AmeriPrime Funds Amendment No. 8
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 two new series of shares of the Trust and designate such series the
"Marathon Value Fund" and the "Worthington Theme Fund." 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.
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December 15, 1997
ASA02D91-120897-2
