AMERIPRIME FUNDS
485BPOS, 1998-03-30
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                       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





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                                  EXHIBIT INDEX

EXHIBIT
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