AMERIPRIME ADVISORS TRUST, 485APOS, 2000-03-09

AMERIPRIME ADVISORS TRUST
485APOS, 2000-03-09

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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. 7 / X /
------- ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / /
----
OF 1940

Amendment No. 8 / 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.

10671 03/02/2000 1:44 PM

<PAGE>

Paragon Dynamic Hedge Fund
PARAGON UNCORRELATED RETURN FUND

PROSPECTUS DATED __________________, 2000

3651 N 100 E., Suite 275
Provo, UT 84604

(800) ___-____

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.

11225 03/03/2000 11:56 AM

TABLE OF CONTENTS

PAGE

DYNAMIC HEDGE FUND..............................................................

UNCORRELATED RETURN FUND........................................................

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

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

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

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

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

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

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

<PAGE>

DYNAMIC HEDGE FUND

INVESTMENT OBJECTIVE

The investment objective of the Dynamic Hedge Fund is long term growth of
capital.

PRINCIPAL STRATEGIES

The Fund seeks to achieve its objective by investing in equity
securities of companies that the Fund's adviser believes offer potential for
long term growth, and selling equity securities short as a hedge against adverse
market conditions. The Fund's adviser follows a dynamic model to allocate the
Fund's portfolio between equity securities it holds "long" and equity securities
it sells short, based on its perception of overall market direction. If the
adviser believes the equity market is undervalued, the majority (under normal
circumstances, up to 80%) of the Fund's portfolio will be invested "long" in
equity securities. If the adviser believes the equity market is overvalued, more
of the Fund's portfolio (up to 50%) will be sold short. The Adviser expects that
a portion of the Fund's assets will always be invested in short positions.

Equity securities in which the Fund may invest will primarily consist
of common stock and exchange traded index products such as S & P Depositary
Receipts (commonly referred to as SPDRs). SPDRs are shares of a publicly traded
unit investment trust which owns the stocks included in the S&P 500 Index, and
changes in the price of SPDRs track the movement of the Index relatively
closely. The Fund may invest up to 50% of its assets in foreign companies in the
world's developed [and emerging] markets by purchasing American Depositary
Receipts ("ADRs") and index products like World Equity Benchmark Shares
("WEBS"). An ADR is a U.S. dollar denominated certificate that evidences
ownership of shares of a foreign company. ADRs are alternatives to the direct
purchase of the underlying foreign stock. WEBS represent a broad portfolio of
publicly traded stocks in a selected country. Each WEBS Index Series seeks to
generate investment results that generally correspond to the market yield
performance of a given Morgan Stanley Capital International ("MSCI") Index.

Short selling means the Fund sells a security that it does not own,
borrows the same security from a broker or other institution to complete the
sale, and buys the same security at a later date to repay the lender. If the
security is overvalued, and the price declines before the Fund buys the
security, the Fund makes a profit. If the price of the security increases before
the Fund buys the security, the Fund loses money.

The adviser will select common stocks and index products for long and
short positions based on its perception of market conditions. The adviser will
focus its long positions on countries, industries and companies whose securities
are experiencing upward price momentum and other positive developments such as
positive earnings surprises and upward analyst earnings estimate revisions. The
Adviser will focus its short positions on countries, industries and companies
whose securities are experiencing downward price momentum and other negative
developments such as depressed earnings expectations. The adviser's selection
process is dynamic, so that positions will rotate to other countries, industries
and companies as market conditions change. The adviser will sell securities when
the model suggests that positions should rotate or when particular securities
are performing poorly, in the adviser's judgment.

The adviser anticipates that its model will result in active trading of
the Fund's portfolio securities. As the Fund is non-diversified, its portfolio
may at times focus on a limited number of securities that the adviser believes
offer superior prospects for growth. The adviser does not intend to use leverage
with respect to its short positions; as a result, the portfolio under normal
circumstances will always include sufficient cash equivalents (such as money
market instruments, money market funds or repurchase agreements) to cover its
obligations to close its short positions.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o SHORT SALE RISK. The 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 securities because the maximum
sustainable loss on a security purchased is limited to the amount paid for
the security plus the transactions costs, whereas there is no maximum
attainable price of the shorted security. Therefore, in theory, securities
sold short have unlimited risk. You should be aware of the intrinsic risk
involved in the Fund and be cognizant that any strategy which includes
selling securities short can suffer significant losses.

o FOREIGN RISK. To the extent the Fund invests in ADRs or foreign index
products, the Fund could be subject to greater risks because the Fund's
performance may depend on issues other than the performance of a particular
company. Changes in foreign economies and political climates are more
likely to affect the Fund than a mutual fund that invests exclusively in
U.S. companies. The value of foreign securities is also affected by the
value of the local currency relative to the U.S. dollar. There may also be
less government supervision of foreign markets, resulting in non-uniform
accounting practices and less publicly available information.

o 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.

o VOLATILITY RISK. The equity securities in which Fund invests tend to be
more volatile than other investment choices.

o [TURNOVER RISK. The Fund's investment strategy will result in a high
portfolio turnover rate. A high portfolio turnover can result in
correspondingly greater brokerage commission expenses (which would lower
the Fund's total return) and may result in the distribution to shareholders
of additional capital gains for tax purposes.]

o MANAGEMENT RISK. The strategy used by the Fund's adviser may fail to
achieve the intended results. Although the Fund's adviser has been managing
investment portfolios since 1986, the Fund has no investment history, and
the adviser has no prior experience managing the assets of a mutual fund.

o 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.

o The Fund is not a complete investment program.

o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

UNCORRELATED RETURN FUND

The investment objective of the Uncorrelated Return Fund is long term
growth of capital and preservation of capital.

PRINCIPAL STRATEGIES

The Fund seeks to achieve its objective by investing in income
producing debt and equity securities, and selling securities short as a hedge
against adverse market conditions. The Fund's adviser follows a dynamic model to
allocate the Fund's portfolio among debt and equity asset classes and, within
each class, between securities it holds "long" and sells short. The allocation
of the Fund's assets between debt securities and equity securities will vary
from time to time, based on the adviser's perception of the markets. The adviser
expects that the Fund's returns will not be correlated with either the bond
markets or the stock markets.

Equity securities in which the Fund may invest will primarily consist
of the following asset classes: utilities stocks; REITs; and exchange traded
index products such as S & P Depositary Receipts (commonly referred to as
SPDRs). A REIT is a company that invests substantially all of its assets in real
estate. SPDRs are shares of a publicly traded unit investment trust which owns
the stocks included in the S&P 500 Index, and changes in the price of SPDRs
track the movement of the Index relatively closely. The Fund may invest up to
__% of its assets in foreign companies in the world's developed [and emerging]
markets by purchasing American Depositary Receipts ("ADRs") and index products
like World Equity Benchmark Shares ("WEBS"). An ADR is a U.S. dollar denominated
certificate that evidences ownership of shares of a foreign company. ADRs are
alternatives to the direct purchase of the underlying foreign stock. WEBS
represent a broad portfolio of publicly traded stocks in a selected country.
Each WEBS Index Series seeks to generate investment results that generally
correspond to the market yield performance of a given Morgan Stanley Capital
International ("MSCI") Index.

Debt securities in which the Fund may invest primarily consist of
bonds, notes, domestic and foreign corporate and government securities, zero
coupon bonds and short term obligations (such as commercial paper). The Fund
invests primarily in investment grade debt securities, generally rated Baa or
higher by Moody's Investors Service, Inc. or BBB or higher by Standard and
Poor's Corporation ("S&P"), or unrated if the Fund's adviser determines that
they are of comparable quality. The Fund may also invest a significant
proportion (up to 50%) of its portfolio in high yield, non-investment grade
bonds, commonly known as "junk bonds." The adviser anticipates the debt
securities in the Fund's portfolio will have an average duration of greater than
five years. The adviser treats the following debt securities as separate asset
classes: investment grade securities; zero coupon bonds; and junk bonds.

The adviser will select securities for long and short positions within
each asset class based on its perception of market conditions. The adviser will
focus its long positions on countries, industries and companies whose securities
are experiencing upward price momentum and other positive developments such as
positive earnings surprises and upward analyst earnings revisions. The adviser
will focus its short positions on countries, industries and companies whose
securities are experiencing downward price momentum and other negative
developments such as depressed earnings expectations. The adviser's selection
process is dynamic, so that positions will rotate among asset classes and within
each asset class as market conditions change. The adviser will sell securities
when the model suggests that positions should rotate or when particular
securities are performing poorly, in the adviser's judgment.

PRINCIPAL RISKS OF INVESTING IN THE FUND

o JUNK BOND RISK. Because the Fund invests in junk bonds, the Fund may be
subject to greater levels of interest rate, credit and liquidity risk than
funds that do not invest in such securities. Junk bonds are considered
predominantly speculative with respect to the issuer's continuing ability
to make principal and interest payments. An economic downturn or period of
rising interest rates could adversely affect the market for junk bonds,
reducing the Fund's ability to sell its junk bonds (liquidity risk) and
reducing the Fund's share price. If the Fund invests a significant
proportion of its portfolio in lower quality junk bonds (including
distressed securities), the Fund's exposure to these risks is greater than
some other junk bond funds and the value of the Fund's shares could be more
negatively affected.

o INTEREST RATE RISK. The value of your investment may decrease when interest
rates rise. The Fund's exposure to interest rate risk (and the
corresponding effect on the Fund's share price) may be greater if the Fund
invests a significant proportion of its portfolio in lower quality junk
bonds.

o DURATION RISK. Prices of fixed income securities with longer effective
maturities are more sensitive to interest rate changes than those with
shorter effective maturities. The issuer of the bond may not be able to
make interest and principal payments when due. Generally, the lower the
credit rating of a security, the greater the risk that the issuer will
default on its obligation. To the extent the Fund invests in junk bonds,
the Fund is subject to substantial credit risk.

o SECTOR RISK. If the Fund's portfolio is overweighted in a certain industry
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. To
the extent the Fund is overweighted in the utilities or REIT sectors, it
will be affected by developments affecting that sector. The utilities
sector can be significantly affected by financing difficulties, supply and
demand of services or fuel, and natural resource conservation. The REIT
sector can be significantly affected by changing government regulations,
financing difficulties, changing demographic patterns, changes in real
estate values and fluctuations in rental incomes.

o VOLATILITY RISK. The equity securities in which Fund invests tend to be
more volatile than other investment choices.

o 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.

o The Fund is not a complete investment program.

o As with any mutual fund investment, the Fund's returns will vary and you
could lose money.

GENERAL

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

From time to time, each Fund may take temporary defensive positions which
are inconsistent with the Fund's principal investment strategies, in attempting
to respond to adverse market, economic, political, or other conditions. For
example, each Fund may hold all or a portion of its assets in money market
instruments, money market funds or repurchase agreements. If a Fund invests in
shares of a money market fund, the shareholders of the Fund generally will be
subject to duplicative management fees. As a result of engaging in these
temporary measures, each Fund may not achieve its investment objective. Either
Fund may also invest in such instruments at any time to maintain liquidity or
pending selection of investments in accordance with its policies.

PAST PERFORMANCE

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 each Fund is recently organized and has
less than one year of operations.

FEES AND EXPENSES OF THE FUNDS

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

SHAREHOLDER FEES DYNAMIC UNCORRELATED
HEDGE FUND RETURN FUND

(fees paid directly from your investment)
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 Fee 2.25% 2.25%
Distribution and/or Service (12b-1) Fees 0.00% 0.00%
Other Expenses1 0.47% 0.81%
Total Annual Fund Operating Expenses 2 2.72% 3.06%

1 "Other Expenses" are based on estimated amounts for the current fiscal year
and include dividends on short sales which the adviser estimates will equal
0.47% (annualized) of the Dynamic Hedge fund average net assets and 0.81%
(annualized) of the Uncorrelated Return Fund average net assets.

2 Absent dividends on short sales, Total Annual Fund Operating Expenses for
each Fund will be 2.25%.

EXAMPLE:

This Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated, reinvest dividends
and distributions, and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

DYNAMIC UNCORRELATED
HEDGE FUND RETURN FUND

1 YEAR

3 YEAR

HOW TO BUY SHARES

INITIAL PURCHASE

The minimum initial investment in each Fund is $5,000 ($[ ] for
qualified retirement accounts and medical savings accounts) and minimum
subsequent investments are [$1,000]. Investors choosing to purchase or redeem
their shares through a broker/dealer or other institution may be charged a fee
by that institution. To the extent investments of individual investors are
aggregated into an omnibus account established by an investment adviser, broker
or other intermediary, the account minimums apply to the omnibus account, not to
the account of the individual investor.

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);

o a check made payable to the appropriate Fund;

Mail the application and check to:

U.S. Mail: Overnight:
Paragon Funds Paragon 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 call Unified
Fund Services, Inc., the Funds' transfer agent, at (800)-___-____to set up your
account and obtain an account number. You should be prepared at that time to
provide the information on the application. Then, provide your bank with the
following information for purposes of wiring your investment:

Firstar Bank, N.A.
ABA #0420-0001-3
Attn: Ameriprime Advisors Trust

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 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 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 any Fund (subject to a $1,000
minimum) by mail, wire, or automatic investment. Each additional mail purchase
request must contain: o your name o the name of your account(s), o your account
number(s), o the name of the Fund o a check made payable to the Fund Send your
purchase request to the address listed above. A bank wire should be sent as
outlined above.

[AUTOMATIC INVESTMENT PLAN

You may make regular investments in a Fund with an Automatic Investment
Plan by completing the appropriate section of the account application and
attaching a voided personal check. Investments may be made monthly to allow
dollar-cost averaging by automatically deducting $250 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time.]

TAX SHELTERED RETIREMENT PLANS

Since the Funds are oriented to longer term investments, shares of the
Funds may be an appropriate investment medium for tax sheltered retirement
plans, including: individual retirement plans (IRAs); simplified employee
pensions (SEPs); SIMPLE plans; 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. Contact the Transfer agent
for the procedure to open an IRA or SEP plan and more specific information
regarding these retirement plan options. Please consult with your attorney or
tax adviser 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 Transfer agent about the IRA custodial
fees.

[HOW TO EXCHANGE SHARES

As a shareholder in any Fund, you may exchange shares valued at $5,000
or more for shares of any other ________ Fund. You may call the transfer agent
at (800) ___-____ to exchange shares. An exchange may also be made by written
request signed by all registered owners of the account mailed to the address
listed above. Requests for exchanges received prior to close of trading on the
New York Stock Exchange (4:00 p.m. Eastern Time) will be processed at the next
determined net asset value (NAV) as of the close of business on the same day.

An exchange is made by selling shares of one Fund and using the proceeds
to buy shares of another Fund, with the NAV for the sale and the purchase
calculated on the same day. An exchange results in a sale of shares for federal
income tax purposes. If you make use of the exchange privilege, you may realize
either a long term or short term capital gain or loss on the shares sold.

Before making an exchange, you should consider the investment objective of
the Fund to be purchased. If your exchange creates a new account, you must
satisfy the requirements of the Fund in which shares are being purchased. You
may make an exchange to a new account or an existing account; however, the
account ownership must be identical. Exchanges may be made only in states where
an exchange may legally be made. The Funds reserve the right to terminate or
modify the exchange privilege at any time.]

OTHER PURCHASE INFORMATION

Each 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 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 Fund has authorized certain broker-dealers and other financial
institutions (including their designated intermediaries) to accept on its behalf
purchase and sell orders. The Fund is deemed to have received an order when the
authorized person or designee accepts the order, and the order is processed at
the net asset value next calculated thereafter. It is the responsibility of the
broker-dealer or other financial institution to transmit orders promptly to the
Fund's transfer agent.

HOW TO REDEEM SHARES

You may receive redemption payments in the form of a check or federal
wire transfer. 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 the shareholder's Fund account by redemption
of shares. If you redeem your shares through a broker/dealer or other
institution, you may be charged a fee by that institution.

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

Ameriprime Advisors Trust
c/o Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110

"Proper order" means your request for a redemption must include: o the
Fund name and account number, o account name(s) and address, o the dollar amount
or number of shares you wish to redeem.

Requests to sell shares are processed at the net asset value next
calculated after we receive your order in proper form. To be in proper order,
your 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 Unified Fund Services, Inc., you
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 (800) ___-____. You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable for following redemption or exchange instructions communicated by
telephone that they reasonably believe to be genuine. However, if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they may be liable for any losses due to unauthorized or fraudulent
instructions. Procedures employed may include recording telephone instructions
and requiring a form of personal identification from the caller.

The Funds may terminate the 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. If you are unable to reach the Funds by telephone, you may request a
redemption or exchange by mail.

ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the transfer agent at (800) ___-____. Redemptions
specifying a certain date or share price cannot be accepted and will be
returned. You will be mailed the proceeds on or before the fifth business day
following the redemption. However, payment for redemption made against shares
purchased by check will be made only after the check has been collected, which
normally may take up to fifteen 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
$5,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An involuntary redemption constitutes a sale. You should
consult your tax adviser concerning the tax consequences of involuntary
redemptions. 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'
adviser 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
to the Fund. Each Fund expects that its distributions will consist primarily of
short term capital gains.

TAXES

In general, selling or exchanging 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 long term capital gains
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 adviser about your
investment.

MANAGEMENT OF THE FUNDS

Paragon Capital Management, Inc., 3651 N 100 E., Suite 275, Provo, UT
84604, serves as investment adviser to the Funds. Clients of Paragon Capital
Management, Inc. include individual investors, businesses, pension and profit
sharing plans, and non-profit organizations. Each Fund is authorized to pay the
adviser a fee equal to 2.25% of its average daily net assets.

The Fund's co-portfolio managers, David A. Young and Jonathon Ferrell,
have been primarily responsible for the day-to-day management of each Fund's
portfolio since its inception. Mr. Young has been the president of the adviser
since he founded the firm in 1993 and has been managing investment portfolios
since 1986. Mr. Ferrell is the adviser's Director of Investment Research and has
been managing investment portfolios since December 1997. He was a financial
analyst for the firm from December 1997 until March 1999, when he became the
Director of Investment Research. Previous to that time he attended Brigham Young
University.

The adviser pays all of the operating expenses of each Fund 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 and expenses incurred pursuant to Rule 12b-1
under the Investment Company Act of 1940. In this regard, it should be noted
that most investment companies pay their own operating expenses directly, while
the Fund's expenses, except those specified above, are paid by the adviser. The
adviser (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.

<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 800 __-____ 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>

PARAGON DYNAMIC HEDGE FUND

PARAGON UNCORRELATED RETURN FUND

STATEMENT OF ADDITIONAL INFORMATION

May __, 2000

This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus of Paragon Dynamic Hedge
Fund and Paragon Uncorrelated Return Fund dated May __, 2000. A free copy of the
Prospectus can be obtained by writing the Transfer Agent at 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, or by calling 1-800-441-6978.

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...................................................................

11386 03/07/2000 1:28 PM

<PAGE>

DESCRIPTION OF THE TRUST AND THE FUNDS

The Paragon Dynamic Hedge Fund and the Paragon Uncorrelated Return Fund
(each a "Fund" or collectively, the "Funds") were organized as non-diversified
series of AmeriPrime Advisers Trust (the "Trust") on ________________, 2000. 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 Paragon Capital Management, 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, Inc., 1793 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.

<PAGE>

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. In addition to the exchange traded index products
described in the Prospectus, each Fund may invest in equity securities such as
common stock, convertible preferred stock, convertible bonds, rights and
warrants. Common stocks, the most familiar type, represent an equity (ownership)
interest in a corporation. Warrants are options to purchase equity securities at
a specified price for a specific time period. Rights are similar to warrants,
but normally have a short duration and are distributed by the issuer to its
shareholders. Although equity securities have a history of long-term growth in
value, their prices fluctuate based on changes in a company's financial
condition and on overall market and economic conditions. The Funds may not
invest more than 5% of its net assets in either convertible preferred stocks or
convertible bonds. The Adviser will limit each Fund's investment in convertible
securities to those rated A or better by Moody's Investors Service, Inc. or
Standard & Poor's Rating Group or, if unrated, of comparable quality in the
opinion of the Adviser.

B. SHORT SALES. Each Fund may sell a security short in anticipation of
a decline in the market value of the security. When a Fund engages in a short
sale, it sells a security which it does not own. To complete the transaction,
the Fund must borrow the security in order to deliver it to the buyer. The Fund
must replace the borrowed security by purchasing it at the market price at the
time of replacement, which may be more or less than the price at which the Fund
sold the security. The Fund will incur a loss as a result of the short sale if
the price of the security increases between the date of the short sale and the
date on which the Fund replaces the borrowed security. The Fund will realize a
profit if the security declines in price between those dates.

In connection with its short sales, each Fund will be required
to maintain a segregated account with its Custodian of cash or high grade liquid
assets equal to the market value of the securities sold less any collateral
deposited with its broker.

C. SECURITIES LENDING. Each Fund Fund may make long and short term
loans of its portfolio securities to parties such as broker-dealers, banks, or
institutional investors. Securities lending allows a Fund to retain ownership of
the securities loaned and, at the same time, to earn additional income. Since
there may be delays in the recovery of loaned securities, or even a loss of
rights in collateral supplied, should the borrower fail financially, loans will
be made only to parties whose creditworthiness has been reviewed and deemed
satisfactory by the Adviser. Furthermore, they will only be made if, in the
judgement of the Adviser, the consideration to be earned from such loans would
justify the risk.

The Adviser understands that it is the current view of the staff of the
Securities and Exchange Commission ("SEC") that a Fund may engage in loan
transactions only under the following conditions: (1) a Fund must receive 100%
collateral in the form of cash, cash equivalents (e.g., U.S. Treasury bills or
notes) or other high grade liquid debt instruments from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, the Fund must be able to terminate the loan
at any time; (4) the Fund must receive reasonable interest on the loan or a flat
fee from the borrower, as well as amounts equivalent to any dividends, interest,
or other distributions on the securities loaned and to any increase in market
value; (5) the Fund may pay only reasonable custodian fees in connection with
the loan; and (6) the Board of Trustees must be able to vote proxies on the
securities loaned, either by terminating the loan or by entering into an
alternative arrangement with the borrower.

Cash received through loan transactions may be invested in any security
in which the Fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).

D. RESTRICTED AND ILLIQUID SECURITIES. The portfolio of 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 and reverse repurchase
agreements maturing in more than seven days, nonpublicly offered securities and
restricted securities. Restricted securities are securities the resale of which
is subject to legal or contractual restrictions. Restricted securities may be
sold only in privately negotiated transactions, in a public offering with
respect to which a registration statement is in effect under the Securities Act
of 1933 or pursuant to Rule 144 or Rule 144A promulgated under such Act. Where
registration is required, the Fund may be obligated to pay all or part of the
registration expense, and a considerable period may elapse between the time of
the decision to sell and the time such security may be sold under an effective
registration statement. If during such a period adverse market conditions were
to develop, a Fund might obtain a less favorable price than the price it could
have obtained when it decided to sell. Neither Fund will invest more than 15% of
its net assets in illiquid securities.

With respect to Rule 144A securities, these restricted securities are
treated as exempt from the 15% limit on illiquid securities, provided that a
dealer or institutional trading market in such securities exists. Neither Fund
will, however invest more than 10% of its net assets in Rule 144A securities.
Under the supervision of the Board of Trustees of the Fund, the Adviser
determines the liquidity of restricted securities and, through reports from the
Adviser, the Board will monitor trading activity in restricted securities. If
institutional trading in restricted securities were to decline, the liquidity of
the Fund could be adversely affected.

E. U.S. GOVERNMENT SECURITIES. U.S. Government Securities are high-quality
debt securities issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. government. Not all U.S. government securities are
backed by the full faith and credit of the United States. For example,
securities issued by the Farm Credit Banks or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money from
the U.S. Treasury under certain circumstances. However, securities issued by
other agencies or instrumentalities are supported only by the credit of the
entity that issued them.

F. CORPORATE DEBT SECURITIES. Corporate debt securities are long and
short-term debt obligations issued by companies (such as publicly issued and
privately placed bonds, notes and commercial paper). The Adviser considers
corporate debt securities to be of investment grade quality if they are rated
BBB or higher by Standard & Poor's Corporation or Baa or highrer by Moody's
Investors Services, Inc., or if unrated, determined by the Adviser to be of
comparable quality. Investment grade dept securities generally have adequate to
strong protection of principal and interest payments. In the lower end of this
category, adverse economic conditions or changing circumstancesare more likely
to lead to a weakened capacity to pay interest and repay principal than in
higher rated categories.

G. ZERO COUPON SECURITIES. The Uncorrelated Fund may invest in zero
coupon securities which are debt securities issued or sold at a discount from
their face value which do not entitle the holder to any periodic payment of
interest prior to maturity or a specified redemption date (or cash payment
date). Zero coupon securities involve risks that are similar to those of other
debt securities, although the market prices of zero coupon securities generally
are more volatile than the market prices of interest-bearing securities and are
likely to respond to a greater degree to changes in interest rates than
interest-bearing securities having similar maturities and credit qualities. The
amount of the discount varies depending on the time remaining until maturity or
cash payment date, prevailing interest rates, liquidity of the security and
perceived credit quality of the issuer. Zero coupon securities also may take the
form of debt securities that have been stripped of their unmatured interest
coupons, the coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons.

H. LOWER QUALITY DEBT SECURITIES. The Uncorrelated Fund may purchase
lower quality debt securities, or unrated debt securities, that have poor
protection of payment of principal and interest. These securities often are
considered to be speculative and involve greater risk of default and of price
changes due to changes in the issuer's creditworthiness. Market prices of these
securities may fluctuate more than higher quality debt securities and may
decline significantly in periods of general economic difficulty which may follow
periods of rising rates. While the market for high yield corporate debt
securities has been in existence for many years and has weathered previous
economic downturns, the market in recent years has experienced a dramatic
increase in the large-scale use of such securities to fund highly leveraged
corporate acquisitions and restructurings. Accordingly, past experience may not
provide an accurate indication of future performance of the high yield bond
market, especially during periods of economic recession. A Fund may invest in
securities which are of lower quality or are unrated if the Adviser determines
that the securities provide the opportunity of meeting a Fund's objective
without presenting excessive risk. The Adviser will consider all factors which
it deems appropriate, including ratings, in making investment decisions for a
Fund and will attempt to minimize investment risks through diversification,
investment analysis and monitoring of general economic conditions and trends. To
the extend a Fund invests in lower quality securities, achievement of its
investment objective may be more dependent on the Adviser's credit analyses than
is the case for higher quality bonds. While the Adviser may refer to ratings, it
does not rely exclusively on ratings, but makes its own independent and ongoing
review of credit quality.

The market for lower quality securities may be thinner and less active
than that for higher quality securities, which can adversely affect the prices
at which these securities can be sold. If there is not established retail
secondary market and market quotations are not available, these securities are
valued in accordance with procedures established by the Board of Trustees,
including the use of outside pricing services. Judgment plays a greater role in
valuing high yield corporate debt securities than is the case for securities for
which external sources for quotations and last-sale information are available.
Adverse publicity and changing investor perceptions may affect the ability of
outside pricing services used by a Fund to value as Fund securities, and a
Fund's ability to dispose of these lower quality debt securities.

Lower quality securities present risks based on payment expectations.
For example, high yield bonds may contain redemption or call provisions. If an
issuer exercises the provisions in a declining interest rate market, a Fund
would have to replace the security with a lower yielding security, resulting in
a decreased return for investors. Conversely, a high yield bond's value will
decrease in a rising interest rate market, as will the value of a Fund's assets.
If a Fund experiences unexpected net redemptions, this may force it to sell its
high yield bonds, without regard to their investment merits, thereby decreasing
the asset base upon which the Fund's expenses can be spread and possibly
reducing the Fund's rate of return.

Since the risk of default is higher for lower quality securities and
sometimes increases with the age of these securities, the Adviser's research and
credit analysis are an integral part of managing any securities of this type
held by a Fund. In considering investments for a Fund, the Adviser attempts to
identify those issuers of high-yielding securities whose financial condition is
adequate to meet future obligations, has improved or is expected to improve in
the future. The Adviser's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earning prospects, and
the experience and managerial strength of the issuer.

I. FINANCIAL SERVICES INDUSTRY OBLIGATIONS. Each Fund may invest in each of the
following obligations of the financial services industry:

(1) CERTIFICATE OF DEPOSIT. Certificates of deposit are
negotiable certificates evidencing the indebtedness of a commercial
bank or a savings and loan association to repay funds deposited with it
for a definite period of time (usually from fourteen days to one year)
at a stated or variable interest rate.

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

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

J. REPURCHASE AGREEMENTS. A repurchase agreement is a short-term
investment in which the purchaser (i.e., a Fund) acquires ownership of a U.S.
Government obligation (which may be of any maturity) and the seller agrees to
repurchase the obligation at a future time at a set price, thereby determining
the yield during the purchaser's holding period (usually not more than seven
days from the date of purchase). Any repurchase transaction in which a Fund
engages will require full collateralization of the seller's obligation during
the entire term of the repurchase agreement. In the event of a bankruptcy or
other default of the seller, a Fund could experience both delays in liquidating
the underlying security and losses in value. However, each Fund intends to enter
into repurchase agreements only with the Custodian, other banks with assets of
$1 billion or more and registered securities dealers determined by the Adviser
(subject to review by the Board of Trustees) to be creditworthy. The Adviser
monitors the creditworthiness of the banks and securities dealers with which a
Fund engages in repurchase transactions.

K. FOREIGN SECURITIES. In addition to the foreign equity securities
described in the Prospectus, the Uncorrelated Fund may invest in foreign fixed
income securities. Foreign fixed income securities include corporate debt
obligations issued by foreign companies and debt obligations of foreign
governments or international organizations. This category may include floating
rate obligations, variable rate obligations, Yankee dollar obligations (U.S.
dollar denominated obligations issued by foreign companies and traded on U.S.
markets) and Eurodollar obligations (U.S. dollar denominated obligations issued
by foreign companies and traded on foreign markets).

Foreign government obligations generally consist of debt securities
supported by national, state or provincial governments or similar political
units or governmental agencies. Such obligations may or may not be backed by the
national government's full faith and credit and general taxing powers.
Investments in foreign securities also include obligations issued by
international organizations. International organizations include entities
designated or supported by governmental entities to promote economic
reconstruction or development as well as international banking institutions and
related government agencies. Examples are the International Bank for
Reconstruction and Development (the World Bank), the European Coal and Steel
Community, the Asian Development Bank and the InterAmerican Development Bank. In
addition, investments in foreign securities may include debt securities
denominated in multinational currency units of an issuer (including
international issuers). An example of a multinational currency unit is the
European Currency Unit. A European Currency Unit represents specified amounts of
the currencies of certain member states of the European Economic Community, more
commonly known as the Common Market.

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

The world's industrialized markets generally include but are not
limited to the following: Australia, Austria, Belgium, Canada, Denmark, Finland,
France, Germany, Hong Kong, Ireland, Italy, Japan, Luxembourg, the Netherlands,
New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom,
and the United States. The world's emerging markets generally include but are
not limited to the following: Argentina, Bolivia, Brazil, Bulgaria, Chile,
China, Colombia, Costa Rica, the Czech Republic, Ecuador, Egypt, Greece,
Hungary, India, Indonesia, Israel, the Ivory Coast, Jordan, Malaysia, Mexico,
Morocco, Nicaragua, Nigeria, Pakistan, Peru, the Philippines, Poland, Portugal,
Romania, Russia, Slovakia, Slovenia, South Africa, South Korea, Sri Lanka,
Taiwan, Thailand, Turkey, Uruguay, Venezuela, Vietnam and Zimbabwe.

Investment in securities of issuers based in underdeveloped emerging
markets entails all of the risks of investing in securities of foreign issuers
outlined in this section to a heightened degree. These heightened risks include:
(i) greater risks of expropriation, confiscatory taxation, nationalization, and
less social, political and economic stability; (ii) the smaller size of the
market for such securities and a low or nonexistent volume of trading, resulting
in lack of liquidity and in price volatility; (iii) certain national policies
which may restrict a Fund's investment opportunities including restrictions on
investing in issuers or industries deemed sensitive to relevant national
interests; and (iv) in the case of Eastern Europe and in China and other Asian
countries, the absence of developed capital markets and legal structures
governing private or foreign investment and private property and the possibility
that recent favorable economic and political developments could be slowed or
reversed by unanticipated events. So long as the Communist Party continues to
exercise a significant or, in some countries, dominant role in Eastern European
countries or in China and other Asian countries, investments in such countries
will involve risks of nationalization, expropriation and confiscatory taxation.
The Communist governments of a number of Eastern European countries expropriated
large amounts of private property in the past, in many cases without adequate
compensation. There may be no assurance that such expropriation will not occur
in the future in either the Eastern European countries or other countries. In
the event of such expropriation, a Fund could lose a substantial portion of any
investments it has made in the affected countries. Further, no accounting
standards exist in Eastern European countries. Finally, even though certain
Eastern European currencies may be convertible into U.S. dollars, the conversion
rates may be artificial to the actual market values and may be adverse to Fund
shareholders.

In addition to brokerage commissions, custodial services and other
costs relating to investment in emerging markets are generally more expensive
than in the United States. Such markets have been unable to keep pace with the
volume of securities transactions, making it difficult to conduct such
transactions. The inability of a Fund to make intended security purchases due to
settlement problems could cause the Fund to miss attractive investment
opportunities. Inability to dispose of a security due to settlement problems
could result either in losses to the Fund due to subsequent declines in the
value of the security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.

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. Neither 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.

5. ILLIQUID INVESTMENTS. Neither Fund will invest more than 15% of its
net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.

THE INVESTMENT ADVISER

The Funds' investment adviser is Paragon Capital Management, Inc., 3651 N.
100 E., Provo, UT 84604. David Allen Young and Catherine B. Young may be deemed
to control Paragon Capital Management Inc. due to their respective share of the
ownership.

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 each Fund except Rule 12b-1 expenses,
brokerage, taxes, borrowing costs (such as interest and dividend expense of
securities sold short), 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 2.25% of
the average daily net assets of the Fund. The adviser may waive all or part of
its fee, at any time, and at its sole discretion, but such action shall not
obligate the adviser to waive any fees in the future.

The adviser retains the right to use the name "Paragon" 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 "Paragon"
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. If a bank
or other financial institution 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.

The Trust and the Adviser have each adopted a Code of Ethics under Rule
17j-1 of the Investment Company Act of 1940. The Code significantly restricts
the personal investing activities of all employees of the Adviser. The Code
requires that all employees of the Adviser preclear any personal securities
investment. The preclearance requirement and associated procedures are designed
to identify any substantive prohibition or limitation applicable to the proposed
investment. In addition, no employee may purchase or sell any security which at
the time is being purchased or sold, or to the knowledge of the employee is
being considered for purchase or sale, by the Fund. The substantive restrictions
also include a ban on acquiring any securities in an initial public offering and
provides for trading "blackout periods" which prohibit trading by portfolio
managers of the Fund within periods of trading by the Fund in the same (or
equivalent) security. The restrictions and prohibitions apply to most securities
transactions by employees of the Adviser, with limited exceptions for some
securities (such as securities which have a market capitalization and average
daily trading volume above certain minimums).

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 President, Treasurer , Chief Financial Officer and Secretary
1793 Kingswood Drive and Trustee of AmeriPrime Financial Services, Inc. the Fund's
Suite 200 administrator, and AmeriPrime Financial Securities, Inc.,
Southlake, TX 76092 the Fund's distributor, since 1994; President and Trustee of
AmeriPrime Advisors Trust and AmeriPrime Insurance
Year of Birth: 1958 Trust; Prior to December, 1994, a senior client executive
with SEI Financial Services.
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Mark W. Muller Trustee Account Manager for Clarion Technologies, a manufacturer
175 Westwood Drive of automotive, heavy truck, and consumer goods, from 1996
Suite 300 to present. From 1986 to 1996, an engineer for Sicor, a
Southlake, TX 76092 telecommunication hardware company.

Year of Birth: 1964
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Richard J. Wright, Jr. Trustee Various positions (most recently Program Manager) with
8505 Forest Lane Texas Instruments, a technology company, from 1985 to
MS 8672 present.
Dallas, TX 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

COMPENSATION FROM TRUST (THE TRUST IS

NAME FROM TRUST NOT IN A FUND COMPLEX)
- ------------------------------------ ----------------------- ----------------------------------
Kenneth D. Trumpfheller 0 0
- ------------------------------------ ----------------------- ----------------------------------
Mark W. Muller $____ $____
- ------------------------------------ ----------------------- ----------------------------------
Richard J. Wright $____ $____
==================================== ======================= ==================================
</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.

When a Fund and another of the Advisor's clients seek to purchase or
sell the same security at or about the same time, the Advisor may execute the
transaction on a combined ("blocked") basis. Blocked transactions can produce
better execution for the Funds because of the increased volume of the
transaction. If the entire blocked order is not filled, the Fund 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 Fund 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. In the event that the entire blocked order
is not filled, the purchase or sale will normally be allocated on a pro rata
basis. The allocation may be adjusted by the Advisor, taking into account such
factors as the size of the individual orders and transaction costs, when the
Advisor believes an adjustment is reasonable.

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 each Fund's investments. The custodian acts as each Fund's
depository, safekeeps its portfolio securities, collects all income and other
payments with respect thereto, disburses funds at the Fund's request and
maintains records in connection with its duties.

TRANSFER AGENT

Unified Fund Services, Inc. ("Unified"), 431 North Pennsylvania Street,
Indianapolis, Indiana 46204, acts as the Fund's transfer agent and, in such
capacity, maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other transfer agency and shareholder service functions. [For
its services as transfer agent, Unified receives a monthly fee from the Advisor
of $1.20 per shareholder (subject to a minimum monthly fee of $750).] In
addition, Unified provides the Fund with fund accounting services, which include
certain monthly reports, record-keeping and other management-related services.
[For its services as fund accountant, Unified receives an annual fee from the
Advisor equal to 0.0275% of the Fund's assets up to $100 million, 0.0250% of the
Fund's assets from $100 million to $300 million, and 0.0200% of the Fund's
assets over $300 million (subject to various monthly minimum fees, the maximum
being $2,000 per month for assets of $20 to $100 million).]

ACCOUNTANTS

The firm of McCurdy & Associates CPA's, Inc., 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 0.10% 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.] The Administrator, the Distributor and
Unified (the Funds' transfer agent) are controlled by Unified Financial
Services, Inc.

<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
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 4, is hereby incorporated by reference.

(iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 4, is hereby incorporated by reference.

(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 Proposed Management Agreement with Ensemble
Investments, Inc. for the Ensemble Community Flagship Fund which
was filed as an Exhibit to Registrant's Post-Effective Amendment
No. 4, is hereby incorporated by reference.

(xiii) Registrant's Proposed Management Agreement with Ensemble
Investments, Inc. for the Ensemble Community Technology Fund
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 4, is hereby incorporated by reference.

(xiv) Registrant's Proposed Management Agreement with Ensemble
Investments, Inc. for the Ensemble Partners Equity Fund which was
filed as an Exhibit to Registrant's Post-Effective Amendment No.
4, is hereby incorporated by reference.

(xv) Registrant's Proposed Management Agreement withAExpert Advisory,
Inc. for the Enhans RT Sector Fund, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 5, is hereby
incorporated by reference.

(xvi) Registrant's Proposed Management Agreement withAExpert Advisory,
Inc. for the Enhans RT SPDR Fund, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 5, is hereby
incorporated by reference.

(xvii) Registrant's Proposed Management Agreement with Cloud, Neff &
Associates, Inc. for the Cloud, Neff Capital Appreciation Fund,
which was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 6, is hereby incorporated by reference.

(xviii) Registrant's Proposed Management Agreement with Paragon
Capital Management, Inc. for the Paragon Dynamic Hedge
Fund is filed herewith.

(xix) Registrant's Proposed Management Agreement with Paragon Capital
Management, Inc. for the Paragon Uncorrelated Return 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, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 6, is hereby
incorporated by reference.

(iii) Amended Exhibit A to Underwriting Agreement, which was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 4, is
hereby incorporated by reference.

(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, which was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby incorporated
by reference.

(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. Form of Registrant's Rule 12b-1 Service Agreement for
the Enhans RT Funds, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 5, is hereby incorporated by reference.

(ii) Form of Registrant's Rule 12b-1 Distribution Plan for the Enhans RT
Funds, which was filed as an Exhibit to Registrant's Post-Effective Amendment
No. 5, is hereby incorporated by reference.

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

Reserved.

(p) Codes of Ethics. Copy of Registrant's Code of Ethics is filed
herewith.

(q) Powers 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, which were filed as an Exhibit to
Registrant's Pre-Effective Amendment No. 1, are hereby incorporated by
reference.

Power of Attorney for the President, Treasurer, Secretary and
Trustee, which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 6, is hereby incorporated by
reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUNDS
- -------- ------------------------------------------------------------

As of February 1, 2000, First Union National Bank, Trustee, owned 87.71% of the
StoneRidge Equity Fund and 99.74% of the StoneRidge Bond Fund. As a result, the
StoneRidge Equity Fund and the StoneRidge Bond Fund may be deemed to be under
common control. As of February 1, 2000, First Farmers and Merchant National
Bank, Trustee, owned 100% of the Monteagle Large Cap Fund, the Monteagle Value
Fund, the Monteagle Opportunity Growth Fund, and the Monteagle Fixed Income
Fund. As a result, the Monteagle Funds 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) Pursuant to the Underwriting Agreement, the Trust shall indemnify
Underwriter and each of Underwriter's Employees (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 serving as the underwriter for the Trust or as
one of Underwriter's Employees, or thereafter, by reason of being or having been
the underwriter for the Trust or one of Underwriter's Employees, including but
not limited to liabilities arising due to any misrepresentation or misstatement
in the Trust's prospectus, other regulatory filings, and amendments thereto, or
in other documents originating from the Trust. In no case shall a Covered Person
be indemnified against any liability to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties of such Covered Person.

(d) 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 No. 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,
is 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 No. 801-57140).

(g) AExpert Advisory, Inc. ("AExpert"), 25 West King Street, Lancaster,
Pennsylvania 17603, adviser to Enhans RT Sector Fund and Enhans RT
SPDR Fund, is a registered investment adviser.

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

(ii) Information with respect to each officer and director ofAExpert is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-43349).

(h) Cloud, Neff & Associates, Inc. ("Cloud, Neff"), 606 Park Tower, 5314
South Yale, Tulsa, Oklahoma 74135, adviser to the Cloud, Neff Capital
Appreciation Fund, is a registered investment adviser.

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

Information with respect to each officer and director of Cloud, Neff is
incorporated by reference to Schedule D of Form ADV filed by it under
the Investment Advisers Act (File No. 801-43639).

(i) Paragon Capital Management, Inc. ("Paragon"), 3651 N. 100 E., Suite
275, Provo, Utah 84604, adviser to the Paragon Dynamic Hedge Fund and the
Paragon Uncorrelated Return Fund, is a registered investment adviser.

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

(ii) Information with respect to each officer and director of Paragon is
incorporated by reference to Schedule D of Form ADV filed by it under the
Investment Advisers Act (File No. 801-45326).

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, Treasurer and a Trustee of the
Registrant. AmeriPrime Financial Services, Inc. is also the
underwriter for the AmeriPrime Funds, AmeriPrime Insurance Trust, the
Kenwood Funds, the Rockland Funds Trust and the TANAKA Funds, Inc.

(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.

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 9th day of March,
2000.

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:__________/s/__________________

Kenneth D. Trumpfheller,* Donald S. Mendelsohn
President, Treasurer and Trustee Attorney-in-Fact

March 9, 2000

Mark Muller,* Trustee

Richard Wright, Trustee

<PAGE>

EXHIBIT INDEX

1. Proposed Management Agreement for the Paragon Dynamic Hedge
Fund...........................................................EX-99.23.d.1

2. Proposed Management Agreement for the Paragon Uncorrelated Return
Fund...........................................................EX-99.23.d.2

3. Opinion of Counsel...............................................EX-99.23.i

4. Consent of Accountant............................................EX-99.23.j

5. Code of Ethics..................................................EX-99.23.p

MANAGEMENT AGREEMENT

TO: Paragon Capital Management, Inc.
3651 N. 100 E., Suite 275
Provo, Utah 84604

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 Paragon Dynamic Hedge 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, as amended
(the"1940 Act")); 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), 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 2.25% 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
"Paragon" 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 "Paragon" 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 "Paragon" 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 "Paragon" 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, Suite 200, Southlake, TX 76092, and your address for this purpose shall
be 3651 N. 100 E., Suite 275, Provo, Utah 84604.

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.

<PAGE>

......... Yours very truly,
ATTEST: .........

......... AmeriPrime Advisors Trust

By: __________________________ By:_______________________
Name/Title........ Kenneth D. Trumpfheller, President

Dated: ___________, 2000

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST: .........

......... Paragon Capital Management, Inc.

By:__________________________ By:_________________________
Name/Title........ Name/Title

Dated: ___________, 2000

MANAGEMENT AGREEMENT

TO: Paragon Capital Management, Inc.
3651 N. 100 E., Suite 275
Provo, Utah 84604

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 Paragon Uncorrelated Return Fund (the "Fund").

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, as amended
(the"1940 Act")); 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), 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 2.25% of the average value of its
daily net assets.

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
"Paragon" 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 "Paragon" 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 "Paragon" 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 "Paragon" 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, Suite 200, Southlake, TX 76092, and your address for this
purpose shall be 3651 N. 100 E., Suite 275, Provo, Utah 84604.

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.

<PAGE>

Yours very truly,
ATTEST:

AmeriPrime Advisors Trust

By: ___________________________ By:__________________________
Name/Title Kenneth D. Trumpfheller, President

Dated: ___________, 2000

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST:

Paragon Capital Management, Inc.

By:____________________________ By:___________________________
Name/Title Name/Title

Dated: ___________, 2000

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

March 9, 2000

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. 7 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. 7 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, Ensemble Partners Equity Fund, the
Cloud, Neff Capital Appreciation Fund, Paragon Dynamic Hedge Fund and Paragon
Uncorrelated Return 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.
7 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. 7 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
March 6, 2000

AMERIPRIME ADVISORS TRUST

CODE OF ETHICS

STATEMENT OF PRINCIPLES

AmeriPrime Advisors Trust (the "Trust") has adopted this Code of Ethics
to govern personal securities investment activities of persons affiliated with
the investment advisers listed on Schedule A of this Code, and the officers and
trustees of the Trust (collectively, "AmeriPrime Personnel"). Although this Code
contains a number of specific standards and policies, there are three key
principles embodied throughout the Code.

THE INTERESTS OF TRUST SHAREHOLDERS MUST ALWAYS BE PARAMOUNT

AmeriPrime Personnel have a legal, fiduciary duty to place the
interests of clients first. In any decision relating to their personal
investments, AmeriPrime Personnel must scrupulously avoid serving their own
interests ahead of those of any client.

AMERIPRIME PERSONNEL MAY NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR RELATIONSHIP
TO OUR SHAREHOLDERS

AmeriPrime Personnel should avoid any situation (unusual investment
opportunities, perquisites, accepting gifts of more than token value from
persons seeking to do business with the Advisers or the Trust) that might
compromise, or call into question, the exercise of their fully independent
judgement in the interests of trust shareholders.

ALL PERSONAL SECURITIES TRANSACTIONS SHOULD AVOID ANY ACTUAL, POTENTIAL OR
APPARENT CONFLICTS OF INTEREST

Although all personal securities transactions by AmeriPrime Personnel
must be conducted in a manner consistent with this Code, the Code itself is
based upon the premise that AmeriPrime Personnel owe a fiduciary duty to
clients, and should avoid any activity that creates an actual, potential or
apparent conflict of interest. This includes executing transactions through or
for the benefit of a third party when the transaction is not in keeping with the
general principles of this Code.

AMERIPRIME PERSONNEL MUST ADHERE TO THESE GENERAL PRINCIPLES AS WELL AS
COMPLY WITH THE SPECIFIC PROVISIONS OF THIS CODE. TECHNICAL COMPLIANCE WITH THE
CODE AND ITS PROCEDURES WILL NOT AUTOMATICALLY PREVENT SCRUTINY OF TRADES THAT
SHOW A PATTERN OF ABUSE OF AN INDIVIDUAL'S FIDUCIARY DUTIES OF CLIENTS.

DEFINITIONS

"ACT" means the Investment Company Act of 1940.

"ADVISERS" means the Advisers listed on Schedule A to this Code. ("Schedule A"
shall mean such schedule as it may be amended from time to time.)

"AFFILIATED FUNDS" means, for Adviser Personnel, the Fund for which such Adviser
serves as investment adviser, and for Trust Personnel, all Funds.

"ADVISER PERSONNEL" means all employees, whether full-time or part-time, of the
Advisers. Any provisions of this Code that apply directly to Adviser Personnel
apply equally to accounts in the names of other persons in which Adviser
Personnel have Beneficial Ownership.

"BENEFICIAL OWNERSHIP" means the opportunity, directly or indirectly, to profit
or share in any profit derived from the purchase or sale of the subject
Securities. "Beneficial Ownership" includes, but is not limited to, ownership of
Securities held by members of the family. For these purposes, a person's family
includes the spouse, minor children, any person living in the home and any
relative to whose support the person directly or indirectly contributes.

"CONTROL" means the power to exercise a controlling influence over the
management or policies of the Trust, unless such power is solely the result of
an official position with a Trust. Any person who beneficially owns, either
directly or through one or more controlled companies, more than 25 percent of
the voting securities of any present Fund of a Trust shall be presumed to
control such Fund. Any such presumption may be rebutted by evidence, in
accordance with Section 2(a)(9) of the Act.

"COMPLIANCE OFFICER" means, for Adviser Personnel, the person designated as the
Compliance Officer by such Adviser, and for Trust Personnel, all Compliance
Officers.

"FUND" means any of the Funds listed on Schedule A to this Code.

"PORTFOLIO MANAGERS" means those Adviser Personnel entrusted with the direct
responsibility and authority to make investment decisions affecting any Fund. A
list of Fund Portfolio Managers is attached as Schedule A to this Code. Any
provisions of this Code that apply directly to Personal Securities Transactions
by a Fund Portfolio Manager apply equally to transactions in accounts in the
names of other persons in which the Fund Portfolio Manager has Beneficial
Ownership.

"PERSONAL SECURITIES TRANSACTION(S)" means transactions in Securities for the
account(s) in the names of AmeriPrime Personnel, or for accounts in which
AmeriPrime Personnel have Beneficial Ownership.

"TRUST" means AmeriPrime Funds.

"TRUST PERSONNEL" means any officer or Trustee of the Trust.

"SECURITY" means any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas
or other mineral rights, or, in general, any interest or instrument commonly
known as "security," or any certificate or interest or participation in
temporary or interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to or purchase (including options) any of the foregoing.

The term "Security" shall not include the following securities (the
"Excluded Securities"): (i) shares of registered open-end investment companies;
(ii) securities issued by the United States government; (iii) short term debt
securities which are government securities within the meaning of Section
2(a)(16) of the Act; (iv) bankers' acceptances; (v) bank certificates of
deposit; (vi) commercial paper and (vii) such other money market instruments as
may be designated by the Trust's Board of Trustees.

"PURCHASE OR SALE OF A SECURITY" includes the writing of an option to purchase
or sell a Security. A Security shall be deemed "BEING CONSIDERED FOR PURCHASE OR
SALE" by a Fund when a recommendation to purchase or sell has been made and
communicated and, with respect to the person making the recommendation, when
such person seriously considers making such a recommendation. A Security shall
not be deemed to be one which is "being considered for Purchase or Sale" by a
Fund if such Security is reviewed as part of a general industrial survey or
other broad monitoring of the securities market.

PROHIBITED PURCHASES AND SALES OF SECURITIES

In a Personal Securities Transaction, Portfolio Managers may not:

o Purchase or Sell a Security within three calendar days before
and one calendar day after the execution of a trade in the
same Security or an equivalent Security by the Affiliated
Fund. If a Fund is engaged in a trading program extending over
several trading days, the prohibition on trading by Mutual
Fund Portfolio Managers begins three trading days prior to the
first Fund transaction in that program, and ends one trading
day after the last transaction in that program.

In a Personal Securities Transaction, Adviser Personnel may not:

o Acquire any Security in an initial public offering;

o Acquire any Security in a private placement without prior
written authorization of the acquisition by the Compliance
Officer of the Adviser with whom the person is affiliated. Any
decision by a Fund to invest in such Securities must be
approved solely by Adviser Personnel with no investment in the
issuer;

o In any calendar year, receive a gift or anything else (for
example, air fare, hotel accommodations, etc.) with a value of
more than $100 from any single person or entity that does
business with or on behalf of the Trust;

o Serve on the board of directors of a publicly traded company
without prior authorization from the Board of Trustees of the
Trust based upon a determination that such service would be
consistent with the interests of the Trust and its
shareholders. Adviser Personnel that serve on such boards of
directors are not permitted to participate in any investment
decisions made by the Trust involving Securities of a company
on whose board they serve;

o Execute a Personal Securities Transaction without the prior
written authorization of the Compliance Officer.

Adviser Personnel and Trust Personnel may not:

o Execute a Personal Securities Transaction on a day during
which the Affiliated Fund has a pending "buy" or "sell" order
in that Security or an equivalent Security, until the
Affiliated Fund's order is executed or withdrawn. In the case
of "good until canceled" orders placed by a Fund, this
provision applies only if the market price is within 2 points
or 10% of the "good until canceled" price; or

o Execute a Personal Securities Transaction in a Security or an
equivalent Security that is being considered for Purchase or
Sale by an Affiliated Fund;

provided, however, that for Trust Personnel, these prohibitions shall only apply
with respect to Personal Securities Transactions if the Trust Personnel knew or,
in the ordinary course of fulfilling his or her duties as an officer or Trustee
of the Trust, should have known, that during the fifteen day period immediately
preceding or after the date of the Personal Security Transaction in the Security
by the officer or Trustee such Security is or was purchased or sold by a Fund or
such purchase or sale by a Fund is or was considered by a Fund or the Adviser.

EXEMPTED TRANSACTIONS

The provisions described above under the heading PROHIBITED PURCHASES
AND SALES OF SECURITIES and the preclearance procedures under the heading
PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS do not apply to:

o Purchases or Sales of Excluded Securities;

o Purchases or Sales of Securities involving less than 2,000
shares of any Security included in the Standard & Poor's 500
Index;

o Purchases or Sales of Securities involving less than 2,000
shares of a Security of a company with a market capitalization
in excess of $200 million and average daily trading volume in
excess of 50,000 shares for the past ten trading days;

o Purchases or Sales of options contracts on a broad-based
market index;

o Purchases or Sales of Securities effected in any account in
which AmeriPrime Personnel have no Beneficial Ownership;

o Purchases or Sales of Securities which are non-volitional on
the part of either AmeriPrime Personnel or a Fund (for
example, the receipt of stock dividends);

o Purchases of Securities made as part of automatic dividend
reinvestment plans;

o Purchases of Securities made as part of an employee benefit
plan involving the periodic purchase of company stock or
mutual funds; and

o Purchases of Securities effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sale of such rights so acquired.

PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS.

All Adviser Personnel wishing to engage in Personal Securities
Transaction, must obtain prior written authorization of any such Personal
Securities Transaction from the Compliance Officer or such person or persons
that such Compliance Officer may from time to time designate to make such
written authorizations. Personal Securities Transactions by a Compliance Officer
shall require prior written authorization of the President of the Adviser with
whom the Compliance Officer is affiliated, or his designate, who shall perform
the review and approval functions relating to reports and trading by the Chief
Compliance Officer. The Adviser shall adopt the appropriate forms and procedures
for implementing this Code of Ethics.

Any authorization so provided is effective until the close of business
on the fifth trading day after the authorization is granted. In the event that
an order for the Personal Securities Transaction is not placed within that time
period, a new authorization must be obtained. If the order for the transaction
is placed but not executed within that time period, no new authorization is
required unless the person placing the original order amends the order in any
manner. Authorization for "good until canceled" orders are effective until the
order conflicts with a Fund order.

If a person wishing to affect a Personal Securities Transaction learns,
while the order is pending that the same Security is being considered for
Purchase or Sale by the Fund, such person shall cancel the trade.

NOTIFICATION OF FUND TRADING ACTIVITY

In addition to placing Purchase or Sale Orders for the Funds, the
Mutual Fund Portfolio Managers, or their designates, shall notify, their
respective Compliance Officers of daily purchases and sales and of Securities
being considered for Purchase or Sale by the Affiliated Fund (other than
anticipated transactions in Excluded Securities).

TRANSACTION AND ACCOUNT POSITION REPORTING REQUIREMENTS

DISCLOSURE OF PERSONAL BROKERAGE ACCOUNTS

At the commencement of employment with an Adviser, all Adviser
Personnel are required to submit to the Compliance Officer, the names and
account numbers of all of their personal brokerage accounts, brokerage accounts
of members of their immediate families, and any brokerage accounts which they
control or in which they or an immediate family member has Beneficial Ownership.

Each of these accounts is required to furnish duplicate confirmations
and statements to the Adviser with whom the person is affiliated.

ANNUAL REPORTING REQUIREMENTS

All Adviser Personnel are required to disclose all personal Securities
holdings upon commencement of employment, and thereafter on an annual basis. At
the commencement of employment and, thereafter, at the beginning of the first
quarter of each fiscal year, all Adviser Personnel are required to certify that
they have read and understand this Code and that they have complied with its
requirements throughout the prior fiscal year.

QUARTERLY REPORTING REQUIREMENTS

All Adviser Personnel, shall report to the Compliance Officer of the
Adviser with whom the person is affiliated the following information with
respect to transactions in any Security in which such person has, or by reason
of such transaction acquires, any direct or indirect Beneficial Ownership in the
Security:

o The date of the transaction, the title and the number of
shares, and the principal amount of each Security involved;

o The nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);

o The price at which the transaction was effected; and

o The name of the broker, dealer or bank with or through whom the
transaction was effected.

Trust Personnel who knew or, in the ordinary course of fulfilling his
or her duties as an officer or Trustee of the Trust, should have known, that
during the fifteen day period immediately preceding or after the date of a
Personal Security Transaction in a Security by the officer or Trustee such
Security is or was purchased or sold by a Fund or such purchase or sale by a
Fund is or was considered by a Fund or the Adviser, shall make the above
disclosures to the Board of Trustees, but only with respect to the applicable
Personnel Security Transactions.

Reports pursuant to this section of this Code shall be made no later
than 10 days after the end of the calendar quarter in which the transaction to
which the report relates was effected, and shall include a certification that
the reporting person has reported all Personal Securities Transactions required
to be disclosed or reported pursuant to the requirements of this Code. Any such
report may contain a statement that the report shall not be construed as an
admission by the person making such report that he or she has any direct or
indirect Beneficial Ownership in the Security to which the report relates.
Adviser Personnel and Trust Personnel need not make such a report with respect
to transactions effected for any account in which they may have Beneficial
Ownership, but over which they do not have any direct or indirect influence or
control (for example, a blind trust).

ENFORCEMENT AND PENALTIES

The Compliance Officers of the Advisers shall review the transaction
information supplied by their employees, whether full-time or part-time. The
Board of Trustees will review the transaction information supplied by the Trust
Personnel. If a transaction appears to be in violation of this Code of Ethics,
the transaction will be reported to the Adviser with whom the person is
affiliated as well as the Board of Trustees of the Trust.

Upon being informed of a violation of this Code of Ethics, the Adviser
may impose such sanctions at it deems appropriate, including but not limited to,
a letter of censure or suspension, termination of the employment of the violator
or a request for disgorgement of any profits received from a securities
transaction effected in violation of this Code of Ethics. The Adviser shall
impose sanctions in accordance with the principle that no AmeriPrime Personnel
may profit at the expense of the shareholders of the Trust. Any sanctions
imposed with respect thereto shall be reported periodically to the Board of
Trustees of the Trust.

DUTIES AND POWERS OF THE BOARD OF TRUSTEES

Each Adviser shall submit to the Board of Trustees of the Trust at each
regular meeting of the Board, a report on Personal Securities Transactions by
Adviser Personnel. Such reports shall be reviewed by the Board of Trustees in
order to determine whether any violation of this Code or any section of the Act
or the regulations promulgated thereunder has occurred.

Annually, each Adviser shall submit to the Board of Trustees a report
that:

o Summarizes existing procedures concerning Personal Securities
investing and any changes in the procedures made during the prior
year;

o Identifies any violations of this Code and any significant
remedial action taken during the prior year; and

o Identifies any recommended changes in existing restrictions or
procedures based upon the experience under the Code, evolving
industry practices or developments in applicable laws and
regulations.

The Board of Trustees of the Trust may, in their discretion, take any
actions and impose any penalty it deems appropriate upon any person that has
violated the Code of Ethics of the Trust or engaged in a course of conduct
which, although in technical compliance with this Code, shows a pattern of abuse
by that person of his or her fiduciary duties to the Trust.

The above actions of the Board of Trustees may be in addition to any
action taken by the applicable Adviser against the person or persons involved.