AMERIPRIME FUNDS

             Amendment No. 23 to Agreement and Declaration of Trust



     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 (i)
change the name of the "Florida Street Growth Fund" series to the "Westcott
Large-Cap Growth Fund" series, (ii) re-designate the existing shares as
"Institutional" class shares and (iii) add two new classes of shares designated
as "Class A" and "Class B". 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.

     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



                                       -----------------------------------------
                                       Steve L. Cobb



                                      ____/s/___________________________________
                                      Gary E. Hippenstiel


DATED as of May 24, 2002