-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ESvU311aUvx0tObOLEWQBV3N37ZvBV9dOGRHLUhoVGUBlBz/N5JmnAAa0/Zrsevx Wn/uMasSjmvUoC6BXA08Xg== 0001000579-97-000005.txt : 19970623 0001000579-97-000005.hdr.sgml : 19970623 ACCESSION NUMBER: 0001000579-97-000005 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19970620 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRIME FUNDS CENTRAL INDEX KEY: 0001000579 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-96826 FILM NUMBER: 97627300 BUSINESS ADDRESS: STREET 1: 1793 KINGSWOOD DR STREET 2: STE 200 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 8174311297 MAIL ADDRESS: STREET 1: 1793 KINGSWOOD DRIVE STREET 2: SUITE 200 CITY: SOUTHLAKE STATE: TX ZIP: 76092 485APOS 1 MAI FUNDS FILING BROWN, CUMMINS & BROWN CO., L.P.A. ATTORNEYS AND COUNSELORS AT LAW 3500 CAREW TOWER J. W. BROWN (1911-1995) 441 VINE STREET JAMES R. CUMMINS CINCINNATI, OHIO 45202 ROBERT S BROWN TELEPHONE (513) 381-2121 OF COUNSEL DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 GILBERT BETTMAN LYNNE SKILKEN AMY G. APPLEGATE KATHRYN KNUE PRZYWARA MELANIE S. CORWIN JOANN M. STRASSER June 20, 1997 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 RE: AmeriPrime Funds, File Nos. 33-96826 and 811-9096 Ladies and Gentlemen: On behalf of AmeriPrime Funds, a registered investment company (the "Trust"), we hereby file by EDGAR Post-Effective Amendment No. 8 to the Trust's Registration Statement. The Amendment is being filed pursuant to Rule 485(a) promulgated under the Securities Act of 1933 to establish six new series of the Trust: "MAI Enhanced Index Fund," "MAI Growth & Income Fund," "MAI Aggressive Growth Fund," "MAI High-Yield Income Fund," "MAI Capital Appreciation Fund" and "MAI Global Equity Fund." If you have any questions concerning this filing, please contact Donald S. Mendelsohn at (513) 381-2121. Very truly yours, BROWN, CUMMINS & BROWN CO., L.P.A. BCB/ama cc: Mr. Kenneth Trumpfheller 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. {^} 8 /X/ and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT / / OF 1940 Amendment No. 9 /X/ (Check appropriate box or boxes.) AmeriPrime Funds - File Nos. 33-96826 and 811-9096 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 - ------------------------------------------------------------------- (Address of Principal Executive Offices) Zip Code Registrant's Telephone Number, including Area Code: (817) 431-2197 Kenneth Trumpfheller, 1793 Kingswood 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 Release Date: , {^} 1997 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. Registrant continues its election made by the filing of its Registration Statement, effective November 6, 1995, to register an indefinite number and amount of its securities under Rule 24f-2 of the Investment Company Act. Registrant filed, pursuant to paragraph b(1) of Rule 24f-2, a Form 24F-2 for the fiscal year ended October 31, 1996 on December 30, 1996. AmeriPrime Funds CROSS REFERENCE SHEET FORM N-1A FOR MAI FAMILY OF FUNDS ITEM SECTION IN PROSPECTUS 1.............................. Cover Page 2.............................. Summary of Fund Expenses 3.............................. None 4.............................. The Funds, The MAI Investment Strategy-- Enhanced Sub-indexing, Investment Objective and Strategies, Investment Policies and Techniques, Operation of the Funds, General Information 5.............................. Operation of the Funds 5A............................. None 6.............................. Cover Page, Shareholder Services, How to Redeem Shares, Dividends and Distributions, Taxes, Operation of the Funds, General Information 7.............................. Cover Page, How to Purchase Fund Shares, Share Price, Operation of the Funds 8.............................. How to Redeem Shares 9.............................. None 13.............................. General Information SECTION IN STATEMENT OF ITEM ADDITIONAL INFORMATION 10.............................. Cover Page 11.............................. Table of Contents 12.............................. None 13.............................. Additional Information About Fund Investments and Risk Considerations, Investment Limitations 14.............................. Trustees and Officers 15.............................. Description of the Trust 16.............................. The Investment Advisor, Custodian, Transfer Agent, Accountants 17.............................. Portfolio Transactions and Brokerage 18.............................. Description of the Trust 19.............................. Determination of Share Price 20.............................. None 21.............................. Distributor 22.............................. Investment Performance 23.............................. None MAI FAMILY OF FUNDS PROSPECTUS _____________, 1997 c/o VAMCO, LLC 6575 West Loop South Suite 110 Houston, Texas 77401 For Information, Shareholder Services and Requests: (800) 351-2078 o MAI Enhanced Index Fund o MAI Growth & Income Fund o MAI Aggressive Growth Fund o MAI High-Yield Income Fund o MAI Capital Appreciation Fund o MAI Global Equity Fund MAI Family of Funds is a series of six funds, each representing a separate investment portfolio which is part of the AmeriPrime Funds, an open-end management investment company. Sales are made on a "no-load" basis, without sales charge at each Fund's per share net asset value. The investment objective of each Fund is as follows: Enhanced Index Fund - long-term capital appreciation Capital Appreciation Fund - long-term capital appreciation Global Equity Fund - long-term capital appreciation Aggressive Growth Fund - long-term capital appreciation Growth & Income Fund - long-term capital appreciation, with high current income as a secondary consideration High-Yield Income Fund - high current income The Funds may be used independently or in combination with each other as part of an overall investment strategy. MAI is the acronym for "Multi-Advantaged Investing." The MAI approach uses proprietary investment techniques to select from the world's leading market indices bellwether subsets of securities which the Funds' investment adviser believes will provide results superior to the benchmark indices over a full market cycle. This Prospectus provides the information a prospective investor ought to know before investing and should be retained for future reference. A Statement of Additional Information, dated ___________, 1997, has been filed with the Securities and Exchange Commission ("SEC") which is incorporated herein by reference and can be obtained without charge by calling the Funds at the phone number listed above. The SEC maintains a Web Site (http://www.sec.gov) that contains the Statement of Additional Information, material incorporated by reference, and other information regarding registrants that file electronically with the SEC. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SUMMARY OF FUND EXPENSES The tables below are provided to assist the investor in understanding the direct and indirect expenses that may be borne by investors, as a shareholder, in each Fund. The expense information is based on estimated amounts for the current fiscal year. The expenses are expressed as a percentage of average net assets. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE FUND PERFORMANCE OR EXPENSES, BOTH OF WHICH MAY VARY. Shareholders should be aware that each Fund is no-load fund and, accordingly, a shareholder does not pay any sales charge or commission upon purchase or redemption of shares of the Funds.
Shareholder Transaction Expenses - --------------------------------------------------------------------------------------------------------------- Enhanced Capital Aggressive Growth & High-Yield Global Index Appreciation Growth Fund Income Fund Income Equity Fund Fund Fund Fund - --------------------------------------------------------------------------------------------------------------- Sales Load Imposed on Purchases NONE NONE NONE NONE NONE NONE Sales Load Imposed on Reinvested Dividends NONE NONE NONE NONE NONE NONE Deferred Sales Load NONE NONE NONE NONE NONE NONE Redemption Fees (1)(2) 2.50% 2.50% 2.50% 2.50% NONE NONE Exchange Fees (2) NONE NONE NONE NONE NONE NONE - ----------------------------------------------------------------------------------------------------------------- (1) A wire redemption charge will be deducted from the amount of a wire redemption payment made at the request of a shareholder. (2) Shares held less than 12 months and redeemed (including exchanges) from the Enhanced Index Fund, Capital Appreciation Fund, Aggressive Growth Fund, and Global Equity Fund are subject to a short term redemption fee equal to 2.50% of the net asset value of shares redeemed. Redemption fees are paid to the applicable Fund to reduce expenses. See "How to Redeem Shares" for additional information.
Annual Fund Operating Expenses (as a percentage of average net assets) - ---------------------------------------------------------------------------------------------------------------- Enhanced Capital Aggressive Growth & High-Yield Global Index Appreciation Growth Income Income Equity Fund Fund Fund Fund Fund Fund Management Fees 1.20% 1.20% 1.20% 1.00% .60% 1.40% 12b-1 Charges NONE NONE NONE NONE NONE NONE Other Expenses(3), (after 0.30% 0.30% 0.30% 0.25% 0.20% 0.35% reimbursement) - ----------------------------------------------------------------------------------------------------------------- Total Operating Expenses (after 1.50% 1.50% 1.50% 1.25% .80% 1.75% reimbursement) ================================================================================================================= (3) Other Expenses (after reimbursements by the Advisor) of each Fund will not exceed levels set forth. The tables above are provided to assist an investor in understanding the direct and indirect expenses that an investor may incur as a shareholder in each Fund.
EXAMPLE(4) An investor in a Fund would pay the following expenses on a $1,000 investment, assuming (1) 5% annual return and (2) redemption at the end of each time period. The 2.50% redemption fee is not included in the expenses because the time periods illustrated are one year or more.
1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------------------------------------------------------------------------- Enhanced Index Fund $15 $47 $82 $179 Capital Appreciation Fund $15 $47 $82 $179 Aggressive Growth Fund $15 $47 $82 $179 Growth & Income Fund $13 $40 $69 $151 High-Yield Income Fund $ 8 $26 $44 Global Equity Fund $18 $55 $95 $206 (4) The example is based upon estimated total operating expenses for the Fund Series as set forth in the "Annual Operating Expenses" table above. The Example should not be considered a representation of future Fund performance or expenses, both of which may vary.
THE FUNDS The MAI Funds (each a "Fund" and collectively the "Funds") were organized as six separate series of AmeriPrime Funds, an Ohio business trust and open-end investment company (the "Trust"), on _________________, 1997. The Funds represent a convenient way to invest in professionally managed portfolios of high quality securities. This prospectus offers shares of each Fund and each share represents an undivided, proportionate interest in a Fund. Additional information about the Funds may be obtained in writing from the Funds' investment advisor, Vuong Asset Management Company, LLC, 6575 West Loop South, Suite 110, Houston, Texas 77401 (the "Advisor") or by calling the Advisor at 800-351-2078. THE MAI INVESTMENT STRATEGY -- ENHANCED SUB-INDEXING MAI is the acronym for "Multi-Advantaged Investing." The MAI approach uses a proprietary model to select subsets of securities from the world's leading market indices (such as the Dow Jones Industrial Averages, the Standard & Poor's 500 ("S&P 500") and the Lehman Corporate Bond Index). The selection criteria are based on the premise that the best way to outperform an index of securities is to select a "bellwether" subset of securities which possess the quantitative characteristics that have outperformed the index in the past. The Advisor calls this selection method "Sub-indexing." The Advisor will invest up to 90% of each Fund's portfolio in the "bellwether" subsets of securities from those specific benchmark indices chosen by the Advisor for the applicable Fund. Each Fund's portfolio will be subject to the Advisor's active management, with rotation and rebalancing on a regular basis. The Advisor will use its proprietary methodology to construct a separate covered index option writing program for up to 20% of a Fund's portfolio. The Advisor believes this covered option writing component of Fund's portfolio will deliver incremental total return during periods of market non-performance, thereby reducing the performance volatility (i.e. market cycle risk) of the portfolio. The Advisor calls this MAI approach of investing "Enhanced Sub-indexing" and believes that the approach will achieve superior investment results over a full market cycle. INVESTMENT OBJECTIVE AND STRATEGIES Enhanced Index Fund The investment objective of the Enhanced Index Fund is long-term capital appreciation. The Fund seeks to achieve this objective by investing primarily in common stocks of companies that make up the Dow Jones Industrial Average (the "DJIA") or the S&P 500. Under normal circumstances, up to 90% of the Fund's portfolio will be invested in subsets of common stock from those indices, selected and managed by the Advisor pursuant to its Enhanced Sub-indexing investment strategy (see "The MAI Investment Strategy--Enhanced Sub-indexing"). Up to 20% of the Fund's portfolio will be allocated to the purchase and covered writing (selling) of equity index options (see "Index Option Program"). Aggressive Growth Fund The investment objective of the Aggressive Growth Fund is long-term capital appreciation. The Fund seeks to achieve this objective by investing primarily in common stocks of emerging growth companies that make up the NASDAQ 100 stocks or the DJIA. Under normal circumstances, up to 90% of the Fund's portfolio will be invested in subsets of common stock from those indices, selected and managed by the Advisor pursuant to its Enhanced Sub-indexing investment strategy (see "The MAI Investment Strategy--Enhanced Sub-indexing"). Up to 20% of the Fund's portfolio will be allocated to the purchase and covered writing (selling) of equity index options (see "Index Option Program"). Capital Appreciation Fund The investment objective of the Capital Appreciation Fund is long-term capital appreciation. The Fund seeks to achieve this objective by investing primarily in common stocks of companies that make up the DJIA. Under normal circumstances, up to 90% of the Fund's portfolio will be invested in subsets of common stock from those indices, selected and managed by the Advisor pursuant to its Enhanced Sub-indexing investment strategy (see "The MAI Investment Strategy--Enhanced Sub- indexing"). Up to 20% of the Fund's portfolio will be allocated to the purchase and covered writing (selling) of equity index options (see "Index Option Program"). Growth and Income Fund The investment objective of the Growth and Income Fund is long-term capital appreciation, with high current income as a secondary objective. The Fund seeks to achieve this objective by investing primarily in common stocks of companies that make up the Dow Utility Index, the Dow Transportation Index, and the DJIA, as well as common stocks of REITs (real estate investment trusts). Under normal circumstances, up to 90% of the Fund's portfolio will be invested in subsets of common stock from those indices, (as well as REITs) selected and managed by the Advisor pursuant to its Enhanced Sub-indexing investment strategy (see "The MAI Investment Strategy--Enhanced Sub-indexing"). Up to 20% of the Fund's portfolio will be allocated to the purchase and covered writing (selling) of equity index options (see "Index Option Program"). High-Yield Income Fund The investment objective of the High-Yield Income Fund is high current income. The Fund seeks to achieve this objective by investing primarily in investment grade (ranked A or better by S&P or Moody's) fixed income debt securities included in the Lehman Corporate Bond Index. Under normal circumstances, up to 90% of the Fund's portfolio will be invested in subsets of fixed income debt securities from that index, selected and managed by the Advisor pursuant to its Enhanced Sub-indexing investment strategy (see "The MAI Investment Strategy--Enhanced Sub-indexing"). Up to 20% of the Fund's portfolio will be allocated to the purchase and covered writing (selling) of index options (see "Index Option Program"). Up to 5% of the Fund's portfolio may consist of inverse floating rate debt securities. Global Equity Fund The investment objective of the Global Equity Fund is long-term capital appreciation. The Fund seeks to achieve this objective by investing primarily in common stocks of companies that make up the DJIA, the FTSE 100 (London), DAX 30 (Frankfurt), NIKKEI 225 (Tokyo) or HANG SENG 33 (Hong Kong). Under normal circumstances, up to 90% of the Fund's portfolio will be invested in subsets of common stock from those indices, selected and managed by the Advisor pursuant to its Enhanced Sub-indexing investment strategy (see "The MAI Investment Strategy--Enhanced Sub-indexing"). Up to 20% of the Fund's portfolio will be allocated to the purchase and covered writing (selling) of equity index options (see "Index Option Program"). Purchases of foreign securities are usually made in foreign currencies and, as a result, a Fund may incur currency conversion costs and may be affected favorably or unfavorably by changes in the value of foreign currencies against the U.S. dollar. In addition, there may be less information publicly available about a foreign company than 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. Index Option Program The Funds may purchase put and call options and write (sell) covered put and call options on stock indices listed on domestic and international stock exchanges, and engage in related closing transactions. The Advisor intends to invest up to 20% of each Fund's portfolio in a combination of long and short positions in index options, utilizing the proprietary methodology developed by the Advisor. An option on a stock index gives the holder the right to receive, upon exercising the option, a cash settlement amount based on the difference between the exercise price and the value of the underlying stock index. Receipt of this cash amount will depend upon the closing level of the stock index upon which the option is based being greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. The amount of cash received will be equal to such difference between the closing price of the index and the exercise price of the option expressed in dollars. The writer of the option is obligated, in return for the premium received, to make delivery of this amount. The Advisor may purchase and sell related options contracts on leading market benchmark indices, interest rate or industry segment indices on a fully-hedged basis. To the extent permitted by U.S. federal or state securities laws, the MAI Global Equity Fund may invest in options on foreign stock indices in lieu of direct investment in foreign securities. It may also use foreign stock index options for hedging purposes. Because the Advisor will invest in both long and short positions, the Advisor's aggregate investments are positioned to be market neutral. The short side of the option program will consist of sales of index options, while the long side will consist of the purchase of index options (generally for the purpose of hedging the short side). This investment strategy is designed to take advantage of the natural decay of the time value of index options and of what the Advisor believes are inefficiencies in the pricing of index options without attempting to predict the direction or timing of broader market movements. The Advisor anticipates that its investment strategy will perform best in a relatively flat market environment where volatility is equal to or less than historical norms. To cover the potential obligations involved in writing option transactions, the Fund will either own a position opposite to the option or hold a portfolio of stocks substantially replicating the movement of the index or, to the extent the Fund does not own such a position or hold such a portfolio, will segregate with the Custodian high grade liquid dept obligations equal to the market value of the stock index option, marked to market daily. Risks associated with writing options include the possible inability to effect closing transactions at favorable prices and an appreciation limit on the securities set aside for settlement, as well as exposure to an indeterminate liability. Risks associated with purchasing options include the loss of the premium if the option is not exercised. It is not the Advisor's intention to buy options for speculative purposes, or to write options on an uncovered or unhedged basis. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether the Fund will realize a gain or loss from the purchase or writing of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of a particular stock. Options may fail as hedging techniques when price movements of the securities underlying the options do not follow the price movements of the portfolio securities subject to the hedge. Accordingly, successful use by each Fund of options on stock indices will be subject to the Advisor's ability to predict correct movements in the direction of the stock market generally or of a particular industry. This requires different skills and techniques than predicting changes in the price of individual stocks. A Fund will likely be unable to control losses by closing its position where a liquid secondary market does not exist. General The Advisor generally intends that each Fund will stay fully invested (subject to liquidity requirements) in securities from the indicated benchmark indices and in the index options described under the "Index Option Program," regardless of the movement of stock and bond prices. However, to the extent the portion of a Fund's portfolio allocated to the Index Option Program is not fully invested in options, it may be invested in cash equivalents, U.S. Government repurchase agreements or money market funds (collectively, "Money Market Instruments"). In addition to investing directly in common stocks, each fund (except for the High-Yield Income fund) may invest in S&P Depository Receipts ("SPDRS") and other similar instruments. 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 of SPDRS track the movement of the Index relatively closely. For temporary defensive purposes under adverse market conditions, the Fund may hold all or a substantial portion of its assets in Money Market Instruments. The Fund may also invest in such instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies. If a Fund acquires securities of money market funds, the shareholders of the Fund will be subject to duplicative management fees. As all investment securities are subject to inherent market risks and fluctuations in value due to earnings, economic and political conditions and other factors, no fund can give any assurance that its investment objective will be achieved. In addition, it should be noted that the Advisor has not previously managed assets organized as a mutual fund and the Funds have no operating history. Each Fund is a non-diversified fund, and, as such, may present substantially more investment risk and potential for volatility then a mutual fund which is diversified. Rates of total return quoted by a Fund may be higher or lower than past quotations, and there can be no assurance that any rate of total return will be maintained. See "Investment Policies and Techniques" for a more detailed discussion of each Fund's investment practices. HOW TO PURCHASE FUND SHARES Each Fund is "no-load" and shares of each Fund may be sold to investors on a continuous basis on any day on which the New York Stock Exchange is open for business ("Business Day"), subject to the following minimums: minimum initial investment of $5,000 ($2,000 for retirement accounts) and minimum subsequent investments of $500. These minimums may be waived by the Advisor for accounts participating in the Systematic Investment Plan. Investors choosing to purchase or redeem their shares through a securities dealer or broker/dealer may be charged a fee by that institution. Investors choosing to purchase or redeem shares directly from the Fund through American Data Services, Inc. (the "Transfer Agent") will not incur charges on purchases or redemptions, except for the short term redemption fee described under "How to Redeem Shares- Redemption Fee." Shares of each Fund are offered only to residents of states in which such shares are eligible for purchase. Initial Purchase By Mail - You may purchase shares of each Fund by completing and signing the Ivestment Application Form which accompanies this Prospectus and mailing it, in proper form, together with a check or other negotiable bank draft (subject to the minimum amounts) made payable to MAI Funds-[NAME OF FUND], and sent to the address listed below. Mail to Overnight to: MAI Family of Funds MAI Family of Funds c/o American Data Services, Inc. c/o American Data Services, Inc. P.O. Box 5536 Hauppauge Corporate Center Hauppage, NY 11788-0132 150 Motor Parkway, Suite 120 Hauppauge, NY 11760 Your purchase of shares of a Fund will be effected at the next share price calculated after receipt of your investment. By Wire - You may also purchase shares of a Fund by wiring federal funds from your bank that is a member of the Federal Reserve System, which may charge you a fee for doing so. If money is to be wired, you must first call the Transfer Agent at 800-___-____ to set up your account and obtain an account number. You should be prepared at that time to provide the information on the Investment Application. Then, you should provide your bank with the following information for purposes of wiring funds for your investment: Star Bank, N.A. Cinti/Trust for MAI Enhanced Index Fund ABA #0420-0001-3 D.D.A. # MAI Account Name __________ for MAI Aggressive Growth Fund (write in shareholder name) D.D.A. # For the MAI Account #__________ for MAI Capital Appreciation Fund (write in account number) D.D.A. # for MAI Growth & Income Fund D.D.A. # for MAI High-Yield Income Fund D.D.A. # for MAI Global Equity Fund D.D.A. # You are required to mail a signed Investment Application to the Custodian at the above address in order to complete your initial wire purchase. Wire orders will be accepted only on a day on which the Fund, Custodian and Transfer Agent are open for business. A wire purchase will not be considered made until the wired money is received and the purchase is accepted by the Fund; each Fund reserves the right to reject any purchase order or to suspend or modify the continuous offering of its shares. 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 reserves the right to charge shareholders for this service. Additional Purchases You may purchase additional shares of any Fund at any time (subject to minimum investment requirements) by mail, wire, or under the Systematic Investment Plan. Each additional mail purchase request must contain your name, the name of your MAI account(s), your MAI account number(s), and the Fund name. Checks or other negotiable bank drafts should be made payable to MAI Funds-[NAME OF FUND] and should be sent to the address listed above. A bank wire should be made through the wire procedures described above which must include your MAI account name(s), your MAI account number(s) and the name of the Fund. Additional Information Dividends begin to accrue after you become a shareholder. The Funds do not issue share certificates. All shares are held in non-certificate form registered on the books of each of the Funds and the Funds' Transfer Agent for the account of the shareholder. The rights to limit the amount of purchases and to refuse to sell to any person are reserved by the Funds. 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. SHAREHOLDER SERVICES Shareholder Inquiries and Services Offered If you have any questions about the Funds or shareholder services described below, please call the Funds at 1-800-351- 2078. Written inquiries may be sent to American Data Services, Inc., Hauppauge Corporate Center, 150 Motor Parkway, Suite 120, Hauppauge, NY 11760. Systematic Investment Plan You may conveniently make regular monthly or quarterly purchases of shares in a Fund by completing the appropriate section of the Investment Application and attaching a voided personal check. The Systematic Investment Plan enables you to achieve dollar-cost averaging with respect to investments in the Fund despite then fluctuating net asset values through regular purchases of a fixed dollar amount of shares in the Fund. Dollar-cost averaging results in more shares being purchased when a Fund's net asset value is relatively low and fewer shares being purchased when a Fund's net asset value is relatively high, thereby helping to decrease the average price of your shares. Through the Systematic Investment Plan, shares are purchased by your authorization of the automatic transfer of funds from your designated checking, savings or money market account (minimum of $100 per transaction per Fund) on the first or fifteenth of the month or quarter you select. You may change the amount of your monthly purchase at any time. Systematic Withdrawal Plan As another convenience, the Funds offer a Systematic Withdrawal Plan whereby you may receive current income while maintaining investments in a Fund. The Systematic Withdrawal Plan permits you to have payments of $100 or more automatically transferred from your account(s) in the Fund(s) to your designated checking, savings or money market account on a monthly or quarterly basis. A shareholder's account must have Fund shares with a value of at least $10,000 in order to start a Systematic Withdrawal Plan. This Program may be terminated by a shareholder or the Fund(s) at any time without charge or penalty and will become effective five business days following receipt of your instructions. Shares will be sold within three business days before month-end. A withdrawal under the Systematic Withdrawal Program involves a redemption of shares, and may result in a gain or loss for federal income tax purposes. In addition, if the amount withdrawn exceeds the dividends credited to the shareholder's account, the account ultimately may be depleted. Exchange Privileges Once payment for your shares has been received and a MAI account established, you may exchange some or all of your shares for shares of another MAI Fund currently available to the public. Exchanges will be made at net asset value. Tax Sheltered Retirement Plans A variety of tax-sheltered retirement plans are available to shareholders of Funds which seek capital appreciation as their investment objective, including individual retirement plans (IRAs); simplified employee pensions (SEPs); 401(k) plans; qualified corporate pension and profit sharing plans (for employees); tax deferred investment plans (for employees of public school systems and certain types of charitable organizations); and other qualified retirement plans. You should contact the Transfer Agent for the application procedure to open an IRA or SEP plan, as well as more specific information regarding these retirement plan options. Consultation with an attorney or tax advisor regarding these plans is advisable. Custodial fees for an IRA will be paid by the shareholder by redemption of sufficient shares of the Fund from the IRA unless the fees are paid directly to the IRA custodian. You may obtain information about the IRA custodial fees from the Transfer Agent. HOW TO REDEEM SHARES Redemption orders received by the Transfer Agent prior to 4:00 p.m. EST for a Fund on any Business Day will be effective that day. All redemptions will be made at the net asset value next determined after the redemption request has been received by the Transfer Agent in "proper order." Shareholders may receive redemption payments in the form of a check or Federal Reserve wire transfer, as promptly as possible and, in any event, within seven days after the redemption order is received; however, redemption proceeds for shares purchased by check will be forwarded only upon collection of payment for such shares. The proceeds of the redemption may be more or less than the purchase price of your shares, depending on the market value of the Fund's securities at the time of your redemption. Presently there is no charge for wire redemptions; however, the Funds reserve the right to charge for this service. Any charges for wire redemptions will be deducted from the shareholder's Fund account by redemption of shares. Shareholders choosing to purchase or redeem their shares through a securities dealer may be charged a fee by that institution. By Mail - You may redeem any part of your account in a Fund at no charge by mail. Your request should be addressed to: Mail to Overnight to: MAI Family of Funds MAI Family of Funds c/o American Data Services, Inc. c/o American Data Services, Inc. P.O. Box 5536 Hauppauge Corporate Center Hauppage, NY 11788-0132 150 Motor Parkway, Suite 120 Hauppauge, NY 11760 "Proper order" means your request for a redemption must include your letter of instruction, including the Fund name, MAI account number, MAI account name(s), the address and the dollar amount or number of shares you wish to redeem. This request must be signed by all registered share owner(s) in the exact name(s) and any special capacity in which they are registered. For all redemptions, the Funds 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 each of the Funds or American Data Services, Inc., a shareholder, prior to redemption, may be required to furnish additional legal documents to insure proper authorization. By Telephone - You may redeem any part of your account in a Fund by calling the Transfer Agent at (800) 351-2078. You must first complete the Optional Telephone Redemption and Exchange section of the Investment Application to institute this option. The Fund, the Transfer Agent and the Custodian are not liable for following redemption or exchange instructions communicated by telephone that they reasonably believe to be genuine. However, if they do not employ reasonable procedures to confirm that telephone instructions are genuine, they may be liable for any losses due to unauthorized or fraudulent instructions. Procedures employed may include recording telephone instructions and requiring a form of personal identification from the caller. The telephone redemption and exchange procedures may be terminated at any time by the Funds or the Transfer Agent. 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 other Shareholder Services. If you are unable to reach the Funds by telephone, you may request a redemption or exchange by mail or overnight delivery. Redemption Fee Shares held less than 12 months and redeemed (including exchanges) from the Enhanced Index Fund, Aggressive Growth Fund, Capital Appreciation Fund and Global Equity Fund are subject to a short term redemption fee equal to 2.50% of the net asset value of shares redeemed. Solely for purposes of calculating the one-year holding period, the Funds use the "first-in, first out" (FIFO) method. That is, the date of any redemption or exchange will be compared to the earliest purchase date. If this holding period is less than one year, the fee will be assessed. The fee will be prorated if a portion of the shares being redeemed or exchanged has been held for more than one year. Shares acquired through reinvested dividend or capital gain distributions are exempt from the fee. Additional Information If you are not certain of the requirements for a redemption please call the Transfer Agent at (800) 351-2078. Redemptions specifying a certain date or share price cannot be accepted and will be returned. You will be mailed the proceeds on or before the fifth business day following the redemption. However, payment for redemption made against shares purchased by check will be made only after the check has been collected, which normally may take up to fifteen days. Also, when the New York Stock Exchange is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing or under any emergency circumstances, as determined by the Securities and Exchange Commission, the Funds may suspend redemptions or postpone payment dates. Minimum Account Size Due to the relatively high cost of maintaining smaller accounts, each Fund reserves the right to require that any Shareholder redeem shares in any account if, as a result of redemptions, the value of that account drops below [$2,500]. You will be allowed 30 days, after notice by the Fund, to make an additional investment to bring your account up to at least [$2,500] before the redemption is processed. An involuntary redemption constitutes a sale. You should consult your tax adviser concerning the tax consequences of involuntary redemptions. Each share of each Fund is subject to redemption at any time if the Board of Trustees determines in its sole discretion that failure to so redeem may have materially adverse consequences to all or any of the shareholders of the Funds. SHARE PRICE The net asset value of each share in a Fund is determined by dividing the total market value of the Fund's investments and other assets (including accrued income), less any liabilities (including estimated accrued expenses), by the number of shares outstanding, rounded to the nearest cent. Net asset value per share is determined as of the close of trading on the New York Stock Exchange (4:00 p.m., Eastern time) on each Business Day and can be expected to fluctuate. Equity securities which are traded on any exchange or on the NASDAQ Over-The-Counter Market (OTC), 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 Advisor'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, or when the Advisor determines the last bid price does not accurately reflect the current value, securities are valued in good faith by the Advisor, subject to review of the Board of Trustees. Debt securities are valued by using market quotations or, alternatively, on the basis of prices furnished by a pricing service, when the Advisor believes such prices more accurately reflect their fair market value. 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, securities are valued at fair value in good faith by the Advisor, subject to review of the Board of Trustees. Debt 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. DIVIDENDS AND DISTRIBUTIONS Each Fund intends to distribute substantially all of its net investment income as dividends to its shareholders on an annual basis, and intends to distribute its net long term capital gains and its net short term capital gains at least once a year. Income dividends and capital gain distributions are automatically reinvested in additional shares at the net asset value per share on the distribution date. An election to receive a cash payment of dividends and/or capital gain distributions may be made in the Investment Application or by separate written notice to the Transfer Agent. Shareholders will receive a confirmation statement reflecting the payment and reinvestment of dividends and summarizing all other transactions. If cash payment is requested, a check normally will be mailed within five business days after the payable date. If you withdraw your entire account, all dividends accrued to the time of withdrawal, including the day of withdrawal, will be paid at that time. You may elect to have distributions on shares held in IRAs and 403(b) plans paid in cash only if you are 59 1/2 years old or permanently and totally disabled or if you otherwise qualify under the applicable plan. TAXES The summary of federal income tax consequences applicable to investments in the Funds is based upon current tax laws and regulations which are subject to change. Tax Status of the Funds Each Fund is treated as a separate entity for federal income tax purposes and is not combined with the other Funds. Each Fund intends to qualify each year as a "regulated investment company" under the Internal Revenue Code as amended. By so qualifying, a Fund will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any realized capital gains. Tax Status of Distributions For federal income tax purposes, dividends paid by each Fund from ordinary income are taxable to shareholders as ordinary income, but may be eligible in part for the dividends received deduction for corporations. Pursuant to the current tax law, all distributions of net capital gains to individuals are taxed at the same marginal rate as ordinary income. All distributions of net capital gains to corporations are taxed at regular corporate rates. Any distributions designated as being made from net realized long term capital gains are taxable to shareholders as long term capital gains regardless of the holding period of the shareholder. Each Fund will mail to each shareholder after the close of the calendar year a statement setting forth the federal income tax status of distributions made during the year. Dividends and capital gains distributions may also be subject to state and local taxes. Shareholders are urged to consult with their own tax advisers regarding specific questions as to federal, state or local taxes and the tax effect of distributions and withdrawals from the Fund. On the Investment Application, each of the Funds will request the shareholder's certified taxpayer identification number (social security number for individuals) and a certification that the shareholder is not subject to backup withholding. Unless the shareholder provides this information, each Fund will be required to withhold and remit to the Internal Revenue Service 31% of gross dividends, distributions and redemption proceeds payable to the shareholder. Shareholders should be aware that, under regulations promulgated by the Internal Revenue Service, a Fund may be fined $50 annually for each account for which a certified taxpayer identification number is not provided. In the event that such a fine is imposed with respect to a specific account in any year, the applicable Fund may make a corresponding charge against the account of the shareholder failing to provide the information. Tax Treatment of Transactions Each sale, exchange or redemption of a Fund's shares is a taxable event to the shareholder. Income derived by a Fund portfolio from securities of foreign issuers may be subject to foreign withholding taxes. The Global Equity Fund expects to be able to treat shareholders as having paid their proportionate share of such foreign taxes. OPERATION OF THE FUNDS The Funds Each Fund is a diversified series of AmeriPrime Funds, an open-end management investment company organized as an Ohio business trust on August 8, 1995. The Board of Trustees supervises the business activities of the Funds. Like other mutual funds, the Funds retain various organizations to perform specialized services under outsourcing contracts. The Advisor Each Fund has engaged Vuong Asset Management Company, LLC ("VAMCO") a Texas-based limited liability company, 6575 West Loop South, Suite 110, Houston, Texas 77401 (the "Advisor") to manage the assets of each Fund and is authorized to pay the Advisor a fee equal to an annualized rate, as a percentage of the respective Fund's average daily net assets, of 1.20% for the Enhanced Index Fund, Capital Appreciation Fund and Aggressive Growth Fund; 1.00% for the Growth & Income Fund; 0.60% for the High-Yield Income Fund and 1.40% for the Global Equity Fund. VAMCO is a Registered Investment Adviser with the SEC and has provided investment management services to private clients and institutional investors since 1995, similar to those employed to manage each Fund. Qui T. Vuong serves as the Chairman and Chief Investment Officer of VAMCO and has been responsible for the day-to-day management of each Fund since its inception. Mr. Vuong has provided investment management service to private clients, investment partnerships and private hedge funds since 1992, using techniques similar to those employed to manage each Fund. VAMCO is jointly owned by Qui T. Vuong, a graduate of Princeton University, Quyen Vuong, a graduate of Yale University and Stanford Business School, and Diep Vuong, a graduate of Harvard University. The unique investment technology platform offered to each of the Funds is a result of nearly 20 years of combined professional experience in the investment and securities business. Fund Expenses Each Fund is responsible for the payment of all organizational and operating expenses of the Fund, including brokerage fees and commissions; taxes or governmental fees; interest; fees and expenses of the non-interested person trustees; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Funds in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service 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 Fund shareholders; the cost of printing or preparing statements, reports or other documents to shareholders; expenses of shareholders' meetings and proxy solicitations; 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 only be liable for organizational expenses when the combined assets reach $10,000,000 or when the Funds have been in existence for at least one year. The Administrator The Funds retain AmeriPrime Financial Services, Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 (the "Administrator") to manage the Funds' business affairs and provide each Fund with administrative services, including all regulatory reporting and necessary office equipment, personnel and facilities. The Administrator receives a monthly fee from the Fund equal to an annual average rate of 0.050% of each Fund's average daily net assets (subject to a minimum annual payment of $20,000). The services of the Administrator are operating expenses paid by each Fund. The Transfer Agent The Fund retain American Data Services, Inc., Hauppauge Corporate Center, 150 Motor Parkway, Suite 120, Hauppauge, New York 11760 (the "Transfer Agent") to serve as transfer agent, dividend paying agent and shareholder service agent. The services of the Transfer Agent are operating expenses paid by each Fund. The Co-Distributors The Funds retain AmeriPrime Financial Services, Inc., 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 to act as a co-distributor of each Fund's shares. Kenneth D. Trumpfheller, officer and sole shareholder of the Administrator and AmeriPrime Financial Services, Inc., is an officer and trustee of the Trust. In addition, the Funds retain Omni Financial Group, LLC, 6575 West Loop South, Suite 110, Bellaire, Texas 77401, which is affiliated with the Advisor, to act as co- distributor of each Fund's shares. No compensation is paid to either co-distributor for distribution services. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to its obligation of seeking best qualitative execution, the Advisor may give consideration to sales of shares of a Fund as a factor in the selection of brokers and dealers to execute portfolio transactions. The Adviser (not the Funds) may pay certain financial institutions (which may include banks, securities dealers and other industry professionals) a "servicing fee" for performing certain administrative functions for Fund shareholders to the extent these institutions are allowed to do so by applicable statute, rule or regulation. Custodian Star Bank N.A., P.O. Box 1118, Cincinnati, Ohio 45202 serves as custodian to each of the Funds. The custodian holds cash, securities and other assets of each of the funds as required by the Investment Company Act of 1940, as amended. GENERAL INFORMATION Fundamental Policies The investment limitations set forth in the Statement of Additional Information as fundamental policies may not be changed without the affirmative vote of the majority of the outstanding shares of the applicable Fund. The investment objective of each Fund may be changed without the affirmative vote of a majority of the outstanding shares of the Fund. Any such change may result in the Fund having an investment objective different from the objective which the shareholders considered appropriate at the time of investment in the Fund. Portfolio Turnover No Fund intends to purchase or sell securities for short term trading purposes. However, if the objectives of a Fund would be better served, short-term profits or losses may be realized from time to time. It is anticipated that portfolio turnover will generally not exceed 100% for each Fund. Actual holding period will vary by type of security and market conditions. Shareholder Rights Any Trustee of the Trust may be removed by vote of the shareholders holding not less than two-thirds of the outstanding shares of the Funds subject to the Trust. The Trust does not hold an annual meeting of shareholders. When matters are submitted to shareholders for a vote, each shareholder is entitled to one vote for each whole share owned and fractional votes for fractional shares owned. All shares of a Fund have equal voting rights and liquidation rights. Each Fund acknowledges that it is solely responsible for the information or any lack of information about it in this joint Prospectus and in the joint Statement of Additional Information, and no other Fund is responsible therefor. There is a possibility that one Fund might be deemed liable for misstatements or omissions regarding another Fund in this Prospectus or in the joint Statement of Additional Information; however, the Funds deem this possibility slight. PERFORMANCE INFORMATION Each Fund may periodically advertise "average annual total return." The "average annual total return" of a Fund refers to the average annual compounded rate of return over the stated period that would equate an initial amount invested at the beginning of a stated period to the ending redeemable value of the investment. The calculation of "average annual total return" assumes the reinvestment of all dividends and distributions. Each Fund may also periodically advertise its total return over various periods in addition to the value of a $10,000 investment (made on the date of the initial public offering of the Fund's shares) as of the end of a specified period. The "total return" for each Fund refers to the percentage change in the value of an account between the beginning and end of the stated period, assuming no activity in the account other than reinvestment of dividends and capital gains distributions. Each Fund may also include in advertisements data comparing performance with other mutual funds as reported in non-related investment media, published editorial comments and performance rankings compiled by independent organizations and publications that monitor the performance of mutual funds (such as Lipper Analytical Services, Inc., Morningstar, Inc., Fortune or Barron's). Performance information may be quoted numerically or may be presented in a table, graph or other illustration. In addition, Fund performance may be compared to well-known indices of market performance including the Standard & Poor's (S&P) 500 Index, the Lehman Corporate Bond Index or the Dow Jones Industrial Average, as well as other indices, such as the Morgan Stanley REIT Index or the BBG REIT Large Cap Index. THE ADVERTISED PERFORMANCE DATA OF EACH FUND IS BASED ON HISTORICAL PERFORMANCE AND IS NOT INTENDED TO INDICATE FUTURE PERFORMANCE. RATES OF TOTAL RETURN QUOTED BY A FUND MAY BE HIGHER OR LOWER THAN PAST QUOTATIONS, AND THERE CAN BE NO ASSURANCE THAT ANY RATE OF TOTAL RETURN WILL BE MAINTAINED. THE PRINCIPAL VALUE OF AN INVESTMENT IN EACH FUND WILL FLUCTUATE SO THAT A SHAREHOLDER'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THE SHAREHOLDER'S ORIGINAL INVESTMENT. INVESTMENT POLICIES AND TECHNIQUES This section contains general information about various types of securities and investment techniques that each Fund may purchase. Equity Securities Equity securities consist of common stock, preferred stock and common stock equivalents such as convertible preferred stock and convertible debentures, rights and warrants. Convertible preferred stock is preferred stock that can be converted into common stock pursuant to its terms. Convertible debentures are debt instruments that can be converted into common stock pursuant to their terms. Each Fund will not invest more than 25% of its net assets in convertible preferred stock, convertible debentures, rights or warrants. Debt Securities Each Fund may buy debt securities of all types and qualities issued by both domestic and foreign issuers, including government securities, corporate bonds and debentures, commercial paper, and certificates of deposit. 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 Advisor considers corporate debt securities to be of investment grade quality if they are rated A or higher by Standard & Poor's Corporation, or Moody's Investors Services, Inc., or if unrated, determined by the Advisor to be of comparable quality. Investment grade debt securities generally have adequate to strong protection of principal and interest payments. In the lower end of this category, credit quality may be more susceptible to potential future changes in circumstances and the securities have speculative elements. Repurchase Agreements In a repurchase agreement, a Fund buys a security at one price and simultaneously agrees to sell it back later at a higher price. The repurchase date is usually within seven days of the original purchase. If the other party to a repurchase agreement becomes bankrupt or otherwise defaults on its obligation to repurchase the security, a Fund may experience delays in recovering its cash. To the extent that the value of the security purchased has decreased in the meantime, the Fund could experience a loss. Each Fund's repurchase agreements are fully collateralized. Securities Lending Each Fund may lend securities to broker-dealers and other institutions as a means of earning additional income. Under the lending policy authorized by the Board of Trustees and implemented by the Advisor in response to requests of broker- dealers or institutional investors which the Advisor deems qualified, the borrower must agree to maintain collateral, in the form of cash or U.S. government obligations, with a Fund at least equal to 100% of the current market value of the loaned securities. A Fund will continue to receive dividends or interest on the loaned securities and may terminate such loans at any time or reacquire such securities in time to vote on any matter when the Board of Trustees determines voting to be in a Fund's interest. If the borrower becomes bankrupt or otherwise defaults on its obligations, a Fund could experience delays in recovering its securities. To the extent that, in the meantime, the value of securities loaned had increased, a Fund could experience a loss if the borrower had not maintained sufficient collateral. Investment Advisor VAMCO, LLC 6575 West Loop South, Suite 110 Houston, Texas 77401 Administrator AmeriPrime Financial Services, Inc. 1793 Kingswood Drive, Suite 200 Southlake, Texas 76092 Custodian Star Bank, N.A. P.O. Box 1118 Cincinnati, Ohio 45202 Co-Distributors AmeriPrime Financial Services, Inc. 1793 Kingswood Drive, Suite 200 Southlake, Texas 76092 and Omni Financial Group, LLC 6575 West Loop South, Suite 110 Houston, Texas 77401 Transfer Agent (all purchase and redemption requests) American Data Services, Inc. Hauppauge Corporate Center 150 Motor Parkway, Suite 120 Hauppauge, New York 11760 Independent Auditors McCurdy & Associates CPA's, Inc. 27955 Clemens Road Westlake, Ohio 44145 No person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offering contained in this Prospectus, and if given or made, such information or representations must not be relied upon as being authorized by each Fund. This Prospectus does not constitute an offer by any of the Funds to sell its shares in any state to any person to whom it is unlawful to make such offer in such state. TABLE OF CONTENTS SUMMARY OF FUND EXPENSES................................................... 2 THE FUNDS............................... .................................. 3 The MAI Investment Strategy -- Enhanced Sub-indexing....................... 3 Investment Objective and Strategies........................................ 3 Enhanced Index Fund................................................... 3 Aggressive Growth Fund................................................ 3 Capital Appreciation Fund............................................. 4 Growth and Income Fund................................................ 4 High-Yield Income Fund................................................ 4 Global Equity Fund.................................................... 4 Index Option Program.................................................. 5 General .............................................................. 5 HOW TO PURCHASE FUND SHARES.................................. ............. 5 Initial Purchase........................................................... 6 Additional Purchases....................................................... 7 Additional Information..................................................... 7 SHAREHOLDER SERVICES....................................................... 7 Shareholder Inquiries and Services Offered................................. 7 Systematic Investment Plan................................................. 7 Systematic Withdrawal Plan................................................. 7 Exchange Privileges........................................................ 7 Tax Sheltered Retirement Plans............................................. 8 HOW TO REDEEM SHARES....................................................... 8 Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Additional Information..................................................... 9 Minimum Account Size....................................................... 9 SHARE PRICE................................................................ 9 DIVIDENDS AND DISTRIBUTIONS................................................ 9 TAXES..................................................................... 10 Tax Status of the Funds................................................... 10 Tax Status of Distributions............................................... 10 Tax Treatment of Transactions............................................. 10 OPERATION OF THE FUNDS.................................................... 10 The Funds................................................................. 10 The Advisor............................................................... 11 Fund Expenses............................................................. 11 The Administrator......................................................... 11 The Transfer Agent........................................................ 11 The Co-Distributors....................................................... 11 Custodian................................................................. 12 GENERAL INFORMATION....................................................... 12 Fundamental Policies...................................................... 12 Turnover.................................................................. 12 Shareholder Rights........................................................ 12 PERFORMANCE INFORMATION................................................... 12 GLOSSARY OF PERMITTED INVESTMENTS......................................... 13 Equity Securities......................................................... 13 Debt Securities........................................................... 13 Corporate Debt Securities................................................. 13 U.S. Government Obligations............................................... 13 Repurchase Agreements..................................................... 13 Securities Lending........................................................ 13 MAI FAMILY OF FUNDS STATEMENT OF ADDITIONAL INFORMATION ________________, 1997 This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectus of the MAI Family of Funds dated ___________, 1997. A copy of the Prospectus can be obtained by writing the Transfer Agent at Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, NY 11760, or by calling 1-800-____-____. TABLE OF CONTENTS Page DESCRIPTION OF THE TRUST......... ........................................-1- ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS........................................-1- INVESTMENT LIMITATIONS.....................................................-6- THE INVESTMENT ADVISOR.....................................................-8- TRUSTEES AND OFFICERS......................................................-9- PORTFOLIO TRANSACTIONS AND BROKERAGE......................................-10- DETERMINATION OF SHARE PRICE..............................................-11- INVESTMENT PERFORMANCE....................................................-11- CUSTODIAN.................................................................-12- TRANSFER AGENT............................................................-12- ACCOUNTANTS...............................................................-12- DISTRIBUTOR...............................................................-12- DESCRIPTION OF THE TRUST MAI Enhanced Index Funds, MAI Growth & Income Fund, MAI Aggressive Growth Fund, MAI High-Yield Fund, MAI Capital Appreciation Fund and MAI Global Equity Fund (each a "Fund" or collectively the "Funds") were organized as series of AmeriPrime Funds (the "Trust"). The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust Agreement permits the Trustees to issue an unlimited number of shares of beneficial interest of separate series without par value. Each Fund is one of a series of funds currently authorized by the Trustees, and are referred to, and may conduct business as, the "MAI Family of Funds." Each share of a series represents an equal proportionate interest in the assets and liabilities belonging to that series with each other share of that series and is entitled to such dividends and distributions out of income belonging to the series as are declared by the Trustees. The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have the authority from time to time to divide or combine the shares of any series into a greater or lesser number of shares of that series so long as the proportionate beneficial interest in the assets belonging to that series and the rights of shares of any other series are in no way affected. In case of any liquidation of a series, the holders of shares of the series being liquidated will be entitled to receive as a class a distribution out of the assets, net of the liabilities, belonging to that series. Expenses attributable to any series are borne by that series. Any general expenses of the Trust not readily identifiable as belonging to a particular series are allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable. No shareholder is liable to further calls or to assessment by the Trust without his or her express consent. For information concerning the purchase and redemption of shares of the Funds, see "How to Purchase Fund Shares," "Shareholder Services" 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 "Share Price" in the Funds' Prospectus. ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS This section contains a more detailed discussion of some of the investments each Fund may make and some of the techniques it may use, as described in the Prospectus (see "Investment Objectives and Strategies", "Risk Considerations" and "Investment Policies and Techniques"). A. Inverse Floating Rate Obligations. Each Fund may invest in debt securities with interest payments or maturity values that are not fixed, but float inversely to an underlying index or price. These securities may be backed by U.S. Government or corporate issuers, or by collateral such as mortgages. In certain cases, a change in the underlying index or price may have a leveraging effect on the periodic coupon payments, creating larger possible swings in the prices of such securities than would be expected when taking into account their maturities alone. The indices and prices upon which such securities can be based include interest rates, currency rates and commodities prices. However, the Fund will not invest in any instrument whose value is computed based on a multiple of the change in price or value of an asset or an index of or relating to assets in which the Fund cannot invest. Floating rate securities pay interest according to a coupon which is reset periodically. The reset mechanism may be formula based, or reflect the passing through of floating interest payments on an underlying collateral pool. The coupon is usually reset daily, weekly, monthly, quarterly or semi-annually, but other schedules are possible. Floating rate obligations generally exhibit a low price volatility for a given stated maturity or average life because their coupons adjust with changes in interest rates. If their underlying index is not an interest rate, or the reset mechanism lags the movement of rates in the current market, greater price volatility may be experienced. Inverse floating rate securities are similar to floating rate securities except that their coupon payments vary inversely with an underlying index by use of a formula. Inverse floating rate securities tend to exhibit greater price volatility than other floating rate securities. Because the changes in the coupon are usually negatively correlated with changes in overall interest rates, interest rate risk and price volatility on inverse floating rate obligations can be high, especially if leverage is used in the formula. Index securities pay a fixed rate of interest, but have a maturity value that varies by formula, so that when the obligation matures, a gain or loss is realized. The risk of index obligations depends on the volatility of the underlying index, the coupon payment and the maturity of the obligation. B. Options on Securities Indices. Each Fund may purchase and write (sell) call and put options on securities indices. Such options give the holder the right to receive a cash settlement during the term of the option based upon the difference between the exercise price and the value of the index. A Fund may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise price and expiration date as the option previously written. This transaction is called a "closing purchase transaction." The Fund will realize a profit or loss for a closing purchase transaction if the amount paid to purchase an option is less or more, as the case may be, than the amount received from the sale thereof. To close out a position as a purchaser of an option, the Fund may make a `closing sale transaction' which involves liquidating the Fund's position by selling the option previously purchased. When a Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section of the Fund's Statement of Assets and Liabilities as a deferred credit. The amount of the deferred credit will be subsequently marked to market to reflect the current market value of the option written. The current market value of a traded option is the last sale price or, in the absence of a sale, the mean between the closing bid and asked price. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, the Fund will realize a gain (or loss if the cost of a closing purchase transaction exceeds the premium received when the option was sold), and the deferred credit related to such option will be eliminated. If a call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security and the proceeds of the sale will be increased by the premium originally received. The writing of covered call options may be deemed to involve the pledge of the securities against which the option is being written. Securities against which call options are written will be segregated on the books of the Custodian for the Fund. Options on securities indices entail risks in addition to the risks of options on securities. The absence of a liquid secondary market to close out options positions on securities indices is more likely to occur, although the Fund generally will only purchase or write such an option if the Advisor believes the option can be closed out. Use of options on securities indices also entails the risk that trading in such options may be interrupted if trading in certain securities included in the index is interrupted. The Fund will not purchase such options unless the Advisor believes the market is sufficiently developed such that the risk of trading in such options is no greater than the risk of trading in options on securities. Price movements in a Fund's holdings may not correlate precisely with movements in the level of an index and, therefore, the use of options on indices cannot serve as a complete hedge. Because options on securities indices require settlement in cash, the Advisor may be forced to liquidate Fund securities to meet settlement obligations. C. Securities Lending. Each Fund may lend 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 Advisor. Furthermore, they will only be made if, in the judgment of the Advisor, the consideration to be earned from such loans would justify the risk. The Advisor 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). 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 the Fund. As used in the Prospectus and this Statement of Additional Information, the term "majority" of the outstanding shares of the Fund means the lesser of (1) 67% or more of the outstanding shares of the Fund present at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding shares of the Fund. Other investment practices which may be changed by the Board of Trustees without the approval of shareholders to the extent permitted by applicable law, regulation or regulatory policy are considered non-fundamental ("Non-Fundamental"). 1. Borrowing Money. The 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 Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund's total assets at the time when the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions. 2. Senior Securities. The 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 (a) consistent with or permitted by the Investment Company Act of 1940, as amended, the rules and regulations promulgated thereunder or interpretations of the Securities and Exchange Commission or its staff and (b) as described in the Prospectus and this Statement of Additional Information. 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 Fund securities (including restricted securities), a 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 a Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts). 5. Commodities. The Funds will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This limitation does not preclude a Fund from purchasing or selling options or futures contracts, from investing in securities or other instruments backed by commodities or from investing in companies which are engaged in a commodities business or have a significant portion of their assets in commodities. 6. Loans. The Funds will not make loans to other persons, except (a) by loaning Fund 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. Each Fund will not invest 25% or more of its total assets in a particular industry. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities or repurchase agreements with respect thereto. With respect to the percentages adopted by the Trust as maximum limitations on its investment policies and limitations, an excess above the fixed percentage will not be a violation of the policy or limitation unless the excess results immediately and directly from the acquisition of any security or the action taken. This paragraph does not apply to the borrowing policy set forth in paragraph 1 above. Notwithstanding any of the foregoing limitations, any investment company, whether organized as a trust, association or corporation, or a personal holding company, may be merged or consolidated with or acquired by the Trust, provided that if such merger, consolidation or acquisition results in an investment in the securities of any issuer prohibited by said paragraphs, the Trust shall, within ninety days after the consummation of such merger, consolidation or acquisition, dispose of all of the securities of such issuer so acquired or such portion thereof as shall bring the total investment therein within the limitations imposed by said paragraphs above as of the date of consummation. Non-Fundamental. The following limitations have been adopted by the Trust with respect to 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 a Fund except as may be necessary in connection with borrowings described in limitation (1) above. Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation. 2. Borrowing. Each Fund will not purchase any security while borrowings (including reverse repurchase agreements) representing more than 5% of its total assets are outstanding. 3. Margin Purchases. The Funds will not purchase securities or evidences of interest thereon on "margin." This limitation is not applicable to short term credit obtained by a Fund for the clearance of purchases and sales or redemption of securities, or to arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques. 4. Options. The Funds will not purchase or sell puts, calls, options or straddles except as described in the Prospectus and this Statement of Additional Information. 5. Illiquid Securities. Neither Fund will invest more than 15% of its net assets in illiquid securities. THE INVESTMENT ADVISOR The Funds' investment advisor is Vuong Asset Management Company, LLC, 6575 West Loop South, Suite 110, Houston, Texas 77401 (the "Advisor"). The Advisor is jointly owned by Qui T. Vuong, Quyen Vuong and Diep Vuong. Under the terms of the management agreement (the "Agreement"), the Advisor manages each Fund's investments subject to approval of the Board of Trustees and pays all of the expenses of each Fund except brokerage, taxes, interest, fees and expenses of the non-interested person trustees and extraordinary expenses. As compensation for its management services and agreement to pay the Funds' expenses, the Funds are obligated to pay the Advisor a fee computed and accrued daily and paid monthly at an annual rate of 1.20% of the average daily net assets of the MAI Enhanced Index Fund, MAI Capital Appreciation Fund and MAI Aggressive Grown Fund, 1.00% of the average daily net assets of the MAI Growth & Income Fund, 0.60% of the average daily net assets of the MAI High-Yield Income Fund and 1.40% of the average daily net assets of the Global Equity Fund. The Advisor may waive all or part of its fee, at any time, and at its sole discretion, but such action shall not obligate the Advisor to waive any fees in the future. The Advisor retains the right to use the name "MAI" in connection with another investment company or business enterprise with which the Advisor is or may become associated. The Trust's right to use the name "MAI" automatically ceases ninety days after termination of the Agreement and may be withdrawn by the Advisor on ninety days written notice. The Advisor may make payments to banks or other financial institutions that provide shareholder services and administer shareholder accounts. The Glass-Steagall Act prohibits banks from engaging in the business of underwriting, selling or distributing securities. Although the scope of this prohibition under the Glass-Steagall Act has not been clearly defined by the courts or appropriate regulatory agencies, management of the Funds believes that the Glass-Steagall Act should not preclude a bank from providing such services. However, state securities laws on this issue may differ from the interpretations of federal law expressed herein and banks and financial institutions may be required to register as dealers pursuant to state law. If a bank were prohibited from continuing to perform all or a part of such services, management of the Funds believes that there would be no material impact on a 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 a Fund, no preference will be shown for such securities. TRUSTEES AND OFFICERS
The names of the Trustees and executive officers of the Trust are shown below. Each Trustee who is an "interested person" of the Trust, a defined in the Investment Company Act of 1940, is indicated by an asterisk. ================================================================================================================================== Name, Age and Address Position Principal Occupations During Past 5 Years - ---------------------------------------------------------------------------------------------------------------------------------- * Kenneth D. Trumpfheller President and Trustee President, Treasurer and Secretary of Age: 38 AmeriPrime Financial Services, Inc., 1793 Kingswood Drive the Funds' administrator, and Suite 200 AmeriPrime Financial Securities, Inc., Southlake, Texas 76092 the Funds' distributor. Prior to December 1994,a senior client executive with SEI Financial Services - ---------------------------------------------------------------------------------------------------------------------------------- Julie A. Feleo Secretary, Treasurer Secretary, Treasurer and Chief Age: 30 Financial Officer of AmeriPrime 1793 Kingswood Drive Financial Services, Inc. and Suite 200 AmeriPrime Financial Securities, Inc.; Southlake, Texas 76092 Fund Reporting Analyst at Fidelity Investments from 1993 to 1997; Fund Accounting Analyst at Fidelity Investments in 1993. Prior to 1993, Accounting Manager at Windows Presentation Manager Association. - ---------------------------------------------------------------------------------------------------------------------------------- Steve L. Cobb Trustee President of Clare Energy, Inc., oil and Age: 39 gas exploration company; International 2001 Indianwood Ave. Marketing Manager of Carbo Ceramics Broken Arrow, OK 74012 Inc., oil field manufacturing/supply company; President, Chandler Engineering Company, L.L.C. - ---------------------------------------------------------------------------------------------------------------------------------- Gary E. Hippenstiel Trustee President and Director of Heritage Age: 49 Trust Company; Director, Vice 600 Jefferson Street President and Chief Investment Officer Houston, Texas 70002 of Legacy Trust Company from 1994- 1995; Vice President and Manager of Investments of Kanaly Trust Company from 1988 to 1992. =============================================================================== Trustee fees are Trust expenses and each series of the Trust pays a portion of the Trustee fees. The compensation paid to the Trustees of the Trust for the fiscal year ended October 31, 1996 is set forth in the following table:
=============================================================================== Total Compensation from Trust (the Trust is Name not in a Fund Complex) - ------------------------------------------------------------------------------- Kenneth D. Trumpfheller 0 - ------------------------------------------------------------------------------- Steve L. Cobb $4,000 - ------------------------------------------------------------------------------- Gary E. Hippenstiel $4,000 ===============================================================================
PORTFOLIO TRANSACTIONS AND BROKERAGE Subject to policies established by the Board of Trustees of the Trust, the Advisor is responsible for each Fund's portfolio decisions and the placing of each Fund's portfolio transactions. In placing portfolio transactions, the Advisor 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 Advisor generally seeks favorable prices and commission rates that are reasonable in relation to the benefits received. The Advisor is specifically authorized to select brokers or dealers who also provide brokerage and research services to the Funds and/or the other accounts over which the Advisor exercises investment discretion and to pay such brokers or dealers a commission in excess of the commission another broker or dealer would charge if the Advisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided. The determination may be viewed in terms of a particular transaction or the Advisor's overall responsibilities with respect to the Trust and to other accounts over which it exercises investment discretion. Research services include supplemental research, securities and economic analyses, statistical services and information with respect to the availability of securities or purchasers or sellers of securities and analyses of reports concerning performance of accounts. The research services and other information furnished by brokers through whom a Fund effects securities transactions may also be used by the Advisor in servicing all of its accounts. Similarly, research and information provided by brokers or dealers serving other clients may be useful to the Advisor in connection with its services to the Funds. Although research services and other information are useful to the Funds and the Advisor, it is not possible to place a dollar value on the research and other information received. It is the opinion of the Board of Trustees and the Advisor that the review and study of the research and other information will not reduce the overall cost to the Advisor of performing its duties to the 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 size of the individual orders and transactions 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, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. For a description of the methods used to determine the net asset value (share price), see "Share Price Calculation" in the Prospectus. INVESTMENT PERFORMANCE "Average annual total return," as defined by the Securities and Exchange Commission, is computed by finding the average annual compounded rates of return for the period indicated that would equate the initial amount invested to the ending redeemable value, according to the following formula: P(1+T)n=ERV Where: P = a hypothetical $1,000 initial investment T = average annual total return n = number of years ERV = ending redeemable value at the end of the applicable period of the hypothetical $1,000 investment made at the beginning of the applicable period. The computation assumes that all dividends and distributions are reinvested at the net asset value on the reinvestment dates and that a complete redemption occurs at the end of the applicable period. Each Fund's investment performance will vary depending upon market conditions, the composition of each Fund's Fund and operating expenses of each Fund. These factors and possible differences in the methods and time periods used in calculating non-standardized investment performance should be considered when comparing a 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 each Fund may be compared to indices of broad groups of unmanaged securities considered to be representative of or similar to the Fund holdings of the Fund or considered to be representative of the market in general. In addition, the performance of each Fund may be compared to other groups of mutual funds tracked by any widely used independent research firm which ranks mutual funds by overall performance, investment objectives and assets, such as Lipper Analytical Services, Inc. or Morningstar, Inc. The objectives, policies, limitations and expenses of other mutual funds in a group may not be the same as those of the Fund. Performance rankings and ratings reported periodically in national financial publications such as Barron's and Fortune also may be used. CUSTODIAN Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian of each Funds investments. The Custodian acts as each Fund's depository, safekeeps its Fund securities, collects all income and other payments with respect thereto, disburses funds at a Fund's request and maintains records in connection with its duties. TRANSFER AGENT American Data Services, Inc., Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, NY 11760, acts as each 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 each Fund's shares, acts as dividend and distribution disbursing agent and performs other accounting and shareholder service functions. In addition, American Data Services, Inc. provides each Fund with certain monthly reports, record-keeping and other management-related services. ACCOUNTANTS The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio 44145, has been selected as independent public accountants for the Trust for the fiscal year ending October 31, 1997. 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, and Omni Financial Group, LLC, 6575 West Loop South, Suite 110, Bellaire, Texas 77401 are the agents for distribution of shares of each Fund. The co-distributors are obligated to sell the shares of each Fund on a best efforts basis only against purchase orders for the shares. Shares of each Fund are offered to the public on a continuous basis. AmeriPrime Funds PART C. OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Included in Part A: None Included in Part B: None (b) Exhibits (1) (i) Copy of Registrant's 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 Pre-Effective Amendment No. 1, is hereby incorporated by reference. (iii) Copy of Amendment No. 2 to Registrant's Declaration of Trust, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 1, is hereby incorporated by reference. (iv) Copy of Amendment No. 3 to Registrant's Declaration of Trust,which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 4, is hereby incorporated by reference. (v) Copy of Amendment No. 4 to Registrant's Declaration of Trust, which was filed as an Exhibit to Registrant's Post-Effective {^r} (vi) Copy of Amendment No. 5 and Amendment No. 6 to Registrant's Declaration of Trust is filed herewith.Amendment No. 4, is hereby incorporated by reference.{/r} (2) Copy of Registrant's By-Laws, which was filed as an Exhibit to Registrant's Registration Statement, is hereby incorporated by reference. (3) Voting Trust Agreements - None. (4) Specimen of Share Certificates - None. (5) (i) Copy of Registrant's Management Agreement with Carl Domino Associates, L.P., Adviser to Carl Domino Equity Income ] Fund, which was filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by reference. {^r} -1-{^/r} (ii) Copy of Registrant's Management Agreement with Jenswold, King & Associates, Adviser to Fountainhead Special Value Fund,{^} is filed herewith. (iii) Copy of Registrant's Management Agreement with Advanced Investment Technology, Inc., Adviser to AIT Vision U.S.Equity Portfolio, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 6, is hereby incorporated by reference. (iv) Copy of Registrant's Management Agreement with GLOBALT Inc., Adviser to GLOBALT Growth Fund, which was filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by reference. (v) Copy of Registrant's Management Agreement with Newport Investment Advisors, Inc., Adviser to the MAXIM Contrarian Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 2, is hereby incorporated by reference. (vi) Copy of Registrant's Management Agreement with IMS Capital Management, Inc., Adviser to the IMS Capital Value Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 2, is hereby incorporated by reference. (vii) Copy of Registrant's{^} Management Agreement with Commonwealth Advisors, Inc., Adviser to {^}Florida Street Bond Fund and {^} Florida Street Growth Fund, is filed herewith. (viii) Copy of Registrant's {^}Management Agreement with Corbin & Company, Adviser to Corbin Small-Cap Fund, is filed herewith. {^r}(ix) Copy of Registrant's proposed Management Agreement with Vuong Asset Management Company, LLC, Adviser to MAI Enhanced Index Fund, MAI Growth & Income Fund, MAI Aggressive Growth Fund, MAI High-Yield Income Fund, MAI Capital Appreciation Fund and MAI Global Equity Fund (the "MAI Family of Funds"), is filed herewith. {/r} {^r} (6) Copy of Registrant's Amended and Restated Underwriting Agreement with AmeriPrime Financial Securities, Inc., is filed herewith.{/r) (7) Bonus, Profit Sharing, Pension or Similar Contracts for the benefit of Directors or Officers - None. {^r} -2-{^/r} (8) {r} (i) {/r}Copy of Registrant's Agreement with the Custodian, Star Bank, N.A., which was filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by reference. {r} (ii)Copy of Registrant's Appendix B to the Agreement with the Custodian, Star Bank, N.A., is filed herewith.{/r} (9) Copy of Registrant's Agreement with the Administrator, AmeriPrime Financial Services, Inc., which was filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by reference. (10) Opinion and Consent of Brown, Cummins & Brown Co., L.P.A. is filed herewith. (11) Consent of independent public accountants - None. (12) Financial Statements Omitted from Item 23 - None. (13) Copy of Letter of Initial Stockholders, which was filed as an Exhibit to Registrant's Pre-Effective Amendment No. 1, is hereby incorporated by reference. (14) Model Plan used in Establishment of any Retirement Plan - None. (15) (i) Copy of Registrant's Rule 12b-1 Distribution Plan for The MAXIM Contrarian Fund, which was filed as an Exhibit to the Registrant's Post-Effective Amendment No. 1, is hereby incorporated by reference. (ii) Copy of Registrant's Rule 12b-1 Service Agreement for The MAXIM Contrarian Fund, which was filed as an Exhibit to Registrant's Post-Effective Amendment No. 1, is hereby incorporated by reference. (16) Schedule for Computation of Each Performance Quotation - None. (17) Financial Data Schedule - None. (18) Rule 18f-3 Plan - None. (19) (i) Power of Attorney for Registrant and Certificate with respect, thereto, which were filed as an Exhibit to Registrant's Post-Effective Amendment No. 5, are hereby incorporated by reference. {^r} -3-{^/r} (ii) Powers of Attorney for Trustees and Officers which were filed as an Exhibit to Registrant's Post- Effective Amendment No. 5, are hereby incorporated by reference. {^r)(iii) Power of Attorney for the Treasurer of the Trust is filed herewith.{^/r) Item 25. Persons Controlled by or Under Common Control with the Registrant (As of March 1, 1997 The Carl Domino Associates, L.P., Profit Sharing Trust may be deemed to control the Carl Domino Equity Income Fund, Roger E. King, {^r} Robert E. Walsh and the Jenswold, King & Associates, Inc.{^/r) Profit Sharing Plan may be deemed to control the Fountainhead Special Value Fund, and Cheryl and Kenneth Holeski may be deemed to control The MAXIM Contrarian Fund, as a result of their respective beneficial ownership of those Funds. Item 26. Number of Holders of Securities {^r)(as of May 30, 1997){^/r} - -------- ---------------------------------------------------- Title of Class Number of Record Holders {^r)Carl Domino Equity Income Fund 54 Fountainhead Special Value Fund 34{^/r} AIT Vision U.S. Equity Portfolio {^r} 28 GLOBALT Growth Fund {^r} 53 The MAXIM Contrarian Fund {^r}42 IMS Capital Value Fund {^r} 249 {^r}Florida Street Income Fund 0 {^r}Florida Street Equity Fund 0 Corbin Small-Cap Value Fund 0 {^r}MAI Enhanced Index Fund 0 MAI Growth and Income Fund 0 MAI Aggressive Growth Fund 0 MAI High-Yield Income Fund 0 MAI Capital Appreciation Fund 0 MAI Global Equity Fund 0{^/r} Item 27. Indemnification (a) Article VI of the Registrant's Declaration of Trust provides for indemnification of officers and Trustees as follows: Section 6.4 Indemnification of Trustees, Officers, etc. Subject to and except as otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act, the Trust shall {^r} -4-{^/r} 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. {^r} -5-{^/r} The Registrant may not pay for insurance which protects the Trustees and officers against liabilities rising from action involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices. (b) The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its Advisers, among others.Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the provisions of Ohio law and the Agreement and Declaration of the Registrant or the By-Laws of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 28. Business and Other Connections of Investment Adviser A. Carl Domino Associates, L.P., 580 Village Boulevard, Suite 225, West Palm Beach, Florida 33409, ("CDA"), adviser to the Carl Domino Equity Income Fund, is a registered investment adviser. (1) CDA has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the partners and officers of CDA during the past two years. {^r}-6-{^/r} (a) Penn Independent Corp., a partner in CDA, is an insurance holding company that operates a premium finance company, a surplus lines insurance company and a wholesale insurance agency. (b) James E. Heerin, Jr., an officer of CDA, is vice president and general counsel of Penn Independent Corp. and an officer and director of Shrimp Culture II, Inc., both at 420 South York Road, Hatboro, PA 19040. Shrimp Culture II, Inc. raises and sells shrimp. (c) Lawrence Katz, a partner in CDA, is an orthopedic surgeon in private practice. (d) Saltzman Partners, a partner in CDA, is a limited partnership that invests in companies and businesses. (e) Cango Inversiones, SA, a partner in CDA, is a foreign business entity that invests in U.S. companies and businesses. B. Jenswold, King & Associates, Inc., 1980 Post Oak Boulevard, Suite 2400, Houston, Texas 77056-3898 ("JKA"), adviser to the Fountainhead Special Value Fund, is a registered investment adviser. (1) JKA has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the directors and officers of JKA during the past two years. (a) John Servis, a director of JKA, is a licensed real estate broker. C. Advanced Investment Technology, Inc., 311 Park Place Boulevard, Suite 250, Clearwater, Florida 34619 ("AIT"), adviser to AIT Vision U.S. Equity Portfolio, is a registered investment adviser. (1) AIT has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the directors and officers of AIT during the past two fiscal years. (a) Dean S. Barr, director and the CEO of AIT,was the managing director of {^r} -7-{^/r} LBS Capital Management, Inc., 311 Park Place Blvd., Clearwater, Florida from 1989-1996. (b) Mani Ganesh, a director and the vice president of AIT, was the vice president of LBS Capital Management, Inc. from 1989-1996. (c) Scott P. Mason, a director of AIT is also a professor at Harvard University. (d) Raymond L. Killian, a director of AIT and the chief executive officer of Investment Technology Group, Inc., 900 3rd Avenue, New York, New York. (e) David C. Cushing, a director of AIT ands registered representative of Investment Technology Group, Inc. (f) Lisa A. Sloan, chief operating officer of AIT was director of operations of LBS Capital Management, Inc., 311 Park Place Blvd., Suite 330, Clearwater, Florida. From 1995-1996 she was a technical controller with Salomon Brothers, Inc., 8800 Hidden River Parkway, Tampa, Florida. D. GLOBALT, Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225, Atlanta, Georgia 30305 ("GLOBALT"), adviser to GLOBALT Growth Fund, is a registered investment adviser. (1) GLOBALT has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the officers and directors of GLOBALT during the past two years. (a) Gregory S. Paulette, an officer of GLOBALT,is the president of GLOBALT Capital Management, a division of GLOBALT. E. Newport Investment Advisors, Inc., 20600 Chagrin Boulevard, Suite 1020, Shaker Heights, Ohio 44122 ("Newport"), adviser to The MAXIM Contrarian Fund, is a registered investment adviser. (1) Newport has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the officers and directors of Newport during the past two years. {^r} -8-{^/r} (a) Kenneth Holeski, president of Newport is the vice president of Newport Evaluation Services, Inc., a fiduciary consultingbusiness at 20600 Chagrin Boulevard, Shaker Heights, Ohio 44122, and a registered representative of WRP Investments, Inc., 4407 Belmont Avenue, Youngstown, Ohio 44505, a registered broker/dealer. (b) Donn M. Goodman, vice president of Newport, is the president of Newport Evaluation Services, Inc. F. IMS Capital Management, Inc., 10159 S.E. Sunnyside Road, Suite 330, Portland, Oregon 97015, ("IMS"), Adviser to the IMS Capital Value Fund, is a registered investment adviser. (1) IMS has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the directors and officers of IMS during the past two years - None. G. CommonWealth Advisors, Inc., 929 Government Street, Baton Rouge, Louisiana 70802, ("CommonWealth"), Adviser to the{^r} Florida Street {^/r}Bond Fund and the {^r}Floria Street {^/r}Growth Fund, is a registered investment advisor. (1) CommonWealth has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the directors and officers of CommonWealth during the past two years. (a) Walter A. Morales, President/Chief Investment Officer of CommonWealth was the Director of an insurance/ broadcasting corporation, Guaranty Corporation, 929 Government Street, Baton Rouge, Louisiana 70802 from August 1994 to February 1996. From September 1994 through the present, a registered representative of a Broker/Dealer company, Securities Service Network, 2225 Peters Road, Knoxville, Knoxville, Tennessee 37923. Beginning August 1995 through the present, an instructor at the University of Southwestern Louisiana in Lafayette, Louisiana. H. Corbin & Company, 320 S. University Drive, Suite 406, Fort Worth, Texas 76107, ("Corbin"), Adviser to the {^r} -9-{^/r} Corbin Small-Cap Value Fund, is a registered investment adviser. (1) Corbin has engaged in no other business during the past two fiscal years. (2) The following list sets forth other substantial business activities of the directors and officers of Corbin during the past two years. (a) Barbara E. Shields, Vice President for Legal Affairs of Corbin, was the Vice President and a trust officer for Central Bank & Trust, P.O. Box 2138, Fort Worth, Texas from June 1994 to December 1995. (b) Jeffrey D. Ressetar, the Chief Financial Officer of Corbin, was a securities analyst/operations manager for a private foundation, the William C. Conner Educational Fund, at Texas Christian University in Fort Worth, Texas from June 1995 to December 1995. {^r} I. Vuong Asset Management Company, LLC, 6575 West Loop South, Suite 110, Houston, Texas 77401, ("VAMCO"), Adviser to the MAI Family of Funds, is a registereed investment adviser. (1) VAMCO has engaged in no other business during the past two fiscal years. (2) The following list sets forth substantial business activities of the directors and officers of VAMCO during the past two years. (a) Qui Tu Vuong, the Chief Investment Officer and head of Equity Asset Manage- ment of VAMCO, is the Chief Executive Officer of Vuong & Co., LLC, a holding company at 6575 West Loop South #110, Bellaire, Texas 77401; and Sales Manager /Equities Regulation Representative of Omni Financial Group, LLC, a Securities brokerage company at 6575 West Loop South #110, Bellaire, Texas 77401; and President of Oishiicorp, Inc., an investment advising corporation at 6575 West Loop South #110, Bellaire, Texas 77401; and Managing General Partner of Sigma Delta Capital Appreciation Funds, LP, an investment company at 6575 West Loop South #110, Bellaire, Texas 77401; and President of Premier Capital Management and Consulting Group, Inc., a financial consulting corporation at 6575 West Loop South #170 Bellaire, Texas 77401; and from August 1992 through February, 1996, he was a registered representative of Securities America, Inc., a securities brokerage {^/r} {^r} -10-{^/r} corporation at 6575 West Loop South #170 Bellaire, Texas 77401. (b) Quyen Ngoc Vuong, President, Chairman and Chief Financial Officer of VAMCO, is the Manager of Vuong & Company, LLC, and Manager of Omni Financial Group,LLC. (c) Canh Viet Le, Manager of VAMCO, is the Manager of Vuong and Company, LLC, and was Co-Founder and Chief Financial Officer of Tribe Computer Works, a manufacturing network in Alameda, California from April 1990 through January, 1996. Item 29. Principal Underwriters A. AmeriPrime Financial Securities, Inc., is the Registrant's principal underwriter. Kenneth D. Trumpfheller, 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092, is the President, Secretary and Treasurer of the underwriter and the President and a Trustee of the Registrant. {^r} B. Omni Financial Group, LLC ("OMNI") acts as co-distributor, along with AmeriPrime Financial Securities, Inc., of the MAI Family of Funds. Qui T. Vuong, Quyen N. Vuong and Diep N. Vuong, each whose principal business address is 6575 West Loop South, Suite 125, Bellaire, Texas 77401, are the managers of OMNI, hold no offices or position with the Registrant.{^/r} Item 30. Location of Accounts and Records Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be maintained by the Registrant at 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 and/or by the Registrant's Custodian, Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, and/or transfer and shareholder service agent, American Data Services, Inc., Hauppauge Corporate Center, 150 Motor Parkway, Hauppauge, New York 11760. Item 31. Management Services Not Discussed in Parts A or B None. Item 32. Undertakings (a) Not Applicable. (b) The Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge. (c) The Registrant hereby undertakes to file a Post- Effective Amendment, using financial statements which need not be certified, within four to six months from the effective date of the Fountainhead Special Value Fund registration. (d) The Registrant hereby undertakes to file a Post- Effective Amendment, using financial statements which need not be certified, within four to six months from the effective date of the {^r}Florida Street {^/r} Growth Fund, the {^r}Florida Street {^/r} Bond Fund, and the Corbin Small-Cap Value Fund registration. {^r} -11-{^/r} {^r} (e) The Registrant hereby undertakes to file a Post- Effective Amendment, using financial statements which need not be certified, within four to six months from the effective date of the MAI Family of Funds registration. {^/r} -12- 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 20th day of June 1997. AmeriPrime Funds By: Donald S. Mendelsohn, Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Kenneth D. Trumpfheller, President and Trustee By:_________________________ Donald S. Mendelsohn, Julie A. Feleo, Treasurer Attorney-in-Fact Steve L. Cobb, Trustee June 20, 1997 Gary E. Hippenstiel, Trustee EXHIBIT INDEX EXHIBIT 1. Amendment No. 5 to Registrant's Declaration of Trust ....................................................EX-99.B1.1 2. Amendment No. 6 to Registrant's Declaration of Trust.....................................................EX-99.B1.2 3. Management Agreement with Jenswold, King & Associates............................................EX-99.B5.1 4. Management Agreement with Commonwealth Advisors, Inc................................................EX-99.B5.2 5. Management Agreement with Corbin & Company...................EX-99.B5.3 6. Proposed Management Agreement with Vuong Asset Management Company, LLC................................EX-99.B5.4 7. Amended and Restated Underwriting Agreement with AmeriPrime Financial Securities, Inc......................EX-99.B6 8. Appendix B to the Custody Agreement with Star Bank, N.A.................................................EX-99.B8 9. Opinion of Brown, Cummins & Brown Co., L.P.A..................EX-99.B10 10. Power of Attorney.............................................EX-99.POA EX-99.B1 2 AMEND NO.5 TO REGISTRANTS DECLARATION OF TRUST AmeriPrime Funds Amendment No. 5 Agreement and Declaration of Trust 1. Pursuant to Sections 4.1 and 7.3 of the Agreement and Declaration of Trust of AmeriPrime Funds and effective upon the execution of this document, the undersigned, being a majority of the trustees of AmeriPrime Funds, hereby change the name of the "Fountainhead Value Fund" series to the "Fountainhead Special Value Fund." 2. With the aforementioned name change, the AmeriPrime Funds consists of six (6) series of shares designated as follows: Carl Domino Equity Income Fund, AIT Vision U.S. Equity Portfolio, GLOBALT Growth Fund, Fountainhead Special Value Fund, The MAXIM Contrarian Fund and the IMS Capital Value Fund (the "Series"). 3. The relative rights and preferences of each Series shall be those rights and preferences set forth in Section 4.2 of the Agreement and Declaration of Trust of AmeriPrime Funds. 4. This document shall have the status of an Amendment to said Agreement and Declaration of Trust, and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. /s/ Steve L. Cobb /s/ Gary E. Hippenstiel /s/ Kenneth D. Trumpfheller December 19, 1996 EX-99.B1 3 AMEND NO. 6 TO REGISTRANTS DECLARATION OF TRUST AmeriPrime Funds Amendment No. 6 Agreement and Declaration of Trust 1. Pursuant to Section 4.1 of the Agreement and Declaration of Trust of AmeriPrime Funds and effective upon the execution of this document, the undersigned, being a majority of the trustees of AmeriPrime Funds, hereby establish three new series of shares of the Trust and designate such series the "Corbin Small-Cap Value Fund," "Florida Street Bond Fund" and "Florida Street Growth Fund" (the "Series"). The relative rights and preferences of each series shall be those rights and preferences set forth in Section 4.2 of the Agreement and Declaration of Trust of AmeriPrime Funds. 2. This document shall have the status of an Amendment to said Agreement and Declaration of Trust, and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Steve L. Cobb /s/ Gary E. Hippenstiel /s/ Kenneth D. Trumpfheller June 4, 1997 EX-99.B5 4 MGT. AGREEMENT WITH JENSWOLD, KING AND ASSOC. MANAGEMENT AGREEMENT TO: Jenswold, King & Associates, Inc. Two Post Oak Central 1980 Post Oak Blvd., Suite 2400 Houston, Texas 77056-3898 Dear Sirs: AmeriPrime Funds (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 the Fountainhead Special Value 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, and effective as of December 19, 1996, the Trust agrees with you as follows. 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 the compensation and expenses of any persons rendering any services to the Fund who are officers, directors, stockholders or employees of your corporation and will make available, without expense to the Fund, the services of such of your employees as may duly be elected officers or trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The compensation and expenses of any officers, trustees and employees of the Trust who are not officers, directors, employees or stockholders of your corporation will be paid by the Fund. You will pay all advertising and promotion expenses incurred in connection with the sale or distribution of the Fund's shares to the extent such expenses are not permitted to be paid by the Fund under any distribution expense plan or any other permissible arrangement which may be adopted in the future. 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. The Fund will pay all operating expenses of the Fund, including brokerage fees and commissions; taxes or governmental fees; interest; fees and expenses of the non-interested person trustees; 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; non-organizational expenses of registering shares under federal and state securities laws; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service 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 shareholders; expenses of shareholders' meetings and proxy solicitations; 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, or any other expense not specifically described above incurred in the performance of the Fund's obligations. 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 0.68% 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 (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) 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 Investment Company Act of 1940, as amended, 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 Investment Company Act of 1940 or the rules thereunder, neither you nor your shareholders, 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, 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, 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 by you, 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 (as defined in the Investment Company Act of 1940) 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," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. 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 "Fountainhead" belongs 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 "Fountainhead" 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 "Fountainhead" 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 these names. 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 current interpretations of the Act by the Securities and Exchange Commission) by vote of the holders of a majority of the outstanding voting securities of the series to which the amendment relates. 9. LIMITATION OF LIABILITY TO TRUST PROPERTY The term "AmeriPrime Funds" 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) 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 Investment Company Act of 1940, as amended (the "Act") shall be resolved by reference to such term or provision of the 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 rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement is revised by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 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, Texas 76092, and your address for this purpose shall be Two Post Oak Central, 1980 Post Oak Blvd., Suite 2400, Houston, Texas 77056-3898. 13. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. BINDING EFFECT Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms. 15. CAPTIONS The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract upon the date thereof. Yours very truly, ATTEST: AmeriPrime Funds /s/ By/s/ Kelli D. Shomaker Kenneth D. Trumpfheller, President Secretary and Treasurer Dated: February 17, 1997 ACCEPTANCE The foregoing Agreement is hereby accepted. ATTEST: Jenswold, King & Associates, Inc. /s/ By/s/ Carole Ames Roger E. King, President Operations Supervisor Dated: February 17, 1997 EX-99.B5 5 MANAGEMENT AGREEMENT WITH COMMONWEALTH ADVISORS MANAGEMENT AGREEMENT TO: CommonWealth Advisors, Inc. 247 Florida Street Baton Rouge, LA 70801 Dear Sirs: AmeriPrime Funds (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, two of which are the Florida Street Bond Fund and the Florida Street Growth Fund (individually a "Fund," collectively the "Funds"). You have been selected to act as the sole investment adviser of the Funds 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 Funds with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the Funds consistent with the respective Funds' investment objectives and policies. You will determine the securities to be purchased for each Fund, the portfolio securities to be held or sold by each Fund and the portion of each 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 Funds. 2. ALLOCATION OF CHARGES AND EXPENSES You will pay all operating expenses of the Funds, including the compensation and expenses of any employees of the Funds and of any other persons rendering any services to the Funds; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Funds 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 Funds in connection with the organization and initial registration of shares of the Funds; 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 Funds; 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 each 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 Funds' shares; and all other operating expenses not specifically assumed by the Funds. Each Fund will pay all of its respective brokerage fees and commissions, taxes, interest, fees and expenses of the non-interested person trustees and such extraordinary or non-recurring expenses as may arise, including organizational expenses, and litigation to which the Fund may be a party and indemnification of the Trust's trustees and officers with respect thereto. You may obtain reimbursement from a 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. Notwithstanding anything herein to the contrary, each Fund will only be liable for organizational expenses when the Fund reaches $10,000,000 in assets or when the Fund has been in existence for at least one year, and until such time, you are liable for such expenses. You will cause such expenses to be advanced on behalf of each Fund and may obtain reimbursement from the Fund after the Fund becomes liable. 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 Florida Street Bond Fund will pay you a fee at the annual rate of 1.10% of the average value of its daily net assets, and the Florida Street Growth Fund will pay you a fee at the annual rate of 1.35% of the average value of its daily net assets. The average value of the daily net assets of a 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 a 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 a 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 each 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 Funds 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 (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds 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 Funds and to accounts over which you exercise investment discretion. The Funds and you understand and acknowledge that, although the information may be useful to the Funds and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by each 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 Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the Investment Company Act of 1940, as amended, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Funds' 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 a 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 Funds 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 Investment Company Act of 1940 or the rules thereunder, neither you nor your shareholders, 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, 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, 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 with respect to each Fund, and from year to year thereafter, subject to annual approval by (i) the Board or (ii) a vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding voting securities of such Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of a Fund fails to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to a 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 "Florida Street" belongs to you, and that the Trust is being granted a limited license to use such words in the Fund names or in any name of any class of Fund. In the event you cease to be the adviser to a Fund, the Trust's right to the use of the name "Florida Street" with respect to that Fund 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 "Florida Street" 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 these names. 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 current interpretations of the Act by the Securities and Exchange Commission) by vote of the holders of a majority of the outstanding voting securities of the series to which the amendment relates. 9. LIMITATION OF LIABILITY TO TRUST PROPERTY The term "AmeriPrime Funds" 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) 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 Investment Company Act of 1940, as amended (the "Act") shall be resolved by reference to such term or provision of the 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 rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement is revised by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 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, Texas 76092, and your address for this purpose shall be 247 Florida Street, Baton Rouge, LA 70801. 13. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. BINDING EFFECT Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms. 15. CAPTIONS The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract upon the date thereof. Yours very truly, ATTEST: AmeriPrime Funds /s/ By/s/ Julie A. Feleo, Secretary Kenneth D. Trumpfheller - President Dated: June 13, 1997 ACCEPTANCE The foregoing Agreement is hereby accepted. ATTEST: CommonWealth Advisors, Inc. /s/ By /s/ Noel R. Caldwell, Assistant Walter A. Morales, President Dated: June 6, 1997 EX-99.B5 6 MANAGEMENT AGREEMENT WITH CORBIN & COMPANY MANAGEMENT AGREEMENT TO: Corbin and Company 1320 South University Drive Suite 406 Fort Worth, Texas 76107 Dear Sirs: AmeriPrime Funds (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 the Corbin Small-Cap Value 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; and all other operating expenses not specifically assumed by the Fund. The Fund will pay all brokerage fees and commissions, taxes, interest, fees and expenses of the non-interested person trustees and such extraordinary or non-recurring expenses as may arise, including organizational expenses, and litigation to which the Fund may be a party and indemnification of the Trust's trustees and officers with respect thereto. 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. Notwithstanding anything herein to the contrary, the Fund will only be liable for organizational expenses when the Fund reaches $10,000,000 in assets or when the Fund has been in existence for at least one year, and until such time, you are liable for such expenses. You will cause such expenses to be advanced on behalf of the Fund and may obtain reimbursement from the Fund after the Fund becomes liable. 3. COMPENSATION OF THE ADVISER For all of the services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, the Fund will pay you a fee at the annual rate of 1.25% 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 (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) 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 Investment Company Act of 1940, as amended, 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 Investment Company Act of 1940 or the rules thereunder, neither you nor your shareholders, 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, 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, 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 (as defined in the Investment Company Act of 1940) 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," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of the Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. 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 "Corbin" belongs 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 "Corbin" 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 "Corbin" 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 these names. 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 current interpretations of the Act by the Securities and Exchange Commission) by vote of the holders of a majority of the outstanding voting securities of the series to which the amendment relates. 9. LIMITATION OF LIABILITY TO TRUST PROPERTY The term "AmeriPrime Funds" 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) 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 Investment Company Act of 1940, as amended (the "Act") shall be resolved by reference to such term or provision of the 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 rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement is revised by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 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, Texas 76092, and your address for this purpose shall be 1320 South University Drive, Suite 406, Fort Worth, Texas 76107. 13. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. BINDING EFFECT Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms. 15. CAPTIONS The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract upon the date thereof. Yours very truly, ATTEST: AmeriPrime Funds /s/ By/s/ Julie A. Feleo, Treasurer Kenneth D. Trumpfheller, President Dated: May 16, 1997 ACCEPTANCE The foregoing Agreement is hereby accepted. ATTEST: Corbin & Company /s/ By/s/ Barbara E. Shields, Secretary David A. Corbin, President Dated: May 23, 1997 EX-99.B5 7 PROPOSED MANAGEMENT AGREEMENT WITH VOUNG ASSET MANAGEMENT AGREEMENT TO: Vuong Asset Management Company, LLC 6575 West Loop South, Suite 110 Houston, Texas 77401 Dear Sirs: AmeriPrime Funds (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, including MAI Enhanced Index Fund, MAI Growth & Income Fund, MAI Aggressive Growth Fund, MAI High-Yield Income Fund; MAI Capital Appreciation Fund and MAI Global Equity Fund (each a Fund and collectively the "Funds"). You have been selected to act as the sole investment adviser of the Funds 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 upon the date of the execution of this Agreement. 1. ADVISORY SERVICES You will regularly provide the Funds with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the Funds consistent with the respective Funds' investment objectives and policies. You will determine the securities to be purchased for each Fund, the portfolio securities to be held or sold by each Fund and the portion of each 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 Funds. 2. ALLOCATION OF CHARGES AND EXPENSES You will pay the compensation and expenses of any persons rendering any services to the Funds who are officers, directors, stockholders or employees of your corporation and will make available, without expense to the Funds, the services of such of your employees as may duly be elected officers or trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law. The compensation and expenses of any officers, trustees and employees of the Trust who are not officers, directors, employees or stockholders of your corporation will be paid by the Funds. You may obtain reimbursement from a 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. Each Fund will pay all organizational and operating expenses of the Fund, including without limitation: brokerage fees and commissions; taxes or governmental fees; interest; fees and expenses of the trustees and officers of the Trust; 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; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, administrator, accounting and pricing services agent and other agents of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing to shareholders prospectuses, statements of additional information, reports and notices; expenses including advertising, sales literature, promotion expenses and expenses of distributing prospectuses and statements of additional information to persons other than shareholders incurred in connection with the sale or distribution of the Fund's shares to the extent such expenses are permitted to be paid by the Fund under any distribution expense plan or any other permissible arrangement which may be adopted in the future; the cost of printing or preparing statements, reports or other documents to shareholders; expenses of trustees' and shareholders' meetings and proxy solicitations; 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, or any other expense not specifically described above incurred in the performance of the Fund's obligations. Notwithstanding anything herein to the contrary, the Funds will only be liable for organizational expenses when the Funds' combined assets reach $10,000,000, and until such time, you are liable for such expenses. You will cause such expenses to be advanced on behalf of the Funds and may obtain reimbursement from the Funds after the Funds become liable. 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, each Fund will pay you a fee at the annual rate, based on the average value of its daily net assets, as follows: MAI Enhanced Index: 1.20%; MAI Capital Appreciation: 1.20%; MAI Aggressive Growth: 1.20%; MAI Growth & Income: 1.05%; MAI High-Yield Income: 0.60%; MAI Global Equity: 1.40%. The average value of the daily net assets of a 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 a 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 a 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 each 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 Funds 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 (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds 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 Funds and to accounts over which you exercise investment discretion. The Funds and you understand and acknowledge that, although the information may be useful to the Funds and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by each 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 Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the Investment Company Act of 1940, as amended, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Funds' 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 a 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 Funds 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 Investment Company Act of 1940 or the rules thereunder, neither you nor your shareholders, 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, 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, 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 by you, 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 (as defined in the Investment Company Act of 1940) of the outstanding voting securities of such Fund, provided that in either event continuance is also approved by a majority of the trustees who are not "interested persons," as defined in the Investment Company Act of 1940, of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval. If the shareholders of a Fund fail to approve the Agreement in the manner set forth above, upon request of the Board, you will continue to serve or act in such capacity for the Fund for the period of time pending required approval of the Agreement, of a new agreement with you or a different adviser or other definitive action; provided that the compensation to be paid by the Fund to you for your services to and payments on behalf of the Fund will be equal to the lesser of your actual costs incurred in furnishing such services and payments or the amount you would have received under this Agreement for furnishing such services and payments. This Agreement may, on sixty days written notice, be terminated with respect to a 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 "MAI" belongs to you, and that the Trust is being granted a limited license to use such words in the Fund names or in any name of any class of Fund. In the event you cease to be the adviser to a Fund, the Trust's right to the use of the name "MAI" 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 "MAI" 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 these names. 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 current interpretations of the Act by the Securities and Exchange Commission) by vote of the holders of a majority of the outstanding voting securities of the series to which the amendment relates. 9. LIMITATION OF LIABILITY TO TRUST PROPERTY The term "AmeriPrime Funds" 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) 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 Investment Company Act of 1940, as amended (the "Act") shall be resolved by reference to such term or provision of the 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 rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement is revised by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 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, Texas 76092, and your address for this purpose shall be 6575 West Loop South, Suite 110, Houston, Texas 77401. 13. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. BINDING EFFECT Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms. 15. CAPTIONS The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract upon the date thereof. Yours very truly, ATTEST: AmeriPrime Funds By Name/Title: ______________________ Kenneth D.Trumpfheller, President Dated: _________________, 1997 ACCEPTANCE The foregoing Agreement is hereby accepted. ATTEST: Vuong Asset Management Company, LLC By Name/Title: ____________________ Qui T. Vuong, President Dated: _______________, 1997 EX-99.B6 8 AMENDED AND RESTATED UNDERWRITING AGREEMENT AMENDED AND RESTATED UNDERWRITING AGREEMENT THIS AGREEMENT is made as of March 5, 1996, by and between AmeriPrime Funds, an Ohio business trust (the "Trust"), and AmeriPrime Financial Securities, Inc., a Texas corporation ("Underwriter"). WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the "Act"); and WHEREAS, Underwriter is a broker-dealer registered with the Securities and Exchange Commission and a member of the National Association of Securities Dealers, Inc. (the "NASD"); and WHEREAS, the Trust and Underwriter entered into an agreement on October 20, 1995 providing for the distribution by Underwriter of shares of beneficial interest (the "Shares") of certain series of shares of the Trust (the "Series"); and WHEREAS, the Trust and Underwriter wish to amend and restate the Underwriting Agreement to include all Series of the Trust, including MAXIM Contrarian Fund and to provide the ability to add additional series by amending Exhibit A attached hereto. NOW, THEREFORE, in consideration of the promises and agreements of the parties contained herein, the parties agree as follows: 1. Appointment. The Trust hereby appoints Underwriter as its exclusive agent for the distribution of the Shares of the Series listed on Exhibit A attached hereto, as it may be amended from time to time, and Underwriter hereby accepts such appointment under the terms of this Agreement. While this Agreement is in force, the Trust shall not sell any Shares except on the terms set forth in this Agreement. Notwithstanding any other provision hereof, the Trust may terminate, suspend or withdraw the offering of Shares of any Series whenever, in its sole discretion, it deems such action to be desirable. 2. Sale and Repurchase of Shares. (a) Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(e) hereof) less a discount determined by Underwriter, which discount shall not exceed the amount of the sales charge stated in the Trust's effective Registration Statement on Form N-1A under the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Underwriter has a dealer agreement, Underwriter will promptly cause such order to be filled by the Trust. (b) Underwriter will have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Underwriter will also have the right, as agent for the Trust, to sell Shares at their net asset value to such persons as may be approved by the Trustees of the Trust, all such sales to comply with the provisions of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. (d) Underwriter will also have the right to take, as agent for the Trust, all actions which, in Underwriter's judgment, are necessary to carry into effect the distribution of the Shares. (e) The public offering price for the Shares of each Series (and, with respect to each Series offering multiple classes of Shares, the Shares of each Class of such Series) shall be the respective net asset value of the Shares of that Series (or Class of that Series) then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of Fair Practice of the NASD. (f) The net asset value of the Shares of each Series (or Class of a Series) shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series (or each Class of a Series) shall be calculated by the Trust or by another entity on behalf of the Trust. Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per share as calculated. (g) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the tenth business day following the date on which Underwriter shall have received an order for the purchase of the Shares. (h) Upon receipt of purchase instructions, Underwriter will transmit such instructions to the Trust or its transfer agent for registration of the Shares purchased. (i) Nothing in this Agreement shall prevent Underwriter or any affiliated person (as defined in the Act) of Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others for whom it or they may be acting; provided, however, that Underwriter expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (j) Underwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3. Sales of Shares by the Trust. The Trust reserves the right to issue any Shares at any time directly to the holders of Shares ("Shareholders"), to sell Shares to its Shareholders or to other persons approved by Underwriter at not less than net asset value and to issue Shares in exchange for substantially all the assets of any corporation or trust or for the shares of any corporation or trust. 4. Basis of Sale of Shares. Underwriter does not agree to sell any specific number of Shares. Underwriter, as agent for the Trust, undertakes to sell Shares on a best efforts basis only against orders therefor. 5. Compliance with NASD and Government Rules. (a) Underwriter will conform to the Rules of Fair Practice of the NASD and the securities laws of any jurisdiction in which it sells, directly or indirectly, any Shares. (b) Underwriter, at its own expense, will pay the costs incurred in establishing and maintaining its relationship with the dealers selling the Shares. Underwriter will require each dealer with whom Underwriter has a dealer agreement to conform to the applicable provisions hereof and the Registration Statement, and neither Underwriter nor any such dealers shall withhold the placing of purchase orders so as to make a profit thereby. (c) Underwriter agrees to furnish to the Trust sufficient copies of any agreements, plans or other materials it intends to use in connection with any sales of Shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared. (d) Underwriter, at its own expense, will qualify as dealer or broker, or otherwise, under all applicable State or federal laws required in order that Shares may be sold in such States as may be mutually agreed upon by the parties. (e) Underwriter shall not make, or permit any representative, broker or dealer to make, in connection with any sale or solicitation of a sale of the Shares, any representations concerning the Shares except those contained in the then current prospectus and statement of additional information covering the Shares and in printed information approved by the Trust as information supplemental to such prospectus and statement of additional information. Copies of the then effective prospectus and statement of additional information and any such printed supplemental information will be supplied by the Trust to Underwriter in reasonable quantities upon request. 6. Records to be Supplied by Trust. The Trust shall furnish to Underwriter copies of all information, financial statements and other papers which Underwriter may reasonably request for use in connection with the distribution of the Shares, and this shall include, but shall not be limited to, one certified copy, upon request by Underwriter, of all financial statements prepared for the Trust by independent public accountants. 7. Expenses to be Borne by Trust. The Trust will bear the following expenses: (a) preparation, setting in type, printing of sufficient copies of the prospectus and statement of additional information for distribution to shareholders, and the distribution to shareholders of the prospectus and statement of additional information; (b) preparation, printing and distribution of reports and other communications to shareholders; (c) registration of the Shares under the federal securities law; (d) qualification of the Shares for sale in the jurisdictions designated by Underwriter; (e) qualification of the Trust as a dealer or broker under the laws of jurisdictions designated by Underwriter as well as qualification of the Trust to do business in any jurisdiction, if Underwriter determines that such qualification is necessary or desirable for the purpose of facilitating sales of the Shares; (f) maintaining facilities for the issue and transfer of the Shares; (g) supplying information, prices and other data to be furnished by the Trust under this Agreement; and (h) any original issue taxes or transfer taxes applicable to the sale or delivery of the Shares of certificates therefor. 8. Services to and Actions for Trust, Not Underwriter. Any person, even though also a director, officer, employee, shareholder or agent of Underwriter, who may be or become an officer, 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 Underwriter's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder or agent, or one under the control or direction of Underwriter, even though paid by it. 9. Limitation of Liability. Underwriter may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither Underwriter nor its shareholders, officers, directors, employees, agents, control persons or affiliates of any thereof (collectively, the "Underwriter's Employees") 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 in connection 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 the duties of Underwriter under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Underwriter under this Agreement. 10. Indemnification of Underwriter. Subject to and except as otherwise provided in the Securities Act of 1933, as amended, and the Act, the Trust shall indemnify Underwriter and each of Underwriter's Employees (hereinafter referredto 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. 11. Advances of Expenses. The Trust shall advance attorneys' expenses incurred by a Covered Person in defending a fees or other proceeding to the full extent permitted by the Securities Act of 1933, as amended, and the Act. 12. Termination and Amendment of this Agreement. This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter, by vote cast in person at a meeting called for the purpose of voting on such approval.Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party. 13. Effective Period of this Agreement. This Agreement shall take effect upon its execution and shall remain in full force and effect for a period of two years from the date of its execution (unless terminated automatically as set forth in Paragraph 12, and from year to year thereafter), subject to annual approval (i) by Underwriter, (ii) by the Board of Trustees of the Trust or a vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter, by vote cast in person at a meeting called for the purpose of voting on such approval. 14. Limitation of Trust's Liability. The term "AmeriPrime Funds" 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 the 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 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 State of Ohio. 15. New Series. The terms and provisions of this Agreement shall become automatically applicable to any additional series of the Trust established during the initial or renewal term of this Agreement. 16. Successor Investment Company. Unless this Agreement has been terminated in accordance with Paragraph 13, the terms and provisions of this Agreement shall become automatically applicable to any investment company which is a successor to the Trust as a result of a reorganization, recapitalization or change of domicile. 17. 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. 18. Questions of Interpretation. (a) This Agreement shall be governed by the laws of the State of Ohio. (b) 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 Act shall be resolved by reference to such term or provision of the 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 rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act.In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement is revised by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 19. 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 for this purpose the address of the Trust shall be 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092 and of the Underwriter shall be 1793 Kingswood Drive, Suite 200, Southlake, Texas 76092. 20. Counterparts. This Agreement may be 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. 21. 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. 22. Force Majeure. If Underwriter shall be delayed in its performance of services or prevented entirely or in part from performing services due to causes or events beyond its control, including and without limitation, acts of God, interruption of power or other utility, transportation or communication services, acts of civil or military authority, sabotages, national emergencies, explosion, flood, accident, earthquake or other catastrophe, fire, strike or other labor problems, legal action, present or future law, governmental order, rule or regulation, or shortages of suitable parts, materials, labor or transportation, such delay or non-performance shall be excused and a reasonable time for performance in connection with this Agreement shall be extended to include the period of such delay or non-performance. IN WITNESS WHEREOF, the Trust and Underwriter have each caused this Agreement to be signed on its behalf, all as of the day and year first above written. ATTEST: AmeriPrime Funds By:/s/________________________________ Kenneth D. Trumpfheller, President ATTEST: AmeriPrime Financial Securities, Inc. By:_________________________________ Kenneth D. Trumpfheller, President UNDERWRITING AGREEMENT EXHIBIT A Carl Domino Equity Income Fund Fountainhead Special Value Fund AIT Vision U.S. Equity Portfolio GLOBALT Growth Fund MAXIM Contrarian Fund IMS Capital Value Fund Corbin Small-Cap Value Fund Florida Street Bond Fund Florida Street Growth Fund MAI Enhanced Index Fund MAI Growth and Income Fund MAI Aggressive Growth Fund MAI High-Yield Income Fund MAI Capital Appreciation Fund MAI Global Equity Fund EX-99.B8 9 APP. B TO CUSTODY AGREEMENT WITH STAR BANK, N.A. Custodian Agreement APPENDIX B 1. Carl Domino Equity Income Fund 2. Fountainhead Special Value Fund 3. AIT Vision U.S. Equity Portfolio 4. Globalt Growth Fund 5. MAXIM Contrarian Fund 6. IMS Capital Value Fund 7. Corbin Small-Cap Value Fund 8. Florida Street Bond Fund 9. Florida Street Growth Fund 10. MAI Enhanced Index Fund 11. MAI Growth and Income Fund 12. MAI Aggressive Growth Fund 13. MAI High-Yield Income Fund 14. MAI Capital Appreciation Fund 15. MAI Global Equity Fund EX-99.B10 10 OPINION OF BROWN, CUMMINS & BROWN CO., L.P.A. BROWN, CUMMINS & BROWN CO., L.P.A. ATTORNEYS AND COUNSELORS AT LAW 3500 CAREW TOWER J. W. BROWN (1911-1995) 441 VINE STREET JAMES R. CUMMINS CINCINNATI, OHIO 45202 ROBERT S BROWN TELEPHONE (513) 381-2121 OF COUNSEL DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 GILBERT BETTMAN LYNNE SKILKEN AMY G. APPLEGATE KATHRYN KNUE PRZYWARA MELANIE S. CORWIN JOANN M. STRASSER June 20, 1997 AmeriPrime Funds 1793 Kingswood Drive, Suite 200 Southlake, Texas 76092 Gentlemen: This letter is in response to your request for our opinion in connection with the filing of Post-Effective Amendment No. 8 of AmeriPrime Funds (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 registration is effective for purposes of federal and applicable state securities laws, the shares of each series of the Trust, if issued in accordance with the then current Prospectus and Statement of Additional Information of the Trust, 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. 8 referred to above. Very truly yours, BROWN, CUMMINS & BROWN CO., L.P.A. BCB:ama EX-99.16 11 POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AmeriPrime Funds, a business trust organized under the laws of the State of Ohio (hereinafter referred to as the "Trust"), periodically files amendments to its Registration Statement with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended; and WHEREAS, the undersigned is Treasurer of the Trust; NOW, THEREFORE, the undersigned hereby constitutes and appoints JAMES R. CUMMINS and DONALD S. MENDELSOHN, and each of them, her attorneys for her and in her name, place and stead, and in her office and capacity in the Trust, to execute and file any Amendment or Amendments to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 9th day of June, 1997. JULIE A. FELEO, Treasurer STATE OF TEXAS ) ) ss: COUNTY OF TARRANT ) Before me, a Notary Public, in and for said county and state, personally appeared JULIE A. FELEO, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that she executed and delivered the same for the purposes therein expressed. WITNESS my hand and official seal this 9 th day of June, 1997. James W. Hill Notary Public -----END PRIVACY-ENHANCED MESSAGE-----