AMERIPRIME ADVISORS TRUST, 485APOS, 1999-12-29

AMERIPRIME ADVISORS TRUST
485APOS, 1999-12-29

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
----

Pre-Effective Amendment No. / /
Post-Effective Amendment No. 4 / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /

OF 1940

Amendment No. 5 / X /
--------- ----
(Check appropriate box or boxes.)

AmeriPrime Advisors Trust - File Nos. 333-85083 and 811-09541
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1793 Kingswood Drive, Suite 200, Southlake, Texas 76092
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (817) 251-6700

Kenneth Trumpfheller, AmeriPrime Advisors Trust, 1793 Kingswood Drive,
Suite 200, Southlake, Texas 76092
(Name and Address of Agent for Service)

With copy to:

Donald S. Mendelsohn, Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, Cincinnati, Ohio 45202

Approximate Date of Proposed Public Offering: December 1, 1999.

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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

<PAGE>

ENSEMBLE COMMUNITY FLAGSHIP FUND
ENSEMBLE COMMUNITY TECHNOLOGY FUND

PROSPECTUS

_______________, 2000

INVESTMENT OBJECTIVE: Capital appreciation.

2010 N. First Street, Suite 301
San Jose, California 95131

(800) 611-7069

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

<PAGE>

TABLE OF CONTENTS

PAGE

ABOUT THE FUNDS...............................................................1

FEES AND EXPENSES OF INVESTING IN THE FUNDS...................................3

ADDITIONAL INFORMATION ABOUT THE FUNDS' STRATEGIES AND RISKS..................3

HOW TO BUY SHARES.............................................................5

HOW TO REDEEM SHARES..........................................................6

DETERMINATION OF NET ASSET VALUE..............................................7

DIVIDENDS, DISTRIBUTIONS AND TAXES............................................8

MANAGEMENT OF THE FUNDS.......................................................8

FOR MORE INFORMATION.................................................BACK COVER

<PAGE>

ABOUT THE FUNDS

INVESTMENT OBJECTIVE

The investment objective of Ensemble Community Flagship Fund and the
Ensemble Community Technology Fund is capital appreciation.

THE ENSEMBLE COMMUNITY

Each investor in an Ensemble Community Fund is a member of the Fund's
on-line community (www.TheEnsemble.com), and under normal circumstances, ALL
POSITIONS EMERGE AS A RESULT OF COMMUNITY DISCUSSION, TESTING, AND APPROVED
VOTE. The advisor's stock selection process begins with an on-line community
discussion of a proposed long or short position. The advisor asks members to
discuss public companies falling within their respective "circles of
competence." Member's "circles of competence" include industries about which
they have knowledge, whether because they work in an industry or for any other
reason. The advisor (not the Fund) pays cash awards throughout the year to the
members of the community who provide the best input in the discussions.

The on-line discussion will include the advisor's evaluation of the
proposed position, which typically includes detailed analysis of:

o the company's current and historical financial statements;

o overall industry fundamentals such as returns on capital and trends in
price and unit volume;

o information from trade publications and other business magazines; and

o conversations with competitors, customers, suppliers or other informed
industry sources, as well as management.

Next, the advisor presents a "thesis' (a summary of the community
discussion and advisor's research, and the advisor's opinion of whether the long
or short position is a good investment opportunity). The thesis is then tested
through additional member discussion, after which the community votes whether to
approve the thesis. Members of each Fund are given one vote per $10,000
invested, with a maximum of ten votes per member. If the community votes yes,
the advisor considers the position for inclusion in the Fund. The advisor makes
all final decisions regarding the composition of each Fund's portfolio.

PRINCIPAL STRATEGIES

The Ensemble Community Flagship Fund seeks to achieve its objective by
taking long positions in U.S. common stocks that the Fund's advisor believes are
undervalued based on a calculation of intrinsic value, and short positions in
U.S. common stocks it believes are at least 50% overvalued based on a
calculation of intrinsic value.

The Ensemble Community Technology Fund seeks to achieve its objective
by taking long positions in common stocks of U.S technology companies that the
Fund's advisor believes are undervalued, and short positions in technology
stocks it believes are at least 50% overvalued, based on a calculation of
intrinsic value. Under normal circumstances, at least 65% of its total assets
will be invested in technology companies.

The Advisor defines intrinsic value as the discounted value of the cash
that can be taken out of a business during its remaining life. The term "long
position" means the Fund purchases the stock. The term "short position" means
the Fund sells a stock it does not own, borrows the same stock from a broker or
other institution to complete the sale, and then buys the same stock at a later
date to repay the lender. If the Fund sells a stock short and the price declines
before the Fund buys the stock, the Fund makes a profit. This strategy, commonly
referred to as "long/short equity investing," is intended to reduce the effects
of general market movements on the Fund's performance.

Each of the Funds may sell a long position, and close a short position,
when the advisor believes the security is fully valued.

The Funds are non-diversified, which means that each Fund's portfolio
may at times focus on a limited number of companies.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

MANAGEMENT RISK. Each Fund's performance is dependent on both the ability of the
members and the advisor to correctly evaluate undervalued and overvalued stocks.
Each Fund's success is also dependent on the advisor because the advisor makes
the final stock selections. The Funds have no operating history, and the advisor
is a recently formed company with no prior experience managing a mutual fund.
See "Management of the Fund" for further information on the advisor's investment
experience.

MARKET RISK. Overall stock market risks may also affect the value of the Funds.
Factors such as domestic economic growth and market conditions, interest rate
levels, and political events affect the securities markets.

COMPANY RISK. The value of each Fund may decrease in response to the activities
and financial prospects of an individual company in the Fund's portfolio.

SMALLER COMPANY RISK. To the extent a Fund invests in smaller companies, it will
be subject to additional risks.

o The earnings and prospects of smaller companies are more volatile than
larger companies.

o Smaller companies may experience higher failure rates than do larger
companies.

o The trading volume of securities of smaller companies is normally less than
that of larger companies and, therefore, may disproportionately affect
their market price, tending to make them fall more in response to selling
pressure than is the case with larger companies.

o Smaller companies may have limited markets, product lines or financial
resources and may lack management experience.

SHORT SELLING RISK. Each Fund engages in short selling activities which are
significantly different from the investment activities commonly associated with
conservative stock funds. Positions in shorted securities are more risky than
long positions (purchases) in stocks because the maximum sustainable loss on a
stock purchased is limited to the amount paid for the stock plus the transaction
costs, whereas there is no maximum attainable price of the shorted stock.
Therefore, in theory, stocks sold short have unlimited risk. You should be aware
of the intrinsic risk involved in the Funds and be cognizant that any strategy
which includes selling stocks short can suffer significant losses. In strong
"bull" markets, when the prices of nearly all stocks are rising regardless of
the underlying value of the companies, the Funds' short positions are expected
to underperform the general markets because the Funds' short positions will
likely lose money.

VOLATILITY RISK. Common stocks tend to be more volatile than other investment
choices. The value of an individual company can be more volatile than the market
as a whole. This volatility affects the value of each Fund's shares.

NON-DIVERSIFICATION RISK. As non-diversified funds, each Fund will be subject to
substantially more investment risk and potential for volatility than a
diversified fund because its portfolio may at times focus on a limited number of
companies.

SECTOR RISK. If a Fund's portfolio is overweighted in a certain sector, any
negative development affecting that sector will have a greater impact on the
Fund than a fund that is not overweighted in that sector. The Ensemble Community
Technology Fund is concentrated in the technology sector and significant
weakness in this sector could result in significant losses to the Fund. The
Ensemble Community Flagship Fund may concentrate in various sectors and may also
have sector risk.

An investment in a Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

Neither Fund is a complete investment program. As with any mutual fund
investment, each Fund's returns will vary and you could lose money.

HOW THE FUNDS HAVE PERFORMED

Although past performance of a fund is no guarantee of how it will
perform in the future, historical performance may give you some indication of
the risk of investing in the fund because it demonstrates how its returns have
varied over time. The Bar Chart and Performance Table that would otherwise
appear in this prospectus have been omitted because the Funds are recently
organized and have limited performance histories.

FEES AND EXPENSES OF INVESTING IN THE FUNDS

The tables describe the fees and estimated expenses that you may pay if you buy
and hold shares of the Fund.
<TABLE>
<CAPTION>

SHAREHOLDER FEES FLAGSHIP TECHNOLOGY
(fees paid directly from your investment) FUND FUND

<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases NONE NONE
Maximum Deferred Sales Charge (Load) NONE NONE
Redemption Fee NONE NONE

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

Management Fees 1.50% 1.50%
Distribution (12b-1) Fees NONE NONE
Other Expenses1 _.__% _.__%
Total Annual Fund Operating Expenses _.__% _.__%

1 Estimated.
</TABLE>

Example:

The example below is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The example uses the same
assumptions as other mutual fund prospectuses: a $10,000 initial investment for
the time periods indicated, reinvestment of dividends and distributions, 5%
annual total return, constant operating expenses, and sale of all shares at the
end of each time period. Although your actual expenses may be different, based
on these assumptions your costs will be:

1 YEAR 3 YEARS
------ --------
Flagship Fund $ $
Technology Fund $ $

ADDITIONAL INFORMATION ABOUT THE FUNDS' STRATEGIES AND RISKS

The heart of the Ensemble Community Funds is an Internet discussion
forum (www.TheEnsemble.com), where members discuss U.S. stocks. The
www.TheEnsemble.com site is a gated, interactive community where investors
(members) become empowered investors through the benefit of collective
knowledge, educational resources, and cash incentives. The Ensemble Community
Funds create a forum of long term investors (not active traders) who employ an
"invest in what you know" strategy similar to an investment club. However,
unlike an investment club, the Ensemble Community Funds seek to create a much
larger, global group with knowledge exchange across continents and across many
circles of competence.

The members of each Fund, through participation and stock discussion,
are the foundation of the Fund. In addition to having access to the information
available to Wall Street professionals, each Fund generates an exclusive,
proprietary flow of stock ideas and information from members, many of whom are
real businessmen and businesswomen. The advisor believes this flow of investment
ideas gives the Funds a competitive advantage, direct from "Main Street."

Each Fund invests in companies of all capitalization ranges greater than $200
million. Each Fund will typically have 20-25 long positions and 8-12 short
positions.

LONG POSITIONS of a Fund will exhibit one or more of the following
characteristics:

o The company's management exhibits skill not only in the operation of the
company, but in the allocation of capital, and has a history of delivering
more than it promises;

o the company uses fair or competitive accounting principles;

o the company has or does something special in its industry, and the reported
earnings or the balance sheet of the company reflect (or is beginning to
reflect) this advantage; and

o the company has an understandable competitive advantage (such as superior
or unique technology, a strong brand name, an unusually strong relationship
with its customers, excellent distribution, or a superior cost structure),
and the competitive advantage is expected to grow in strength and/or
number.

These characteristics are evident or will become evident in both the
company's market share and in its Returns on Invested Capital (ROIC). The
advisor will verify evidence of the above characteristics from the company's
customers, as well as focus on the power of existing competitors, potential new
entrants, suppliers, and the threat of substitute products. These factors,
combined with management's talents, determine a company's incremental and
sustainable ROIC, a key part of the advisor's analysis.

A Fund's SHORT POSITIONS are deemed overvalued companies by at least
50% based on a calculation of intrinsic value by the Advisor. Short positions of
a Fund will exhibit more than one of the following characteristics:

o the company's management has a record of making mistakes in both
operational decisions as well as capital allocation, and has a history of
promising more than it delivers;

o the company uses aggressive or questionable accounting practices;

o the company has deteriorating fundamentals within its industry, and the
quality of its reported earnings and/or balance sheet is deteriorating; and

o the company previously had a competitive advantage (such as superior or
unique technology, a strong brand name, an unusually strong relationship
with their customers, privileged distribution, or a superior cost
structure), and now the competitive advantage is declining in strength or
in number.

GENERAL

The investment objective of each Fund may be changed without
shareholder approval.

From time to time, each Fund may take temporary defensive positions
that are inconsistent with the Fund's principal investment strategies in
attempting to respond to adverse market, economic, political, or other
conditions. For example, a Fund may hold all or a portion of its assets in money
market instruments or other no-load mutual funds. If a Fund invests in shares of
another mutual fund, the shareholders of the Fund will indirectly pay additional
management fees. As a result of engaging in these temporary measures, a Fund may
not achieve its investment objective. Each Fund may also invest in such
instruments at any time to maintain liquidity or pending selection of
investments in accordance with its policies.

<PAGE>

HOW TO BUY SHARES

BECOMING A MEMBER

If you wish to invest in a Fund, you must become a member of the
www.TheEnsemble.com interactive on-line community. To become a member, fill out
the Member's Questionnaire found at the www.TheEnsemble.com Web site. The Funds'
advisor will screen your business background and determine whether you will be
permitted to invest in the Fund.

The minimum initial investment in each Fund is $10,000 and minimum
subsequent investments are $1,000.

If you are accepted as a member of the www.TheEnsemble.com on-line
community, you will need to open an account and consent to receive all
shareholder information about the Funds electronically. When you open your
account you will select a password. You will be prompted to enter your password
whenever you perform a transaction so that the Funds can be sure each purchase
or sale is secure. For your protection, only you should place orders through
your Fund account. When you purchase shares, you will be asked to: (1) confirm
your consent to receive all Fund documentation electronically, (2) provide your
e-mail address and (3) confirm that you have read the Prospectus. The Funds'
current Prospectus will be readily available for viewing and printing on the Web
site.

INITIAL PURCHASE

BY MAIL- To be in proper form, your initial purchase request must
include:

o a completed and signed investment application form (which accompanies this
Prospectus or can be downloaded from the www.TheEnsemble.com web site); and

o a check (subject to the minimum amounts) made payable to the appropriate
Fund.

Mail the application and check to:

U.S. Mail: Overnight

Ensemble Community Funds Ensemble Community Funds
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204

BY WIRE- You may also purchase shares of a Fund by wiring federal funds
from your bank, which may charge you a fee for doing so. To wire money, you must
set up your account and obtain an account number. Then, provide your bank with
the following information for purposes of wiring your investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Ensemble Community Funds
D.D.A.#__________________
Fund Name _________________(write in fund name)
Account Name _________________(write in shareholder name)
For the Account # _____________(write in account number)

You must mail a signed application to Firstar Bank, N.A, the Funds'
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 Funds, 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 that may occur in wiring money, including delays that may occur in
processing by the banks, are not the responsibility of the Fund or the transfer
agent. There is presently no fee for the receipt of wired funds, but the Fund
may charge shareholders for this service in the future.

ADDITIONAL INVESTMENTS

You may purchase additional shares of any Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. To make
subsequent investments, click the Fund Purchase Order icon and follow the
instructions. Checks should be made payable to the appropriate Fund and sent to
the address listed above. A bank wire should be sent as outlined above.

TAX SHELTERED RETIREMENT PLANS

Since the Funds are oriented to longer-term investments, each Fund may
be an appropriate investment 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 Funds' transfer agent for the procedure to open an IRA or SEP
plan, as well as more specific information regarding these retirement plan
options. Please consult with an attorney or tax advisor regarding these plans.
You must pay custodial fees for your IRA by redemption of sufficient shares of
the Fund from the IRA unless you pay the fees directly to the IRA custodian.
Call the Fund's transfer agent about the IRA custodial fees.

OTHER PURCHASE INFORMATION

Since the Funds are designed specifically for on-line investors, an
interruption in transmissions over the Internet or a problem with the
www.TheEnsemble.com site could result in a delay or interruption in your ability
to access the Web site, place purchase or sale orders with the Funds or
otherwise interact with the Funds.

Each Fund may limit the amount of purchases and refuse to sell to any
person. The advisor (with input from the members) will dismiss unproductive or
disruptive members. If your check or wire does not clear, you will be
responsible for any loss incurred by the Funds. If you are already a
shareholder, the Funds can redeem shares from any identically registered account
in the Funds as reimbursement for any loss incurred. You may be prohibited or
restricted from making future purchases in the Funds.

The Funds may deliver paper-based shareholder information in certain
circumstances at no extra cost to the investor. If you call or e-mail the Funds
to request paper-based shareholder information, or if you revoke your consent to
receive all shareholder information electronically, the Funds will deliver such
information to you and you may be charged a transaction fee of up to $25 to
cover the costs of printing, shipping and handling (A FEE WILL NOT BE CHARGED
FOR DELIVERY OF CONFIRMATIONS OR STATEMENTS). Shareholder information includes
prospectuses, annual and semi-annual reports, proxy materials, confirmations and
statements.

HOW TO REDEEM SHARES

Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. You may receive
redemption payments by check or federal wire transfer. The proceeds may be more
or less than the purchase price of your shares, depending on the market value of
the Funds' securities at the time of your redemption. [Presently there is no
charge for wire redemptions; however, the Funds may charge for this service in
the future.] Any charges for wire redemptions will be deducted from your Fund
account by redemption of shares.

ON-LINE - To sell Fund shares, click the [Fund Sell Order] icon and follow the
instructions.

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

Ensemble Community Flagship Fund
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, IN 46204

<PAGE>

To be in proper form, 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. The Funds may require 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 Funds or the Funds' transfer agent, 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 a Fund by
calling the transfer agent at 877-___-____. 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.

ADDITIONAL INFORMATION - The Funds or the transfer agent may terminate
the on-line and/or telephone redemption procedures at any time. During periods
of extreme market activity, it is possible that shareholders may encounter some
difficulty in telephoning the Funds, although neither the Funds nor the transfer
agent has ever experienced difficulties in receiving and in a timely fashion
responding to telephone requests for redemptions or exchanges. An interruption
in transmissions over the Internet or a problem with the www.TheEnsemble.com web
site could delay a redemption request. If you are unable to reach the Funds
on-line or by telephone, you may request a redemption or exchange by mail.

If you are not certain of the requirements for a redemption please
[call the Funds' transfer agent at 877-___-____]. 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 calendar 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 Funds may suspend redemptions or
postpone payment dates.

Because the Funds incur certain fixed costs in maintaining shareholder
accounts, each Fund may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$10,000 due to redemption, or such other minimum amount as the Fund may
determine from time to time. An involuntary redemption constitutes a sale. You
should consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are 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 Funds.

DETERMINATION OF NET ASSET VALUE

The price you pay for your shares is based on the applicable Fund's net
asset value per share (NAV). The NAV is calculated at the close of trading
(normally 4:00 p.m. Eastern time) on each day the New York Stock Exchange is
open for business (the Stock Exchange is closed on weekends, Federal holidays
and Good Friday). The NAV is calculated by dividing the value of the Fund's
total assets (including interest and dividends accrued but not yet received)
minus liabilities (including accrued expenses) by the total number of shares
outstanding.

The Funds' assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued by the Funds'
advisor at their fair value, according to procedures approved by the Funds'
board of trustees.

Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. Each Fund typically distributes
substantially all of its net investment income in the form of dividends and
taxable capital gains to its shareholders. These distributions are automatically
reinvested in the applicable Fund unless you request cash distributions on your
application or through a written request. Each Fund expects that its
distributions will consist primarily of capital gains.

TAXES. In general, selling shares of a Fund and receiving distributions
(whether reinvested or taken in cash) are taxable events. Depending on the
purchase price and the sale price, you may have a gain or a loss on any shares
sold. Any tax liabilities generated by your transactions or by receiving
distributions are your responsibility. You may want to avoid making a
substantial investment when a Fund is about to make a distribution because you
would be responsible for any taxes on the distribution regardless of how long
you have owned your shares.

Early each year, the Funds will mail to you a statement setting forth
the federal income tax information for all distributions made during the
previous year. If you do not provide your taxpayer identification number, your
account will be subject to backup withholding.

The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult with your tax advisor about your
investment.

MANAGEMENT OF THE FUNDS

Ensemble Investments, Inc., 2010 N. First Street, Suite 301, San Jose,
California, serves as investment advisor to the Funds. The advisor determines
the securities to be held or sold by each Fund, and the portion of the Fund's
assets to be held uninvested. Ensemble Investments was founded in April 1999.

Each Fund is authorized to pay the investment advisor, Ensemble
Investments, Inc., a fee equal to an annual average rate of 1.50%. Ensemble
Investments, Inc. pays all of the operating expenses of the Funds except
brokerage, taxes, borrowing costs (such as interest and dividends on securities
sold short), fees and expenses of non-interested person trustees and
extraordinary expenses. In this regard, it should be noted that most investment
companies pay their own operating expenses directly, while each Fund's expenses,
except those specified above, are paid by Ensemble Investments. The advisor (not
the Funds) may pay certain financial institutions (which may include banks,
brokers, securities dealers and other industry professionals) a fee for
providing distribution related services and/or for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.

JOHN W. HORTON, CFA, is the Portfolio Manager and is primarily responsible for
the day-to-day management of each Fund's portfolio. Mr. Horton is the founder,
the Chief Investment Officer, and the Chief Executive Officer of the Fund's
advisor, Ensemble Investments, Inc. He has nine years of experience in the
investment management industry.

From 1992 through 1999, Mr. Horton worked for and consulted with Water
Street Capital, an equity hedge fund, as an Analyst and Portfolio Manager. In
1992, Mr. Horton worked as an Analyst for Insight Capital Management. In 1990
and 1991, he worked as an Analyst for Feshbach Brothers. Mr. Horton graduated
from the University of California at San Diego with a BA in Economics and a
minor in Law and Society. Mr. Horton is a Chartered Financial Analyst.

GREGORY V. TAYLOR, CFA, is a Financial Analyst and Chief Operating
Officer for the Fund's Advisor, Ensemble Investments, Inc. He has seven years of
experience in the investment management industry. From 1997 to 1999, Mr. Taylor
worked for PR Taylor Associates as an Investment Consultant. From 1993 to 1997,
Mr. Taylor worked for Mercer Global Advisors as an Investment Manager. Mr.
Taylor graduated from the University of California at San Diego with a BA in
Quantitative Economics and Decision Sciences. Mr. Taylor is a Chartered
Financial Analyst.

R.M. (CHIP) SAYE is a Financial Analyst for the Fund's Advisor,
Ensemble Investments, Inc. He has five years of experience in the investment
management industry. From 1996 to 1999, Mr. Saye worked for
PricewaterhouseCoopers (PwC) as a Financial Analyst. From 1994 to 1995, Mr. Saye
worked for Charles Williams REIC, a privately-held real estate development
company, as Vice-President of Franchise Development. Mr. Saye graduated from
Duke University with a BA in Economics and from the University of Georgia with
an MBA in Corporate Finance and Risk Management. Mr. Saye is a CFA Level II
Candidate.

<PAGE>

FOR MORE INFORMATION

Several additional sources of information are available to you. The
Statement of Additional Information (SAI), incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual reports contain management's discussion of market conditions,
investment strategies and performance results as of the Funds' latest
semi-annual or annual fiscal year end.

Call the Funds at (877)-___-____ to request free copies of the SAI and
the Funds' annual and semi-annual reports, to request other information about
the Funds and to make shareholder inquiries.

You may review and copy information about the Funds (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Funds
on the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.

Investment Company Act #811-09541

<PAGE>

ENSEMBLE PARTNERS EQUITY FUND

PROSPECTUS

_______________, 2000

INVESTMENT OBJECTIVE: Capital appreciation.

2010 N. First Street, Suite 301
San Jose, California 95131

(800) 611-7069

<PAGE>

TABLE OF CONTENTS

PAGE

ABOUT ENSEMBLE PARTNERS EQUITY FUND...........................................1

FEES AND EXPENSES OF INVESTING IN THE FUND....................................3

HOW TO BUY SHARES.............................................................5

HOW TO REDEEM SHARES..........................................................6

DETERMINATION OF NET ASSET VALUE..............................................7

DIVIDENDS, DISTRIBUTIONS AND TAXES............................................7

MANAGEMENT OF THE FUND........................................................8

FOR MORE INFORMATION.................................................BACK COVER

<PAGE>

ABOUT ENSEMBLE PARTNERS EQUITY FUND

INVESTMENT OBJECTIVE

The investment objective of the Ensemble Partners Equity Fund is long
term capital appreciation.

PRINCIPAL STRATEGIES

The Fund seeks to achieve its objective by taking positions in U.S.
common stocks that the Fund's advisor believes are undervalued based on a
calculation of intrinsic value. The Advisor defines intrinsic value as the
discounted value of the cash that can be taken out of a business during its
remaining life.

The Fund will invest in companies that the advisor believes exhibit one or more
of the following characteristics:

o the company's management exhibits skill not only in the operation of the
company, but in the allocation of capital, and has
a history of delivering more than it promises;

o the company uses fair or competitive accounting principles;

o the company has or does something special in its industry, and the reported
earnings or the balance sheet of the company reflect (or is beginning to
reflect) this advantage; and

The advisor believes that these characteristics are evident, or will
become evident, in both the company's market share and in its Returns on
Invested Capital (ROIC). The advisor will verify evidence of the above
characteristics from the company's customers, as well as focus on the power of
existing competitors, potential new entrants, suppliers, and the threat of
substitute products. These factors, combined with the advisor's assessment of
management's talents, determine a company's incremental and sustainable ROIC, a
key part of the advisor's analysis.

The Fund invests in companies of all capitalization ranges greater than $200
million and, under normal circumstances, at least 65% of its total assets will
be invested in equity securities. As the Fund is non-diversified, it's portfolio
may at times focus on a limited number of companies The Fund will typically have
20-25 positions.

The Fund may sell a security when the advisor believes the security is fully
valued.

PRINCIPAL RISKS OF INVESTING IN THE FUND

MANAGEMENT RISK. The advisor's value-oriented approach may fail to produce the
intended results. The Fund has no operating history, and the advisor is a
recently formed company with no prior experience managing a mutual fund. See
"Management of the Fund" for further information on advisor's investment
experience.

MARKET RISK. Overall stock market risks may also affect the value of the Fund.
Factors such as domestic economic growth and market conditions, interest rate
levels, and political events affect the securities markets.

COMPANY RISK. The value of the Fund may decrease in response to the activities
and financial prospects of an individual company in the Fund's portfolio.

SMALLER COMPANY RISK. To the extent the Fund invests in smaller companies, it
will be subject to additional risks.

o The earnings and prospects of smaller companies are more volatile than
larger companies.

o Smaller companies may experience higher failure rates than do larger
companies.

o Smaller companies may have limited markets, product lines or financial
resources and may lack management experience.

NON-DIVERSIFICATION RISK. As a non-diversified fund, the Fund will be subject to
substantially more investment risk and potential for volatility than a
diversified fund because its portfolio may at times focus on a limited number of
companies.

An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund is not a complete investment program. As with any mutual fund
investment, the Fund's returns will vary and you could lose money.

HOW THE FUND HAS PERFORMED

Although past performance of a fund is no guarantee of how it will
perform in the future, historical performance may give you some indication of
the risk of investing in the fund because it demonstrates how its returns have
varied over time. The Bar Chart and Performance Table that would otherwise
appear in this prospectus have been omitted because the Fund is recently
organized and has a limited performance history.

GENERAL

The investment objective of the Fund may be changed without shareholder
approval.

From time to time, the Fund may take temporary defensive positions that
are inconsistent with the Fund's principal investment strategies in attempting
to respond to adverse market, economic, political, or other conditions. For
example, the Fund may hold all or a portion of its assets in money market
instruments or other no-load mutual funds. If the Fund invests in shares of
another mutual fund, the shareholders of the Fund will indirectly pay additional
management fees. As a result of engaging in these temporary measures, the Fund
may not achieve its investment objective. The Fund may also invest in such
instruments at any time to maintain liquidity or pending selection of
investments in accordance with its policies.

FEES AND EXPENSES OF INVESTING IN THE FUND

The tables describe the fees and estimated expenses that you may pay if you buy
and hold shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases ...........................NONE
Maximum Deferred Sales Charge (Load)........................................NONE
Redemption Fee (as a percentage of amount redeemed, if applicable)..........NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)

Management Fees............................................................1.50%
Distribution (12b-1) Fees...................................................NONE
Other Expenses1............................................................_.__%
Total Annual Fund Operating Expenses......................................._.__%

1Estimated

Example:

1 YEAR 3 YEARS
------ --------
$ $

HOW TO BUY SHARES

The minimum initial investment in the Fund is $10,000 and minimum
subsequent investments are $1,000. If you purchase or redeem shares through a
broker/dealer or another intermediary, you may be charged a fee by that
intermediary.

INITIAL PURCHASE

BY MAIL- To be in proper form, your initial purchase request must include:

o a completed and signed investment application form (which accompanies this
Prospectus or can be downloaded from the www.TheEnsemble.com web site); and

o a check (subject to the minimum amounts) made payable to Ensemble Partners
Equity Fund.

o Mail the application and check to:

U.S. Mail: Overnight

Ensemble Partners Equity Fund Ensemble Partners Equity Fund
c/o Unified Fund Services, Inc. c/o Unified Fund Services, Inc.
P.O. Box 6110 431 North Pennsylvania Street
Indianapolis, Indiana 46206-6110 Indianapolis, Indiana 46204

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. To wire money,
you must set up your account and obtain an account number. Then, provide your
bank with the following information for purposes of wiring your investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Ensemble Partners Equity Fund
D.D.A.#__________________
Account Name _________________(write in shareholder name)
For the Account # ______________(write in account number)

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

ADDITIONAL INVESTMENTS

You may purchase additional shares of the Fund at any time (subject to
minimum investment requirements) by mail, wire, or automatic investment. To make
subsequent investments, click the Fund Purchase Order icon and follow the
instructions. Checks should be made payable to Ensemble Partners Equity Fund and
sent to the address listed above. A bank wire should be sent as outlined above.

TAX SHELTERED RETIREMENT PLANS

Since the Fund is oriented to longer-term investments, 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 Fund's transfer agent for the procedure to open an IRA or SEP
plan, as well as more specific information regarding these retirement plan
options. Please consult with an attorney or tax advisor regarding these plans.
You must pay custodial fees for your IRA by redemption of sufficient shares of
the Fund from the IRA unless you pay the fees directly to the IRA custodian.
Call the Fund's transfer agent about the IRA custodial fees.

OTHER PURCHASE INFORMATION

Since the Fund is designed specifically for on-line investors, an
interruption in transmissions over the Internet or a problem with the
www.TheEnsemble.com site could result in a delay or interruption in your ability
to access the Web site, place purchase or sale orders with the Fund or otherwise
interact with the Fund.

The Fund may limit the amount of purchases and refuse to sell to any
person. 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.

The Fund may deliver paper-based shareholder information in certain
circumstances at no extra cost to the investor. If you call or e-mail the Fund
to request paper-based shareholder information, or if you revoke your consent to
receive all shareholder information electronically, the Fund will deliver such
information to you and you may be charged a transaction fee of up to $25 to
cover the costs of printing, shipping and handling (A FEE WILL NOT BE CHARGED
FOR DELIVERY OF CONFIRMATIONS OR STATEMENTS). Shareholder information includes
prospectuses, annual and semi-annual reports, proxy materials, confirmations and
statements.

HOW TO REDEEM SHARES

Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. You may receive
redemption payments by check or federal wire transfer. The proceeds 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 may charge for this service in
the future.] Any charges for wire redemptions will be deducted from your Fund
account by redemption of shares.

ON-LINE - To sell Fund shares, click the [Fund Sell Order] icon and follow the
instructions.

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

Ensemble Partners Equity Fund
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, IN 46204

To be in proper form, 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. The Fund may require 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 the Fund's transfer agent, 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 Fund's transfer agent at 877-___-____. 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.

ADDITIONAL INFORMATION - The Fund or the transfer agent may terminate
the on-line and/or telephone redemption procedures at any time. During periods
of extreme market activity, it is possible that shareholders may encounter some
difficulty in telephoning the Fund, although the Fund has ever experienced
difficulties in receiving and in a timely fashion responding to telephone
requests for redemptions or exchanges. An interruption in transmissions over the
Internet or a problem with the www.TheEnsemble.com web site could delay a
redemption request. If you are unable to reach the Fund on-line or by telephone,
you may request a redemption or exchange by mail.

If you are not certain of the requirements for a redemption please
[call the Fund's transfer agent at 877-___-____]. 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 calendar 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 may require you to redeem all of your shares in the Fund on
30 days' written notice if the value of your shares in the Fund is less than
$10,000 due to redemption, or such other minimum amount as the Fund may
determine from time to time. An involuntary redemption constitutes a sale. You
should consult your tax advisor concerning the tax consequences of involuntary
redemptions. You may increase the value of your shares in the Fund to the
minimum amount within the 30-day period. Your shares are 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.

DETERMINATION OF NET ASSET VALUE

The price you pay for your shares is based on the Fund's net asset
value per share (NAV). The NAV is calculated at the close of trading (normally
4:00 p.m. Eastern time) on each day the New York Stock Exchange is open for
business (the Stock Exchange is closed on weekends, Federal holidays and Good
Friday). The NAV is calculated by dividing the value of the Fund's total assets
(including interest and dividends accrued but not yet received) minus
liabilities (including accrued expenses) by the total number of shares
outstanding.

The Fund's assets are generally valued at their market value. If market
prices are not available, or if an event occurs after the close of the trading
market that materially affects the values, assets may be valued by the Fund's
advisor at their fair value, according to procedures approved by the Fund's
board of trustees.

Requests to purchase and sell shares are processed at the NAV next
calculated after we receive your order in proper form.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. The Fund typically distributes
substantially all of its net investment income in the form of dividends and
taxable capital gains to its shareholders. These distributions are automatically
reinvested in the Fund unless you request cash distributions on your application
or through a written request. The Fund expects that its distributions will
consist primarily of capital gains.

TAXES. In general, selling shares of the Fund and receiving
distributions (whether reinvested or taken in cash) are taxable events.
Depending on the purchase price and the sale price, you may have a gain or a
loss on any shares sold. Any tax liabilities generated by your transactions or
by receiving distributions are your responsibility. You may want to avoid making
a substantial investment when the Fund is about to make a distribution because
you would be responsible for any taxes on the distribution regardless of how
long you have owned your shares.

Early each year, the Fund will mail to you a statement setting forth
the federal income tax information for all distributions made during the
previous year. If you do not provide your taxpayer identification number, your
account will be subject to backup withholding.

MANAGEMENT OF THE FUND

Ensemble Investments, Inc., 2010 N. First Street, Suite 301, San Jose,
California, serves as investment advisor to the Fund. The advisor determines the
securities to be held or sold by the Fund, and the portion of the Fund's assets
to be held uninvested. Ensemble Investments was founded in April 1999.

The Fund is authorized to pay the investment advisor, Ensemble
Investments, Inc., a fee equal to an annual average rate of 1.50%. Ensemble
Investments, Inc. pays all of the operating expenses of the Fund except
brokerage, taxes, borrowing costs (such as interest and dividends on securities
sold short), fees and expenses of non-interested person trustees and
extraordinary expenses. In this regard, it should be noted that most investment
companies pay their own operating expenses directly, while the Fund's expenses,
except those specified above, are paid by Ensemble Investments. The advisor (not
the Fund) may pay certain financial institutions (which may include banks,
brokers, securities dealers and other industry professionals) a fee for
providing distribution related services and/or for performing certain
administrative servicing functions for Fund shareholders to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.

JOHN W. HORTON, CFA, is the Fund's Portfolio Manager and is
primarily responsible for the day-to-day management of the Fund's portfolio. Mr.
Horton is the founder, the Chief Investment Officer, and the Chief Executive
Officer of the Fund's advisor, Ensemble Investments, Inc. He has nine years of
experience in the investment management industry.

GREGORY V. TAYLOR, CFA, is a Financial Analyst and Chief Operating
Officer for the advisor, Ensemble Investments, Inc. He has seven years of
experience in the investment management industry. From 1997 to 1999, Mr. Taylor
worked for PR Taylor Associates as an Investment Consultant. From 1993 to 1997,
Mr. Taylor worked for Mercer Global Advisors as an Investment Manager. Mr.
Taylor graduated from the University of California at San Diego with a BA in
Quantitative Economics and Decision Sciences. Mr. Taylor is a Chartered
Financial Analyst.

R.M. (CHIP) SAYE is a Financial Analyst for the Fund's advisor,
Ensemble Investments, Inc. He has five years of experience in the investment
management industry. From 1996 to 1999, Mr. Saye worked for
PricewaterhouseCoopers (PwC) as a Financial Analyst. From 1994 to 1995, Mr. Saye
worked for Charles Williams REIC, a privately-held real estate development
company, as Vice-President of Franchise Development. Mr. Saye graduated from
Duke University with a BA in Economics and from the University of Georgia with
an MBA in Corporate Finance and Risk Management. Mr. Saye is a CFA Level II
Candidate.

<PAGE>

FOR MORE INFORMATION

Call the Fund at (877)-___-____ to request free copies of the SAI and
the Fund's annual and semi-annual reports, to request other information about
the Fund and to make shareholder inquiries.

You may review and copy information about the Funds (including the SAI
and other reports) at the Securities and Exchange Commission (SEC) Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation. You may also obtain reports and other information about the Fund
on the EDGAR Database on the SEC's Internet site at http.//www.sec.gov, and
copies of this information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected], or by
writing the SEC's Public Reference Section of the SEC, Washington, D.C.
20549-0102.

Investment Company Act #811-09541

<PAGE>

AmeriPrime Advisors Trust

Ensemble Community Flagship Fund
Ensemble Community Technology Fund

Ensemble Partners Equity Fund

STATEMENT OF ADDITIONAL INFORMATION

____________, 2000

This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Ensemble Community Funds
dated __________, 2000 or Ensemble Partners Equity Fund dated _______, 2000. A
free copy of each Prospectus can be obtained by writing the Transfer Agent at
431 North Pennsylvania Street, Indianapolis, Indiana 46204, or by calling

- -------------.

TABLE OF CONTENTS PAGE

DESCRIPTION OF THE TRUST AND THE FUNDS........................................

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK

CONSIDERATIONS...............................................................

INVESTMENT LIMITATIONS........................................................

THE INVESTMENT ADVISER........................................................

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

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

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

INVESTMENT PERFORMANCE........................................................

CUSTODIAN.....................................................................

TRANSFER AGENT................................................................

ACCOUNTANTS...................................................................

DISTRIBUTOR...................................................................

ADMINISTRATOR.................................................................

<PAGE>

DESCRIPTION OF THE TRUST AND THE FUND

The Ensemble Community Flagship Fund, the Ensemble Community Technology
Fund, and the Ensemble Partners Equity Fund (each a "Fund" or collectively, the
"Funds") were organized as a non-diversified series of AmeriPrime Advisors Trust
(the "Trust") on December 22, 1999. The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated August 3, 1999 (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. Each Fund is one of a series of funds
currently authorized by the Trustees. The investment adviser to each Fund is
Ensemble Investments, Inc. (the "Adviser").

The Funds do not issue share certificates. All shares are held in
non-certificate form registered on the books of the Funds and the Funds'
transfer agent for the account of the Shareholder. 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 and will been titled to receive
as a class a distribution out of the assets, net of the liabilities, belonging
to that series. Expenses attributable to any series are borne by that series.
Any general expenses of the Trust not readily identifiable as belonging to a
particular series are allocated by or under the direction of the Trustees in
such manner as the Trustees determine to be fair and equitable. No shareholder
is liable to further calls or to assessment by the Trust without his or her
express consent.

Prior to the public offering of the Funds, AmeriPrime Financial
Securities, Inc1793 Kingswood Drive, Suite 200, Southlake, Texas 76092,
purchased all of the outstanding shares of the Funds and may be deemed to
control the Funds. As the controlling shareholder, AmeriPrime Financial
Securities, Inc. could control the outcome of any proposal submitted to the
shareholders for approval, including changes to a Fund's fundamental policies or
the terms of the management agreement with the Adviser. After the public
offering commences, it is anticipated that AmeriPrime Financial Securities, Inc.
will no longer control the Funds.

For information concerning the purchase and redemption of shares of the
Funds, see "How to Buy Shares" and "How to Redeem Shares" in the Funds'
Prospectus. For a description of the methods used to determine the share price
and value of each Fund's assets, see "Determination of Net Asset Value" in the
Funds' Prospectus and this Statement of Additional Information.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

This section contains a discussion of some of the investments the Funds may make
and some of the techniques they may use.

A. Equity Securities. Each Fund may invest in equity securities, which
include common stock, preferred stock, trust or limited partnership interests,
rights and warrants to subscribe to or purchase such securities, sponsored or
unsponsored American Depository Receipts ("ADRs"), European Depository Receipts
("EDR"), Global Depository Receipts ("GDRs"), and convertible securities
consisting of debt securities or preferred stock that may be converted into
common stock or that carry the right to purchase common stock. Common stocks,
the most familiar type, represent an equity (ownership) interest in a
corporation.

Warrants are instruments that entitle the holder to buy underlying equity
securities at a specific price for a specific period of time. A warrant tends to
be more volatile than its underlying securities and ceases to have value if it
is not exercised prior to its expiration date. In addition, changes in the value
of a warrant do not necessarily correspond to changes in the value of its
underlying securities.

ADRs, GDRs and EDRs are certificates evidencing ownership of shares of a
foreign-based issuer held in trust by a bank or similar financial institution.
Designed for use in U.S. and European securities markets, respectively, ADRs,
GDRs and EDRs are alternatives to the purchase of the underlying securities in
their national markets and currencies. ADRs, GDRs and EDRs are subject to the
same risks as the foreign securities to which they relate. See "Risks of
Investing in Foreign Securities" herein.

Preferred stock has a preference in liquidation (and, generally
dividends) over common stock but is subordinated in liquidation to debt. As a
general rule the market value of preferred stocks with fixed dividend rates and
no conversion rights varies inversely with interest rates and perceived credit
risk, with the price determined by the dividend rate. Some preferred stocks are
convertible into other securities, (for example, common stock) at a fixed price
and ratio or upon the occurrence of certain events. The market price of
convertible preferred stocks generally reflects an element of conversion value.
Because many preferred stocks lack a fixed maturity date, these securities
generally fluctuate substantially in value when interest rates change; such
fluctuations often exceed those of long-term bonds of the same issuer. Some
preferred stocks pay an adjustable dividend that may be based on an index,
formula, auction procedure or other dividend rate reset mechanism. In the
absence of credit deterioration, adjustable rate preferred stocks tend to have
more stable market values than fixed rate preferred stocks. All preferred stocks
are also subject to the same types of credit risks of the issuer as corporate
bonds. In addition, because preferred stock is junior to debt securities and
other obligations of an issuer, deterioration in the credit rating of the issuer
will cause greater changes in the value of a preferred stock than in a more
senior debt security with similar yield characteristics. Preferred stocks may be
rated by S&P and Moody's although there is no minimum rating which a preferred
stock must have (and a preferred stock may not be rated) to be an eligible
investment for a Fund. The Advisor expects, however, that generally the
preferred stocks in which a Fund invests will be rated at least CCC by S&P or
Caa by Moody's or, if unrated, of comparable quality in the opinion of the
Advisor. Preferred stocks rated CCC by S&P are regarded as predominantly
speculative with respect to the issuer's capacity to pay preferred stock
obligations and represent the highest degree of speculation among securities
rated between BB and CCC; preferred stocks rated Caa by Moody's are likely to be
in arrears on dividend payments. Moody's rating with respect to preferred stocks
does not purport to indicate the future status of payments of dividends.

B. Option Transactions. Each Fund may engage in option transactions
involving individual stocks as well as stock indexes. An option involves either
(a) the right or the obligation to buy or sell a specific instrument at a
specific price until the expiration date of the option, or (b) the right to
receive payments or the obligation to make payments representing the difference
between the closing price of a market index and the exercise price of the option
expressed in dollars times a specified multiple until the expiration date of the
option. Options are sold (written) on securities and market indexes. The
purchaser of an option on a security pays the seller (the writer) a premium for
the right granted but is not obligated to buy or sell the underlying security.
The purchaser of an option on a market index pays the seller a premium for the
right granted, and in return the seller of such an option is obligated to make
the payment. A writer of an option may terminate the obligation prior to
expiration of the option by making an offsetting purchase of an identical
option. Options are traded on organized exchanges and in the over-the-counter
market. Call options on securities which a Fund sells (writes) will be covered
or secured, which means that the Fund will own the underlying security in the
case of a call option. Each Fund will sell (write) put options only if the Fund
is selling an equivalent amount of the same security short. When a Fund writes
options, it may be required to maintain a margin account, to pledge the
underlying securities or U.S. government obligations or to deposit assets in
escrow with the Custodian. Each Fund may also utilize spreads and straddle
strategies. A spread is the difference in price resulting from a combination of
put and call options within the same class on the same underlying security. A
straddle strategy consists of an equal number of put and call options on the
same underlying stock, stock index, or commodity future at the same strike price
and maturity date.

The purchase and writing of options involves certain risks. The
purchase of options limits a Fund's potential loss to the amount of the premium
paid and can afford the Fund the opportunity to profit from favorable movements
in the price of an underlying security to a greater extent than if transactions
were effected in the security directly. However, the purchase of an option could
result in the Fund losing a greater percentage of its investment than if the
transaction were effected directly. When a Fund writes a covered call option, it
will receive a premium, but it will give up the opportunity to profit from a
price increase in the underlying security above the exercise price as long as
its obligation as a writer continues, and it will retain the risk of loss should
the price of the security decline. When the Fund writes a put option, it will
assume the risk that the price of the underlying security or instrument will
fall below the exercise price, in which case the Fund may be required to
purchase the security or instrument at a higher price than the market price of
the security or instrument. In addition, there can be no assurance that the Fund
can effect a closing transaction on a particular option it has written. Further,
the total premium paid for any option may be lost if the Fund does not exercise
the option or, in the case of over-the-counter options, the writer does not
perform its obligations.

C. Illiquid Securities Each Fund may contain illiquid securities. Illiquid
securities generally include securities which cannot be disposed of promptly and
in the ordinary course of business without taking a reduced price. Securities
may be illiquid due to contractual or legal restrictions on resale or lack of a
ready market. The following securities are considered to be illiquid: repurchase
agreements maturing in more than seven days, nonpublicly offered securities and
restricted securities. Neither Fund will invest more than 15% of its net assets
in illiquid securities.

D. Borrowing. Each Fund may borrow up to one third of the value of its
total assets as a temporary measure for extraordinary or emergency purposes
(including borrowing to meet redemption requests). Because the Funds'
investments will fluctuate in value, whereas the interest obligations on
borrowed funds may be fixed, during times of borrowing, the Funds' net asset
value may tend to increase more when its investments increase in value, and
decrease more when its investments decrease in value. In addition, interest
costs on borrowings may fluctuate with changing market interest rates and may
partially offset or exceed the return earned on the borrowed funds. Also, during
times of borrowing under adverse market conditions, the Funds might have to sell
portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales.

INVESTMENT LIMITATIONS

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

1. Borrowing Money. The Funds 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 Funds; 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 each Fund's total assets at the time when the
borrowing is made. This limitation does not preclude the Funds from entering
into reverse repurchase transactions, provided that the Funds have an asset
coverage of 300% for all borrowings and repurchase commitments of the Funds
pursuant to reverse repurchase transactions.

2. Senior Securities. The Funds 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 Funds 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 Funds 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 Funds 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 Funds will not purchase or sell commodities unless
acquired as a result of ownership of securities or other investments. This
limitation does not preclude the Funds 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 Funds 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. No Fund will invest 25% or more of its total assets
in a particular industry. This limitation is not applicable to investments in
obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities or repurchase agreements with respect thereto.

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

Notwithstanding any of the foregoing limitations, any investment
company, whether organized as a trust, association or corporation, or a personal
holding company, may be merged or consolidated with or acquired by the Trust,
provided that if such merger, consolidation or acquisition results in an
investment in the securities of any issuer prohibited by said paragraphs, the
Trust shall, within ninety days after the consummation of such merger,
consolidation or acquisition, dispose of all of the securities of such issuer so
acquired or such portion thereof as shall bring the total investment therein
within the limitations imposed by said paragraphs above as of the date of
consummation.

Non-Fundamental. The following limitations have been adopted by the
Trust with respect to each Fund and are Non-Fundamental (see "Investment
Restrictions" above).

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

2. Borrowing. No Fund will purchase any security while borrowings
(including reverse repurchase agreements) representing more than one third of
its total assets are outstanding.

3. Margin Purchases. No Fund will purchase securities or evidences of
interest thereon on "margin." This limitation is not applicable to short term
credit obtained by a Fund for the clearance of purchases and sales or redemption
of securities, or to arrangements with respect to transactions involving
options, futures contracts, short sales and other permitted investments and
techniques.

4. Options. The Funds will not purchase or sell puts, calls, options or
straddles, except as described in the Fund's Prospectus or Statement of
Additional Information.

5. Illiquid Investments. The Funds will not invest in securities for
which there are legal or contractual restrictions on resale and other illiquid
securities.

6. Short Sales. The Funds will not effect short sales of securities except as
described in the Fund's Prospectus or Statement of Additional Information.

THE INVESTMENT ADVISER

The Funds' investment adviser is Ensemble Investments, Inc, 2010 N.
First Street, Suite 301, San Jose, California 95131. [ ] may be deemed to
control Ensemble Investments, Inc. due to their respective share of the
ownership of the Adviser.

Under the terms of the management agreements (the "Agreements"), the
adviser manages each Fund's investments subject to approval of the Board of
Trustees and pays all of the expenses of the Funds except brokerage, taxes,
borrowing costs (such as interest and dividend expense of securities sold
short), interest, fees and expenses of non-interested person trustees and
extraordinary expenses. As compensation for its management services and
agreement to pay each Fund's expenses, each Fund is obligated to pay the Adviser
a fee computed and accrued daily and paid monthly at an annual rate of 1.50% of
the average daily net assets of the Fund.

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

The adviser may make payments to banks or other financial institutions
that provide shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by the
courts or appropriate regulatory agencies, management of the Funds 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
Funds 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. Each Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Funds, no preference will be shown for such
securities.

TRUSTEES AND OFFICERS

The Board of Trustees supervises the business activities of the Trust.
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>
<S> <C> <C>
==================================== ---------------- ======================================================================
NAME, AGE AND ADDRESS POSITION PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================
*Kenneth D. Trumpfheller President and President, Treasurer and Secretary of AmeriPrime Financial Services,
1793 Kingswood Drive and Trustee Financial Services, Inc., the Fund's administrator, and AmeriPrime
Suite 200 Financial Securities, Inc., the Fund's distributor, since 1994.
Southlake, Texas 76092 President and Trustee of AmeriPrime Funds and AmeriPrime Insurance
Trust. Prior to December, 1994, a senior client executive with SEI
Year of Birth: 1958 Financial Services
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================
Paul Bellany Secretary, Secretary, Treasurer and Chief Financial Officer of AmeriPrime
1793 Kingswood Drive and Treasurer Financial Services, Inc. and AmeriPrime Financial Securities, Inc.;
Suite 200 Treasurer and Secretary of AmeriPrime Funds and AmeriPrime Insurance
Southlake, Texas 76092 Trust. Various positions with Fidelity Investments from 1987 to 1998;
most recently Fund Reporting Unit Manager
Year of Birth: 1959
==================================== ---------------- ======================================================================
==================================== ---------------- ======================================================================
Mark W. Muller Trustee Account Manager for Clarion Technologies, a manufacturer of
175 Westwood Drive manufacturer of automotive, heavy truck, and consumer
Suite 300 goods, from 1996 to present. From 1986 to 1996, an
Southlake, Texas 76092 engineer for Sicor, a telecommunication hardware company.
Year of Birth: 1964
==================================== ---------------- ======================================================================
==================================== ================ ======================================================================
Richard J. Wright, Jr. Trustee Various positions (most recently Program Manager) with Texas
8505 Forest Lane Texas Instruments, a technology company, from 1985 to present.
MS 8672
Dallas, Texas 75243

Year of Birth: 1962
==================================== ================ ======================================================================
</TABLE>

The following table estimates the Trustees' compensation for the first
full fiscal year. Trustee fees are Trust expenses and each series of the Trust
pays a portion of the Trustee fees.
<TABLE>
<S> <C> <C>
==================================== ----------------------- ==================================
AGGREGATE TOTAL COMPENSATION
NAME COMPENSATION FROM TRUST (THE TRUST IS
FROM TRUST NOT IN A FUND COMPLEX)
==================================== ----------------------- ==================================
==================================== ----------------------- ==================================
Kenneth D. Trumpfheller 0 0
==================================== ----------------------- ==================================
==================================== ----------------------- ==================================
Mark W. Muller $6,000 $6,000
==================================== ----------------------- ==================================
==================================== ======================= ==================================
Richard J. Wright $6,000 $6,000
==================================== ======================= ==================================
</TABLE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust,
the Adviser is responsible for each Fund's portfolio decisions and the placing
of each Fund's portfolio transactions. In placing portfolio transactions, the
Adviser seeks the best qualitative execution for each Fund, taking into account
such factors as price (including the applicable brokerage commission or dealer
spread), the execution capability, financial responsibility and responsiveness
of the broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. Consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., and subject to its obligation of seeking best qualitative execution, the
Adviser may give consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio transactions.

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

Research services include supplemental research, securities and
economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom the Funds effect securities
transactions may also be used by the Advisr in servicing all of its accounts.
Similarly, research and information provided by brokers or dealers serving other
clients may be useful to the Adviser in connection with its services to the
Funds. Although research services and other information are useful to the Funds
and the , it is not possible to place a dollar value on the research and other
information received. It is the opinion of the Board of Trustees and the Adviser
that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Funds 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 Adviser's clients seek
to acquire the same security at about the same time, the Trust may not be able
to acquire as large a position in such security as it desires or it may have to
pay a higher price for the security. Similarly, the Trust may not be able to
obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if the other client desires to sell the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one client, the resulting
participation in volume transactions could produce better executions for the
Trust. In the event that more than one client wants to purchase or sell the same
security on a given date, the purchases and sales will normally be made by
random client selection.]

DETERMINATION OF SHARE PRICE

The price (net asset value) of the shares of each 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 each 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 "Determination of Net
Asset Value" in the Prospectus.

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

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

INVESTMENT PERFORMANCE

Each Fund may periodically advertise "average annual total return."
"Average annual total return," as defined by the Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
for the period indicated that would equate the initial amount invested to the
ending redeemable value, according to the following formula:

P(1+T)n=ERV

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

The computation assumes that all dividends and distributions are reinvested at
the net asset value on the reinvestment dates and that a complete redemption
occurs at the end of the applicable period. If each Fund has been in existence
less than one, five or ten years, the time period since the date of the initial
public offering of shares will be substituted for the periods stated.

Each Fund may also advertise performance information (a
"non-standardized quotation") which is calculated differently from average
annual total return. A non-standardized quotation of total return may be a
cumulative return which measures the percentage change in the value of an
account between the beginning and end of a period, assuming no activity in the
account other than reinvestment of dividends and capital gains distributions. A
non-standardized quotation may also be an average annual compounded rate of
return over a specified period, which may be a period different from those
specified for average annual total return. In addition, a non-standardized
quotation may be an indication of 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. These non-standardized quotations do not include the effect of
the applicable sales load which, if included, would reduce the quoted
performance. A non-standardized quotation of total return will always be
accompanied by the Fund's average annual total return as described above.

Each Fund's investment performance will vary depending upon market
conditions, the composition of that Fund's portfolio and operating expenses of
that Fund. These factors and possible differences in the methods and time
periods used in calculating non-standardized investment performance should be
considered when comparing each Fund's performance to those of other investment
companies or investment vehicles. The risks associated with each 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 any of the
Funds may be compared to indices of broad groups of unmanaged securities
considered to be representative of or similar to the portfolio holdings of the
Funds or considered to be representative of the stock market in general. These
may include the Standard & Poor's 500 Stock Index, the NASDAQ Composite Index or
the Dow Jones Industrial Average.

In addition, the performance of any of the Funds 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 any of the Funds. Performance rankings and
ratings reported periodically in national financial publications such as
Barron's and Fortune also may be used.

CUSTODIAN

Firstar Bank, N.A., 425 Walnut Street M.L 6118, Cincinnati, Ohio 45202,
is Custodian of the Funds' investments. The Custodian acts as the Funds'
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Funds' request and
maintains records in connection with its duties.

TRANSFER AGENT

Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Funds' 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 Funds' shares, acts as dividend and distribution disbursing
agent and performs other accounting and shareholder service functions. In
addition, Unified provides the Funds with fund accounting services, which
includes certain monthly reports, record-keeping and other management-related
services. For its services as fund accountant, Unified receives an annual fee
from the equal to 0.0275% of each Fund's assets up to $100 million (subject to
various monthly minimum fees, the maximum being $2,100 per month for assets of
$20 to $100 million).

ACCOUNTANTS

The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake,
Ohio 44145, has been selected as independent public accountants for the Funds
for the first fiscal year. McCurdy & Associates performs an annual audit of each
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
Funds. Kenneth D. Trumpfheller, a Trustee and officer of the Trust, is an
affiliate of the Distributor. The Distributor is obligated to sell the shares of
the Funds on a best efforts basis only against purchase orders for the shares.
Shares of the Funds are offered to the public on a continuous basis.

ADMINISTRATOR

The Funds retain AmeriPrime Financial Services, Inc., 1793
Kingswood Drive, Suite 200, Southlake, TX 76092, (the "Administrator") to manage
the Funds' business affairs and provide the Funds with administrative services,
including all regulatory reporting and necessary office equipment, personnel and
facilities. [The Administrator receives a monthly fee from the Adviser equal to
an annual average rate of 01.0% of each Fund's average daily net assets up to
fifty million dollars, 0.075% of each Fund's average daily net assets from fifty
to one hundred million dollars and 0.050% of each fund's average daily net
assets over one hundred million dollars.]

<PAGE>

AMERIPRIME ADVISORS TRUST

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Articles of Incorporation.

(i) Registrant's Agreement and Declaration of Trust, which was filed
as an Exhibit to Registrant's Registration Statement, is hereby
incorporated by reference.

(ii) Copy of Amendment No. 1 to Registrant's Declaration of Trust is
filed herewith.

(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust is
filed herewith.

(b) By-laws. Registrant's By-laws, which were filed as an Exhibit to
Registrant's Registration Statement, are hereby incorporated by
reference.

(c) Instruments Defining Rights of Security Holder. None (other than in
the Declaration of Trust and By-laws of the Registrant).

(d) Investment Advisory Contracts.

(i) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Equity Fund, which was filed as
an Exhibit to Registrant's Pre-Effective Amendment No. 1, is
hereby incorporated by reference.

(ii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Small Cap Equity Fund, which was
filed as an Exhibit to Registrant's Pre-Effective Amendment No.
1, is hereby incorporated by reference.

(iii) Registrant's Management Agreement with Stoneridge Investment
Partners, LLC for the Stoneridge Bond Fund, which was filed as an
Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby
incorporated by reference.

(iv) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Opportunity Growth Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
3, is hereby incorporated by reference.

(v) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Value Fund, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 3, is hereby
incorporated by reference.

(vi) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Large Cap Fund, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.

(vii) Registrant's Management Agreement with Nashville Capital
Corporation for the Monteagle Fixed Income Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.

(viii) Advisory Agreement for the Monteagle Opportunity Growth Fund,
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 3, is hereby incorporated by reference.

(ix) Advisory Agreement for the Monteagle Value Fund, which was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 3, is
hereby incorporated by reference.

(x) Advisory Agreement for the Monteagle Large Cap Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
3, is hereby incorporated by reference.

(xi) Advisory Agreement for the Monteagle Fixed Income Fund, which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
3, is hereby incorporated by reference.

(xii) Registrant's Management Agreement with Ensemble Investments,
Inc. for the Ensemble Community Flagship Fund is filed herewith.

(xii) Registrant's Management Agreement with Ensemble Investments,
Inc. for the Ensemble Community Technology Fund is filed
herewith.

(xiv) Registrant's Management Agreement with Ensemble Investments,
Inc. for the Ensemble Partners Equity Fund is filed herewith.

(e) Underwriting Contracts.

(i) Registrant's Underwriting Agreement with AmeriPrime Financial
Securities, Inc., which was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby incorporated by
reference.

(ii) Registrant's form of Dealer Agreement to be supplied.

(iii) Amended Exhibit A to Underwriting Agreement is filed herewith.

(f) Bonus or Profit Sharing Contracts. None.

(G) Custodian Agreements.

(i) Registrant's Custodian Agreement with Firstar Bank, N.A. which
was filed as an Exhibit to Registrant's Pre-Effective Amendment
No. 1, is hereby incorporated by reference.

(ii) Amended Appendix B to Custodian Agreement is filed herewith.

(h) Other Material Contracts. None.

(i) Legal Opinion. Opinion and Consent of Brown, Cummins & Brown Co.,L.P.A.
is filed herewith.

(j) Other Opinions. Consent of McCurdy & Associates CPA's, Inc. is filed
herewith.

(k) Omitted Financial Statements. None.

(l) Initial Capital Agreements. Letter of Initial Stockholder, which
was filed as an Exhibit to Registrant's Pre-Effective Amendment No.
1, is hereby incorporated by reference.

(m) Rule 12b-1 Plan. None.

(n) Financial Data Schedule. None.

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

(p) Power of Attorney.

(i) Power of Attorney for Registrant and Certificate with respect
thereto, which were filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, are hereby incorporated by
reference.

(ii) Powers of Attorney for the Trustees and Officers, which were filed
as an Exhibit to Registrant's Pre-Effective Amendment No. 1, are
hereby incorporated by reference.

Item 24. Persons Controlled by or Under Common Control with the Funds

As of December 15, 1999, First Union National Bank, Trustee, owned 25.26% of the
StoneRidge Small Cap Fund, 92.02% of the StoneRidge Equity Fund and 99.82% of
the StoneRidge Bond Fund. As a result, the StoneRidge Small Cap Fund, StoneRidge
Equity Fund, and StoneRidge Bond Fund may be deemed to be under common control.

Item 25. Indemnification

(a) Article VI of the Registrant's Declaration of Trust provides for
indemnification of officers and Trustees as follows:

Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act,
the Trust shall indemnify each of its Trustees and officers (including persons
who serve at the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a shareholder, creditor or
otherwise (hereinafter referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.

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

Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification
provided by this Article VI shall not be exclusive of or affect any other rights
to which any such Covered Person may be entitled. As used in this Article VI,
"Covered Person" shall include such person's heirs, executors and
administrators. Nothing contained in this article shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.

The Registrant may not pay for insurance which protects the Trustees and
officers against liabilities rising from action involving willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of their offices.

(b) The Registrant may maintain a standard mutual fund and investment advisory
professional and directors and officers liability policy. The policy, if
maintained, would provide coverage to the Registrant, its Trustees and officers,
and could cover its Advisors, among others. Coverage under the policy would
include losses by reason of any act, error, omission, misstatement, misleading
statement, neglect or breach of duty.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions of Ohio law and the Agreement and
Declaration of the Registrant or the By-Laws of the Registrant, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Trust in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

(a) Stoneridge Investment Partners, LLC ("Stoneridge"), 7 Great Valley Parkway,
Suite 290, Malvern, PA 19355, adviser to the Stoneridge Equity Fund, Stoneridge
Small Cap Equity Fund and Stoneridge Bond Fund, is a registered investment
adviser.

(i) Stoneridge has engaged in no other business during the past two fiscal
years.

(ii) Information with respect to each officer and member of Stoneridge is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisors Act (File No. 801-56755).

(b) Nashville Capital Corporation ("NCC"), 209 10th Avenue South, Suite 332,
Nashville, TN 37203, investment manager to the Monteagle Opportunity Growth
Fund, Monteagle Value Fund, Monteagle Large Cap Fund, Monteagle Fixed Income
Fund, is a registered investment adviser.

(i) NCC has engaged in investment banking and general management consulting in
the health care industry since 1992 and has engaged in market investment
advising to institutional investors since 1993.

(ii) Information with respect to each officer and member of NCC is incorporated
by reference to Schedule D of Form ADV filed by it under the Investment Advisors
Act (File No. 801-32593).

(c) Robinson Investment Group, Inc.("Robinson"), 5301 Virginia Way, Suite 150,
Brentwood, Tennessee 37027, adviser to the Monteagle Value Fund is a
registered investment adviser.

(i) Robinson has engaged in no other business during the past two fiscal years.

(ii) Information with respect to each officer and director of Robinson is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File No. 801-51450)

(d) Howe and Rusling, Inc. ("Howe and Rusling"), 120 East Avenue, Rochester,
New York 14604, adviser to Monteagle Large Cap Fund and Monteagle Fixed
Income Fund is a registered investment adviser.

(i) Howe and Rusling has engaged in no other business during the past two
fiscal years.

(ii) Information with respect to each officer and director of Howe and Rusling
is incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisors Act (File No. 801-294).

(e) T.H. Fitzgerald, Jr. ("Fitzgerald"), 180 Church Street, Naugatuck,
Connecticut 06770, adviser for the Monteagle Opportunity Growth Fund, is a
registered investment adviser.

(i) Fitzgerald has engaged in no other business during the past two fiscal
years.

(ii) Information with respect to each principal of Fitzgerald is incorporated by
reference to Schedule D of Form ADV filed by it under the Investment
Advisors Act (File 801-12196)

(f) Ensemble Investments, Inc. ("Ensemble"), 2010 N. First Street, San Jose,
California, adviser for the Ensemble Community Flagship Fund, Ensemble
Community Technology Fund and Ensemble Partners Equity Fund, has filed an
application to become a registered investment adviser.

(i) Ensemble has engaged in no other business during the past two fiscal years.

(ii) Information with respect to each officer and director of Ensemble is
incorporated by reference to Schedule D of Form ADV filed by it under
The Investment Advisors Act [(File number to be supplied)].

Item 27. Principal Underwriters

(a) AmeriPrime Financial Securities, Inc. is the Registrant's principal
underwriter. Kenneth D. Trumpfheller, 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, is the President, Secretary and Treasurer of the
underwriter and the President and a Trustee of the Registrant. It is also the
underwriter for the AmeriPrime Funds, AmeriPrime Insurance Trust, the Kenwood
Funds, the Rockland Funds Trust, the TANAKA Funds, Inc. and the Grand Prix Fund.

(b) Information with respect to each director and officer of AmeriPrime
Financial Securities, Inc. is incorporated by reference to Schedule A of Form BD
filed by it under the Securities Exchange Act of 1934 (File No. 8-48143).

Item 28. Location of Accounts and Records

Accounts, books and other documents required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the Rules promulgated thereunder will
be maintained by the Registrant at 1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092 and/or by the Registrant's Custodian, Firstar Bank, N.A., 425 Walnut
Street, Cincinnati, Ohio 45202, and/or by the Registrant's Transfer Agent,
Unified Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis,
Indiana 46204.

Item 29. Management Services Not Discussed in Parts A or B

None.

Item 30. Undertakings

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio on the __ day of December,
1999.

AmeriPrime Advisors Trust

By: ___/s/______________________________
Donald S. Mendelsohn
Attorney-in Fact

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

_____________________________ *By:________________________________
Kenneth D. Trumpfheller,* Donald S. Mendelsohn
President and Trustee Attorney-in-Fact

December 29, 1999
________________________________
Mark Muller,* Trustee

________________________________
Richard Wright,* Trustee

________________________________
Paul S. Bellany,* Treasurer

<PAGE>

EXHIBIT INDEX

1. Copy of Amendment No. 1 to Registrant's Declaration of Trust.....EX-99.23.a.i
2. Copy of Amendment No. 2 to Registrant's Declaration of Trust....EX-99.23.a.ii
3. Management Agreement for the Ensemble Community Flagship Fund....EX-99.23.d.i
4. Management Agreement for the Ensemble Community Technology Fund..............
................................................................EX-99.23.d.ii
5. Management Agreement for the Ensemble Partners Equity Fund.....EX-99.23.d.iii
6. Amended Exhibit A to Underwriting Agreement........................EX-99.23.e
7. Amended Appendix B to Custodian Agreement..........................EX-99.23.g
8. Opinion of Counsel.................................................EX-99.23.i
9. Consent of Accountant..............................................EX-99.23.j

AMERIPRIME ADVISORS TRUST AMENDMENT NO. 1

AGREEMENT AND DECLARATION OF TRUST

1. Pursuant to Section 4.1 of the Agreement and Declaration of Trust of
AmeriPrime Advisors Trust and effective upon execution of this document, the
undersigned, being a majority of the trustees of AmeriPrime Advisors Trust,
hereby establish four new series of shares of the Trust and designate such
series the "Monteagle Opportunity Growth Fund," "Monteagle Value Fund,"
"Monteagle Large Cap Fund" and "Monteagle Fixed Income Fund" (the "Series"). The
relative rights and preferences of each series shall be those rights and
preferences set forth in Section 4.2 of the Agreement and Declaration of Trust
of AmeriPrime Advisors Trust.

2. Pursuant to Sections 4.1 and 7.3 of the Agreement and Declaration of
Trust of AmeriPrime Advisors Trust and effective upon the execution of this
document, the undersigned, being a majority of the trustees of AmeriPrime
Advisors Trust, hereby change the name of the "Stoneridge Small Cap Equity Fund"
to "StoneRidge Small Cap Equity Fund," "Stoneridge Equity Fund" to "StoneRidge
Equity Fund" and "Stoneridge Bond Fund" to "StoneRidge Bond Fund." The relative
rights and preferences of each Series shall be those rights and preferences set
forth in Section 4.2 of the Agreement and Declaration of Trust of AmeriPrime
Funds.

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

_____/s/___________________________
Kenneth D. Trumpfheller

___________________________________
Richard J. Wright

____/s/____________________________
Mark W. Muller

Dated: October 12, 1999

AMERIPRIME ADVISORS TRUST AMENDMENT NO. 2

AGREEMENT AND DECLARATION OF TRUST

1. Pursuant to Section 4.1 of the Agreement and Declaration of Trust of
AmeriPrime Advisors Trust and effective upon execution of this document, the
undersigned, being a majority of the trustees of AmeriPrime Advisors Trust,
hereby establish five new series of shares of the Trust and designate such
series the "Enhans RT SPDR Fund," "Enhans RT Sector Fund," "Ensemble Community
Technology Fund," "Ensemble Community Flagship Fund" and "Ensemble Partners
Equity Fund" (the "Series"). The relative rights and preferences of each Series
shall be those rights and preferences set forth in Section 4.2 of the Agreement
and Declaration of Trust of AmeriPrime Advisors Trust.

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

_____________/s/_________________________
Kenneth D. Trumpfheller

____________/s/__________________________
Richard J. Wright

___________/s/___________________________
Mark W. Muller

Dated: December 22, 1999

MANAGEMENT AGREEMENT

TO: Ensemble Investments, Inc.
2010 N. First Street
San Jose, California

Dear Sirs:

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

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

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

1. ADVISORY SERVICES

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

2. ALLOCATION OF CHARGES AND EXPENSES

You will pay all operating expenses of the Fund, including the
compensation and expenses of any employees of the Fund and of any other persons
rendering any services to the Fund; clerical and shareholder service staff
salaries; office space and other office expenses; fees and expenses incurred by
the Fund in connection with membership in investment company organizations;
legal, auditing and accounting expenses; expenses of registering shares under
federal and state securities laws, including expenses incurred by the Fund in
connection with the organization and initial registration of shares of the Fund;
insurance expenses; fees and expenses of the custodian, transfer agent, dividend
disbursing agent, shareholder service agent, plan agent, administrator,
accounting and pricing services agent and underwriter of the Fund; expenses,
including clerical expenses, of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses and statements of
additional information for delivery to the Fund's current and prospective
shareholders; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; expenses of shareholders'
meetings and proxy solicitations; advertising, promotion and other expenses
incurred directly or indirectly in connection with the sale or distribution of
the Fund's shares (excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the"1940 Act")
as amended); and all other operating expenses not specifically assumed by the
Fund.

The Fund will pay all brokerage fees and commissions, taxes, borrowing
costs (such as (a) interest and (b) dividend expenses on securities sold short),
interest, fees and expenses of the non-interested person trustees and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Trust's trustees and
officers with respect thereto. The Fund will also pay expenses which it is
authorized to pay pursuant to Rule 12b-1 under the 1940 Act. You may obtain
reimbursement from the Fund, at such time or times as you may determine in your
sole discretion, for any of the expenses advanced by you, which the Fund is
obligated to pay, and such reimbursement shall not be considered to be part of
your compensation pursuant to this Agreement.

3. COMPENSATION OF THE ADVISER

For all of the services to be rendered and payments to be made
as provided in this Agreement, as of the last business day of each month, the
Fund will pay you a fee at the annual rate of 1.50% of the average value of its
daily net assets.

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

4. EXECUTION OF PURCHASE AND SALE ORDERS

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

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

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

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

5. LIMITATION OF LIABILITY OF ADVISER

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

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

6. DURATION AND TERMINATION OF THIS AGREEMENT

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

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

Agreement shall automatically terminate in the event of its assignment.

7. USE OF NAME

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

8. AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval, and (if required under
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) by vote of the holders of a majority of the outstanding voting securities
of the series to which the amendment relates.

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

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

10. SEVERABILITY

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

11. QUESTIONS OF INTERPRETATION

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

(b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.

(c) Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.

12. NOTICES

Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust is
1793 Kingswood Drive, Southlake, Texas 76092, and your address for this purpose
shall be 2010 N. First Street, San Jose, California 95131.

13. COUNTERPARTS

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

14. BINDING EFFECT

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

15. CAPTIONS

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

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

Yours very truly,

ATTEST:

AmeriPrime Advisors Trust

By: ___/s/___________________________ By:___/s/__________________________
Monta Henry Kenneth D. Trumpfheller, President

Dated: December 28, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Ensemble Investments, Inc.

By:____/s/__________________________ By:_______/s/___________________________
Audrey LaPenna Gregory V. Taylor

Dated: December 28, 1999

MANAGEMENT AGREEMENT

TO: Ensemble Investments, Inc.
2010 N. First Street
San Jose, California

Dear Sirs:

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

1. ADVISORY SERVICES

2. ALLOCATION OF CHARGES AND EXPENSES

3. COMPENSATION OF THE ADVISER

4. EXECUTION OF PURCHASE AND SALE ORDERS

5. LIMITATION OF LIABILITY OF ADVISER

6. DURATION AND TERMINATION OF THIS AGREEMENT

Agreement shall automatically terminate in the event of its assignment.

7. USE OF NAME

8. AMENDMENT OF THIS AGREEMENT

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

10. SEVERABILITY

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

11. QUESTIONS OF INTERPRETATION

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

12. NOTICES

13. COUNTERPARTS

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

14. BINDING EFFECT

15. CAPTIONS

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

Yours very truly,

ATTEST:

AmeriPrime Advisors Trust

By: ____/s/________________________ By: ____/s/____________________________
Monta Henry Kenneth D. Trumpfheller, President

Dated: December 28, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Ensemble Investments, Inc.

By: ___/s/_________________________ By: _______/s/___________________________
Audrey LaPenna Gregory V. Taylor

Dated: December 28, 1999

MANAGEMENT AGREEMENT

TO: Ensemble Investments, Inc.
2010 N. First Street
San Jose, California

Dear Sirs:

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

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

1. ADVISORY SERVICES

2. ALLOCATION OF CHARGES AND EXPENSES

3. COMPENSATION OF THE ADVISER

4. EXECUTION OF PURCHASE AND SALE ORDERS

5. LIMITATION OF LIABILITY OF ADVISER

6. DURATION AND TERMINATION OF THIS AGREEMENT

7. USE OF NAME

8. AMENDMENT OF THIS AGREEMENT

9. LIMITATION OF LIABILITY TO TRUST PROPERTY

10. SEVERABILITY

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

11. QUESTIONS OF INTERPRETATION

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

12. NOTICES

13. COUNTERPARTS

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

14. BINDING EFFECT

15. CAPTIONS

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

Yours very truly,

ATTEST:

AmeriPrime Advisors Trust

By: _______/s/______________ By: _______/s/____________________________
Monta Henry Kenneth D. Trumpfheller, President

Dated: December 28, 1999

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Ensemble Investments, Inc.

By: _/s/_________________________ By: ___/s/________________________
Audrey LaPenna Gregory V. Taylor

Dated: December 28, 1999

AMENDED EXHIBIT A
TO UNDERWRITING AGREEMENT

(effective December 22, 1999)

StoneRidge Bond Fund
StoneRidge Small Cap Equity Fund

StoneRidge Equity Fund
Monteagle Opportunity Growth Fund

Monteagle Value Fund
Monteagle Large Cap Fund

Monteagle Fixed Income Fund
Enhans RT SPDR Fund

Enhans RT Sector Fund
Ensemble Community Flagship Fund

Ensemble Community Technology Fund
Ensemble Partners Equity Fund

AMENDED APPENDIX B
TO CUSTODIAN AGREEMENT

Series of the Trust
(effective December 22, 1999)

StoneRidge Bond Fund
StoneRidge Small Cap Equity Fund

StoneRidge Equity Fund
Monteagle Opportunity Growth Fund

Monteagle Value Fund
Monteagle Large Cap Fund

Monteagle Fixed Income Fund
Enhans RT SPDR Fund

Enhans RT Sector Fund
Ensemble Community Flagship Fund

Ensemble Community Technology Fund
Ensemble Partners Equity Fund

===================== ===================================== ====================
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET JOANN M. STRASSER
JAMES R. CUMMINS CINCINNATI, OHIO 45202 AARON A. VANDERLAAN
ROBERT S BROWN TELEPHONE (513) 381-2121
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 OF COUNSEL
LYNNE SKILKEN GILBERT BETTMAN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN

====================== ==================================== ====================

December 28, 1999

AmeriPrime Advisors Trust
1793 Kingswood Drive
Southlake, Texas 76092

RE: AMERIPRIME ADVISORS TRUST, FILE NOS. 333-85083 AND 811-09541______

Gentlemen:

This letter is in response to your request for our opinion in
connection with the filing of the Post-Effective Amendment No. 4 to the
Registration Statement of the AmeriPrime Advisors Trust (the "Trust".)

We have examined a copy of the Trust's Agreement and Declaration of
Trust, the Trust's By-Laws, the Trust's record of the various actions by the
Trustees thereof, and all such agreements, certificates of public officials,
certificates of officers and representatives of the Trust and others, and such
other documents, papers, statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures and the conformity to original documents of the copies of such
documents supplied to us as original or photostat copies.

Based upon the foregoing, we are of the opinion that after Post-Effective
Amendment No. 4 is effective for purposes of federal and applicable state
securities laws, the shares of StoneRidge Bond Fund, StoneRidge Small Cap Equity
Fund, StoneRidge Equity Fund, Monteagle Opportunity Growth Fund, Monteagle Value
Fund, Monteagle Large Cap Fund, Monteagle Fixed Income Fund, Enhans RT SPDR
Fund, Enhans RT Sector Fund, Ensemble Community Flagship Fund, Ensemble
Community Technology Fund and Ensemble Partners Equity Fund, each a series of
the Trust, if issued in accordance with the then current Prospectus and
Statement of Additional Information of such Funds, will be legally issued, fully
paid and non-assessable.

We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment No.
4 to the Registration Statement.

Very truly yours,

/s/

Brown, Cummins & Brown Co., L.P.A.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to all references to our
firm included in or made a part of this Post-Effective Amendment No. 4 to
AmeriPrime Advisors Trust's Registration Statement on Form N-1A (file No.
333-85083), including the reference to our firm under the heading "Accountants"
in the Statement of Additional Information.

/s/

- ----------------------------
McCurdy & Associates CPA's, Inc.
Westlake, Ohio

December 27, 1999