AMERIPRIME ADVISORS TRUST
485BXT, 2000-05-08
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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.     11                               / X /
                                                                        ---

                                      and/or

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


      Amendment No.     12                                              / 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)
/X/ on June 7, 2000 pursuant to paragraph (b)
/ / 60 days after filing  pursuant to paragraph  (a)(1)
/ / on (date)  pursuant to paragraph  (a)(1)
/ / 75 days after filing  pursuant to paragraph  (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.


If appropriate, check the following box:


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




                            AMERIPRIME ADVISORS TRUST


      This  Post-Effective  Amendment No. 11 to the Registration  Statement of
AmeriPrime  Advisors  Trust is being filed  solely for the purpose of delaying
the effectiveness of  Post-Effective  Amendment No. 8 which was filed pursuant
to Rule 485(a) on March 10, 2000.

      The  Prospectus and Statement of Additional  Information  for the Ensemble
Community Flagship Fund, the Ensemble Community Technology Fund and the Ensemble
Institutional Equity Fund are not included in this filing.

Part A:     INFORMATION REQUIRED IN PROSPECTUS:

      The  Prospectuses for the Ensemble  Community  Flagship Fund, the Ensemble
Community  Technology  Fund  and the  Ensemble  Institutional  Equity  Fund  are
incorporated herein by reference to Post-Effective Amendment No. 8.

Part B:     INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION.

        The  Statement of  Additional  Information  for the  Ensemble  Community
Flagship  Fund,  the  Ensemble  Community   Technology  Fund  and  the  Ensemble
Institutional  Equity Fund is incorporated herein by reference to Post-Effective
Amendment No. 8.


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  Management  Agreement withAExpert  Advisory,  Inc. for the
Enhans Master  Investor  Fund,  which was filed as an Exhibit to  Registrant's
Post-Effective Amendment No. 9, is hereby incorporated by reference.

(xvi) Registrant's  Management  Agreement withAExpert  Advisory,  Inc. for the
Enhans  RT  500  Fund,   which  was  filed  as  an  Exhibit  to   Registrant's
Post-Effective Amendment No. 9, 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,  which was filed as an
Exhibit   to   Registrant's   Post-Effective   Amendment   No.  7,  is  hereby
incorporated by reference.

(xix) Registrant's   Proposed   Management   Agreement  with  Paragon  Capital
Management,  Inc. for the Paragon Uncorrelated Return Fund, which was filed as
an  Exhibit  to  Registrant's   Post-Effective  Amendment  No.  7,  is  hereby
incorporated by reference.

(xx)  Registrant's  Proposed Management  Agreement with Riccardi Group LLC for
the  Master  High  Yield  Income  Fund,  which  was  filed  as an  Exhibit  to
Registrant's  Post-Effective  Amendment  No.  9,  is  hereby  incorporated  by
reference.


(xxi) Registrant's  Proposed Management  Agreement with Smith Asset Management
Group,  L.P.  for the  MutualMinds.com  Investors  Diversfield  Growth
                 Fund,   which  was  filed  as  an  Exhibit  to   Registrant's
Post-Effective Amendment No. 10, is hereby incorporated by reference.

(xxii)      Registrant's   Proposed  Management  Agreement  with  Smith  Asset
Management Group, L.P. for the MutualMinds.com  Small Cap Growth
         Fund,  which was filed as an Exhibit to  Registrant's  Post-Effective
Amendment No. 10, is hereby incorporated by reference.

(xxiii)     Registrant's   Proposed  Management  Agreement  with  Smith  Asset
Management  Group,  L.P.  for the  MutualMinds.com  New Economy
         Fund,  which was filed as an Exhibit to  Registrant's  Post-Effective
Amendment No. 10, is hereby incorporated by reference.


(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.


(i)   Opinion  of Brown,  Cummins & Brown Co.,  L.P.A.,  which was filed as an
Exhibit  to   Registrant's   Post-Effective   Amendment   No.  10,  is  hereby
incorporated by reference.

                   (ii) 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.

(i) 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.

(o)   Reserved.

(p)   Codes of Ethics.  Copy of Registrant's  Code of Ethics,  which was filed
as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No.  7, is hereby
incorporated by reference.

(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.

(iii) 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 March 14, 2000,  First Union National Bank,  Trustee,  owned 49.20% of the
StoneRidge  Small-Cap  Equity  Fund,  78.60% of the  StoneRidge  Equity Fund and
99.63% of the StoneRidge Bond Fund. As a result, the StoneRidge Small-Cap Equity
Fund, the StoneRidge  Equity Fund and the StoneRidge  Bond Fund may be deemed to
be under common control.

As of March 14, 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.

As of March 14, 2000, Specialty Screw Machine Company owned 99.72% of the Enhans
RT 500 Fund and 99.72% of the Enhans  Master  Investor  Fund.  As a result,  the
Enhans 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  Master  Investor Fund and Enhans RT 500
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  of AExpert 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. (ii) 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).

(j)   Riccardi  Group  LLC  ("Riccardi"),  340  Sunset  Dr.,  Ft.  Lauderdale,
Florida  33301,  adviser to the Master High Yield Income Fund, is a registered
investment adviser.
(i) Riccardi has engaged in no other business  during the past two fiscal years.
(ii)  Information  with  respect  to each  officer  and  member  of  Paragon  is
incorporated  by  reference  to  Schedule  D of Form ADV  filed by it under  the
Investment Advisers Act (File No. 801-56024).

(k) Smith Asset Management Group, L.P. ("Smith"), 300 Crescent Court, Suite 270,
Dallas, Texas 75201, adviser to the MutualMinds.com Investors Diversified Growth
Fund,  MutualMinds.com  Small Cap Growth Fund and Mutual  Minds.com  New Economy
Fund,  is a  registered  investment  adviser.  (i) Smith has engaged in no other
business during the past two fiscal years. (ii) Information with respect to each
officer and director of Smith is incorporated by reference to Schedule D of Form
ADV filed by it under the Investment Advisors Act (File No. 801-50835).

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).

(c)   Not applicable.

Item 28.    Location of Accounts and Records

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

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

      None.

Item 30.    Undertakings

      None.



<PAGE>


                                   SIGNATURES


      Pursuant  to the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the requirements for  effectiveness  of this  Registration  Statement under Rule
485(b) under the Securities Act and has duly caused this Registration  Statement
to be signed on its behalf by the undersigned,  duly authorized,  in the City of
Cincinnati, State of Ohio on the 5th day of May, 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


                                            May 5, 2000

Richard Wright,* Trustee


Mark Muller, Trustee



<PAGE>


         EXHIBIT INDEX

1.    Consent of Counsel............................................EX-99.23.i
2.    Consent of Accountant.........................................EX-99.23.j



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


                                   May 5, 2000

AmeriPrime Advisors Trust
1793 Kingswood Drive
Southlake, Texas 76092

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

Gentlemen:

      A legal opinion that we prepared was filed with  Post-Effective  Amendment
No. 10 (the "Legal Opinion") to the Registration  Statement.  We hereby give you
our consent to  incorporate  by reference the Legal Opinion into  Post-Effective
Amendment No. 11 to your Registration  Statement (the "Amendment"),  and consent
to all references to us in the Amendment.

                                    Very truly yours,

                                        /s/

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







                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the references to our
firm  included  in or made a part of this  Post-Effective  Amendment  No.  11 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
May 8, 2000






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