BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET
JAMES R. CUMMINS CINCINNATI, OHIO 45202
ROBERT S BROWN TELEPHONE (513) 381-2121 OF COUNSEL
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 GILBERT BETTMAN
LYNNE SKILKEN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JOANN M. STRASSER
March 27, 1998
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: AmeriPrime Funds, File Nos. 33-96826 and 811-9096
Ladies and Gentlemen:
On behalf of AmeriPrime Funds, a registered investment company (the
"Trust"), we hereby file by EDGAR, Post-Effective Amendment No. 14 to the
Trust's Registration Statement. The Amendment is being filed pursuant to Rule
485(b) promulgated under the Securities Act of 1933 to correct certain
deficiencies in the facing page and Part C of Post-Effective Amendment No. 13.
Post-Effective Amendment No. 14 does not contain any disclosures which would
render it ineligible to become effective pursuant to Rule 485(b).
If you have any questions concerning this filing, please contact Donald
S. Mendelsohn at (513) 381-2121.
Very truly yours,
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB/emj
cc: Mr. Kenneth Trumpfheller
<PAGE>
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. 14 /X/
---------- --
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
OF 1940
Amendment No. 15 /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:
April 15, 1998
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b) /X/ on April 14, 1998
pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1) / / 75 days after filing pursuant to
paragraph (a)(2) / / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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 JUMPER STRATEGIC RESERVE FUND
ITEM SECTION IN COMBINED PROSPECTUS
1 Cover Page
2 Summary of Fund Expenses
3 Performance Information
4 The Fund, Investment Objective, Investment Strategy, Other
Investment Practices and Limitations, 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 Other Investment Practices and
Limitations
SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION
10 Cover Page
11 Table of Contents
12 None
13 Additional Information About Fund
Investments and Risk Considerations,
Investment Limitations
14 Trustees and Officers
15 None
16 The Investment Adviser, Custodian,
Transfer Agent, Accountants
17 Portfolio Transactions and Brokerage
18 Description of the Trust
19 Determination of Share Price
20 None
21 Distributor
22 Investment Performance
23 None
<PAGE>
Part A:
Part A, which was filed in Post-Effective Amendment No. 13 to the
Registration Statement, is hereby incorporated by reference.
Part B:
Part B, which was filed in Post-Effective Amendment No. 13 to the
Registration Statement, is hereby incorporated by reference.
<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>
(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
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
<PAGE>
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 proposed
Management Agreement with Burroughs
& Hutchinson, Inc., Advisor to the
Marathon Value Fund, which was filed
as an Exhibit to Registrant's
Post-Effective Amendment No. 12, is
hereby incorporated by reference.
(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.
(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, 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.
<PAGE>
(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, which was filed as
an Exhibit to Registrant's
Post-Effective Amendment No. 1, is
hereby incorporated by reference.
(ii) Copy of Registrant's Rule 12b-1
Service Agreement for The MAXIM
Contrarian Fund, which was filed as
an Exhibit to Registrant's
Post-Effective Amendment No. 1, is
hereby incorporated by reference.
(16) 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.
(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
<PAGE>
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
MAI Enhanced Global Fund 0
Worthington Theme Fund 0
Marathon Value Fund 7
Jumper Strategic Reserve 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
<PAGE>
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
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.
<PAGE>
(b) The Registrant may maintain a standard mutual fund
and investment advisory professionaland 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 Registrantor 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 agains public policy as expressed
in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee
officer or controlling person of the Trust in the
successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling
person in connection with the securities being
registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
A. Carl Domino Associates, L.P., 580 Village Boulevard,
Suite 225, West Palm Beach, Florida 33409, ("CDA"),
adviser to the Carl Domino Equity Income Fund, is a
registered investment adviser.
(1) CDA has engaged in no other business during
the past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
partners and officers of CDA during the past
two years.
(a) Penn Independent Corp., a partner in
CDA, is an insurance holding company
that operates a premium finance
company, a surplus lines insurance
company and a wholesale insurance
agency.
(b) James E. Heerin, Jr., an officer of
CDA, is vice president and general
counsel of Penn Independent Corp.
and an officer and director of
Shrimp Culture II, Inc., both at 420
South
<PAGE>
York Road, Hatboro, PA 19040.
Shrimp Culture II, Inc. raises
and sells shrimp.
(c) Lawrence Katz, a partner in CDA, is
an orthopedic surgeon in private
practice.
(d) Saltzman Partners, a partner in CDA,
is a limited partnership that
invests in companies and businesses.
(e) Cango Inversiones, SA, a partner in
CDA, is a foreign business entity
that invests in U.S. companies and
businesses.
B. Jenswold, King & Associates, Inc., 1980 Post Oak
Boulevard, Suite 2400, Houston, Texas 77056-3898
("JKA"), adviser to the Fountainhead Special Value
Fund, is a registered investment adviser.
(1) JKA has engaged in no other business during
the past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
directors and officers of JKA during the
past two years.
(a) John Servis, a director of JKA, is
a licensed real estate broker.
C. Advanced Investment Technology, Inc., 311 Park Place
Boulevard, Suite 250, Clearwater, Florida 34619
("AIT"), adviser to AIT Vision U.S. Equity Portfolio,
is a registered investment adviser.
(1) AIT has engaged in no other business during
the past two fiscal years.
(2) The following list sets forth other
substantial business activities of the
directors and officers of AIT during the
past two fiscal years.
(a) Dean S. Barr, director and the CEO
of AIT, was the managing director of
LBS Capital Management, Inc., 311
Park Place Blvd., Clearwater,
Florida from 1989-1996.
(b) 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.
<PAGE>
(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.
(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.
<PAGE>
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 corporationGuaranty
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, 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.
(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.
<PAGE>
(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 o
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.
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.
<PAGE>
(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.
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
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.
<PAGE>
(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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant hereby certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment to
its Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Cincinnati, State
of Ohio, on the 27th day of March, 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 March 27, 1998
Gary E. Hippenstiel, Trustee
<PAGE>
EXHIBIT INDEX
EXHIBIT
NONE
<PAGE>