund,  is a  registered
                           investment adviser.

                           (1) Corbin 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
                                    directors  and officers of Corbin during the
                                    past two years - None.

     I. Vuong Asset Management  Company,  LLC, 6575 West Loop South,  Suite 110,
Houston,  Texas  77401,  ("VAMCO"),  Adviser  to the MAI  Family of Funds,  is a
registered investment adviser.
         (1) VAMCO has engaged in no other  business  during the past two fiscal
years.

         (2)      The following list sets forth substantial  business activities
                  of the  directors  and  officers of VAMCO  during the past two
                  years.

     (a) Qui Tu Vuong,  the Chief  Investment  Officer and head of Equity  Asset
Management  of VAMCO,  is the Chief  Executive  Officer  of Vuong & Co.,  LLC, a
holding company at 6575 West Loop South #110,  Bellaire,  Texas 77401; and Sales
Manager/Equities  Regulation  Representative  of Omni  Financial  Group,  LLC, a
securities  brokerage  company at 6575 West Loop  South  #110,  Bellaire,  Texas
77401; and President of Oishiicorp,  Inc., an investment advising corporation at
6575 West Loop South #110,  Bellaire,  Texas 77401; and Managing General Partner
of Sigma Delta Capital  Appreciation  Funds,  LP, an investment  company at 6575
West Loop South #110,  Bellaire,  Texas 77401;  and President of Premier Capital
Management and Consulting  Group,  Inc., a financial  consulting  corporation at
6575 West Loop South #170, Bellaire,  Texas 77401; and from August, 1992 through
February, 1996, he was a registered  representative of Securities America, Inc.,
a securities brokerage corporation at 6575 West Loop South #170, Bellaire, Texas
77401.
                  (b)      Quyen  Ngoc  Vuong,  President,  Chairman  and  Chief
                           Financial Officer of VAMCO, is the Manager of Vuong &
                           Company,  LLC, and Manager of Omni  Financial  Group,
                           LLC.

                  (c)      Canh Viet Le,  Manager  of VAMCO,  is the  Manager of
                           Vuong and Company,  LLC, and was Co-Founder and Chief
                           Financial   Officer  of  Tribe   Computer   Works,  a
                           manufacturing  network in  Alameda,  California  from
                           April, 1990 through January, 1996.

         J.       CWH Associates,  Inc., 200 Park Avenue,  Suite 3900, New York,
                  New York  10166,  ("CWH"),  Advisor to the  Worthington  Theme
                  Fund, is a registered investment Advisor.

                  (1) CWH 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
                           CWH during the past two years.



<PAGE>



                           Andrew M. Abrams, the Chief Operating Officer of CWH,
                           is a General Partner of Abrams  Investment  Partners,
                           L.P., an investment  limited  partnership at 200 Park
                           Avenue, Suite 3900, New York, New York 10166.

         K.       Burroughs & Hutchinson,  Inc.,  702 West Idaho  Street,  Suite
                  810, Boise, Idaho ("B&H"),  advisor to Marathon Value Fund, is
                  a registered investment adviser.

                  (1) B&H 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
                           B&H during the past two years.

                           Mark R. Matsko,  Vice  President and Director of B&H,
                           was  a  broker   with   D.A.   Davidson   &  Co.,   a
                           broker/dealer in Boise, Idaho, from 1994 to 1996.

     L.  The  Jumper  Group,  Inc.,  1 Union  Square,  Suite  505,  Chattanooga,
Tennessee 37402, ("Jumper"),  Advisor to the Jumper Strategic Reserve Fund, is a
registered investment advisor.
                  (1) Jumper has  engaged in no other  business  during the past
two fiscal years.

                  (2)      The  following  list  set  forth  other   substantial
                           business  activities of the directors and officers of
                           Jumper during the past two years - None.

   
         M.       Appalachian Asset Management,  Inc., 1018 Kanawha Blvd., East,
                  Suite 209, Charleston, WV 25301 ("AAM"), advisor to AAM Equity
                  Fund, is a registered investment advisor.

                  (1) AAM 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
                           AAM during the past two years - None.
    

Item 29.          Principal Underwriters

                  A.       AmeriPrime   Financial   Securities,   Inc.,  is  the
                           Registrant's   principal   underwriter.   Kenneth  D.
                           Trumpfheller,   1793  Kingswood  Drive,   Suite  200,
                           Southlake,  Texas 76092, is the President,  Secretary
                           and  Treasurer of the  underwriter  and the President
                           and a Trustee of the Registrant.

                  B.       Omni   Financial   Group,   LLC   ("OMNI")   acts  as
                           co-distributor,   along  with  AmeriPrime   Financial
                           Securities,  Inc., of the MAI Family of Funds. Qui T.
                           Vuong,  Quyen N.  Vuong  and Diep N.  Vuong,  each of
                           whose  principal  business  address is 6575 West Loop
                           South,  Suite 125,  Bellaire,  Texas  77401,  are the
                           managers  of  OMNI,  and  they  hold  no  offices  or
                           position with the Registrant.

Item 30.          Location of Accounts and Records


<PAGE>




                  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., Hauppauge Corporate Center, 150 Motor Parkway,
                  Hauppauge, New York 11760.

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  applicable 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 MAI Family of
                           Funds 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  Worthington
                           Theme Fund registration.

                  (e)      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 Marathon Value
                           Fund registration.

                  (f)      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  Jumper
                           Strategic Reserve Fund.

   
                  (g)      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 AAM  Equity
                           Fund.
    


<PAGE>



                                   SIGNATURES


   
         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Cincinnati,  State of Ohio, on the 9th day of April,
1998.
    


                                             AmeriPrime Funds


                                             By:
                                                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,
Julie A. Feleo, Treasurer                         Attorney-in-Fact

   
Steve L. Cobb, Trustee                                  April 9, 1998
    

Gary E. Hippenstiel, Trustee





<PAGE>


                                  EXHIBIT INDEX

                                                                         EXHIBIT

1.       Amendment No. 9 to Declaration of Trust........................EX-99.B1

2.       Management Agreement with Burroughs & Hutchinson.............EX-99.B5.1

3.       Proposed Management Agreement with Appalachian Asset 
          Management..................................................EX-99.B5.2































<PAGE>


     

                                                       EXHIBIT INDEX



                                                                     EXHIBIT



1.       Amendment No. 9 to Declaration of Trust......................EX-99.B1



2.       Management Agreement with Burroughs & Hutchinson............EX-99.B5.1



3.       Proposed Management Agreement with Appalachian Asset
         Management..................................................EX-99.B5.2



                                                         - 43 -





                                             AmeriPrime Funds Amendment No. 9



                                            Agreement and Declaration of Trust





         1. Pursuant to Section 4.1 of the Agreement and Declaration of Trust of
AmeriPrime  Funds  and  effective  upon  the  execution  of this  document,  the
undersigned, being a majority of the trustees of AmeriPrime Funds, hereby



     a.  establish  two new  series of shares  of the Trust and  designate  such
series the "Jumper Strategic Reserve Fund" and the "AAM Fund" (the "Series");


     b.  establish  two new classes of shares of the Carl Domino  Equity  Income
Fund (the "Fund") and designate such classes "Class A" and "Investor Class;" and


     c. redesignate and reclassify the issued and outstanding shares of the Carl
Domino Equity Income Fund as Investor Class shares.



     2. The relative rights and preferences of each series shall be those rights
and  preferences  set forth in Section 4.2 of the Agreement and  Declaration  of
Trust of AmeriPrime Funds.


         3.  This  document  shall  have  the  status  of an  Amendment  to said
Agreement  and  Declaration  of  Trust,  and  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.






                      /s/_________________________________

                                              Steve L. Cobb



                      /s/_________________________________

                                              Gary E. Hippenstiel



                      /s/_________________________________

                                              Kenneth D. Trumpfheller





Date:  April 7, 1998

                                                         - 44 -


                                                   MANAGEMENT AGREEMENT

TO:      Burroughs & Hutchinson, Inc.
         702 W. Idaho Street
         Suite 810
         Boise, ID  83702

Dear Sirs:

         AmeriPrime  Funds (the "Trust")  herewith  confirms our agreement  with
you.

         The Trust has been organized to engage in the business of an investment
company.  The Trust currently offers several series of shares to investors,  one
of which is the Marathon Value Fund (the "Fund").

         You have been  selected  to act as the sole  investment  adviser of the
Fund and to provide certain other services,  as more fully set forth below,  and
you are willing to act as such  investment  adviser and to perform such services
under the terms and conditions  hereinafter  set forth.  Accordingly,  the Trust
agrees  with you as follows  effective  upon the date of the  execution  of this
Agreement.

         1.       ADVISORY SERVICES

                  You will  regularly  provide  the Fund  with  such  investment
advice as you in your  discretion  deem  advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies.  You will  determine the  securities to be purchased for the Fund,
the  portfolio  securities to be held or sold by the Fund and the portion of the
Fund's assets to be held  uninvested,  subject  always to the Fund's  investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect,  and subject  further to such policies and  instructions  as the
Board may from time to time  establish.  You will advise and assist the officers
of the Trust in taking such steps as are necessary or  appropriate  to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.

         2.       ALLOCATION OF CHARGES AND EXPENSES

                  You will pay all operating expenses of the Fund, including the
compensation  and expenses of any employees of the Fund and of any other persons
rendering  any services to the Fund;  clerical  and  shareholder  service  staff
salaries;  office space and other office expenses; fees and expenses incurred by
the Fund in connection  with  membership in  investment  company  organizations;
legal,  auditing and accounting  expenses;  expenses of registering shares under
federal and state securities laws,  excluding  expenses  incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing  agent,   shareholder  service  agent,  plan  agent,   administrator,
accounting  and pricing  services agent and  underwriter of the Fund;  expenses,
including clerical expenses,  of issue, sale, redemption or repurchase of shares
of the Fund;  the cost of  preparing  and  distributing  reports  and notices to
shareholders,  the cost of printing or preparing  prospectuses and statements of
additional  information  for  delivery  to the Fund's  current  and  prospective
shareholders;  the cost of printing or preparing stock certificates or any other
documents,  statements  or reports to  shareholders;  expenses of  shareholders'
meetings and proxy  solicitations;  advertising,  promotion  and other  expenses
incurred  directly or indirectly in connection  with the sale or distribution of
the Fund's shares; and all other


<PAGE>



operating expenses not specifically assumed by the Fund.

                  The Fund  will pay  brokerage  fees  and  commissions,  taxes,
interest,  fees and  expenses of the  non-interested  person  trustees  and such
extraordinary or non-recurring expenses as may arise,  including  organizational
expenses, and litigation to which the Fund may be a party and indemnification of
the  Trust's  trustees  and  officers  with  respect  thereto.  You  may  obtain
reimbursement  from the Fund, at such time or times as you may determine in your
sole  discretion,  for any of the  expenses  advanced by you,  which the Fund is
obligated to pay, and such  reimbursement  shall not be considered to be part of
your compensation pursuant to this Agreement.

                  [Notwithstanding  anything  herein to the  contrary,  the Fund
will  only  be  liable  for  organizational   expenses  when  the  Fund  reaches
$10,000,000 in assets or if the Fund is in existence  through  October 31, 1998,
and until such  time,  you are  liable  for such  expenses.  You will cause such
expenses to be advanced on behalf of the Fund and may obtain  reimbursement from
the Fund after the Fund becomes liable.]

         3.       COMPENSATION OF THE ADVISER

                  For all of the services to be rendered and payments to be made
as provided in this  Agreement,  as of the last business day of each month,  the
Fund will pay you a fee at the annual rate of 1.48% of the average  value of its
daily net assets.

                  The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable  provisions of the Declaration of Trust of
the Trust or a  resolution  of the Board,  if  required.  If,  pursuant  to such
provisions,  the  determination  of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph,  the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business  day, or as of such other time
as the value of the Fund's net assets may lawfully be  determined,  on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation  payable at the end of such month
shall be  computed  on the basis of the  value of the net  assets of the Fund as
last determined (whether during or prior to such month).

         4.       EXECUTION OF PURCHASE AND SALE ORDERS

                  In connection with purchases or sales of portfolio  securities
for the  account of the Fund,  it is  understood  that you will  arrange for the
placing of all orders for the purchase and sale of portfolio  securities for the
account  with  brokers or  dealers  selected  by you,  subject to review of this
selection  by the  Board  from  time to time.  You will be  responsible  for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed  at all  times to seek for the  Fund  the best  qualitative  execution,
taking into account such factors as price  (including the  applicable  brokerage
commission or dealer spread), the execution capability, financial responsibility
and  responsiveness  of the  broker or dealer  and the  brokerage  and  research
services provided by the broker or dealer.

                  You should  generally  seek  favorable  prices and  commission
rates that are reasonable in relation to the benefits received.  In seeking best
qualitative execution,  you are authorized to select brokers or dealers who also
provide  brokerage and research  services (as those terms are defined in Section
28(e) of the  Securities  Exchange  Act of 1934) to the Fund  and/or  the  other
accounts over which you exercise  investment  discretion.  You are authorized to
pay a broker or dealer who provides


<PAGE>



such brokerage and research services a commission for executing a Fund portfolio
transaction  which is in excess of the amount of  commission  another  broker or
dealer would have charged for  effecting  that  transaction  if you determine in
good faith that the amount of the  commission  is  reasonable in relation to the
value of the brokerage and research services provided by the executing broker or
dealer.  The  determination  may be  viewed  in  terms of  either  a  particular
transaction  or your  overall  responsibilities  with respect to the Fund and to
accounts  over  which  you  exercise  investment  discretion.  The  Fund and you
understand and acknowledge  that,  although the information may be useful to the
Fund and you, it is not  possible to place a dollar  value on such  information.
The  Board  shall  periodically  review  the  commissions  paid  by the  Fund to
determine  if the  commissions  paid over  representative  periods  of time were
reasonable in relation to the benefits to the Fund.

                  Consistent  with the Rules of Fair  Practice  of the  National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above,  you may give  consideration to sales of shares of
the Fund as a factor in the  selection  of brokers and  dealers to execute  Fund
portfolio transactions.

                  Subject to the  provisions  of the  Investment  Company Act of
1940, as amended,  and other  applicable law, you, any of your affiliates or any
affiliates  of your  affiliates  may  retain  compensation  in  connection  with
effecting the Fund's portfolio  transactions,  including  transactions  effected
through  others.  If any  occasion  should arise in which you give any advice to
clients  of yours  concerning  the  shares of the Fund,  you will act  solely as
investment  counsel  for such  client  and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this  Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others, including other registered investment companies.

         5.       LIMITATION OF LIABILITY OF ADVISER

                  You may rely on information  reasonably  believed by you to be
accurate and  reliable.  Except as may  otherwise be required by the  Investment
Company Act of 1940 or the rules thereunder,  neither you nor your shareholders,
officers,  directors,  employees,  agents,  control persons or affiliates of any
thereof  shall be subject to any  liability  for,  or any  damages,  expenses or
losses incurred by the Trust in connection with, any error of judgment,  mistake
of law,  any act or  omission  connected  with or  arising  out of any  services
rendered under, or payments made pursuant to, this Agreement or any other matter
to which this Agreement relates,  except by reason of willful  misfeasance,  bad
faith or gross  negligence on the part of any such persons in the performance of
your duties under this Agreement,  or by reason of reckless  disregard by any of
such persons of your obligations and duties under this Agreement.

                  Any person,  even though also a director,  officer,  employee,
shareholder or agent of you, who may be or become an officer, director, trustee,
employee or agent of the Trust, shall be deemed,  when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection  with your duties  hereunder),  to be rendering  such  services to or
acting  solely  for  the  Trust  and  not  as  a  director,  officer,  employee,
shareholder or agent of you, or one under your control or direction, even though
paid by you.

         6.       DURATION AND TERMINATION OF THIS AGREEMENT

                  This Agreement shall take effect on the date of its execution,
and shall  remain  in force  for a period of two (2) years  from the date of its
execution,  and from year to year thereafter,  subject to annual approval by (i)
the Board or (ii) a vote of a majority (as defined in the Investment Company


<PAGE>



Act of 1940) of the outstanding voting securities of the Fund,  provided that in
either event  continuance is also approved by a majority of the trustees who are
not "interested  persons," as defined in the Investment  Company Act of 1940, of
you or the Trust,  by a vote cast in person at a meeting  called for the purpose
of voting such approval.

                  If the  shareholders of the Fund fail to approve the Agreement
in the manner set forth above,  upon request of the Board,  you will continue to
serve  or act in such  capacity  for the  Fund for the  period  of time  pending
required  approval of the Agreement,  of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your  services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs  incurred in  furnishing  such services
and  payments or the amount you would have  received  under this  Agreement  for
furnishing such services and payments.

                  This  Agreement  may,  on  sixty  days  written   notice,   be
terminated  with  respect to the Fund,  at any time  without  the payment of any
penalty,  by the  Board,  by a vote  of a  majority  of the  outstanding  voting
securities of the Fund, or by you. This Agreement shall automatically  terminate
in the event of its assignment.

         7.       USE OF NAME

                  The  Trust  and you  acknowledge  that all  rights to the name
"Marathon" belongs to you, and that the Trust is being granted a limited license
to use such word in its Fund name or in any class  name.  In the event you cease
to be the  adviser  to the  Fund,  the  Trust's  right  to the  use of the  name
"Marathon"  shall  automatically  cease  on  the  ninetieth  day  following  the
termination  of this  Agreement.  The right to the name may also be withdrawn by
you during the term of this  Agreement  upon ninety (90) days' written notice by
you to the Trust.  Nothing  contained  herein  shall  impair or  diminish in any
respect,  your right to use the name "Marathon" in the name of, or in connection
with,  any  other  business  enterprises  with  which  you  are  or  may  become
associated. There is no charge to the Trust for the right to use this name.

         8.       AMENDMENT OF THIS AGREEMENT

                  No  provision  of  this  Agreement  may  be  changed,  waived,
discharged or terminated  orally,  and no amendment of this  Agreement  shall be
effective until approved by the Board,  including a majority of the trustees who
are not interested  persons of you or of the Trust,  cast in person at a meeting
called  for the  purpose  of voting on such  approval,  and (if  required  under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the  outstanding  voting  securities of the
series to which the amendment relates.

         9.       LIMITATION OF LIABILITY TO TRUST PROPERTY

                  The term  "AmeriPrime  Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently  thereto  have been,  or  subsequently  hereto be,  amended.  It is
expressly  agreed  that the  obligations  of the  Trust  hereunder  shall not be
binding upon any of the trustees,  shareholders,  nominees,  officers, agents or
employees  of the Trust  personally,  but bind only the  trust  property  of the
Trust, as provided in the  Declaration of Trust of the Trust.  The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by  officers of the Trust,  acting as such,  and neither
such  authorization  by such trustees and  shareholders  nor such  execution and
delivery  by such  officers  shall be  deemed  to have  been made by any of them
individually or to impose any liability on any of


<PAGE>



them personally, but shall bind only the trust property of the Trust as provided
in its Declaration of Trust. A copy of the Agreement and Declaration of Trust of
the Trust is on file with the Secretary of the State of Ohio.

         10.      SEVERABILITY

                  In the event any provision of this  Agreement is determined to
be void or unenforceable,  such determination  shall not affect the remainder of
this Agreement, which shall continue to be in force.

         11.      QUESTIONS OF INTERPRETATION

                  (a) This Agreement  shall be governed by the laws of the State
of Ohio.

                  (b) Any question of interpretation of any term or provision of
this  Agreement  having a  counterpart  in or  otherwise  derived from a term or
provision of the Investment Company Act of 1940, as amended (the "Act") shall be
resolved by reference to such term or provision of the Act and to interpretation
thereof,  if  any,  by  the  United  States  courts  or in  the  absence  of any
controlling  decision of any such court, by rules,  regulations or orders of the
Securities  and Exchange  Commission  issued  pursuant to said Act. In addition,
where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the Securities and Exchange
Commission,  such provision  shall be deemed to  incorporate  the effect of such
rule, regulation or order.

         12.      NOTICES

                  Any  notices  under  this  Agreement   shall  be  in  writing,
addressed  and  delivered  or mailed  postage  paid to the  other  party at such
address as such other party may designate for the receipt of such notice.  Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive,  Suite 200,  Southlake,  Texas 76092, and your address for
this purpose shall be 702 W. Idaho Street, Suite 810, Boise, ID 83702.

         13.      COUNTERPARTS

                  This  Agreement  may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

         14.      BINDING EFFECT

                  Each of the undersigned expressly warrants and represents that
he has the full  power and  authority  to sign this  Agreement  on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.

         15.      CAPTIONS

                  The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the  provisions  hereof or
otherwise affect their construction or effect.

                  If you are in agreement  with the  foregoing,  please sign the
form of acceptance  on the  accompanying  counterpart  of this letter and return
such  counterpart  to the Trust,  whereupon  this letter  shall become a binding
contract upon the date thereof.


<PAGE>




                                                              Yours very truly,



Attest:

/s/___________________                      /s/_________________________________

Julie A. Feleo, Treasurer                        Kenneth Trumpfheller, President

Date:  March 9, 1998

Attest:

/s/___________________                      /s/_________________________________

Barbara J. Hutchinson, Secretary                 Mark Matsko, Vice President


Date:  March 12, 1998

                                                         - 44 -







                                                   MANAGEMENT AGREEMENT



TO:      Appalachian Asset Management, Inc.

         1018 Kanawha Blvd., East, Suite 209

         Charleston, WV  25301





Dear Sirs:



         AmeriPrime  Funds (the "Trust")  herewith  confirms our agreement  with
you.



         The Trust has been organized to engage in the business of an investment
company.  The Trust currently offers several series of shares to investors,  one
of which is the AAM Equity Fund (the "Fund").



         You have been  selected  to act as the sole  investment  adviser of the
Fund and to provide certain other services,  as more fully set forth below,  and
you are willing to act as such  investment  adviser and to perform such services
under the terms and conditions  hereinafter  set forth.  Accordingly,  the Trust
agrees  with you as follows  effective  upon the date of the  execution  of this
Agreement.



         1.       ADVISORY SERVICES



                  You will  regularly  provide  the Fund  with  such  investment
advice as you in your  discretion  deem  advisable and will furnish a continuous
investment program for the Fund consistent with the Fund's investment objectives
and policies.  You will  determine the  securities to be purchased for the Fund,
the  portfolio  securities to be held or sold by the Fund and the portion of the
Fund's assets to be held  uninvested,  subject  always to the Fund's  investment
objectives, policies and restrictions, as each of the same shall be from time to
time in effect,  and subject  further to such policies and  instructions  as the
Board may from time to time  establish.  You will advise and assist the officers
of the Trust in taking such steps as are necessary or  appropriate  to carry out
the decisions of the Board and the appropriate committees of the Board regarding
the conduct of the business of the Fund.



         2.       ALLOCATION OF CHARGES AND EXPENSES



                  You will pay all operating expenses of the Fund, including the
compensation  and expenses of any employees of the Fund and of any other persons
rendering  any services to the Fund;  clerical  and  shareholder  service  staff
salaries;  office space and other office expenses; fees and expenses incurred by
the Fund in connection  with  membership in  investment  company  organizations;
legal,  auditing and accounting  expenses;  expenses of registering shares under
federal and state securities laws,  excluding  expenses  incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and

expenses  of  the  custodian,   transfer  agent,   dividend   disbursing  agent,
shareholder  service agent,  plan agent,  administrator,  accounting and pricing
services  agent  and  underwriter  of the  Fund;  expenses,  including  clerical
expenses, of issue, sale, redemption or repurchase of shares of the





                                                         - 45 -

<PAGE>



Fund;   the  cost  of  preparing  and   distributing   reports  and  notices  to
shareholders,  the cost of printing or preparing  prospectuses and statements of
additional  information  for  delivery  to the Fund's  current  and  prospective
shareholders;  the cost of printing or preparing stock certificates or any other
documents,  statements  or reports to  shareholders;  expenses of  shareholders'
meetings and proxy  solicitations;  advertising,  promotion  and other  expenses
incurred  directly or indirectly in connection  with the sale or distribution of
the Fund's shares; and all other operating expenses not specifically  assumed by
the Fund.



                  The Fund will pay all brokerage fees and  commissions,  taxes,
interest,  fees and  expenses of the non-  interested  person  trustees and such
extraordinary or non-recurring expenses as may arise,  including  organizational
expenses, and litigation to which the Fund may be a party and indemnification of
the  Trust's  trustees  and  officers  with  respect  thereto.  You  may  obtain
reimbursement  from the Fund, at such time or times as you may determine in your
sole  discretion,  for any of the  expenses  advanced by you,  which the Fund is
obligated to pay, and such  reimbursement  shall not be considered to be part of
your compensation pursuant to this Agreement.



         3.       COMPENSATION OF THE ADVISER



                  For all of the services to be rendered and payments to be made
as provided in this  Agreement,  as of the last business day of each month,  the
Fund will pay you a fee at the annual rate of 1.15% of the average  value of its
daily net assets.



                  The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable  provisions of the Declaration of Trust of
the Trust or a  resolution  of the Board,  if  required.  If,  pursuant  to such
provisions,  the  determination  of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph,  the value
of the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the business  day, or as of such other time
as the value of the Fund's net assets may lawfully be  determined,  on that day.
If the determination of the net asset value of the Fund has been suspended for a
period including such month, your compensation  payable at the end of such month
shall be  computed  on the basis of the  value of the net  assets of the Fund as
last determined (whether during or prior to such month).



         4.       EXECUTION OF PURCHASE AND SALE ORDERS



                  In connection with purchases or sales of portfolio  securities
for the  account of the Fund,  it is  understood  that you will  arrange for the
placing of all orders for the purchase and sale of portfolio  securities for the
account  with  brokers or  dealers  selected  by you,  subject to review of this
selection  by the  Board  from  time to time.  You will be  responsible  for the
negotiation and the allocation of principal business and portfolio brokerage. In
the selection of such brokers or dealers and the placing of such orders, you are
directed  at all  times to seek for the  Fund  the best  qualitative  execution,
taking into account such factors as price  (including the  applicable  brokerage
commission or dealer spread), the execution capability, financial responsibility
and  responsiveness  of the  broker or dealer  and the  brokerage  and  research
services provided by the broker or dealer.



                  You should  generally  seek  favorable  prices and  commission
rates that are reasonable in relation to the benefits received.  In seeking best
qualitative execution,  you are authorized to select brokers or dealers who also
provide  brokerage and research  services (as those terms are defined in Section
28(e) of the  Securities  Exchange  Act of 1934) to the Fund  and/or  the  other
accounts over which you exercise  investment  discretion.  You are authorized to
pay a broker or dealer who  provides  such  brokerage  and  research  services a
commission for executing a Fund portfolio  transaction which is in excess of the
amount of commission  another  broker or dealer would have charged for effecting
that  transaction  if you  determine  in  good  faith  that  the  amount  of the
commission  is reasonable in relation to the value of the brokerage and research
services  provided by the executing broker or dealer.  The  determination may be
viewed  in  terms  of  either  a   particular   transaction   or  your   overall
responsibilities  with  respect  to the  Fund and to  accounts  over  which  you
exercise  investment  discretion.  The Fund and you understand  and  acknowledge
that,  although  the  information  may be useful to the Fund and you,  it is not
possible  to  place  a  dollar  value  on  such  information.  The  Board  shall
periodically review the

                                                         - 46 -

<PAGE>



commissions  paid  by the  Fund  to  determine  if  the  commissions  paid  over
representative  periods of time were  reasonable  in relation to the benefits to
the Fund.



                  Consistent  with the Rules of Fair  Practice  of the  National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above,  you may give  consideration to sales of shares of
the Fund as a factor in the  selection  of brokers and  dealers to execute  Fund
portfolio transactions.



                  Subject to the  provisions  of the  Investment  Company Act of
1940, as amended,  and other  applicable law, you, any of your affiliates or any
affiliates  of your  affiliates  may  retain  compensation  in  connection  with
effecting the Fund's portfolio  transactions,  including  transactions  effected
through  others.  If any  occasion  should arise in which you give any advice to
clients  of yours  concerning  the  shares of the Fund,  you will act  solely as
investment  counsel  for such  client  and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this  Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others, including other registered investment companies.



         5.       LIMITATION OF LIABILITY OF ADVISER



                  You may rely on information  reasonably  believed by you to be
accurate and  reliable.  Except as may  otherwise be required by the  Investment
Company Act of 1940 or the rules thereunder,  neither you nor your shareholders,
officers,  directors,  employees,  agents,  control persons or affiliates of any
thereof  shall be subject to any  liability  for,  or any  damages,  expenses or
losses incurred by the Trust in connection with, any error of judgment,  mistake
of law,  any act or  omission  connected  with or  arising  out of any  services
rendered under, or payments made pursuant to, this Agreement or any other matter
to which this Agreement relates,  except by reason of willful  misfeasance,  bad
faith or gross  negligence on the part of any such persons in the performance of
your duties under this Agreement,  or by reason of reckless  disregard by any of
such persons of your obligations and duties under this Agreement.



                  Any person,  even though also a director,  officer,  employee,
shareholder or agent of you, who may be or become an officer, director, trustee,
employee or agent of the Trust, shall be deemed,  when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection  with your duties  hereunder),  to be rendering  such  services to or
acting  solely  for  the  Trust  and  not  as  a  director,  officer,  employee,
shareholder or agent of you, or one under your control or direction, even though
paid by you.



         6.       DURATION AND TERMINATION OF THIS AGREEMENT



                  This Agreement shall take effect on the date of its execution,
and shall  remain  in force  for a period of two (2) years  from the date of its
execution,  and from year to year thereafter,  subject to annual approval by (i)
the Board or (ii) a vote of a majority (as defined in the Investment Company Act
of 1940) of the  outstanding  voting  securities  of the Fund,  provided that in
either event  continuance is also approved by a majority of the trustees who are
not "interested  persons," as defined in the Investment  Company Act of 1940, of
you or the Trust,  by a vote cast in person at a meeting  called for the purpose
of voting such approval.



                  If the  shareholders of the Fund fail to approve the Agreement
in the manner set forth above,  upon request of the Board,  you will continue to
serve  or act in such  capacity  for the  Fund for the  period  of time  pending
required  approval of the Agreement,  of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid by
the Fund to you for your  services to and payments on behalf of the Fund will be
equal to the lesser of your actual costs  incurred in  furnishing  such services
and  payments or the amount you would have  received  under this  Agreement  for
furnishing such services and payments.



                                                         - 47 -

<PAGE>



                  This  Agreement  may,  on  sixty  days  written   notice,   be
terminated  with  respect to the Fund,  at any time  without  the payment of any
penalty,  by the  Board,  by a vote  of a  majority  of the  outstanding  voting
securities of the Fund, or by you. This Agreement shall automatically  terminate
in the event of its assignment.



         7.       USE OF NAME



                  The  Trust  and you  acknowledge  that all  rights to the name
"AAM" belongs to you, and that the Trust is being  granted a limited  license to
use such words in its Fund name or in any class name.  In the event you cease to
be the adviser to the Fund, the Trust's right to the use of the name "AAM" shall
automatically  cease on the  ninetieth day  following  the  termination  of this
Agreement. The right to the name may also be withdrawn by you during the term of
this  Agreement  upon  ninety  (90)  days'  written  notice by you to the Trust.
Nothing contained herein shall impair or diminish in any respect,  your right to
use the name "AAM" in the name of, or in  connection  with,  any other  business
enterprises with which you are or may become  associated.  There is no charge to
the Trust for the right to use these names.



         8.       AMENDMENT OF THIS AGREEMENT



                  No  provision  of  this  Agreement  may  be  changed,  waived,
discharged or terminated  orally,  and no amendment of this  Agreement  shall be
effective until approved by the Board,  including a majority of the trustees who
are not interested  persons of you or of the Trust,  cast in person at a meeting
called  for the  purpose  of voting on such  approval,  and (if  required  under
current interpretations of the Act by the Securities and Exchange Commission) by
vote of the holders of a majority of the  outstanding  voting  securities of the
series to which the amendment relates.



         9.       LIMITATION OF LIABILITY TO TRUST PROPERTY



                  The term  "AmeriPrime  Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently  thereto  have been,  or  subsequently  hereto be,  amended.  It is
expressly  agreed  that the  obligations  of the  Trust  hereunder  shall not be
binding upon any of the trustees,  shareholders,  nominees,  officers, agents or
employees  of the Trust  personally,  but bind only the  trust  property  of the
Trust, as provided in the  Declaration of Trust of the Trust.  The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by  officers of the Trust,  acting as such,  and neither
such  authorization  by such trustees and  shareholders  nor such  execution and
delivery  by such  officers  shall be  deemed  to have  been made by any of them
individually  or to impose any  liability on any of them  personally,  but shall
bind only the trust  property  of the Trust as provided  in its  Declaration  of
Trust. A copy of the Agreement and  Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.



         10.      SEVERABILITY



                  In the event any provision of this  Agreement is determined to
be void or unenforceable,  such determination  shall not affect the remainder of
this Agreement, which shall continue to be in force.



         11.      QUESTIONS OF INTERPRETATION



                  (a) This Agreement  shall be governed by the laws of the State
of Ohio.



                                                         - 48 -

<PAGE>



                  (b) Any question of interpretation of any term or provision of
this  Agreement  having a  counterpart  in or  otherwise  derived from a term or
provision of the Investment Company Act of 1940, as amended (the "Act") shall be
resolved by reference to such term or provision of the Act and to interpretation
thereof,  if  any,  by  the  United  States  courts  or in  the  absence  of any
controlling  decision of any such court, by rules,  regulations or orders of the
Securities  and Exchange  Commission  issued  pursuant to said Act. In addition,
where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the Securities and Exchange
Commission,  such provision  shall be deemed to  incorporate  the effect of such
rule, regulation or order.



         12.      NOTICES



                  Any  notices  under  this  Agreement   shall  be  in  writing,
addressed  and  delivered  or mailed  postage  paid to the  other  party at such
address as such other party may designate for the receipt of such notice.  Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive,  Suite 200,  Southlake,  Texas 76092, and your address for
this purpose shall be 1018 Kanawha Blvd., East, Suite 209, Charleston, WV 25301.



         13.      COUNTERPARTS



                  This  Agreement  may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.



         14.      BINDING EFFECT



                  Each of the undersigned expressly warrants and represents that
he has the full  power and  authority  to sign this  Agreement  on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.



         15.      CAPTIONS



                  The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the  provisions  hereof or
otherwise affect their construction or effect.



                  If you are in agreement  with the  foregoing,  please sign the
form of acceptance  on the  accompanying  counterpart  of this letter and return
such  counterpart  to the Trust,  whereupon  this letter  shall become a binding
contract upon the date thereof.



                                              Yours very truly,



ATTEST:                                      AmeriPrime Funds





                                       By



Name/Title:                                Kenneth D. Trumpfheller, President

                                                         - 49 -

<PAGE>







Dated: ___________, 1998



                                                        ACCEPTANCE



         The foregoing Agreement is hereby accepted.



ATTEST:                                      Appalachian Asset Management, Inc.



                                                     By



Name/Title:                                       Name/Title:







Dated: _____________, 1998

                                                         - 50 -


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