AAM Equity Fund

                         Supplement dated August 11, 2004
                        To Prospectus dated March 1, 2004

     A special meeting of shareholders of AAM Equity Fund (the "Fund"), a series
of AmeriPrime  Funds (the  "Trust"),  was held on  Wednesday,  August 5, 2004 at
10:00 a.m.,  Eastern Time. The special meeting was held to vote on a proposal to
approve a new  management  agreement  between  the Trust and  Appalachian  Asset
Management,  Inc. ("AAM"), the Fund's investment advisor. Prior to May 17, 2004,
KI&T Holdings,  Inc. and Argent Financial Group, Inc. controlled AAM. As of that
date, AAM Investments,  LLC acquired all of the outstanding  shares of AAM. As a
result of the transaction, AAM Investments, LLC is deemed to control AAM.

     Pursuant to the Investment Company Act of 1940, as amended (the "Investment
Company  Act"),  a  transaction  that  results  in a  change  of  control  of an
investment  advisor may be deemed an  "assignment."  The Investment  Company Act
further provides that a management agreement will automatically terminate in the
event of an  assignment.  As a  result,  shareholders  were  asked  to  consider
approval of a new agreement for the Fund with AAM. No fee increase was proposed.

     Only  shareholders of record at the close of business on June 15, 2004 were
entitled to vote at the  special  meeting.  Shareholders  voting in person or by
proxy  approved the proposal.  The new  investment  advisory  agreement  will be
effective as of August 5, 2004

     This  supplement  and the  Prospectus  dated  March  1,  2004  provide  the
information a prospective  investor ought to know before investing and should be
retained for future  reference.  A Statement of Additional  Information has been
filed with the Securities and Exchange  Commission dated March 1, 2004, which is
incorporated  herein by reference and can be obtained  without charge by calling
the Fund at 1-888-905-2283.