AMERIPRIME FUNDS
497, 1998-07-15
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 THE JUMPER STRATEGIC ADVANTAGE FUND

PROSPECTUS                                                         July 15, 1998

                                One Union Square
                                    Suite 505
                              Chattanooga, TN 37402

               For Information, Shareholder Services and Requests:
                                 (888) 879-5723


The Jumper  Strategic  Advantage Fund (AFund@) seeks a greater total return than
may generally be earned in money market funds while  attempting to limit general
market risk.  The Fund is not a money market fund, an investment in the Fund may
be subject to losses, and the Fund's net asset value per share will fluctuate.

The Advisor  will manage a portfolio  consisting  primarily  of short term fixed
income  securities,  underlying funds commonly referred to as Ahedge funds,@ and
"market  neutral" mutual funds. The underlying funds are not subject to the same
regulatory oversight and investment restrictions that mutual funds are.

The Fund may be suitable for  sophisticated  investors  wishing to limit general
market risk but willing to accept security  selection risk for an opportunity to
achieve a total return  exceeding  that earned by money  market funds  investing
primarily in investment grade cash  instruments.  The Fund may experience losses
if the Advisor is not successful in limiting market risk, selecting  appropriate
securities to purchase and appropriate  securities to sell short,  and selecting
appropriate  underlying  funds and mutual funds to invest in. In  addition,  the
Fund may employ certain strategic investment  strategies which could also expose
the Fund to losses.

The Jumper Strategic Advantage 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 a separate  series of AmeriPrime  Funds,  an open-end  management  investment
company, and is distributed by AmeriPrime Financial Securities, Inc.

This Prospectus  provides the  information a prospective  investor ought to know
before  investing  and should be retained for future  reference.  A Statement of
Additional   Information  has  been  filed  with  the  Securities  and  Exchange
Commission  dated July 15, 1998,  which is incorporated  herein by reference and
can be obtained  without  charge by calling the Fund at the phone number  listed
above.


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

ASA03058-061898-0


<PAGE>


SUMMARY OF FUND EXPENSES

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

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

Shareholder Transaction Expenses

Sales Load Imposed on Purchases                      None
Sales Load Imposed on Reinvested
Dividends                                            None
Deferred Sales Load                                  None
Redemption Fees                                      None
Exchange Fees                                        None

Annual Fund Operating Expenses (as a percentage of average net assets)1
Management Fees                                      0.75%
12b-1 Charges                                        None
Other Expenses2                                      0.00%
Total Fund Operating Expenses                        0.75%

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

2        The Fund  estimates  that  other  expenses  (fees and  expenses  of the
         trustees who are not "interested  persons" as defined in the Investment
         Company  Act) will be .00032 of 1% of average  net assets for the first
         fiscal year.

         The tables  above are  provided to assist an investor in  understanding
the direct and indirect  expenses that an investor may incur as a shareholder in
the Fund.

Example

     You would pay the following expenses on a $1,000  investment,  assuming (1)
5% annual return and (2) redemption at the end of each time period:

         1 year ...........................................$ 8
         3 years ..........................................$24


<PAGE>


THE FUND

         The Jumper  Strategic  Advantage  Fund (the "Fund") was  organized as a
series of AmeriPrime  Funds,  an Ohio business trust (the "Trust"),  on February
26, 1998,  and commenced  operations on July 15, 1998.  This  prospectus  offers
shares  of the  Fund and  each  share  represents  an  undivided,  proportionate
interest in the Fund.  The  investment  advisor to the Fund is The Jumper Group,
Inc. (the "Advisor").

INVESTMENT OBJECTIVE

         The Fund seeks a greater  total return than may  generally be earned in
money market funds while  attempting to limit general  market risk.  The Fund is
not a money market fund, an investment in the Fund may be subject to losses, and
the Fund's net asset value per share will fluctuate.  Of course, there can be no
assurance that the Fund will achieve its investment objective.

         The Advisor will manage a portfolio  consisting primarily of short term
fixed income securities, underlying funds commonly referred to as Ahedge funds,@
and "market  neutral"  mutual funds. A market neutral fund is a mutual fund that
pursues a market  neutral  investment  strategy.  The  underlying  funds are not
subject to the same regulatory oversight and investment restrictions that mutual
funds are.

         The Fund may be suitable for  sophisticated  investors wishing to limit
general  market  risk but  willing  to  accept  security  selection  risk for an
opportunity  to achieve a total  return  exceeding  that earned by money  market
funds investing in investment  grade cash  instruments.  The Fund may experience
losses if the Advisor is not  successful  in  limiting  market  risk,  selecting
appropriate securities to purchase and appropriate securities to sell short, and
selecting appropriate underlying funds and mutual funds to invest in.

         The Fund's investment  strategies and portfolio investments will differ
from those of most other mutual funds.  The Advisor seeks rigorously to identify
favorable investment  opportunities in underlying funds that other investors may
not have identified and may be unable to invest in..

         During normal market conditions the Fund invests primarily in domestic,
investment  grade,  short-term  fixed income  securities  and  underlying  funds
pursuing  market  neutral  investment  strategies  (or which when  combined in a
portfolio  the  Advisor  believes  will  result  in  market  neutrality  for the
underlying  funds)(see  "Market  Neutral  Investing"  below).  The Fund may also
invest  without  limitation  in  other  mutual  funds  pursuing  market  neutral
investment  strategies.  The Advisor  may seek to further the Fund's  investment
objectives by engaging in strategic investment techniques.

INVESTMENT STRATEGY

         The Fund's  investment  portfolio  is built  around a core of  selected
underlying  funds and market  neutral mutual funds selected by the Advisor based
upon their ability to perform well in any market  environment;  including rising
or  falling  stock  markets  and  rising or  falling  interest  rates.  The Fund
anticipates  that the underlying funds selected as core investments will be held
long  term  and  substantially  contribute  to  the  Fund's  gains  and  losses.
Underlying  funds and market neutral  mutual funds selected as core  investments
may seek to achieve market neutrality through the use of strategic transactions,
including  short  selling,  futures  contracts,  and options.  The Fund may also
invest  in  underlying  funds  which do not  directly  pursue  a market  neutral
strategy,  but which may contribute to the Fund's overall market neutrality when
added  to the  Fund's  existing  portfolio.  Due to legal  limitations,  product
availability,  pricing issues, and the need to maintain adequate liquidity,  the
Fund may be limited in the amount of its assets  which it may invest in suitable
underlying funds.

         In addition to the core of selected underlying funds and market neutral
mutual funds, the Fund will generally  invest in short-term  (maturing or having
coupons  which  reset in three  years or less)  investment  grade  fixed  income
securities  including,  but  not  limited  to,  securities  issued  by the  U.S.
Government or its agencies,  commercial paper, certificates of deposit, floating
rate securities,  asset-backed securities,  and repurchase agreements.  The only
fixed income  securities  which the Fund will invest in are those earning one of
the four highest ratings by Moody's Investor's  Services (Aaa, Aa, A, Baa) or by
Standard & Poor's  Corporation  (AAA,  AA, A,  BBB),  or if unrated by either of
these services,  which the Advisor believes to be of comparable  credit quality.
Investments in the fourth credit category may have  speculative  characteristics
and,  therefore,  may involve higher risks. If a fixed income security which the
Fund owns is downgraded  below investment  grade,  then the Fund will dispose of
the  security in an orderly  fashion,  unless the Board of  Trustees  finds that
disposal of the security  would not be in the best  interests  of the Fund.  The
Fund's  investments  in short term fixed  income  securities  will be subject to
market risk (if interest  rates  increase,  the value of those  securities  will
decrease).

         The Fund may also engage in  strategic  transactions  using  derivative
securities  designed to preserve  principal,  hedge  market risks or enhance the
market neutrality of the Fund.

         Market Neutral  Investing.  The goal of market neutral  investing is to
achieve  consistent  real returns which are indifferent to stock and bond market
direction,  usually by simultaneously  establishing equal weightings in long and
short  positions.  If  successful,  investors  will earn a total return which is
approximately  1% (100 basis points) above that earned on general  purpose money
market funds, regardless of whether the general markets rise or fall. Because of
its  investments  in short term fixed  income  securities,  the Fund will not be
entirely market neutral.

         A  market  neutral  investment  strategy  is not  risk  free.  While an
investor's  returns  would not be  influenced by the rise or fall of the general
market,  the  investor  would  experience  gains or  losses  depending  upon the
manager's ability to purchase a portfolio of long securities which will increase
in value more (or decline less) than a companion  portfolio of securities  which
the manager has sold short.

         The typical investor owning a diversified portfolio of stocks and bonds
experiences  both general market risk and security  selection  risk. The typical
investor  makes  money when the  general  market  rises and loses money when the
general  market  falls.  This is general  market  risk.  A manager's  success or
failure to select  specific  stocks and bonds which will  outperform the general
market is security selection risk.

         The market neutral  investor seeks to limit market risk and retain only
security  selection risk. The investor's  gains or losses will depend not on the
direction of the general  market but upon the  manager's  ability to construct a
portfolio of long securities which will increase in value more (or decline less)
than a companion  portfolio of securities  which the manager has sold short.  If
the  manager  is  not  successful,  then  the  investor  may  experience  losses
regardless of whether the general market is rising or falling.

         The market neutral  investor must also accept the risk that the manager
will not be able to maintain a market neutral  portfolio.  If the manager is not
successful  in balancing the long and short  portfolios,  then the investor will
experience  gains or losses as the general market rises or falls. If the general
market were rising and the long portfolio were overweighted,  the investor would
experience  gains.  Conversely,  if the general market were rising and the short
portfolio  were  overweighted,  the investor  would  experience  losses.  If the
general  market were  falling  then the  investor's  gains and losses based upon
whether the long or short portfolio were overweighted would be reversed.

         Maintaining long and short portfolios equal in value requires  constant
vigilance by the manager.  Adjusting the portfolios may lead to higher turnover,
leading to increased  brokerage  commissions,  short term gains and losses,  and
potentially  taxes due on net capital  gains.  All of these factors may decrease
the Fund's total return.

         The  success  of a market  neutral  investment  strategy  depends  upon
correctly  assessing  the  future  course of a  relationship  between  the price
movement  of  securities  purchased  long  and  those  sold  short.  There is no
assurance  that either the Advisor,  or the  underlying  funds in which the Fund
invests will be able to do so. While the Fund  generally  will attempt to remain
market neutral,  a substantial risk remains that such techniques will not always
be possible to  implement,  and when  possible,  will not always be effective in
limiting  losses.  There can be no assurance the Fund will be able to outperform
money market funds or that the Fund will avoid losses. In addition, it should be
noted that the Advisor has not previously  managed assets  organized as a mutual
fund,  that  the  Advisor  has not  previously  managed  accounts  investing  in
underlying  funds  and that the Fund has no  operating  history.  Rates of total
return quoted by the Fund may be higher or lower than past quotations, and there
can be no assurance that any rate of total return will be maintained.

         Underlying  funds.  The Fund may invest in domestic and foreign  pooled
investment  companies  which  invest  principally  in domestic  fixed income and
equity  securities.  Underlying funds are sometimes referred to as Ahedge funds@
or  Aoffshore  funds@.  Underlying  funds are  usually  structured  to avoid the
regulatory review which mutual funds are subject to. The Fund will not invest in
underlying funds which invest primarily in commodities,  foreign securities,  or
currencies.  While most underlying funds selected by the Advisor are expected to
pursue  market  neutral  investment  strategies,  the Fund may  invest  in other
underlying funds which do not pursue market neutral investment  strategies which
may contribute to the Fund's overall market  neutrality when added to the Fund's
existing portfolio. Underlying funds are prohibited from publicly advertising in
the United States and may be purchased directly only by wealthy  individuals and
institutional investors.  Underlying funds typically impose restrictions on when
an investor may redeem its  interests  and no organized  public market exists to
dispose  of the  interests.  Like  other  illiquid  securities,  investments  in
underlying  funds are more  difficult to value than are  traditional  stocks and
bonds.  The  Fund  has  established   special   valuation   procedures   dealing
specifically with underlying funds.

         Underlying funds are not subject to many of the investment  limitations
imposed by federal law on mutual funds and thus may engage in a broader array of
investment  strategies.  These  investment  strategies may include,  but are not
limited to,  leveraging,  lack of  diversification,  extensive use of derivative
securities,  investments  in foreign  markets,  and rapid  trading of  portfolio
securities.  This greater  flexibility  increases both the potential returns and
risks of investments in underlying funds.

         Much of the success of the Fund will depend on the Advisor's ability to
identify and invest in underlying  funds which will  successfully  pursue market
neutral  investment  strategies and deliver the desired total returns.  The Fund
may invest either in established  underlying  funds or in underlying funds which
have  recently  been formed and have not yet  established  a track  record.  The
Advisor will select underlying funds based upon its assessment of the investment
strategies  pursued by those  funds.  However,  there is no  assurance  that the
underlying  funds  selected  will  perform  up to  the  Advisor's  expectations.
Moreover,  the  underlying  funds  may not  continue  to pursue  the  investment
strategies  which the Advisor  believed  they would when making the  decision to
invest.

         Underlying  funds often pay their  advisers  an  advisory  fee which is
based  upon the  fund's  performance.  The  adviser  is  rewarded  for  superior
performance by receiving  higher fees.  These fees may be  substantially  higher
than those typically  earned by mutual fund advisers.  The return which the Fund
earns on its  investment in  underlying  funds will be reduced by fees which the
underlying funds pay to their advisers.  To the extent that the Fund invests its
assets in underlying funds, Fund shareholders will be paying an additional layer
of advisory fees.

         Most domestic  underlying  funds are organized as limited  partnerships
which  issue both  limited  and  general  partnership  interests.  Many  foreign
underlying  funds, and some domestic  underlying funds are organized as business
trusts,  corporations,  or other legal  entities.  When  investing in underlying
funds, the Fund only purchases the limited interest of a limited partnership (or
the equivalent  interest in a business  trust or other  entity),  which provides
some  protection  in  the  event  the  particular  underlying  fund  experiences
financial difficulties.

         Underlying funds typically impose  restrictions on when an investor may
redeem its  interests  and no organized  public  market exists to dispose of the
interests. As a result investments in underlying funds are usually illiquid. The
Fund  limits  its  total  investments  in  all  illiquid  securities,  including
underlying funds (and over the counter options),  to no more than 15% of its net
assets. The Fund may negotiate redemption privileges with underlying funds which
improve their liquidity. If such redemption privileges are negotiated,  the Fund
may treat investments in such underlying funds as liquid investments pursuant to
liquidity  procedures which are periodically  reviewed by the Board of Trustees.
Subject  to  liquidity  requirements,  the Fund  could  invest up to 100% of its
assets  in  underlying  funds if it did not  purchase  more than 3% of the total
market value of any single  underlying  fund. If,  however,  the Fund desires to
make  a  more  substantial  investment  in  a  smaller  underlying  fund,  then,
immediately  after the purchase of an interest in a smaller  underlying fund the
Fund will not:

         (i) own more than 3% of the total outstanding  voting securities of the
underlying fund (the Fund typically  purchases  limited  partnership  interests,
which do not have voting rights):

         (ii)  invest  more than 5% of its total  assets in a single  underlying
fund; or

         (iii) invest more than 10% of its total assets in all underlying  funds
combined .

         In  addition,  the Fund is  subject  to the  portfolio  diversification
requirements described later in this prospectus.

         Leveraging.  Despite the  relatively  small  investment  in  underlying
funds, the Advisor expects that they will have a disproportionate  impact on the
Fund's  investment  performance due to the highly leveraged nature of underlying
funds'  investment  strategies.  The investment  results earned by the Fund will
depend in a large  degree  upon the  Advisor's  ability  to  select  appropriate
underlying funds.

         Long-Term Fixed Income Securities and Equity Securities. While the Fund
will not invest  directly in long-term  fixed income or equity  securities,  the
underlying  funds in which the Fund  invests will own these  securities  and the
Fund will be  exposed  to market  risk.  Investment  in fixed  income and equity
securities  are  subject to  inherent  market  risks  beyond the  control of the
Advisor or the underlying funds. As a result,  the return and net asset value of
the Fund will fluctuate.

          The  underlying  funds may invest in an  unlimited  array of  domestic
fixed income securities  including U.S. Government and agency bonds,  investment
grade and non-investment  grade corporate bonds,  asset-backed  securities,  and
lower rated fixed income  securities  (AJunk Bonds@).  Fixed income  securities,
including  both  investment  grade and high yield  bonds,  are  subject to price
fluctuations  based on  changes  in the  level of  interest  rates,  which  will
generally  result  in  these  securities  changing  in  price  in  the  opposite
direction.  That is, these securities will experience appreciation when interest
rates  decline  and will  depreciate  when  interest  rates rise.  In  addition,
specific  fixed income  securities  are subject to many other  risks,  including
pre-payment  risks for  asset-backed  securities,  call risk for callable bonds,
credit downgrades for corporate bonds, and default risk for Junk Bonds.

         The  underlying  funds may  invest in an  unlimited  array of  domestic
equity securities  including common stock,  preferred stock,  convertible stocks
and bonds,  and warrants to purchase equity  securities.  Equity  securities may
fluctuate  in value  due to  earnings,  economic  conditions,  quality  ratings,
interest rates and other factors.  For example, an underlying fund may invest in
small companies.  Small companies present special risks,  including difficulties
in  obtaining  the capital  necessary  to continue in  operation  and may become
insolvent,  which  may  result  in a  complete  loss  of the  underlying  fund's
investment  in  such  companies.  Or an  underlying  fund  may  purchase  equity
securities in private placements,  making it difficult to dispose of shares when
it may otherwise be advisable.

         Foreign  Securities.  The Fund invests in underlying funds which invest
principally in domestic fixed income and equity securities. The underlying funds
may  invest a portion  of their  assets in foreign  securities.  Investments  in
foreign securities, whether in emerging or more developed countries, are subject
to risks and uncertainties not typically associated with investments in domestic
securities.  These risks and  uncertainties  include currency exchange rates and
exchange control  regulations,  less publicly available  information,  different
accounting  and  reporting  standards,  less liquid  markets  and more  volatile
markets,  higher  brokerage  commissions  and other  fees,  the  possibility  of
nationalization or expropriation,  confiscatory taxation,  political instability
and less protection provided by the judicial system.

         Market Neutral Mutual Funds.  The Fund may invest in other mutual funds
that pursue market  neutral  investment  strategies.  Much of the success of the
Fund will depend on the Advisor's  ability to identify market neutral funds that
will successfully  pursue market neutral  investment  strategies and deliver the
desired total  returns.  As is the case with the underlying  funds,  there is no
assurance  that the mutual funds  selected will perform well, or that the mutual
funds  will  continue  to pursue the  investment  strategies  which the  Advisor
believed  they would when making the  decision to invest.  If the Fund  acquires
securities of another mutual fund, the  shareholders of the Fund will be subject
to additional management fees and expenses.

         Repurchase Agreements.  Repurchase Agreements are agreements by which a
person obtains a security and  simultaneously  commits to return the security to
the seller at an agreed upon price  (including  principal  and  interest)  on an
agreed  upon  date  within a number  of days  from  the  date of  purchase.  The
custodian or its agent will hold the security as collateral  for the  repurchase
agreement.  Collateral  must be  maintained at a value at least equal to 102% of
the purchase  price.  The Fund bears a risk of loss in the event the other party
defaults on its  obligations and the Fund is delayed or prevented from its right
to dispose of the  collateral  securities  or if the Fund realizes a loss on the
sale  of  the  collateral  securities.  The  Fund  will  enter  into  repurchase
agreements  on behalf of the Fund only  with  financial  institutions  deemed to
present  minimal risk of bankruptcy  during the term of the  agreement  based on
guidelines established and periodically reviewed by the Advisor.

         Strategic Investments.  Both the Fund and the underlying funds may, but
are not required to, use various other investment strategies as described below.
These  strategies  are  generally   accepted  as  modern  portfolio   management
techniques and are regularly  used by many mutual funds and other  institutional
investors.  Techniques and  instruments  may change over time as new instruments
and strategies are developed or regulatory  changes occur.  While pursuing these
investment  strategies,  the Fund may  purchase  and  sell  exchange-listed  and
over-the-counter  put and call options on  securities,  equity and  fixed-income
indexes and other financial  instruments;  and financial  futures  contracts and
options thereon. In addition, the Fund may borrow securities and sell them short
to hedge against rising interest rates.  Collectively,  all the above, and other
transactions   involving   derivative   instruments,    are   called   strategic
transactions.

         The Fund, and the underlying  funds in which the Fund invests a portion
of  its  assets,  may  engage  in  strategic   transactions  for  hedging,  risk
management,  or  portfolio  management  purposes,  or in an attempt to  increase
investment  returns.  Strategic  transactions  may be used to attempt to protect
against  possible  changes in the market value of  securities  held in, or to be
purchased for, the portfolio.  Such changes may result from  securities  markets
fluctuations.   Strategic  transactions  may  be  used  to  attempt  to  protect
unrealized gains or prevent losses in the value of its portfolio securities,  or
to establish a position using strategic  transactions as a temporary  substitute
for  purchasing  or selling  particular  securities.  When used in an attempt to
increase investment returns,  strategic transactions may result in leveraging of
the Fund's exposure to market  fluctuations,  increasing the likelihood that the
Fund may incur a loss on the transaction.

         Short-selling  exposes the seller to unlimited risk with respect to the
security  sold  short due to the lack of an upper  limit on the price to which a
security can rise. The ability of the Fund to use these  strategic  transactions
successfully  will depend upon the Advisor's ability to predict pertinent market
movements,  which  cannot be assured.  Engaging in strategic  transactions  will
increase  transaction  expenses  and  may  result  in a loss  that  exceeds  the
principal invested in the transaction. The Fund may sell short up to 100% of its
net assets. When selling securities short,  regulatory  requirements require the
Fund segregate liquid marketable  securities on its books or with its custodian.
A detailed description of segregation  requirements is provided in the Statement
of Additional Information.

         Among other  risks,  futures  contracts  and options may not  correlate
perfectly with the underlying  security,  resulting in an imperfect hedge; and a
secondary  market may not always  exist for the Fund's  investments  in options,
making  it  difficult  or  impossible  for the Fund to  dispose  of the  futures
contract or option without recognizing a significant loss.

OTHER INVESTMENT PRACTICES AND LIMITATIONS

         Temporary  Defensive  Investments.  For  temporary  defensive  purposes
during  periods that, in the  Advisor's  opinion,  present the Fund with adverse
changes in the economic,  political or securities markets,  the Fund may seek to
protect the capital value of its assets by  temporarily  investing up to 100% of
its assets in short-term debt instruments  including treasury bills,  investment
grade commercial paper, certificates of deposit, or repurchase agreements.
          Portfolio Turnover.  The length of time the Fund has held a particular
security is not generally a  consideration  in investment  decisions.  It is the
policy  of the Fund to  effect  portfolio  transactions  without  regard  to its
holding  period  if, in the  judgment  of the  Advisor,  such  transactions  are
advisable.   Portfolio  turnover  generally  involves  some  expense,  including
brokerage commissions, dealer mark-ups or other transaction costs on the sale of
securities  and  reinvestment  in other  securities.  Such  sales may  result in
realization of taxable capital gains. The portfolio  turnover of the Fund is not
expected to exceed  100%,  but  volatile  market  conditions  may lead to a much
higher portfolio turnover rate.

         Borrowing and Leverage.  As a fundamental policy that cannot be changed
without a vote by  shareholders,  the Fund may borrow up to 33 1/3% of its total
assets  (reduced by the amount of all liabilities  and  indebtedness  other than
such  borrowings)  when deemed  desirable or  appropriate  by the Advisor.  Such
borrowing  may be  used  either  to  meet  redemption  requests  or to  purchase
additional portfolio securities,  thereby leveraging the Fund's investments.  At
such times,  the Fund'  investment  portfolio may appreciate or depreciate  more
rapidly than an unleveraged portfolio. The Fund will pay interest upon the money
it borrows which will increase its operating expenses. Moreover, the Fund may be
forced to sell portfolio  securities at unfavorable prices in order to repay the
borrowed money.

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  (usually 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.

         The Funds'  portfolio  of  securities  are valued  primarily  on market
quotations, where available.  Securities for which current market quotations are
not readily  available,  including the current market value of underlying funds,
are valued at fair value as determined  in good faith by procedures  approved by
the Funds' board of trustees.  Short-term  investments maturing in sixty days or
less are valued at amortized cost, which approximates fair market value.

HOW TO INVEST IN THE FUND

         Shares of the Fund are sold on a continuous  basis,  and you may invest
any  amount  you  choose,  as often as you wish,  subject  to a minimum  initial
investment of $5,000  ($2,000 for IRAs and other  retirement  plans) and minimum
subsequent  investments of $100.  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 The Jumper  Strategic  Advantage  Fund,  and sent to the address
listed below.

U.S. Mail:                               Overnight:
The Jumper Strategic Advantage Fund      The Jumper Strategic Advantage Fund
c/o Unified Fund Services, Inc.          c/o Unified Fund Services, Inc.
P.O. Box 6110                            431 North Pennsylvania Street
Indianapolis, Indiana  46204-6110        Indianapolis, Indiana  46204

Your  purchase  of shares of the Fund will be  effected  at the next share price
calculated after receipt of your investment.

         By Wire - You may also  purchase  shares of the Fund by wiring  federal
funds from your bank, which may charge you a fee for doing so. If money is to be
wired,  you must call the Transfer Agent at  888-879-5723 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:  The Jumper Strategic Advantage Fund
                           D.D.A. # 488920992
                           Account Name _________________  (write in shareholder
                           name)  For the  Account  #  ______________  (write in
                           account number)

         You are required to mail a signed  application  to the Custodian at the
above address in order to complete your initial wire purchase.  Wire orders will
be accepted only on a day on which the Fund,  Custodian  and Transfer  Agent are
open for business.  A wire purchase will not be considered  made until the wired
money is received and the purchase is accepted by the Fund. Any delays which may
occur in wiring  money,  including  delays which may occur in  processing by the
banks, are not the responsibility of the Fund or the Transfer Agent.  Shares may
be purchased through a broker dealer or other financial  institution  authorized
by the  Distributor  to hold  shares in an  omnibus  account.  Investors  may be
charged a fee by the  broker  dealer  or other  financial  institution  for this
service. 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 The Jumper  Strategic  Advantage  Fund and should be sent to the
Custodian's address. A bank wire should be sent as outlined above.

Tax Sheltered Retirement Plans

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

Other Purchase Information

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

HOW TO REDEEM SHARES

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

                  The Jumper Strategic Advantage Fund
                  c/o Unified Fund Services, Inc.
                  P.O. Box 6110
                  Indianapolis, Indiana  46204-6110

         "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 Unified Fund  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 (888)  879-5723.  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 (888) 879-5723.  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 $5,000 due to  redemption,  or such other
minimum  amount  as the Fund may  determine  from time to time.  An  involuntary
redemption  constitutes a sale. You should  consult your tax adviser  concerning
the tax consequences of involuntary redemptions.  A shareholder may increase the
value of his or her shares in the Fund to the minimum  amount  within the 30 day
period. Each share of the Fund is subject to redemption at any time if the Board
of Trustees determines in its sole discretion that failure to so redeem may have
materially adverse consequences to all or any of the shareholders of the Fund.


DIVIDENDS AND DISTRIBUTIONS

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

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

TAXES

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

         For  federal  income  tax  purposes,  dividends  paid by the Fund  from
ordinary  income are  taxable to  shareholders  as ordinary  income,  but may be
eligible in part for the dividends received deduction for corporations. Pursuant
to the Tax Reform Act of 1986 (the "Tax Reform Act"),  all  distributions of net
capital gains to individuals are taxed at the same rate as ordinary income.  All
distributions  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.

PERFORMANCE INFORMATION

         The Fund may advertise  information regarding its performance including
its "yield",  "average annual total return", and "total return". The performance
figures  are based upon  historical  results  and are not  intended  to indicate
future performance.

         The  "yield" of the Fund is computed  by  dividing  the net  investment
income per share (a defined in  applicable  regulations  of the  Securities  and
Exchange Commission) during a specified 30-day period by the net asset value per
share on the last day of such period.  Yield is an annualized figure, in that it
assumes  that the same  level  of net  investment  income  is  generated  over a
one-year period. The yield formula annualizes net investment income by providing
for semi-annual compounding.

         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 "total return" of the Fund refers to the compounded  rate of return
over a stated  period  that  would  equate an  initial  amount  invested  at the
beginning of the period to the ending  redeemable  value of the investment  over
various periods. Total return is not annualized. The computation of total return
assumes no activity in the account  other than  reinvestment  of  dividends  and
capital gains distributions.  In addition, a table showing the performance of an
assumed investment of $10,000 may be used from time to time.

         The Fund may also include in advertisements data comparing  performance
with  other  mutual  funds,   including  money  market  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  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 cash
equivalent  market in general.  For example,  the Fund may use the Donahue Money
Market Index, 90 day treasury bills, or other money market index published by an
independent third party.

         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.

                              OPERATION OF THE FUND

         The Fund is a  diversified  series of  AmeriPrime  Funds,  an  open-end
management  investment  company organized as an Ohio business trust on August 8,
1995. The Board of Trustees supervises the business activities of the Fund. Like
other  mutual  funds,   the  Fund  retains  various   organizations  to  perform
specialized  services.  The Fund retains The Jumper Group, Inc. One Union Square
Suite  505,  Chattanooga,   TN  37402  (the  "Advisor")  to  manage  the  Fund's
investments.  The Advisor is an  independent  investment  advisor that  provides
fixed income  management for both taxable and  tax-exempt  clients and currently
manages  approximately $75 million in assets.  The Fund is the first mutual fund
managed by the Advisor. The Advisor is a Tennessee corporation controlled by Jay
Colton Jumper, the President,  Director and sole shareholder of the Advisor. Mr.
Jumper is primarily  responsible  for the  day-to-day  management  of the Fund's
portfolio.  Mr. Jumper has served as the Advisor's  Chairman and President since
its founding in 1994. Mr. Jumper served with SunTrust Banks from 1988 to 1994 as
a Senior Trust  Investment  Officer.  Since  January,  1994, Mr. Jumper has been
president of The Jumper Group, Inc.

         The Fund is  authorized  to pay the Advisor a fee equal to 0.75% of its
average daily net assets.  The Advisor pays all of the operating expenses of the
Fund except  brokerage,  taxes,  interest,  fees and expenses on  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,  including  transfer agency,
pricing, custodial,  auditing and legal services, and general administrative and
other operating expenses are paid by the Advisor.

         The   Fund   retains   AmeriPrime   Financial   Services,   Inc.   (the
"Administrator") to manage the Fund's business affairs and provide the Fund with
administrative services, including all regulatory reporting and necessary office
equipment,  personnel and facilities.  The Administrator  receives a monthly fee
from the Advisor 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  Advisor  will  reimburse  the
Administrator for  organizational  expenses advanced by the  Administrator.  The
Fund  retains  Unified  Fund  Services,  Inc.,  431 North  Pennsylvania  Street,
Indianapolis,  Indiana 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.

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

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.

         Shareholder  Rights. Any Trustee of the Trust may be removed by vote of
the shareholders  holding not less than two-thirds of the outstanding  shares of
the Trust.  The Trust  does not hold an annual  meeting  of  shareholders.  When
matters are submitted to shareholders  for a vote, each  shareholder is entitled
to one vote for each whole  share he owns and  fractional  votes for  fractional
shares he owns. All shares of the Fund have equal voting rights and  liquidation
rights. Prior to the offering made by this Prospectus,  Jay Jumper purchased for
investment all of the  outstanding  shares of the Fund. As a result,  Jay Jumper
may be deemed to control the Fund.


Investment Advisor                   Administrator

The Jumper Group, Inc.               AmeriPrime Financial Services, Inc.

One Union Square, Suite 505          1793 Kingswood Drive, Suite 200

Chattanooga, TN 37402                Southlake, Texas  76092



Custodian                            Distributor

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

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

Cincinnati, Ohio  45202              Southlake, Texas  76092



Transfer Agent (all purchases and    Independent Auditors

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

Unified Fund Services, Inc.          27955 Clemens Road

431 North Pennsylvania Street        Westlake, Ohio  44145

Indianapolis, Indiana  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.
<PAGE>
                       THE JUMPER STRATEGIC ADVANTAGE FUND




                       STATEMENT OF ADDITIONAL INFORMATION



                                  July 15, 1998










         This Statement of Additional Information is not a prospectus. It should
be read in  conjunction  with the Prospectus of The Jumper  Strategic  Advantage
Fund dated July 15,  1998. A copy of the  Prospectus  can be obtained by writing
the  Transfer  Agent at 431 North  Pennsylvania  Street,  Indianapolis,  Indiana
46204, or by calling 1-888-879-5723.















ASA0309F-071498-2


<PAGE>




                                                           - 10 -
                       STATEMENT OF ADDITIONAL INFORMATION


                                TABLE OF CONTENTS

                                                                            PAGE


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

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

MARKET NEUTRAL INVESTMENT STRATEGIES.........................................  3

STRATEGIC TRANSACTIONS.......................................................  4

INVESTMENT LIMITATIONS........................................................ 7

THE INVESTMENT ADVISOR........................................................ 8

TRUSTEES AND OFFICERS......................................................... 9

PORTFOLIO TRANSACTIONS AND BROKERAGE......................................... 10

DETERMINATION OF SHARE PRICE................................................. 11

INVESTMENT PERFORMANCE......................................................  12

CUSTODIAN.................................................................... 13

TRANSFER AGENT................................................................13

ACCOUNTANTS.................................................................. 13

DISTRIBUTOR.................................................................. 13

FINANCIAL STATEMENTS..........................................................13



<PAGE>


                            DESCRIPTION OF THE TRUST

         The Jumper  Strategic  Advantage  Fund (the "Fund") was  organized as a
series of AmeriPrime  Funds (the "Trust").  The Trust is an open-end  investment
company  established  under the laws of Ohio by an Agreement and  Declaration of
Trust dated August 8, 1995 (the "Trust Agreement").  The Trust Agreement permits
the Trustees to issue an unlimited  number of shares of  beneficial  interest of
separate  series  without  par  value.  The  Fund is one of a  series  of  funds
currently authorized by the Trustees.

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

         Upon sixty days prior written notice to shareholders, the Fund may make
redemption  payments in whole or in part in securities or other  property if the
Trustees determine that existing conditions make cash payments undesirable.  For
other 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.

         A.       Illiquid Securities. The Fund will not invest more than 15% of
                  its net  assets  in  illiquid  securities.  Securities  may be
                  illiquid   because  they  are   unlisted,   subject  to  legal
                  restrictions  on resale or due to other factors which,  in the
                  adviser's  opinion,  raise a  question  concerning  the fund's
                  ability to liquidate  the  securities  in a timely and orderly
                  way   without   substantial   loss.   Underlying   funds   and
                  over-the-counter  options are  frequently  illiquid.  Illiquid
                  securities may also present difficult valuation issues.

     B.  Pricing  of  Portfolio  Securities.  There is no active  market for the
securities of underlying funds  --------------------------------  which the Fund
invests in.  Underlying funds typically value, and stand ready to redeem,  their
securities   based  upon  current  net  asset  value,   which  they  provide  to
shareholders on a periodic basis. The Board of Trustees has approved  procedures
whereby the Fund's  investment in securities for which market quotations are not
readily  available  (including  securities  issued by  underlying  funds) may be
established in good faith at fair value on a daily basis. The procedures provide
that the fair value of securities issued by underlying funds is determined based
upon current estimates of net asset value provided to the Fund by the underlying
funds. While the Fund has adopted pricing procedures which address these pricing
issues,  there can be no guarantee that such securities are accurately valued on
a daily basis when the Fund determines its net asset value per share.

     C. Legal  Investment  Limitations on Investments in Underlying  Securities.
Like             all             mutual              funds              publicly
- ---------------------------------------------------------------------   sold  in
the United States, the Fund is subject to investment  limitations imposed by the
Investment  Company Act of 1940 ("1940 Act").  Section  12(d)(1) of the 1940 Act
limits the Fund's  ability to invest in other  investment  companies,  including
underlying  funds.  In general,  sub-section  (A)  prohibits  the Fund  from:(1)
purchasing  more  than  3% of the  voting  stock  of an  investment  company:(2)
investing more than 5% of the Fund's total assets in an investment  company;  or
(3)  investing  more  than 10% of the  Fund's  total  assets  in all  investment
companies combined.  Sub-section (F) provides an exception from the prohibitions
established in sub-section  (A) if:(1) the Fund does not own more than 3% of the
outstanding  stock of any  investment  company;  (2) the Fund does not  impose a
sales load of more than 1.5% (the Fund is only sold on a no-load basis); and (3)
the  investment  companies  are not  required  to  redeem  more than 1% of their
outstanding  shares within any 30 day period.  This  discussion  provides only a
summary of section 12(d)(1) of the 1940 Act.

     D. 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 Advisor  (subject to review by the Board of Trustees) to be creditworthy.
The Advisor monitors the  creditworthiness  of the banks and securities  dealers
with which the Fund engages in repurchase transactions.

     E. Reverse Repurchase  Agreements.  Reverse  repurchase  agreements involve
sales  of  portfolio  securities  by  -----------------------------  the Fund to
member banks of the Federal  Reserve  System or recognized  securities  dealers,
concurrently  with an agreement by the Fund to repurchase the same securities at
a later date at a fixed price,  which is generally  equal to the original  sales
price plus interest.  The Fund retains record ownership and the right to receive
interest and principal payments on the portfolio  security involved.  The Fund's
objective in such a  transaction  would be to obtain funds to pursue  additional
investment  opportunities  whose  yield  would  exceed  the cost of the  reverse
repurchase  transaction.  Generally,  the use of reverse  repurchase  agreements
should reduce portfolio turnover and increase yield.

                  In connection with each reverse repurchase agreement, the Fund
                  will  direct its  Custodian  to place cash or U.S.  government
                  obligations  in a separate  account in an amount  equal to the
                  repurchase  price. In the event of bankruptcy or other default
                  by the  purchaser,  the Fund could  experience  both delays in
                  repurchasing the portfolio securities and losses.

         F.       Borrowing  and  Leveraging.  The Fund  may  have to deal  with
                  unpredictable  cash flows as shareholders  purchase and redeem
                  shares. Under adverse conditions,  the Fund might have to sell
                  portfolio securities to raise cash to pay for redemptions at a
                  time when  investment  considerations  would  not  favor  such
                  sales. In addition,  frequent purchases and sales of portfolio
                  securities   tend  to  decrease  the  Funds'   performance  by
                  increasing transaction expenses.

                  The Fund may deal with  unpredictable  cash flows by borrowing
                  money.  Through  such  borrowings  the Fund may avoid  selling
                  portfolio securities to raise cash to pay for redemptions at a
                  time when  investment  considerations  would  not  favor  such
                  sales. In addition, the Fund's performance may be improved due
                  to a decrease in the number of portfolio  transactions.  After
                  borrowing  money, if subsequent  shareholder  purchases do not
                  provide sufficient cash to repay the borrowed monies, the Fund
                  will  liquidate  portfolio  securities in an orderly manner to
                  repay the borrowed monies.

                  To the  extent  that a Fund  borrows  money  prior to  selling
                  securities,  or if the Fund  borrows  money for the purpose of
                  purchasing additional portfolio securities,  the Fund would be
                  leveraged  such that the Fund's net assets may  appreciate  or
                  depreciate  in value  more than an  unleveraged  portfolio  of
                  similar  securities.  Since  substantially  all of the  Fund's
                  assets  will  fluctuate  in value  and  whereas  the  interest
                  obligations  on borrowings  may be fixed,  the net asset value
                  per  share of the Fund  will  increase  more  when the  Fund's
                  portfolio  assets increase in value and decrease more when the
                  Fund's portfolio assets decrease in value than would otherwise
                  be the  case.  Moreover,  interest  costs  on  borrowings  may
                  fluctuate  with  changing  market  rates of  interest  and may
                  partially offset or exceed the returns which the Funds earn on
                  portfolio  securities.  Under  adverse  conditions,  the Funds
                  might be forced to sell portfolio  securities to meet interest
                  or principal  payments at a time when market  conditions would
                  not  be  conducive  to  favorable   selling   prices  for  the
                  securities.

                      MARKET NEUTRAL INVESTMENT STRATEGIES

         To implement market neutral investment strategies,  managers attempt to
purchase a portfolio  of  undervalued  securities  and short sell a portfolio of
overvalued   securities  with  similar   investment   characteristics.   Factors
considered when balancing a market neutral  portfolio include market sectors and
market  capitalization of equity securities,  and cashflow,  credit quality, and
duration of fixed  income  securities.  Market  neutral  strategies  may involve
purchasing and selling call and put options on either an individual  security or
an index.  In some  cases,  futures and options on futures may be used to effect
the desired risk/reward ratio. Market neutral investing does not depend upon any
particular  market direction or favorable  general economic  conditions and thus
may be  profitable  during all economic  cycles,  including  periods of economic
uncertainty and declining financial markets.

                             STRATEGIC TRANSACTIONS

         The  Fund,   or  the   underlying   funds,   may   purchase   and  sell
exchange-listed and over-the-counter put and call options on securities,  equity
and fixed-income indices and other financial instruments,  and purchase and sell
financial futures contracts and options thereon (collectively, all the above are
called "Strategic Transactions").  The Fund may engage in Strategic Transactions
for hedging, risk management,  portfolio management, or speculation, and it will
comply  with  applicable   regulatory   requirements  when  implementing   these
strategies, techniques and instruments.

         Strategic  Transactions  may be used to attempt (1) to protect  against
possible  changes in the market value of  securities  held in or to be purchased
for a Fund's portfolio  resulting from securities  markets or currency  exchange
rate fluctuations,  (2) to protect a Fund's unrealized gains in the value of its
portfolio  securities,  (3) to  facilitate  the  sale  of  such  securities  for
investment  purposes,  (4) to manage the  effective  maturity  or  duration of a
Fund's  portfolio,  (5) to establish a position in the derivatives  markets as a
temporary substitute for purchasing or selling particular securities,  (6) or to
gain  additional  market  exposure  and/or  leverage  in an  attempt  to enhance
investment  returns.  The Fund's  ability to  successfully  use these  Strategic
Transactions  will depend upon the Advisor's ability to predict pertinent market
movements,  and cannot be  assured.  Engaging  in  Strategic  Transactions  will
increase  transaction  expenses  and  may  result  in a loss  that  exceeds  the
principal invested in the transactions.

         Strategic   Transactions  have  risk  associated  with  them  including
possible default by the other party to the transaction,  illiquidity and, to the
extent the Advisor's view as to certain market movements is incorrect,  the risk
that the use of such Strategic  Transactions could result in losses greater than
if they had not been used.  Use of put and call  options may result in losses to
the Fund.  For  example,  selling  call  options may force the sale of portfolio
securities at inopportune  times or for lower prices than current market values.
Selling  call  options  may also  limit the  amount of  appreciation  a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of currency  transactions can result in a Fund incurring losses as
a result of a number of factors  including the imposition of exchange  controls,
suspension  of  settlements,  or the inability to deliver or receive a specified
currency.  The use of options and futures  transactions  entails  certain  other
risks. In particular, the variable degree of correlation between price movements
of futures contracts and price movements in the related portfolio  position of a
Fund  creates  the  possibility  that losses on the  hedging  instrument  may be
greater than gains in the value of a Fund's position.  In addition,  futures and
option   markets   may  not  be  liquid  in  all   circumstances   and   certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction,  and substantial losses might
be incurred.  However,  the use of futures and options  transactions for hedging
should  tend to  minimize  the risk of loss due to a  decline  in the value of a
hedged  position.  At the same time they tend to limit any  potential  gain that
might  result  from an increase in value of such  position.  Finally,  the daily
variation  margin  requirement  for futures  contracts would create a greater on
going  potential  financial  risk than would  purchases  of  options,  where the
exposure is limited to the cost of the initial  premium.  Losses  resulting from
the use of Strategic  Transactions  would  reduce net asset value,  and possibly
income,  and such losses can be greater than if the Strategic  Transactions  had
not been used.

         The Fund's activities  involving Strategic  Transactions may be limited
by  the   requirements  of  Subchapter  M  of  the  Internal  Revenue  Code  for
qualification as a regulated investment company.

         Put and Call  Options.  The Fund may purchase and sell (issue) both put
and call  options.  The Fund may also enter into  transactions  to close out its
investment in any put or call  options.  A put option gives the purchaser of the
option,  upon  payment  of a premium,  the right to sell,  and the issuer of the
option the obligation to buy the underlying security, commodity, index, currency
or other instrument at the exercise price. For instance,  the Fund's purchase of
a put option on a security  might be  designed  to protect  its  holdings in the
underlying  instrument  (or,  in some  cases,  a similar  instrument)  against a
substantial  decline  in the  market  value by giving the Fund the right to sell
such instrument at the option  exercise price. A call option,  upon payment of a
premium,  gives the purchaser of the option the right to buy, and the issuer the
obligation to sell, the underling  instrument at the exercise price.  The Fund's
purchase of a call option on a security,  financial  future,  index  currency or
other  instrument  might be intended to protect the Fund  against an increase in
the price of the underlying instrument that it intends to purchase in the future
by fixing  the price at which it may  purchase  such  instrument.  An  "American
style" put or call option may be exercised at any time during the option  period
while  a  "European  style"  put or  call  option  may be  exercised  only  upon
expiration or during a fixed period prior thereto.

         The Fund is  authorized  to  purchase  and sell  both  exchange  listed
options and  over-the-counter  options ("OTC options").  Exchange listed options
are issued by a regulated  intermediary such as the Options Clearing Corporation
("OCC"),  which  guarantees the performance of the obligations of the parties to
such  options.  OTC options are purchased  from or sold to  securities  dealers,
financial institutions or other parties,  ("Counterparty(ies)"),  through direct
bilateral  agreement  with the  Counterparty.  In contrast  to  exchange  listed
options, which generally have standardized terms and performance mechanics,  all
the terms of an OTC option are set by  negotiation  of the  parties.  Unless the
parties provide for it, there is no central clearing or guaranty  function in an
OTC option.

         The Fund's  ability to close out its  position as a purchaser or seller
of a put or call option is dependent,  in part, upon the liquidity of the market
for  that  particular  option.   Exchange  listed  options,   because  they  are
standardized  and not subject to  Counterparty  credit risk,  are generally more
liquid than OTC options.  There can be no guarantee  that a Fund will be able to
close out an option position, whether in exchange listed options or OTC options,
when  desired.  An inability to close out its options  positions  may reduce the
Fund's anticipated profits or increase its losses.

         If the  Counterparty to an OTC option fails to make or take delivery of
the  security,  currency  or other  instrument  underlying  an OTC option it has
entered  into with a Fund,  or fails to make a cash  settlement  payment  due in
accordance  with the terms of that  option,  a Fund may lose any premium it paid
for  the  option  as  well  as  any  anticipated  benefit  of  the  transaction.
Accordingly,   the  Advisor  must  assess  the  creditworthiness  of  each  such
Counterparty or any guarantor or credit enhancement of the Counterparty's credit
to determine the likelihood that the terms of the OTC option will be satisfied.

         The Fund will realize a loss equal to all or a part of the premium paid
for an  option  if the  price  of the  underlying  security,  commodity,  index,
currency or other  instrument  security  decreases  or does not increase by more
than  the  premium  (in  the  case of a call  option),  or if the  price  of the
underlying security, commodity, index, currency or other instrument increases or
does not decrease by more than the premium (in the case of a put option). A Fund
will not purchase any option if,  immediately  thereafter,  the aggregate market
value of all  outstanding  options  purchased by the Fund would exceed 5% of the
Fund's total assets.

         If the Fund sells  (i.e.,  issues) a call  option,  the premium that it
receives  may serve as a partial  hedge,  to the extent of the  option  premium,
against a decrease in the value of the  underlying  securities or instruments in
its  portfolio,  or may  increase  the Fund's  income.  If the Fund sells (i.e.,
issues) a put option,  the premium that it receives may serve to reduce the cost
of purchasing the underlying  security,  to the extent of the option premium, or
may  increase  the Fund's  capital  gains.  All options sold by the Fund must be
"covered"  (i.e.,  the Fund must either be long (when  selling a call option) or
short (when selling a put option), the securities or futures contract subject to
the calls or must meet the asset  segregation  requirements  described  below as
long as the option is  outstanding.  Even though a Fund will  receive the option
premium to help protect it against loss or reduce its cost basis, an option sold
by the Fund  exposes the Fund  during the term of the option to  possible  loss.
When selling a call,  the Fund is exposed to the loss of  opportunity to realize
appreciation in the market price of the underlying  security or instrument,  and
the  transaction  may require the Fund to hold a security or instrument  that it
might  otherwise  have  sold.  When  selling a put,  the Fund is  exposed to the
possibility  of being  required  to pay greater  than  current  market  value to
purchase the underlying  security,  and the  transaction may require the Fund to
maintain a short  position in a security or  instrument  it might  otherwise not
have maintained.

         Futures Contracts.  The Fund may enter into financial futures contracts
or  purchase  or sell put and call  options on such  futures as a hedge  against
anticipated  interest  rate,  currency or equity  market  changes,  for duration
management and for risk management  purposes.  Futures are generally  bought and
sold on the  commodities  exchange  where  they are  listed  with  payment of an
initial  variation  margin as described  below.  The sale of a futures  contract
creates a firm  obligation  by a Fund,  as  seller,  to deliver to the buyer the
specific type of financial  instrument  called for in the contract at a specific
future  time for a  specified  price  (or,  with  respect to index  futures  and
Eurodollar instruments,  the net cash amount).  Options on futures contracts are
similar to options on  securities  except  that an option on a futures  contract
gives  the  purchaser  the  right in  return  for the  premium  paid to assume a
position  in a  futures  contract  and  obligates  the  seller to  deliver  such
position.

         The Fund's use of  financial  futures and options  thereon  will in all
cases be consistent with applicable  regulatory  requirements  and in particular
the rules and  regulations  of the CFTC and will be  entered  into only for bona
fide hedging, risk management (including duration management) or other portfolio
management  purposes.  Typically,  maintaining a futures  contract or selling an
option  thereon  requires a Fund to deposit  with a  financial  intermediary  as
security  for its  obligations  an  amount  of cash or  other  specified  assets
(initial margin) that initially is typically 1% to 10% of the face amount of the
contract (but may be higher in some  circumstances).  Additional  cash or assets
(variation  margin) may be required to be deposited  thereafter on a daily basis
as the  marked-to-market  value of the contract  fluctuates.  The purchase of an
option on financial futures involves payment of a premium for the option without
any further  obligation  on the part of the  purchaser.  If a Fund  exercises an
option on a futures  contract,  it will be obligated to post initial margin (and
potentially subsequent variation margin) for the resulting futures position just
as it would for any futures position.  Futures contracts and options thereon are
generally settled by entering into an offsetting  transaction,  but there can be
no  assurance  that  the  position  can  be  offset,  before  settlement,  at an
advantageous price, nor that delivery will occur.

         The Fund  will not enter  into a futures  contract  or  related  option
(except for closing  transactions) if,  immediately  afterwards,  the sum of the
amount of its initial margin and premiums on open futures  contracts and options
thereon  would exceed 5% of the Fund's total  assets  (taken at current  value).
However,  in the  case of an  option  that is  in-the-money  at the  time of the
purchase,  the  in-the-money  amount  may  be  excluded  in  calculating  the 5%
limitation.  The segregation  requirements with respect to futures contracts and
options thereon are described below.

         Use  of  Segregated   and  Other  Special   Accounts.   Many  Strategic
Transactions, in addition to other requirements, require that the Fund segregate
liquid  high grade  assets  with its  custodian  to the  extent  that the Fund's
obligations  are not otherwise  "covered"  through  ownership of the  underlying
security, financial instrument or currency. The Fund may place up to 100% of its
assets  in  segregated  accounts.  In  general,  either  the full  amount of any
obligation of the Fund to pay or deliver securities or assets must be covered at
all times by the securities,  instruments or currency  required to be delivered,
or  subject to any  regulatory  restrictions,  an amount of cash or liquid  high
grade debt  securities  at least equal to the current  amount of the  obligation
must either be identified as being restricted in the Fund's  accounting  records
or physically  segregated in a separate  account at that Fund's  custodian.  The
segregated  assets cannot be sold or transferred  unless  equivalent  assets are
substituted in their place or it is no longer  necessary to segregate  them. For
the purpose of determining the adequacy of the liquid  securities that have been
restricted, the securities will be valued at market or fair value. If the market
or fair value of such securities declines,  additional cash or liquid securities
will be restricted on a daily basis so that the value of the restricted  cash or
liquid securities, when added to the amount deposited with the broker as margin,
equals the amount of such commitments by the Fund.

                             INVESTMENT LIMITATIONS

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

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

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

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

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

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

         6.       Loans.  The Fund will not make loans to other persons,  except
                  (a)  by  loaning  portfolio  securities,  (b) by  engaging  in
                  repurchase  agreements,   or  (c)  by  purchasing  nonpublicly
                  offered debt securities.  For purposes of this 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.

                             THE INVESTMENT ADVISOR

     The Fund's  investment  advisor is The Jumper Group, Inc. Jay C. Jumper may
be deemed to be a controlling  person of the Advisor due to his ownership of the
shares of the corporation.

         Under the terms of the  management  agreement  (the  "Agreement"),  the
Advisor  manages  the Fund's  investments  subject to  approval  of the Board of
Trustees  and pays all of the  expenses  of the Fund  except  brokerage,  taxes,
interest,   fees  and  expenses  of  the  non-interested   person  trustees  and
extraordinary   expenses.  As  compensation  for  its  management  services  and
agreement to pay the Fund's expenses, the Fund is obligated to pay the Advisor a
fee computed and accrued daily and paid monthly at an annual rate of 0.75%.  The
Advisor  may  waive  all or  part  of its  fee,  at any  time,  and at its  sole
discretion,  but such action shall not obligate the Advisor to waive any fees in
the future.

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

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

TRUSTEES AND OFFICERS



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

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

                                                                                              Past 5 Years
- -----------------------------------------------------------------------------------------------------------------------------------
* Kenneth D. Trumpfheller                President and Trustee         President, Treasurer and Secretary of AmeriPrime
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.

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

<PAGE>

1 Trustee fees are Trust expenses and each series of the Trust pays a portion of
the Trustee fees. The  compensation  is estimated for the first full year of the
Trust ending October 31, 1998.

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

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



 
                      PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

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

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

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

                          DETERMINATION OF SHARE PRICE

         The price (net asset value) of the shares of the Fund is  determined as
of 4:00 p.m., Eastern time on each day the Trust is open for business and on any
other day on which  there is  sufficient  trading  in the Fund's  securities  to
materially  affect the net asset value.  The Trust is open for business on every
day except Saturdays, Sundays and the following holidays: New Year's Day, Martin
Luther King, Jr. Day, President's Day, Good Friday,  Memorial Day,  Independence
Day, Labor Day,  Thanksgiving  and  Christmas.  For a description of the methods
used  to  determine  the  net  asset  value  (share  price),  see  "Share  Price
Calculation" in the Prospectus.


<PAGE>


                             INVESTMENT PERFORMANCE

         "Average  annual  total  return,"  as  defined  by the  Securities  and
Exchange Commission,  is computed by finding the average annual compounded rates
of return (over the one and five year periods and the period from initial public
offering  through  the end of the Fund's  most  recent  fiscal  year) that would
equate the initial amount invested to the ending redeemable value,  according to
the following formula:
                                                         P(1+T)n'ERV

         Where:   P        '        a hypothetical $1,000 initial investment
                           T        '       average annual total return
                           n        '       number of years
                           ERV              ' ending redeemable value at the end
                                            of  the  applicable  period  of  the
                                            hypothetical  $1,000 investment made
                                            at the  beginning of the  applicable
                                            period.

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

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

         From time to time, in advertisements,  sales literature and information
furnished to present or prospective  shareholders,  the  performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be  representative  of or  similar  to the  portfolio  holdings  of the  Fund or
considered to be representative  of the cash equivalent  market in general.  For
example, the Fund may use the Donahue Money Market Index, 90 day treasury bills,
or other money market index published by an independent third party.

         In  addition,  the  performance  of the Fund may be  compared  to other
groups of mutual  funds  tracked by any widely used  independent  research  firm
which ranks  mutual  funds by overall  performance,  investment  objectives  and
assets,  such as Lipper  Analytical  Services,  Inc. or  Morningstar,  Inc.  The
objectives,  policies, limitations and expenses of other mutual funds in a group
may not be the same as those  of the  Fund.  Performance  rankings  and  ratings
reported  periodically in national  financial  publications such as Barron's and
Fortune also may be used.

                                    CUSTODIAN

         Star  Bank,  N.A.,  425  Walnut  Street,  Cincinnati,  Ohio  45202,  is
Custodian  of  the  Fund's  investments.   The  Custodian  acts  as  the  Fund's
depository,  safekeeping 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

         Unified  Fund   Services,   Inc.,   431  North   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 shareholder  service  functions.  In addition,  Unified
Fund  Services,   Inc.   provides  the  Fund  with  certain   monthly   reports,
record-keeping  and  other  management-related   services.  Fund  accounting  is
provided by American Data Services,  Inc., Hauppauge Corporate Center, 150 Motor
Parkway, Hauppauge, New York 11760.

                                   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 Fund was  established as a separate series of the trust on February
16,  1998,  and does not yet  have an  operating  history.  The Fund  will  send
shareholders annual and semi-annual reports as they become available.


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