EX-99.23.a.xviii




                        AmeriPrime Funds Amendment No. 22

                       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 "Westcott Large-Cap Fund" series to the
"Westcott Large-Cap Value Fund" series. The relative rights and preferences of
the 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.



                 /s/
--------------------------------------------
Kenneth D. Trumpfheller, Trustee


                /s/
--------------------------------------------
Steve L. Cobb, Trustee


               /s/
--------------------------------------------
Gary E. Hippenstiel



Dated:  August 27, 2001