AMERIPRIME FUNDS
485APOS, 1998-05-06
Previous: SIMON TRANSPORTATION SERVICES INC, 10-Q, 1998-05-06
Next: CARING PRODUCTS INTERNATIONAL INC, 8-K, 1998-05-06



<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.    16                                 /X/
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT                     / /
OF 1940

         Amendment No.   17                                                /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)
/X/ 60 days after  filing  pursuant  to  paragraph  (a)(1) 
/ / on(date)  pursuant  to  paragraph  (a)(1) / / 75 days  after  filing 
pursuant  to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
    





<PAGE>



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.





ASA02F17-042198-3


<PAGE>



                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

   
               FOR CARL DOMINO EQUITY INCOME FUND (INVESTOR CLASS)
    


                           ITEM SECTION IN PROSPECTUS

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


                             SECTION IN STATEMENT OF
ITEM                         ADDITIONAL INFORMATION

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



<PAGE>



                                AmeriPrime Funds
                              CROSS REFERENCE SHEET
                                    FORM N-1A

               FOR CARL DOMINO EQUITY INCOME FUND (CLASS A SHARES)


                           ITEM SECTION IN PROSPECTUS

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


                             SECTION IN STATEMENT OF
ITEM                          ADDITIONAL INFORMATION

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



<PAGE>



                         CARL DOMINO EQUITY INCOME FUND
                                 CLASS A SHARES


PROSPECTUS                                                               , 1998

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

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



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

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

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



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










ASA02F09-040698-2


<PAGE>



                            SUMMARY OF FUND EXPENSES

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


Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases 
  (as a percentage of offering price)1.....................................4.75%
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)2
Management Fees............................................................1.50%
12b-1 Fees..................................................................NONE
Other Expenses3 (after reimbursement)......................................0.00%
Total Fund Operating Expenses3 (after reimbursement).......................1.50%

1 The sales load is 4.75% for purchases less than $100,000,  declining to 0% for
purchases of $1 million or more. 2 The Fund's total operating expenses are equal
to the  management  fee paid to the Adviser  because the Adviser pays all of the
Fund's  operating  expenses  (except as described in footnote 3). 3 The Advisor
has agreed to reimburse  other  expenses for the fiscal year ending  October 31,
1998 to the extent necessary to maintain total operating  expenses as indicated.
For the fiscal year ended October 31, 1997, other expenses (fees and expenses of
the  trustees  who are not  "interested  persons"  as defined in the  Investment
Company Act) were 0.05% of average net assets and total fund operating  expenses
were 1.55% of average net assets, absent any waiver or reimbursement.

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
                         ------                      -------

                            $                          $



                                                            -7-

<PAGE>



                                    THE FUND

         Carl Domino  Equity  Income Fund (the "Fund") was organized as a series
of AmeriPrime  Funds,  an Ohio business trust (the "Trust"),  on August 8, 1995,
and commenced  operations on November 6, 1995.  This  prospectus  offers Class A
shares,  which were  established  on  ____________________,  1998 and were first
offered to shareholders on ______________________,  1998. The investment adviser
to the Fund is Carl Domino Associates, L.P. (the "Adviser").

                       INVESTMENT OBJECTIVE AND STRATEGIES

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

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

         The  Adviser  has  been  managing   equity  income   accounts  for  its
institutional   clients  since  1987.  The  performance  of  the  accounts  with
investment objectives, policies and strategies substantially similar to those of
the Fund appears below.  The data is provided to illustrate past  performance of
the Adviser in managing  such  accounts,  as compared to the S&P 500 Index.  The
persons  responsible  for the  performance of the accounts are the same as those
responsible for the investment  management of the Fund. As of December 31, 1997,
the assets in those accounts totaled approximately $597 million.

                     Summary of Annual Investment Returns of
           the Fund and Carl Domino Associates, L.P. Managed Accounts

                                                              Managed
         Period            Fund                      Accounts*          S&P 500
         ------            ----                      ---------          -------
         1987**                                        -11.30%          -17.43%
         1988                                          21.68%            16.57%
         1989                                          25.25%            31.65%
         1990                                         - 6.91%           - 3.14%
         1991                                          25.47%            30.45%
         1992                                           8.55%             7.62%
         1993                                          13.16%            10.06%
         1994                                           4.36%             1.30%
         1995                3.00%***                  35.40%            37.54%
         1996               24.35%                     22.95%            22.99%
         1997               35.34%                     31.25%            33.36%

                                                            -8-

<PAGE>



     * The Carl Domino  Associates,  L.P.  managed  account  performance  is the
time-weighted, dollar- weighted average total return associated with a composite
of  equity  income  accounts  having  objectives  similar  to the  Fund,  and is
unaudited.  The composite does not include non-  institutional  accounts  (those
with assets less than  $5,000,000) and  non-discretionary  accounts  because the
nature of those  accounts make them  inappropriate  for purposes of  comparison.
Results  after June 30, 1988  include the  reinvestment  of income on an accrual
basis,  while prior period results include the  reinvestment of income on a cash
basis. Performance figures reflected are net of management fees and all expenses
of the accounts,  including  transaction costs and commissions.  Results include
the  reinvestment  of  dividends  and capital  gains.  The  presentation  of the
performance  composite complies with the Performance  Presentation  Standards of
the Association for Investment Management and Research (AIMR).
        
     The S&P 500  Index  is a  widely  recognized,  unmanaged  index  of  market
activity  based  upon the  aggregate  performance  of a  selected  portfolio  of
publicly  traded common  stocks,  including  monthly  adjustments to reflect the
reinvestment  of dividends and other  distributions.  The S&P 500 Index reflects
the total return of securities comprising the Index, including changes in market
prices as well as accrued investment income, which is presumed to be reinvested.
Performance  figures  for  the  S&P  500  Index  do  not  reflect  deduction  of
transaction costs or expenses, including management fees.

     The  performance of the accounts  managed by the Adviser does not represent
the historical  performance of the Fund and should not be considered  indicative
of future  performance  of the Fund.  Results may differ because of, among other
things,  differences  in  brokerage  commissions,  account  expenses,  including
management  fees,  the size of  positions  taken in relation to account size and
diversification  of securities,  timing of purchases and sales, and availability
of cash for new investments.  In addition,  the managed accounts are not subject
to  certain  investment  limitations,  diversification  requirements,  and other
restrictions imposed by the Investment Company Act and the Internal Revenue Code
which, if applicable, may have adversely affected the performance results of the
managed accounts composite. The results for different periods may vary.
     ** From June 30, 1987 inception.
     ***  For the  period  December  4,  1995  (commencement  of  operations  in
accordance with the Fund's investment  objective) through December 31, 1995, not
annualized.

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

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

                                                            -9-

<PAGE>



its  policies.  If the Fund  acquires  securities  of a money market  fund,  the
shareholders of the Fund will be subject to duplicative management fees.

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

                            HOW TO INVEST IN THE FUND

         Shares of the Fund are sold on a continuous  basis,  and you may invest
any  amount  you  choose,  as often as you wish,  subject  to a minimum  initial
investment of $2,000 and minimum subsequent  investments of $100 ($50 for IRAs).
You may purchase  additional  shares through the Open Account Program  described
below. You may open an account and make an initial investment through securities
dealers having a sales agreement with the Distributor.

Initial Purchase

         By Mail - You may purchase shares of the Fund by completing and signing
the investment  application  form which  accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to Carl Domino Equity Income Fund -
 Class A, and  sent to the  P.O.  Box  listed  below.  If you  prefer  overnight
delivery, use the overnight address listed below:

U.S. Mail:                                     Overnight:
Carl Domino Equity Income Fund-Class A         Carl Domino Equity Income Fund
c/o Unified Fund Services, Inc.                c/o Unified Fund Services, Inc.
P.O. Box 6110                                  431 N. Pennsylvania Street
Indianapolis, IN  46204-6110                   Indianapolis, IN  46204

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




                              Amount of Investment
                             Sales Load as of % of:
 Public                 Net
Offering            Amount
  Price              Invested


                             Dealer Reallowance as %
                            of Public Offering Price
Less Than $100,000
4.75%                 4.99%
                                                           4.75%
$100,000 but less than $250,000
3.50%                 3.63%
                                                           3.50%
$250,000 but less than $500,000
2.50%                 2.56%
                                                           2.50%
$500,000 but less than $1,000,000
2.00%                 2.04%
                                                           2.00%
$1,000,000 or more
None                  None
                                      None

                                                           -10-

<PAGE>




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

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

         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:  Carl Domino Equity Income 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 and the Custodian and Transfer Agent
are open for business.  A wire  purchase  will not be considered  made until the
wired money is  received  and the  purchase is accepted by the Fund.  Any delays
which may occur in wiring money,  including delays which may occur in processing
by the banks,  are not the  responsibility  of the Fund or the  Transfer  Agent.
There is  presently  no fee for the  receipt  of wired  funds,  but the right to
charge shareholders for this service is reserved by the Fund.

Open Account Program

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

[Reduced Sales Load

         You may use the Right of  Accumulation  to combine  the cost or current
net asset value (whichever is higher) of your shares of the Fund with the amount
of your current purchases in order

                                                           -11-

<PAGE>



to take  advance  of the  reduced  sales  load  set  forth in the  table  above.
Purchases  made  pursuant  to a Letter of Intent  may also be  eligible  for the
reduced sales loads. The minimum initial  investment under a Letter of Intent is
$10,000.  Shareholders  should contact the Transfer Agent for information  about
the Right of Accumulation and Letter of Intent.]

Purchases at Net Asset Value

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

         Banks,  bank trust  departments and savings and loan  associations,  in
their fiduciary capacity or for their own accounts,  may also purchase shares of
the Fund at net asset value. To the extent permitted by regulatory  authorities,
a bank  trust  department  may  charge  fees to  clients  for whose  account  it
purchases  shares at net asset value.  Federal and state credit  unions may also
purchase shares at net asset value.

         Purchases  may be  effected  at net asset  value for the benefit of the
clients of brokers-dealers and registered  investment advisers affiliated with a
broker-dealer,  if such  broker-dealer or investment adviser has entered into an
agreement with the Distributor providing  specifically for the purchase of Class
A Shares in connection with special investment  products,  such as wrap accounts
or similar fee based programs. In addition,  shares of the Fund may be purchased
at net  asset  value  by  broker-dealers  who  have a sales  agreement  with the
Distributor, and their registered personnel and employees,  including members of
the immediate families of such registered personnel and employees.

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

Additional Information

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

                                                           -12-

<PAGE>



Automatic Investment Plan

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

Tax Sheltered Retirement Plans

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

Other Purchase Information

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

                              HOW TO REDEEM SHARES

         All redemptions  will be made at the net asset value  determined  after
the redemption  request has been received by the Transfer Agent in proper order.
Shareholders may receive  redemption  payments in the form of a check or federal
wire  transfer.  The  proceeds  of the  redemption  may be more or less than the
purchase  price of your  shares,  depending  on the  market  value of the Fund's
securities  at the  time  of  your  redemption.  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:
                                    Carl Domino Equity Income Fund
                                    c/o Unified Fund Services, Inc.
                                    P.O. Box 6110
                                    Indianapolis, IN  46204-6110

                                                           -13-

<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 adviser  concerning
the tax consequences of involuntary redemptions.  A shareholder may increase the
value of his or her shares in the Fund to the minimum  amount  within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.

                                                           -14-

<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
Adviser's  opinion,  the last bid price does not accurately  reflect the current
value of the security.  All other securities for which  over-the-counter  market
quotations are readily available are valued at their last bid price. When market
quotations are not readily  available,  when the Adviser determines the last bid
price  does  not  accurately  reflect  the  current  value  or  when  restricted
securities  are being valued,  such  securities are valued as determined in good
faith by the Adviser, subject to review of the Board of Trustees of the Trust.

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

                           DIVIDENDS AND DISTRIBUTIONS

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

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

                                                           -15-

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

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

                              OPERATION OF THE FUND

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

         The Fund retains Carl Domino Associates, L.P., 580 Village Blvd., Suite
225,  West Palm  Beach,  Florida  33409  (the  "Adviser")  to manage  the Fund's
investments.  The Adviser provides  equity,  balanced and fixed income portfolio
management   services  to  a  select   group  of   corporations,   institutions,
foundations,  trusts and high net worth  individuals.  The  Adviser is a limited
partnership  organized in Delaware and its general partner is Carl Domino,  Inc.
The controlling  shareholder of Carl Domino,  Inc. is Carl J. Domino. Mr. Domino
is primarily  responsible for the day-to-day management of the Fund's portfolio.
A graduate of Florida State  University in 1966 with a B.S. degree in accounting
(Cum Laude) he received an MBA from Harvard Business School in 1972 and joined a
national money  management  firm.  During his 12 year  association with Delaware
Investment  Advisers he was Chairman of the  Investment  Strategy  Committee for
seven years and personally

                                                           -16-

<PAGE>



     managed over $1 billion.  Mr.  Domino has been the managing  partner of the
Adviser since its founding in 1987. Mr. Domino, a portfolio  analyst for over 20
years, has been quoted in the press, is regularly interviewed by the Wall Street
Journal and appears  frequently on the Public  Education  Channel's Inside Money
program.
         The Fund is  authorized  to pay the  Adviser  a fee  equal to an annual
average rate of 1.50% of its average  daily net assets.  The Adviser pays all of
the operating expenses of the Fund except brokerage,  taxes, interest,  fees and
expenses of non-interested  person trustees and extraordinary  expenses. In this
regard,  it  should  be noted  that  most  investment  companies  pay  their own
operating expenses directly,  while the Fund's expenses,  except those specified
above, are paid by the Adviser.

         The   Fund   retains   AmeriPrime   Financial   Services,   Inc.   (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment,  personnel and facilities.  The Administrator  receives a monthly fee
from the Adviser equal to an annual  average rate of 0.10% of the Fund's average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets  from fifty to one hundred  million  dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars  (subject to a minimum
annual  payment of  $30,000).  In  addition,  the  Adviser  will  reimburse  the
Administrator for  organizational  expenses advanced by the  Administrator.  The
Fund  retains  Unified  Fund  Services,   Inc.,  431  N.  Pennsylvania   Street,
Indianapolis,  IN 46204  (the  "Transfer  Agent")  to serve as  transfer  agent,
dividend  paying  agent  and  shareholder   service  agent.  The  Trust  retains
AmeriPrime  Financial  Securities,   Inc.,  1793  Kingswood  Drive,  Suite  200,
Southlake,  Texas 76092 (the "Distributor") to act as the principal  distributor
of the Fund's shares.  Kenneth D. Trumpfheller,  officer and sole shareholder of
the Administrator  and the Distributor,  is an officer and trustee of the Trust.
The services of the Administrator,  Transfer Agent and Distributor are operating
expenses paid by the Adviser.

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

           INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS

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

Equity Securities

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


                                                           -17-

<PAGE>



         The Fund may invest in foreign equity  securities,  including,  but not
limited to, the purchase of American  Depository  Receipts.  American Depository
Receipts are dollar-denominated receipts that are generally issued in registered
form by domestic banks, and represent the deposit with the bank of a security of
a foreign issuer. To the extent that the Fund does invest in foreign securities,
such  investments  may  be  subject  to  special  risks,   such  as  changes  in
restrictions on foreign currency transactions and rates of exchange, and changes
in the administrations or economic and monetary policies of foreign governments.
The Fund will not invest  more than 5% of its net assets at the time of purchase
in foreign securities which are not American Depository Receipts.

Fixed Income Securities
         The Fund may invest in fixed income securities. Fixed income securities
include corporate debt securities, U.S. government securities,  mortgage-related
securities  and  participation  interests  in  such  securities.   Fixed  income
securities are generally  considered to be interest rate sensitive,  which means
that their value will  generally  decrease when interest rates rise and increase
when interest rates fall.  Securities  with shorter  maturities,  while offering
lower  yields,  generally  provide  greater  price  stability  than  longer term
securities and are less affected by changes in interest rates.

                  Corporate Debt Securities - Corporate debt securities are long
and short term debt obligations issued by companies (such as publicly issued and
privately placed bonds,  notes and commercial  paper). The Fund will only invest
in corporate debt securities rated A or higher by Standard & Poor's  Corporation
or Moody's Investors Services, Inc.

                  U.S. Government  Obligations - U.S. government obligations may
be backed  by the  credit of the  government  as a whole or only by the  issuing
agency. U.S. Treasury bonds,  notes, and bills and some agency securities,  such
as  those  issued  by the  Federal  Housing  Administration  and the  Government
National Mortgage Association (GNMA), are backed by the full faith and credit of
the U.S.  government as to payment of principal and interest and are the highest
quality  government  securities.  Other  securities  issued  by U.S.  government
agencies or  instrumentalities,  such as  securities  issued by the Federal Home
Loan Banks and the Federal Home Loan Mortgage Corporation, are supported only by
the credit of the  agency  that  issued  them,  and not by the U.S.  government.
Securities issued by the Federal Farm Credit System, the Federal Land Banks, and
the Federal National Mortgage  Association  (FNMA) are supported by the agency's
right to borrow money from the U.S.  Treasury under certain  circumstances,  but
are not backed by the full faith and credit of the U.S. government.

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

                  Other types of securities  representing interests in a pool of
mortgage loans are known as collateralized  mortgage obligations (CMOs) and real
estate  mortgage  investment  conduits  (REMICs).   CMOs  and  REMICs  are  debt
instruments  collateralized by pools of mortgage loans or other  mortgage-backed
securities.  The average life of securities  representing  interests in pools of
mortgage loans is likely to be substantially  less than the original maturity of
the mortgage pools as

                                                           -18-

<PAGE>



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

Investment Techniques

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

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

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

                               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.

                                                           -19-

<PAGE>




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

     Shareholder  Rights.  The  shares of  beneficial  interest  of the Fund are
divided into two classes, designated "Investor Class" and "Class A." The classes
differ as follows:  1) no sales charge is imposed on Investor  Class shares,  2)
Class A shares are subject to a front-end sales load, and 3) each class may bear
differing amounts of certain class-specific expenses.
         The  differing  sales  charges  and other  expenses  applicable  to the
different  classes of the Fund's  shares  may  affect the  performance  of those
classes.  Broker/dealers and others entitled to receive compensation for selling
or  servicing  Fund  shares  may  receive  more with  respect  to one class than
another.  The Board of Trustees of the Trust does not anticipate that there will
be any conflicts among the interests of the holders of the different  classes of
Fund  shares.  On an ongoing  basis,  the Board will  consider  whether any such
conflict exists and, if so, take appropriate action. More information concerning
the classes of shares of the Fund may be obtained by calling the Fund at 800-
- --------------.

         Any  Trustee of the Trust may be  removed  by vote of the  shareholders
holding not less than  two-thirds of the  outstanding  shares of the Trust.  The
Trust  does not  hold an  annual  meeting  of  shareholders.  When  matters  are
submitted to shareholders  for a vote, each  shareholder is entitled to one vote
for each whole share he owns and fractional votes for fractional shares he owns.
All shares of the Fund have equal voting rights and  liquidation  rights.  As of
April 1, 1998, Carl Domino and the Carl Domino  Associates  Profit Sharing Trust
may be deemed to control the Fund.

                             PERFORMANCE INFORMATION

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

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

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

                                                           -20-

<PAGE>




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

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

Custodian                              Distributor
Star Bank, N.A.                        AmeriPrime Financial Securities, Inc.
425 Walnut Street, M.L. 6118           1793 Kingswood Drive, Suite 200
Cincinnati, Ohio  45202                Southlake, Texas  76092

Transfer Agent (all purchase           Auditors
and redemption requests)               McCurdy & Associates CPA's, Inc.
Unified Fund Services, Inc.            27955 Clemens Road
431 N. Pennsylvania Street             Westlake, Ohio 44145
Indianapolis, IN  46204

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

                                                           -21-

<PAGE>



TABLE OF CONTENTS PAGE

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

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

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

         HOW TO INVEST IN THE FUND.......................................... -5-
                  Initial Purchase...........................................-5-
                           By Mail...........................................-5-
                           By Wire...........................................-6-
                  ...........................................................-8-
                  Tax Sheltered Retirement Plans.............................-8-

Other Purchase Information...................................................-8-

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

         SHARE PRICE CALCULATION............................................-10-

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

         TAXES..............................................................-11-

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

         INVESTMENT POLICIES AND TECHNIQUES AND RISK CONSIDERATIONS.........-12-
                  Equity Securities.........................................-12-
                  Fixed Income Securities...................................-13-
                           Corporate Debt Securities........................-13-
                           U.S. Government Obligations......................-13-
                           Mortgage-Related Securities......................-13-
                  Investment Techniques.....................................-14-
                           Loans of Portfolio Securities....................-14-
                  General...................................................-14-

         GENERAL INFORMATION................................................-14-
                  Fundamental Policies......................................-14-
                  Portfolio Turnover........................................-15-
                  Shareholder Rights........................................-15-

         PERFORMANCE INFORMATION............................................-15-


                                                       -22-

<PAGE>



                         Supplement Dated June __, 1998
                      to Prospectus Dated February 14, 1998

                         CARL DOMINO EQUITY INCOME FUND

         The  following  information  should  be read in  conjunction  with  the
sections entitled "The Fund" on page 4, and "Shareholder  Rights" on page 14, of
the Prospectus:

         "This Prospectus offers shares of the Fund on a no-load basis. On April
         7, 1998, the Board of Trustees of AmeriPrime  Funds renamed the no-load
         shares  "Investor  Class"  shares and another  class of shares,  called
         "Class A," was established.  The classes differ as follows: 1) no sales
         charge is  imposed  on  Investor  Class  shares,  2) Class A shares are
         subject to a front-end sales load, and 3) each class may bear differing
         amounts of certain class-specific expenses.

         The  differing  sales  charges  and other  expenses  applicable  to the
         different  classes of the Fund's shares may affect the  performance  of
         those   classes.   Broker/dealers   and  others   entitled  to  receive
         compensation for selling or servicing Fund shares may receive more with
         respect to one class than  another.  The Board of Trustees of the Trust
         does  not  anticipate  that  there  will  be any  conflicts  among  the
         interests of the holders of the different classes of Fund shares. On an
         ongoing basis, the Board will consider whether any such conflict exists
         and, if so, take appropriate  action.  More information  concerning the
         classes of shares of the Fund may be  obtained  by calling  the Fund at
         800-______________."

     On __________,  1998,  Unified Fund  Services,  Inc. will become the Fund's
Transfer  Agent.  After that date,  please  direct all purchase  and  redemption
requests and all shareholder inquiries to:

                  Unified Fund Services, Inc.
                  431 N. Pennsylvania Street
                  Indianapolis, IN  46204
                  800-____________________

         The  following  information  replaces the last  sentence of the section
         entitled "Shareholder Rights" on page 14 of the Prospectus:

                  "As of  April  1,  1998,  Carl  Domino  and  the  Carl  Domino
                  Associates  Profit  Sharing Trust may be deemed to control the
                  Fund."

                                                           -23-

<PAGE>



                         CARL DOMINO EQUITY INCOME FUND



PROSPECTUS                                                     February 14, 1998

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

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



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

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

         This Prospectus  provides the information a prospective  investor ought
to know  before  investing  and  should be  retained  for  future  reference.  A
Statement  of  Additional  Information  has been filed with the  Securities  and
Exchange  Commission (the "SEC") dated February 14, 1998,  which is incorporated
herein by reference  and can be obtained  without  charge by calling the Fund at
the phone number listed above. The SEC maintains a Web Site (http://www.sec.gov)
that contains the Statement of Additional Information,  material incorporated by
reference,  and other information regarding registrants that file electronically
with the SEC.



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


ASA02E76-022398-0

                                                           -24-

<PAGE>



                            SUMMARY OF FUND EXPENSES

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

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

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

Annual Fund Operating Expenses (as a percentage of average net assets)1
Management Fees............................................................1.50%
12b-1 Charges...............................................................NONE
Other Expenses2 (after reimbursement)......................................0.00%
Total Fund Operating Expenses2 (after reimbursement).......................1.50%


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

2 The Advisor has agreed to reimburse  other expenses for the fiscal year ending
October 31, 1998 to the extent necessary to maintain total operating expenses as
indicated.  For the fiscal year ended October 31, 1997, other expenses (fees and
expenses  of the  trustees  who are not  "interested  persons" as defined in the
Investment  Company  Act) were  0.05% of  average  net  assets  and  total  fund
operating  expenses  were  1.55% of  average  net  assets,  absent any waiver or
reimbursement.

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:

                                                           -25-

<PAGE>



 1 Year                      3 Years           5 Years          10 Years
 ------                      -------           -------          --------

   $15                        $47                 $82              $179


                              FINANCIAL HIGHLIGHTS

         The following  condensed  supplementary  financial  information for the
fiscal  year ended  October 31,  1997,  is derived  from the  audited  financial
statements of the Fund.  The financial  statements of the Fund have been audited
by McCurdy & Associates CPA's,  Inc.,  independent public  accountants,  and are
included in the Fund's  Annual  Report.  The Annual Report  contains  additional
performance information and is available upon request and without charge.

                          [insert financial highlights]

                                    THE FUND

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

                       INVESTMENT OBJECTIVE AND STRATEGIES

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

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

         The  Adviser  has  been  managing   equity  income   accounts  for  its
institutional   clients  since  1987.  The  performance  of  the  accounts  with
investment objectives, policies and strategies substantially similar to those of
the Fund appears below.  The data is provided to illustrate past  performance of
the Adviser in managing  such  accounts,  as compared to the S&P 500 Index.  The
persons  responsible  for the  performance of the accounts are the same as those
responsible for the investment  management of the Fund. As of December 31, 1997,
the assets in those accounts totaled approximately $597 million.

                     Summary of Annual Investment Returns of
           the Fund and Carl Domino Associates, L.P. Managed Accounts

                                                              Managed

                                                           -26-

<PAGE>



         Period            Fund       Accounts*                  S&P 500
         ------            ----      ---------                  -------

         1987**                        -11.30%                   -17.43%
         1988                           21.68%                    16.57%
         1989                           25.25%                    31.65%
         1990                          - 6.91%                   - 3.14%
         1991                           25.47%                    30.45%
         1992                            8.55%                     7.62%
         1993                           13.16%                    10.06%
         1994                            4.36%                     1.30%
         1995            3.00%***       35.40%                    37.54%
         1996           24.35%          22.95%                    22.99%
         1997           35.34%          31.25%                    33.36%

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

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

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

**       From June 30, 1987 inception.

***      For  the  period  December  4,  1995  (commencement  of  operations  in

         accordance with the Fund's investment  objective)  through December 31,
         1995, not annualized.


                                                           -27-

<PAGE>



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

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

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

                            HOW TO INVEST IN THE FUND

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

Initial Purchase

         By Mail - You may purchase shares of the Fund by completing and signing
the investment  application  form which  accompanies this Prospectus and mailing
it, in proper form, together with a check (subject to the above minimum amounts)
made payable to Carl Domino Equity Income Fund,  and sent to the P.O. Box listed
below. If you prefer overnight delivery, use the overnight address listed below:


U.S. Mail:                                  Overnight:
Carl Domino Equity Income Fund              Carl Domino Equity Income 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.

                                                           -28-

<PAGE>




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

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

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

Additional Investments

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




Automatic Investment Plan

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

Tax Sheltered Retirement Plans

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

                                                           -29-

<PAGE>



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

Other Purchase Information

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

                              HOW TO REDEEM SHARES

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

                                    Carl Domino Equity Income Fund
                                    c/o American Data Services, Inc.
                                    P.O. Box 5536
                                    Hauppauge, New York  11788-0132

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

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


                                                           -30-

<PAGE>



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

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

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

                             SHARE PRICE CALCULATION

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

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

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

                                                           -31-

<PAGE>



prices are not readily  available from a pricing service,  or when restricted or
illiquid  securities  are being valued,  securities  are valued at fair value as
determined  in good  faith by the  Adviser,  subject  to  review of the Board of
Trustees.  Short term investments in fixed income  securities with maturities of
less than 60 days when  acquired,  or which  subsequently  are within 60 days of
maturity, are valued by using the amortized cost method of valuation,  which the
Board has determined will represent fair value.

                           DIVIDENDS AND DISTRIBUTIONS

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

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

                                      TAXES

         The Fund  intends  to  qualify  each  year as a  "regulated  investment
company" under the Internal Revenue Code of 1986, as amended.  By so qualifying,
the Fund will not be  subject  to federal  income  taxes to the  extent  that it
distributes  substantially  all of its net  investment  income and any  realized
capital gains.

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

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

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

                                                           -32-

<PAGE>



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

                              OPERATION OF THE FUND

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

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

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


         The   Fund   retains   AmeriPrime   Financial   Services,   Inc.   (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment,  personnel and facilities.  The Administrator  receives a monthly fee
from the Adviser equal to an annual  average rate of 0.10% of the Fund's average
daily net assets up to fifty million dollars, 0.075% of the Fund's average daily
net assets  from fifty to one hundred  million  dollars and 0.050% of the Fund's
average daily net assets over one hundred million dollars  (subject to a minimum
annual  payment of  $30,000).  In  addition,  the  Adviser  will  reimburse  the
Administrator for  organizational  expenses advanced by the  Administrator.  The
Fund retains American Data Services, Inc., Hauppauge Corporate Center, 150 Motor
Parkway,  Hauppauge,  New York 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 Adviser.


                                                           -33-

<PAGE>



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



                                                           -34-

<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.

Equity Securities

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

         The Fund may invest in foreign equity  securities,  including,  but not
limited to, the purchase of American  Depository  Receipts.  American Depository
Receipts are dollar-denominated receipts that are generally issued in registered
form by domestic banks, and represent the deposit with the bank of a security of
a foreign issuer. To the extent that the Fund does invest in foreign securities,
such  investments  may  be  subject  to  special  risks,   such  as  changes  in
restrictions on foreign currency transactions and rates of exchange, and changes
in the administrations or economic and monetary policies of foreign governments.
The Fund will not invest  more than 5% of its net assets at the time of purchase
in foreign securities which are not American Depository Receipts.

Fixed Income Securities

         The Fund may invest in fixed income securities. Fixed income securities
include corporate debt securities, U.S. government securities,  mortgage-related
securities  and  participation  interests  in  such  securities.   Fixed  income
securities are generally  considered to be interest rate sensitive,  which means
that their value will  generally  decrease when interest rates rise and increase
when interest rates fall.  Securities  with shorter  maturities,  while offering
lower  yields,  generally  provide  greater  price  stability  than  longer term
securities and are less affected by changes in interest rates.

                  Corporate Debt Securities - Corporate debt securities are long
and short term debt obligations issued by companies (such as publicly issued and
privately placed bonds,  notes and commercial  paper). The Fund will only invest
in corporate debt securities rated A or higher by Standard & Poor's  Corporation
or Moody's Investors Services, Inc.

                  U.S. Government  Obligations - U.S. government obligations may
be backed  by the  credit of the  government  as a whole or only by the  issuing
agency. U.S. Treasury bonds,  notes, and bills and some agency securities,  such
as  those  issued  by the  Federal  Housing  Administration  and the  Government
National Mortgage Association (GNMA), are backed by the full faith and credit of
the U.S.  government as to payment of principal and interest and are the highest
quality  government  securities.  Other  securities  issued  by U.S.  government
agencies or  instrumentalities,  such as  securities  issued by the Federal Home
Loan Banks and the Federal Home Loan Mortgage Corporation, are supported only by
the credit of the  agency  that  issued  them,  and not by the U.S.  government.
Securities issued by the Federal Farm Credit System, the Federal Land Banks, and
the Federal National Mortgage  Association  (FNMA) are supported by the agency's
right to borrow money from the U.S.  Treasury under certain  circumstances,  but
are not backed by the full faith and credit of the U.S. government.

                  Mortgage-Related   Securities  -  Mortgage-related  securities
include  securities  representing  interests  in  a  pool  of  mortgages.  These
securities, including securities issued by FNMA

                                                           -35-

<PAGE>



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

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

Investment Techniques

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

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

General

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

                                                           -36-

<PAGE>





                               GENERAL INFORMATION

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

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

         Shareholder  Rights. Any Trustee of the Trust may be removed by vote of
the shareholders  holding not less than two-thirds of the outstanding  shares of
the Trust.  The Trust  does not hold an annual  meeting  of  shareholders.  When
matters are submitted to shareholders  for a vote, each  shareholder is entitled
to one vote for each whole  share he owns and  fractional  votes for  fractional
shares he owns. All shares of the Fund have equal voting rights and  liquidation
rights.  As of December 3, 1997, Carl Domino Associates Profit Sharing Trust may
be deemed to control the Fund.

                             PERFORMANCE INFORMATION

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

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

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

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


                                                           -37-

<PAGE>



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

Custodian                               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 purchase            Auditors
and redemption requests)                McCurdy & Associates CPA's, Inc.
American Data Services, Inc.            27955 Clemens Road
Hauppauge Corporate Center              Westlake, Ohio 44145
150 Motor Parkway
Hauppauge, New York  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 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.

                                                           -38-

<PAGE>
 TABLE OF CONTENTS                                                         PAGE

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

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

FINANCIAL HIGHLIGHTS..........................................................

         THE FUND.............................................................

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

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

                  Initial Purchase............................................
                           By Mail............................................
                           By Wire............................................

                  Additional Investments......................................
                  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...........
                  Equity Securities...........................................
                  Fixed Income Securities.....................................
                           Corporate Debt Securities..........................
                           U.S. Government Obligations........................
                           Mortgage-Related Securities........................

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


                                                       -39-

<PAGE>





         GENERAL INFORMATION..................................................

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

         PERFORMANCE INFORMATION..............................................


                                                       -40-

<PAGE>












                         CARL DOMINO EQUITY INCOME FUND




                       STATEMENT OF ADDITIONAL INFORMATION




   
                                                                 , 1998










         This Statement of Additional Information is not a prospectus. It should
be read in conjunction  with the Investor Class Prospectus of Carl Domino Equity
Income Fund dated February 14, 1998, and the Supplement to the Prospectus  dated
________________,  1998,  or the Class A Prospectus of Carl Domino Equity Income
Fund dated __________________, 1998. A copy of either Prospectus can be obtained
by writing the Transfer Agent at 431 N. Pennsylvania  Street,  Indianapolis,  IN
46204, or by calling 1-800-__________.
    














ASA02E77-040698-1


<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION


                                TABLE OF CONTENTS

                                                                           PAGE


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

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

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

         THE INVESTMENT ADVISER.............................................  8
         TRUSTEES AND OFFICERS..............................................  8

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

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

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

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

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

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

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

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


                                                            -1-

<PAGE>



DESCRIPTION OF THE TRUST

   
         Carl Domino  Equity  Income Fund (the "Fund") was organized as a series
of AmeriPrime Funds (the "Trust").  The Trust is an open-end  investment company
established  under the laws of Ohio by an  Agreement  and  Declaration  of Trust
dated August 8, 1995 (the "Trust  Agreement").  The Trust Agreement  permits the
Trustees  to issue an  unlimited  number  of shares of  beneficial  interest  of
separate  series  without  par  value.  The  Fund is one of a  series  of  funds
currently  authorized  by the  Trustees.  The Fund is divided  into two classes,
designated Class A and Investor Class.
    

         Each share of a series  represents an equal  proportionate  interest in
the assets and  liabilities  belonging  to that  series with each other share of
that series and is entitled to such  dividends and  distributions  out of income
belonging to the series as are declared by the Trustees.  The shares do not have
cumulative  voting  rights  or any  preemptive  or  conversion  rights,  and the
Trustees have the authority from time to time to divide or combine the shares of
any series  into a greater or lesser  number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected.  In case of any
liquidation  of a series,  the holders of shares of the series being  liquidated
will be entitled to receive as a class a distribution out of the assets,  net of
the liabilities,  belonging to that series.  Expenses attributable to any series
are  borne by that  series.  Any  general  expenses  of the  Trust  not  readily
identifiable  as belonging to a particular  series are allocated by or under the
direction of the  Trustees in such manner as the  Trustees  determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.

   
         The Fund may  determine  to  allocate  certain of its  expenses  to the
specific class of the Fund's shares to which those expenses are attributable.

     As of April 1, 1998,  the following  persons may be deemed to  beneficially
own five percent (5%) or more of the Fund: Carl Domino Associates Profit Sharing
Trust, 580 Village Boulevard, Suite 225, West Palm Beach, Florida - 23.48%; Carl
Domino IRA, 108 Toteka Circle, Jupiter, Florida - 7.95%; National Financial, 200
Liberty Street, 5th Floor, New York, New York - 8.16%.

     As of April 1, 1998,  Carl  Domino and the Carl  Domino  Associates  Profit
Sharing Trust may be deemed to control the Fund as a result of their  beneficial
ownership of shares of the Fund. As of April 1, 1998,  the officers and trustees
as a group owned less than one percent of the Fund.
    

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

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

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

     A. Equity  Securities.  Equity securities  include common stock,  preferred
stock and common stock equivalents (such as convertible  preferred stock, rights
and warrants). Convertible preferred stock
                                                            -1-

<PAGE>



is  preferred  stock that can be  converted  into common  stock  pursuant to its
terms.  Warrants are options to purchase equity  securities at a specified price
valid for a specific time period.  Rights are similar to warrants,  but normally
have a short duration and are distributed by the issuer to its shareholders. The
Fund may  invest up to 5% of its net assets at the time of  purchase  in each of
the following: rights, warrants, or convertible preferred stocks.
         B.  Repurchase  Agreements.  A  repurchase  agreement  is a  short-term
investment in which the purchaser (i.e., the Fund) acquires  ownership of a U.S.
Government  obligation  (which may be of any  maturity) and the seller agrees to
repurchase the obligation at a future time at a set price,  thereby  determining
the yield during the  purchaser's  holding  period  (usually not more than seven
days from the date of purchase).  Any  repurchase  transaction in which the Fund
engages will require full  collateralization  of the seller's  obligation during
the entire term of the  repurchase  agreement.  In the event of a bankruptcy  or
other  default  of  the  seller,  the  Fund  could  experience  both  delays  in
liquidating  the  underlying  security  and losses in value.  However,  the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered  securities  dealers determined
by the Adviser  (subject to review by the Board of Trustees) to be creditworthy.
The Adviser monitors the  creditworthiness  of the banks and securities  dealers
with which the Fund engages in  repurchase  transactions,  and the Fund will not
invest more than 5% of its net assets in repurchase agreements.

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

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

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

                  Foreign  government  obligations  generally  consist  of  debt
securities  supported by national,  state or provincial  governments  or similar
political units or  governmental  agencies.  Such  obligations may or may not be
backed by the  national  government's  full faith and credit and general  taxing
powers.  Investments in foreign  securities also include  obligations  issued by
international   organizations.   International  organizations  include  entities
designated   or  supported  by   governmental   entities  to  promote   economic
reconstruction or development as well as international  banking institutions and
related   government   agencies.   Examples  are  the  International   Bank  for
Reconstruction  and  Development  (the World Bank),  the European Coal and Steel
Community, the Asian Development Bank and the

                                                            -2-

<PAGE>



InterAmerican  Development Bank. In addition,  investments in foreign securities
may include debt securities  denominated in  multinational  currency units of an
issuer (including international issuers). An example of a multinational currency
unit  is the  European  Currency  Unit.  A  European  Currency  Unit  represents
specified  amounts of the  currencies  of certain  member states of the European
Economic Community, more commonly known as the Common Market.

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

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

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

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

                  (1)  Certificate  of  Deposit.  Certificates  of  deposit  are
         negotiable  certificates  evidencing the  indebtedness  of a commercial
         bank or a savings and loan association to repay funds deposited

                                                            -3-

<PAGE>



         with it for a definite  period of time  (usually  from fourteen days to
         one year) at a stated or variable interest rate.

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

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

         I.  Option  Transactions.  The Fund may  engage in option  transactions
involving  individual  securities and market indices.  An option involves either
(a) the  right  or the  obligation  to buy or sell a  specific  instrument  at a
specific  price until the  expiration  date of the  option,  or (b) the right to
receive payments or the obligation to make payments  representing the difference
between the closing price of a market index and the exercise price of the option
expressed in dollars times a specified multiple until the expiration date of the
option.  Options  are sold  (written)  on  securities  and market  indices.  The
purchaser of an option on a security  pays the seller (the writer) a premium for
the right granted but is not obligated to buy or sell the  underlying  security.
The  purchaser  of an option on a market index pays the seller a premium for the
right  granted,  and in return the seller of such an option is obligated to make
the  payment.  A writer of an  option  may  terminate  the  obligation  prior to
expiration  of the  option by  making an  offsetting  purchase  of an  identical
option.  Options are traded on organized  exchanges and in the  over-the-counter
market.  Options on securities  which the Fund sells (writes) will be covered or
secured,  which  means  that it will  own the  underlying  security  (for a call
option);  will segregate with the Custodian high quality liquid debt obligations
equal to the option  exercise  price (for a put option);  or (for an option on a
stock index) will hold a portfolio of securities  substantially  replicating the
movement of the index (or, to the extent it does not hold such a portfolio, will
maintain a  segregated  account with the  Custodian of high quality  liquid debt
obligations  equal to the market value of the option,  marked to market  daily).
When the Fund writes  options,  it may be required to maintain a margin account,
to pledge the underlying securities or U.S. government obligations or to deposit
liquid high quality debt obligations in a separate account with the Custodian.

         The  purchase  and  writing  of options  involves  certain  risks;  for
example,  the possible  inability to effect  closing  transactions  at favorable
prices and an appreciation limit on the securities set aside for settlement,  as
well as (in the case of options on a stock index)  exposure to an  indeterminate
liability.  The  purchase  of options  limits the Fund's  potential  loss to the
amount of the  premium  paid and can afford the Fund the  opportunity  to profit
from  favorable  movements in the price of an  underlying  security to a greater
extent than if transactions were effected in the security directly. However, the
purchase of an option  could result in the Fund losing a greater  percentage  of
its investment than if the  transaction  were effected  directly.  When the Fund
writes a covered call option, it will receive a premium, but it will give up the
opportunity to profit from a price increase in the underlying security above the
exercise  price as long as its  obligation  as a writer  continues,  and it will
retain the risk of loss should the price of the security decline.  When the Fund
writes a covered put option,  it will receive a premium,  but it will assume the
risk of loss should the price of the underlying security fall below the exercise
price.  When the Fund  writes a covered  put  option on a stock  index,  it will
assume the risk that the price of the index will fall below the exercise  price,
in which case the Fund may be required

                                                            -4-

<PAGE>



to enter into a closing  transaction at a loss. An analogous risk would apply if
the Fund  writes a call option on a stock index and the price of the index rises
above the exercise price.

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

INVESTMENT LIMITATIONS

         Fundamental.  The  investment  limitations  described  below  have been
adopted   by  the  Trust  with   respect   to  the  Fund  and  are   fundamental
("Fundamental"), i.e., they may not be changed without the affirmative vote of a
majority of the  outstanding  shares of the Fund. As used in the  Prospectus and
the Statement of Additional Information,  the term "majority" of the outstanding
shares of the Fund means the lesser of (1) 67% or more of the outstanding shares
of the  Fund  present  at a  meeting,  if the  holders  of more  than 50% of the
outstanding  shares of the Fund are present or represented  at such meeting;  or
(2) more  than 50% of the  outstanding  shares  of the  Fund.  Other  investment
practices which may be changed by the Board of Trustees  without the approval of
shareholders to the extent permitted by applicable law, regulation or regulatory
policy are considered non-fundamental ("Non-Fundamental").

         1. Borrowing Money.  The Fund will not borrow money,  except (a) from a
bank,  provided that immediately after such borrowing there is an asset coverage
of 300% for all  borrowings of the Fund; or (b) from a bank or other persons for
temporary  purposes  only,  provided that such  temporary  borrowings  are in an
amount  not  exceeding  5% of the  Fund's  total  assets  at the  time  when the
borrowing is made. This limitation does not preclude the Fund from entering into
reverse repurchase transactions, provided that the Fund has an asset coverage of
300% for all  borrowings  and  repurchase  commitments  of the Fund  pursuant to
reverse repurchase transactions.

         2. Senior Securities.  The Fund will not issue senior securities.  This
limitation is not  applicable  to  activities  that may be deemed to involve the
issuance  or sale of a senior  security  by the Fund,  provided  that the Fund's
engagement  in  such  activities  is (a)  consistent  with or  permitted  by the
Investment  Company  Act  of  1940,  as  amended,   the  rules  and  regulations
promulgated  thereunder  or  interpretations  of  the  Securities  and  Exchange
Commission or its staff and (b) as described in the Prospectus and the Statement
of Additional Information.

         3.  Underwriting.  The Fund will not act as  underwriter  of securities
issued by other persons.  This  limitation is not applicable to the extent that,
in connection with the disposition of portfolio securities (including restricted
securities),  the  Fund may be  deemed  an  underwriter  under  certain  federal
securities laws.


                                                            -5-

<PAGE>



         4. Real Estate.  The Fund will not  purchase or sell real estate.  This
limitation is not applicable to investments in marketable  securities  which are
secured by or  represent  interests  in real estate.  This  limitation  does not
preclude the Fund from investing in mortgage-related  securities or investing in
companies engaged in the real estate business or that have a significant portion
of their assets in real estate (including real estate investment trusts).

         5. Commodities.  The Fund will not purchase or sell commodities  unless
acquired as a result of  ownership  of  securities  or other  investments.  This
limitation  does not preclude  the Fund from  purchasing  or selling  options or
futures  contracts,  from investing in securities or other instruments backed by
commodities  or from  investing in companies  which are engaged in a commodities
business or have a significant portion of their assets in commodities.

         6. Loans. The Fund will not make loans to other persons,  except (a) by
loaning portfolio securities,  (b) by engaging in repurchase agreements,  or (c)
by  purchasing  nonpublicly  offered  debt  securities.  For  purposes  of  this
limitation,  the term "loans"  shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.

         7.  Concentration.  The Fund will not  invest  25% or more of its total
assets  in  a  particular  industry.   This  limitation  is  not  applicable  to
investments  in  obligations  issued or guaranteed by the U.S.  government,  its
agencies and instrumentalities or repurchase agreements with respect thereto.

         With  respect  to the  percentages  adopted  by the  Trust  as  maximum
limitations  on its  investment  policies and  limitations,  an excess above the
fixed percentage will not be a violation of the policy or limitation  unless the
excess results  immediately and directly from the acquisition of any security or
the action taken.  This  paragraph  does not apply to the  borrowing  policy set
forth in paragraph 1 above.

         Notwithstanding  any  of  the  foregoing  limitations,  any  investment
company, whether organized as a trust, association or corporation, or a personal
holding  company,  may be merged or consolidated  with or acquired by the Trust,
provided  that  if such  merger,  consolidation  or  acquisition  results  in an
investment in the securities of any issuer  prohibited by said  paragraphs,  the
Trust  shall,  within  ninety  days  after  the  consummation  of  such  merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such  portion  thereof as shall bring the total  investment  therein
within  the  limitations  imposed  by said  paragraphs  above  as of the date of
consummation.
     Non-Fundamental.  The following  limitations have been adopted by the Trust
with respect to the Fund and are Non-Fundamental (see "Investment  Restrictions"
above).

         i. Pledging. The Fund will not mortgage,  pledge, hypothecate or in any
manner transfer, as security for indebtedness,  any assets of the Fund except as
may be necessary in  connection  with  borrowings  described in  limitation  (1)
above. Margin deposits,  security interests,  liens and collateral  arrangements
with respect to transactions involving options,  futures contracts,  short sales
and other permitted  investments and techniques are not deemed to be a mortgage,
pledge or hypothecation of assets for purposes of this limitation.

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


                                                            -6-

<PAGE>



         iii.  Margin  Purchases.  The Fund  will  not  purchase  securities  or
evidences of interest  thereon on "margin." This limitation is not applicable to
short term credit  obtained by the Fund for the clearance of purchases and sales
or redemption of securities,  or to  arrangements  with respect to  transactions
involving  options,   futures   contracts,   short  sales  and  other  permitted
investments and techniques.
     iv. Short Sales. The Fund will not effect short sales of securities.

     v.  Options.  The Fund will not  purchase or sell puts,  calls,  options or
straddles, except as described in the Prospectus and the Statement of Additional
Information.
     vi. Repurchase Agreements. The Fund will not invest more than 5% of its net
assets in repurchase agreements.
         vii. Illiquid Investments. The Fund will not invest more than 5% of its
net assets in securities for which there are legal or  contractual  restrictions
on resale and other illiquid securities.

THE INVESTMENT ADVISER

     The Fund's investment adviser is Carl Domino Associates,  L.P., 580 Village
Blvd.,  Suite 225,  West Palm Beach,  Florida  33409.  Carl Domino,  Inc. and CW
Partners may both be deemed to control the Adviser due to their respective share
of ownership of the Adviser.
         Under the terms of the  management  agreement  (the  "Agreement"),  the
Adviser  manages  the Fund's  investments  subject to  approval  of the Board of
Trustees  and pays all of the  expenses  of the Fund  except  brokerage,  taxes,
interest,   fees  and  expenses  of  the  non-interested   person  trustees  and
extraordinary   expenses.  As  compensation  for  its  management  services  and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a
fee  computed  and accrued  daily and paid monthly at an annual rate of 1.50% of
the average  daily net assets of the Fund.  The Adviser may waive all or part of
its fee, at any time,  and at its sole  discretion,  but such  action  shall not
obligate the Adviser to waive any fees in the future. For the period November 6,
1995  (commencement of operations)  through October 31, 1996 and the fiscal year
ended  October 31,  1997,  the Fund paid  advisory  fees of $11,548 and $33,503,
respectively.

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

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

                                                            -7-

<PAGE>



by  applicable  regulatory   authorities,   and  the  overall  return  to  those
shareholders  availing  themselves  of the bank  services  will be lower than to
those  shareholders  who do not.  The  Fund  may  from  time  to  time  purchase
securities  issued by banks which provide such services;  however,  in selecting
investments for the Fund, no preference will be shown for such securities.

TRUSTEES AND OFFICERS

The names of the Trustees and  executive  officers of the Trust are shown below.
Each  Trustee  who is an  "interested  person"  of the  Trust,  a defined in the
Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<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
600 Jefferson Street Suite 350                                         Director of Heritage Trust Company from 1994 to
Houston  70002                                                         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.

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

<PAGE>




         Subject to policies  established by the Board of Trustees of the Trust,
the Adviser is responsible for the Fund's portfolio decisions and the placing of
the Fund's  portfolio  transactions.  In  placing  portfolio  transactions,  the
Adviser seeks the best qualitative  execution for the Fund,  taking into account
such factors as price (including the applicable  brokerage  commission or dealer
spread), the execution capability,  financial  responsibility and responsiveness
of the broker or dealer and the brokerage and research  services provided by the
broker or dealer.  The Adviser  generally seeks favorable  prices and commission
rates that are reasonable in relation to the benefits received.

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

         Research  services  include  supplemental   research,   securities  and
economic  analyses,  statistical  services and  information  with respect to the
availability  of securities or purchasers or sellers of securities  and analyses
of reports concerning  performance of accounts.  The research services and other
information  furnished  by  brokers  through  whom the Fund  effects  securities
transactions  may also be used by the Adviser in servicing  all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients  may be useful to the  Adviser in  connection  with its  services to the
Fund.  Although  research  services and other information are useful to the Fund
and the Adviser,  it is not possible to place a dollar value on the research and
other information  received.  It is the opinion of the Board of Trustees and the
Adviser that the review and study of the research and other information will not
reduce the  overall  cost to the  Adviser of  performing  its duties to the Fund
under the  Agreement.  Due to research  services  provided by brokers,  the Fund
directed to brokers  $2,828,070 of brokerage  transactions (on which commissions
were $3,651) during the fiscal year ended October 31, 1997.

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

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

         For the period November 6, 1995  (commencement  of operations)  through
October 31, 1996 and for the fiscal year ended  October 31, 1997,  the Fund paid
brokerage commissions of $2,617 and $5,317, respectively.

                                                            -9-

<PAGE>




DETERMINATION OF SHARE PRICE

         The price (net asset value) of the shares of the Fund is  determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which  there is  sufficient  trading  in the Fund's  securities  to
materially  affect the net asset value.  The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, 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

Where:            P        =        a hypothetical $1,000 initial investment
                  T        =        average annual total return
                  n        =        number of years
                  ERV               = ending  redeemable value at the end of the
                                    applicable period of the hypothetical $1,000
                                    investment  made  at  the  beginning  of the
                                    applicable period.

The computation  assumes that all dividends and  distributions are reinvested at
the net asset  value on the  reinvestment  dates and that a complete  redemption
occurs at the end of the applicable period.

         The Fund's  investment  performance  will vary  depending  upon  market
conditions,  the composition of the Fund's  portfolio and operating  expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment  companies or
investment vehicles.  The risks associated with the Fund's investment objective,
policies and techniques  should also be  considered.  At any time in the future,
investment  performance may be higher or lower than past performance,  and there
can be no assurance  that any  performance  will  continue.  For the fiscal year
ended October 31, 1997, the Fund's average annual total return was 36.58%.

         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.

                                                           -10-

<PAGE>




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

   
     As of ______________, 1998, Unified Fund Services, Inc. ("Unified"), 431 N.
Pennsylvania  Street,  Indianapolis,  Indiana 46204, 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,  Unified provides the Fund with certain monthly
reports,   record-keeping  and  other  management-related   services.  Prior  to
_______________,   1998,  American  Data  Services,  Inc.,  150  Motor  Parkway,
Hauppauge,  New York 11760 ("ADS") acted as the Fund's transfer  agent.  For the
period November 6, 1995  (commencement  of operations)  through October 31, 1996
and for the fiscal  year ended  October  31,  1997,  ADS  received  $17,600  and
$19,200,  respectively,  from the  Adviser  (not the Fund) for these  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 an
annual audit of the Fund's financial statements and provides financial,  tax and
accounting consulting services as requested.

DISTRIBUTOR

         AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Fund.  The  Distributor  is  obligated  to sell the shares of the Fund on a best
efforts basis only against  purchase  orders for the shares.  Shares of the Fund
are offered to the public on a continuous basis.

FINANCIAL STATEMENTS

   
         The financial  statements and independent  auditor's report required to
be included in the Statement of Additional  Information are incorporated  herein
by reference to the Trust's  Annual Report to  Shareholders  for the fiscal year
ended October 31, 1997.  The Trust will provide the Annual Report without charge
by calling the Fund at 1-800-__________.
    

                                                           -11-

<PAGE>



                                AmeriPrime Funds

PART C.           OTHER INFORMATION

Item 24.          Financial Statements and Exhibits

                  (a)      Financial Statements.

   
                           Included in Part A (Class A Shares):  None.

                           Included in Part A (Investor Class):  Audited
                           Financial Highlights for the fiscal
                           year ended October 31, 1997.
    

                           Included in Part B (Class A Shares): None
                           Included in Part B (Investor Class):

   
                           Financial Statements comprised of the following items
                           are  incorporated  in  the  Statement  of  Additional
                           Information  by  reference  to the  Annual  Report to
                           Shareholders:

                           Report of Independent Accountants.
                           Schedule of Investments, October 31, 1997.
                           Statement of Assets and Liabilities, October 31,1997.
                           Statement of Operations for the period ended 
                             October 31, 1997
                           Statement  of  Changes  in Net  Assets for the period
                           ended October 31, 1997.  Financial Highlights for the
                           period ended October 31, 1997.
                           Notes to Financial Statements.
    

                  (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.
                                                           -12-

<PAGE>



     (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.

   
     (x) Copy of Amendment No. 9 to Registrant's  Declaration of Trust which was
filed as an Exhibit to Registrant's  Post-Effective  Amendment No. 15, is hereby
incorporated by reference.
     (xi) Copy of Amendment No. 10 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.

                                                           -13-

<PAGE>



     (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 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,  which was filed as an Exhibit to
Registrant's   Post-Effective  Amendment  No.  15,  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.

     (xiii) Copy of Registrant's  proposed Management Agreement with Appalachian
Asset  Management,  Inc.,  Advisor to the AAM Equity Fund, which was filed as an
Exhibit to Registrant's  Post-Effective Amendment No. 15, is hereby incorporated
by reference.
                                                           -14-
    

<PAGE>




     (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.
     (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 McCurdy & Associates, C.P.A.'s Inc. is filed herewith.
    

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

     (13) Copy of Letter of Initial Stockholders,  which was filed as an Exhibit
to  Registrant's  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.
                                                           -15-

<PAGE>




     (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 for the Carl  Domino  Equity  Income  Fund is filed
herewith.
    

     (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 (Investor Class)               127
Carl Domino Equity Income Fund (Class A Shares)                          0
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
    

                                                           -16-

<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 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

                                                           -17-

<PAGE>


     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.

     (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
                                                           -18-

<PAGE>



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

     (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.

                                                           -19-

<PAGE>



     (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.

     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.

                                                           -20-

<PAGE>


     (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.

     (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

                                                           -21-

<PAGE>



     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.  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.

                                                           -22-

<PAGE>



     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

                  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.


                                                           -23-

<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 29th 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 29, 1998
    

Gary E. Hippenstiel, Trustee





<PAGE>



                                  EXHIBIT INDEX

                                                                         EXHIBIT

1.       Amendment No. 10 to Declaration of Trust.......................EX-99.B1

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

3.       Rule 18f-3 Plan...............................................EX-99.B18



<PAGE>



                        AmeriPrime Funds Amendment No. 10

                       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  Equity  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


ASA02E29-040398-2



<PAGE>



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         We consent to the use in this  Post-Effective  Amendment  No. 16 to the
AmeriPrime  Funds'  Registration  Statement  on Form  N-1A of our  report  dated
November 17, 1997 on the financial  statements of the  AmeriPrime  Funds and the
Financial Highlights included in the Prospectus and to the references made to us
under  the  caption  "Financial  Highlights"  and  "Auditors"  included  in each
Prospectus  and under the caption  "Accountants"  included in the  Statement  of
Additional Information.


/s/
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April _____, 1998


<PAGE>



                                AMERIPRIME FUNDS
                   MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
                     FOR THE CARL DOMINO EQUITY INCOME FUND

     This Multiple  Class Plan (the "Plan") is adopted in  accordance  with Rule
18f-3 (the "Rule")  under the  Investment  Company Act of 1940,  as amended (the
"Act") by the  AmeriPrime  Funds (the  "Trust") on behalf of Carl Domino  Equity
Income  Fund,  a series of the Trust.  A majority of the  Trustees,  including a
majority of the Trustees who are not interested persons of the Trust (as defined
in the Act),  having  determined  that the Plan is in the best interests of each
class of the Fund individually, the Fund and the Trust as a whole, have approved
the Plan.

     The provisions of the Plan are:

     1. General  Description Of Classes.  Each class of shares of the Fund shall
represent  interests in the same  portfolio of  investments  of the Fund.  There
currently are two classes designated: Class A and Investor Class.

              a.      Class A shares of the Fund are offered and sold subject to
                      a maximum initial sales charge of 4.75%. The initial sales
                      charge  for the  Class A shares  of the Fund may be waived
                      for certain eligible purchasers, as may be determined from
                      time to time by the Trustees of the Trust.  Class A shares
                      of the Fund acquired through  reinvestment of dividends or
                      distributions of short term or long term capital gains are
                      not subject to the initial sales charge.

              b.      Investor  Class  shares are  offered and sold at net asset
                      value  without  an  initial  sales  charge  or  contingent
                      deferred sales charge.

     2.       Expense Allocations To Each Class.

              a.      Certain expenses may be attributable to a particular class
                      of shares of the Fund ("Class  Expenses").  Class Expenses
                      are  charged  directly to net assets of the class to which
                      the  expense  is  attributed  and are  borne on a pro rata
                      basis  by the  outstanding  shares  of that  class.  Class
                      Expenses may include:

                      (i)  expenses  incurred  in  connection  with a meeting of
                      shareholders; (ii) litigation expenses; (iii) printing and
                      postage expenses of shareholders reports, prospectuses and
                      proxies to current shareholders of a specific class;
                      (iv)     expenses of administrative personnel and  
                               services required to support the shareholders of
                               a specific class;
                      (v)  transfer   agent  fees  and   shareholder   servicing
                      expenses;  and (vi) such  other  expenses  incurred  by or
                      attributable to a specific class.


ASA02EFD-040198-0


<PAGE>



              b.      All other expenses of the Fund are allocated to each class
                      on the  basis  of the net  asset  value  of that  class in
                      relation   to  the   net   asset   value   of  the   Fund.
                      Notwithstanding the foregoing,  the distributor or adviser
                      of the  Fund may  waive or  reimburse  the  expenses  of a
                      specific  class or classes to the extent  permitted  under
                      the Rule.

     3. Class Designation. Subject to the approval by the Trustees of the Trust,
the Fund may alter the  nomenclature  for the designations of one or more of its
classes of shares.

     4.       Additional Information. This plan is qualified by and subjected to
              the terms of the then current  Prospectus for the applicable class
              of shares; provided,  however, that none of the terms set forth in
              any such Prospectus  shall be inconsistent  with the terms of this
              Plan.  The   Prospectus   for  each  class   contains   additional
              information   about  the  class  and  the  Fund's  multiple  class
              structure.

     5.       Effective Date. This Plan is effective on April 7, 1998. This Plan
              may be  terminated  or amended  at any time by a  majority  of the
              Trustees,  including  a  majority  of the  Trustees  who  are  not
              interested persons of the Trust (as defined in the Act).


<PAGE>








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