AMERIPRIME FUNDS
PRES14A, 2000-04-11
Previous: ECOM ECOM COM INC, 8-K/A, 2000-04-11
Next: AMERIPRIME FUNDS, NSAR-A, 2000-04-11




                            SCHEDULE 14A INFORMATION
                           PROXY STATEMENT PURSUANT TO
                              SECTION 14(A) OF THE
                           SECURITIES EXCHANGE ACT OF
                            1934 (AMENDMENT NO. ____)

Filed by the Registrant                              |X|
Filed by a Party other than the Registrant           |_|

Check the appropriate box:
|X|      Preliminary Proxy Statement

|_|      Confidential, for Use of the Commission only (as permitted by Rule
         14a-6(e)(2))
|_|      Definitive Proxy Statement
|_|      Definitive Additional Materials
|_|      Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12


                                AMERIPRIME FUNDS

                (Name of Registrant as Specified in Its Charter)


     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

|X|      No fee required.

|_|     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
        1)       Title of each class of securities to which transaction applies:
                  --------------------------------------------------------------
         2)       Aggregate number of securities to which transaction applies:
                  --------------------------------------------------------------
         3)       Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):

                  --------------------------------------------------------------
         4)       Proposed maximum aggregate value of transaction:
                  --------------------------------------------------------------
         5)       Total fee paid:
                  --------------------------------------------------------------

|_| Fee paid previously with preliminary materials.

|_|      Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:
                  --------------------------------------------------------------

         2)       Form, Schedule or Registration Statement No.:
                  --------------------------------------------------------------

         3)       Filing Party:
                  --------------------------------------------------------------

         4)       Date Filed:
                  --------------------------------------------------------------




<PAGE>


                         CARL DOMINO EQUITY INCOME FUND
                      CARL DOMINO GLOBAL EQUITY INCOME FUND

                             CARL DOMINO GROWTH FUND

                         1793 KINGSWOOD DRIVE, SUITE 200
                             SOUTHLAKE, TEXAS 76092

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                              TO BE HELD [ ], 2000

Dear Shareholders:

The Board of Trustees of AmeriPrime Funds (the "Trust"), an open-end management
investment company organized as an Ohio business trust, has called a special
meeting of the shareholders of the Carl Domino Equity Income Fund, Carl Domino
Global Equity Income Fund and Carl Domino Growth Fund series of the Trust, to be
held at 175 Westwood, Southlake, Texas 76092 on [ ], 2000 at [ ] a.m., Central
Standard Time, for the following purposes:

     1.   Approval of new management agreements with Northern Trust Quantitative
          Advisors, Inc., to become effective upon the closing of the proposed
          acquisition of substantially all of the assets of Carl Domino
          Associates, L.P. by Northern Trust Quantitative Advisors, Inc. NO FEE
          INCREASE IS PROPOSED.

     2.   Ratification of the selection of McCurdy & Associates CPA's, Inc. as
          the independent public accountants for the Carl Domino Equity Income
          Fund, Carl Domino Global Equity Income Fund and Carl Domino Growth
          Fund for the fiscal year ending October 31, 2000.

     3.   Transaction of such other business as may properly come before the
          meeting or any adjournment(s) thereof.

         Shareholders of record at the close of business on [ ], 2000 are
entitled to notice of, and to vote at, the special meeting and any
adjournment(s) or postponement(s) thereof.

                        By Order of the Board of Trustees




                             KENNETH D. TRUMPFHELLER
                             Secretary
[          ], 2000

                                                   YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE OR BY FAXING IT TO [ ],
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.


<PAGE>


4

                         CARL DOMINO EQUITY INCOME FUND

                      CARL DOMINO GLOBAL EQUITY INCOME FUND

                             CARL DOMINO GROWTH FUND

                         1793 KINGSWOOD DRIVE, SUITE 200

                             SOUTHLAKE, TEXAS 76092

                                  ------------

                                 PROXY STATEMENT

                                  ------------

                         SPECIAL MEETING OF SHAREHOLDERS

                              TO BE HELD [ ], 2000
                                  ------------

         INTRODUCTION

         This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of AmeriPrime Funds (the "Trust"), on behalf
of the Carl Domino Equity Income Fund (the "Equity Fund"), the Carl Domino
Global Equity Income Fund (the "Global Fund"), and the Carl Domino Growth Fund
(the "Growth Fund") for use at the Special Meeting of Shareholders of the three
funds (the "Meeting") to be held at 175 Westwood, Southlake, Texas 76092 on [ ],
2000 at [ ] a.m., Central Standard Time, and at any and all adjournments
thereof. The Notice of Meeting, Proxy Statement and accompanying form of proxy
will first be mailed to shareholders on or about [ ], 2000.

          Northern Trust Quantitative Advisors, Inc. ("Northern") has agreed to
purchase substantially all of the assets of Carl Domino Associates, L.P.
("Domino Associates"). Domino Associates is the current adviser of the Equity,
Global and Growth Funds. If the sale is completed, the current operations of
Domino Associates will continue to be conducted, as a separate division of
Northern, under the direction of the same personnel (including portfolio
managers). As a result, the shareholders are being asked to consider the
following proposals:

     1.   Approval of new management agreements with Northern, to become
          effective upon the closing of the proposed acquisisition of the assets
          of Domino Associates by Northern.

     2.   Ratification of the selection of McCurdy & Associates CPA's, Inc. as
          the independent public accountants for the Carl Domino Equity Income
          Fund, Carl Domino Global Equity Income Fund and Carl Domino Growth
          Fund for the fiscal year ending October 31, 2000.

     3.   Transaction of any other business, not currently contemplated, that
          may properly come before the meeting or any adjournment thereof.

         A COPY OF THE FUNDS' ANNUAL REPORT FOR THE FISCAL YEAR ENDED OCTOBER
31, 1999, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, IS AVAILABLE AT NO
CHARGE BY MAKING A WRITTEN REQUEST DIRECTED TO MR. KENNETH D. TRUMPFHELLER,
SECRETARY, AMERIPRIME FUNDS, 1793 KINGSWOOD DRIVE, SUITE 200, SOUTHLAKE, TEXAS
76092 OR BY CALLING THE FUNDS AT 1-800-506-9922.


<PAGE>


PROPOSAL 1 - NEW MANAGEMENT

AGREEMENTS WITH NORTHERN TRUST QUANTITATIVE ADVISORS, INC.

BACKGROUND

          On March 17, 2000, Domino Associates and Northern entered into an
agreement under which Northern has agreed to purchase substantially all of the
assets of Domino Associates (the "Acquisition"). As a result of the Acquisition,
the current operations of Domino Associates will continue to be conducted, as a
separate division of Northern, under the direction of the same personnel
(including portfolio managers). The closing is scheduled to occur on or about
May 5, 2000.

         Under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), a transaction which results in a change of control or management
of an investment adviser may be deemed an "assignment." The Investment Company
Act further provides that an investment advisory agreement will automatically
terminate in the event of its assignment. The Acquisition constitutes a "change
in control" of Domino Associates for purposes of the Investment Company Act and
will cause the "assignment" and resulting termination of the present management
agreements.

THE PRESENT MANAGEMENT AGREEMENTS

         Domino Associates currently provides investment advisory services to
the Carl Domino Funds pursuant to a separate management agreement for each Fund
between the Trust and Domino Associates. The management agreements for the
Equity Fund, Global Fund and Growth Fund are substantially similar. The
agreements for the Equity Fund, Global Fund and Growth Fund require Domino
Associates to furnish an investment program for the applicable Fund and to
determine which securities to purchase and sell and what portion of a Fund's
assets to keep uninvested. However, the Equity Fund agreement requires Domino
Associates to pay organizational expenses, while the Growth Fund and Global Fund
agreements do not. Additionally, the Global Fund and Growth Fund agreements,
unlike the Equity Fund agreement, require each Fund to pay expenses which it is
authorized to pay under Rule 12b-1 of the 1940 Act.

         The Equity Fund agreement, dated October 31, 1995, was submitted to the
shareholders in 1995 upon the formation of the Fund. The Growth Fund and Global
Fund agreements, both dated December 28, 1998, were submitted to shareholders in
1998 upon the formation of these Funds. The present management agreements were
last approved by the Board of Trustees, including a majority of the Trustees who
are not interested persons, as defined in the Investment Company Act, of Domino
Associates or Northern (the "Independent Trustees"), on September 22, 1999.
Domino Associates currently receives an advisory fee of 1.50% of the average
daily net assets of each Fund pursuant to the present management agreements.
During the fiscal year ended October 31, 1999, the Equity Fund paid to Domino
Associates advisory fees of $116,771. Because of their recent formation, the
Global Fund and the Growth Fund have not yet completed a fiscal year. For the
period December 31, 1998 through October 31, 1999, the Global Fund and the
Growth Fund paid to Domino Associates advisory fees of $15, 629, and $12, 670
respectively.


<PAGE>


THE NEW MANAGEMENT AGREEMENTS.
- -----------------------------

         Each Fund will enter into a separate new management agreement with
Northern. The terms and conditions of the new management agreements are
substantially identical in all material respects to those of the present
management agreements, with a few exceptions:

o    For each new management agreement, the dates of their execution,
     effectiveness and termination are changed.

o    For each new management agreement, Northern has reserved all rights to the
     names "Northern Trust Quantitative Advisors, Inc.," "Northern Trust," "Carl
     Domino" or any variation thereof. Under the present management agreements,
     only the rights to the name "Carl Domino" were reserved.


o    For each new management agreement, the description of the expenses paid by
     the Fund has been revised to clarify that each Fund pays all of its
     borrowing costs (including dividend expense on securities sold short), not
     just interest expense.

o    The Equity Fund's present management agreement requires Domino Associates
     to pay all distribution expenses of the Fund, including expenses incurred
     pursuant to any distribution plan under Rule 12b-1 of the Investment
     Company Act ("12b-1 Plan"). The present and proposed management agreements
     for the Global Fund and the Growth Fund require the Fund to pay its 12b-1
     Plan expenses. The proposed management agreement for the Equity Fund
     requires the Fund to pay its 12b-1 Plan expenses. This change would permit
     the Equity Fund (like the Global Fund and the Growth Fund) to add a new
     class of shares in the future with a 12b-1 Plan, and the new class would
     pay its 12b-1 Plan expenses. YOU SHOULD NOTE THAT THIS CHANGE IN THE
     PROPOSED EQUITY FUND MANAGEMENT AGREEMENT WILL HAVE NO IMPACT ON YOUR
     SHARES. The management fee will be unchanged, and no distribution expenses
     can be borne by the existing class of shares of the Fund unless the
     shareholders of the class approve a 12b-1 Plan. NO 12B-1 PLAN IS
     CONTEMPLATED FOR THE EXISTING CLASS OF THE FUND AT THIS TIME.

         Under the new management agreements for the Equity, the Global Fund and
the Growth Fund, Northern will select portfolio securities for investment by the
Funds, purchase and sell securities of the Funds, and upon making any purchase
or sale decision, place orders for the execution of such portfolio transactions,
all in accordance with the Investment Company Act and any rules thereunder, the
supervision and control of the Board of Trustees of the Trust, such specific
instructions as the Board of Trustees may adopt and communicate to Northern and
the investment objective, policies and restrictions of each Fund.

         Northern will receive from each of the Equity Fund, the Global Fund and
the Growth Fund a fee at an annual rate of 1.50% of the average value of the
daily net assets of the Fund. These are the same fees that Domino Associates
currently receives from each Fund under each present management agreement.

         If a new management agreement is approved by shareholders of a Fund
prior to the closing of the Acquisition, the new management agreement will
become effective when the Acquisition is completed. If a new management
agreement is approved by shareholders of a Fund after the closing of the
Acquisition, the new management agreement will become effective upon shareholder
approval. Each new management agreement provides that it will remain in force
for an initial term of two years, and from year to year thereafter, subject to
annual approval by (a) the Board of Trustees or (b) a vote of a majority (as
defined in the Investment Company Act) of the outstanding shares of the Fund;
provided that in either event continuance is also approved by a majority of the
Independent Trustees, by a vote cast in person at a meeting called for the
purpose of voting such approval. Each new management agreement may be terminated
at any time, on sixty days' written notice, without the payment of any penalty,
by the Board of Trustees, by a vote of the majority of the outstanding voting
securities of the applicable Fund, or by Northern. Each new management agreement
automatically terminates in the event of its assignment.

         Each new management agreement provides that Northern shall not be
liable for any error of judgment or mistake of law or any loss suffered by a
Fund, except a loss resulting from Northern's willful misfeasance, bad faith or
gross negligence, or Northern's reckless disregard of its obligations.

          The new form of management agreement for the Equity Fund, the Global
Fund and the Growth Fund is attached as Exhibit A. You should read the
agreement. The description in this Proxy Statement of the new management
agreements is only a summary.

         The closing of the Acquisition of Domino Associates by Northern is
anticipated to occur [on or about May 5, 2000]. Approval of the new management
agreements by the shareholders of each Fund is not a condition to the closing of
the Acquisition. In the event that shareholder approval for one or more of the
new management agreements is not obtained prior to the closing of the
Acquisition, it is anticipated that the Meeting will be adjourned and the Board
of Trustees will continue to solicit shareholder votes until the new management
agreement(s) can be approved. In the event that shareholder approval is not
obtained for any Fund prior to the closing of the Acquisition, an interim
management agreement with Domino Associates, which was approved by the Board of
Trustees on ________, 2000, will take effect. Domino will serve as the advisor
pursuant to the interim agreement for 150 days or, if earlier, until a new
management agreement is approved by shareholders.

INFORMATION CONCERNING DOMINO ASSOCIATES

     Domino Associates currently serves as the adviser to each of the Carl
Domino Funds. Upon completion of the Acquisition, the current operations of
Domino Associates will be conducted, as a separate division of Northern, under
the direction of the same personnel (including portfolio managers). The general
partner of Domino Associates is Carl Domino, Inc., located at 580 Village
Boulevard, Suite 225, West Palm Beach, Florida 33409. Carl J. Domino is the sole
shareholder of Carl Domino, Inc. Mr. Domino's principal occupation is managing
partner of Domino Associates.

         Domino Associates has arrangements with several brokerage firms by
which Domino Associates obtains products that directly assist in its investment
decision making process. The brokerage firms provide these research products in
exchange for Domino Associates directing brokerage transactions, including Fund
transactions, through the broker. It is an anticipated that Northern will
continue these arrangements after the Acquisition.

INFORMATION CONCERNING NORTHERN

         Northern, located at 50 South LaSalle Street, Chicago, Illinois 60675,
is a wholly owned subsidiary of Northern Trust Corporation, also located at 50
South LaSalle Street, Chicago, Illinois 60675. Northern Trust Corporation is a
multi-bank holding company and a leading provider of personal financial services
and corporate and institutional services, including fiduciary and asset
management services. As of December 31, 1999, Northern Trust Corporation and its
affiliates administered approximately $1.5 trillion of assets, including
approximately $299 billion under investment management.

         The table below gives the name and principal occupation of each current
director and principal executive officer of Northern. The address for each
person is 50 S. LaSalle Street, Chicago, Illinois 60675.
<TABLE>
<S>                           <C>                                  <C>
NAME                            POSITION WITH NORTHERN                PRINCIPAL OCCUPATION

John R. Goodwin               Director, Managing                    Senior Vice President, The Northern Trust Co.
                              Director, Chief
                              Investment Officer

Sheila A. Penrose             Director                              President-Corporate & Institutional Services and
                                                                    Executive Vice President, Northern Trust
                                                                    Company and Northern Trust Corporation

Perry R. Pero                 Director                              Vice Chairman and
                                                                    Chief Financial Officer, The Northern
                                                                    Trust Company and Northern Trust
                                                                    Corporation

Stephen N. Potter             Director,                             Senior Vice President, The Northern Trust
                              Managing Director                     Company


James M. Snyder               Chairman, CEO, Director               Executive Vice President, The Northern
                                                                    Trust Company, and Chief Investment Officer,
                                                                    Northern Trust Corporation

Stephen B. Timbers            Director                              President-Northern Trust Global
                                                                    Investments, and Executive Vice President, The
                                                                    Northern Trust Company and Northern Trust
                                                                    Corporation

Terence J. Toth               Director                              Senior Vice President,
                                                                    The Northern Trust Company

Rick Waddell                  Director                              Executive Vice President,
                                                                    The Northern Trust Company

Jeffrey H. Wessel             President, Director                   Executive Vice President, The Northern
                                                                    Trust Company

</TABLE>

         [Northern serves as investment adviser to the Northern Funds' Small Cap
Fund, a mutual fund with assets of approximately $203 million. For its services
as investment adviser, Northern receives a fee of 0.85% of the fund's average
daily net assets. In the absence of voluntary fee waivers, such fee would be
1.20% of the fund's average daily net assets. This fee is lower than the fees
proposed under the new management agreements. However, Northern pays none of the
Small Cap Fund's ordinary operating expenses, while Northern will pay most of
the ordinary operating expenses of the Domino Funds.

         EVALUATION BY THE BOARD OF TRUSTEES.
         -----------------------------------

         The Board has determined that continuity and efficiency of portfolio
management services after the Acquisition can best be assured by approving the
new management agreements. The Board believes that the new management
agreeements will enable the Trust to continue to obtain advisory services of
high quality at costs which it deems appropriate and reasonable and that
approval of the new management agreements is in the best interests of the Trust
and the shareholders of each of the Carl Domino Funds.

         At a meeting of the Board of Trustees held on [ ], 2000, the Board,
including the Independent Trustees, evaluated the proposed acquisition of Domino
Associates by Northern. In evaluating the Acquisition, the Board, including the
Independent Trustees, requested and reviewed, with the assistance of legal
counsel, materials furnished by Domino Associates and Northern, including
financial information.

         Based on its review, the Board of Trustees believes that the terms of
the Acquisition are fair to, and in the best interests of, the Trust and each
Fund's shareholders. Accordingly, the Board of Trustees, including the
Independent Trustees, unanimously recommends approval by the shareholders of the
new management agreements. In making this recommendation, the Trustees primarily
evaluated (i) the experience, reputation, qualifications and background of
Northern's investment personnel, (ii) the nature and quality of operations and
services that Northern is expected to provide the Fund with no change in fees,
(iii) the benefits of continuity in services to be provided after the
Acquisition and (iv) the aspects of the Acquisition that would affect the
ability of Northern to retain and attract qualified personnel.

         The Trustees also gave careful consideration to factors deemed relevant
to the Trust and each Fund, including, but not limited to: (1) the performance
of each Fund since commencement of its operations; (2) the distinct investment
objective and policies of each Fund, (3) that the compensation to be paid under
the new management agreements will be the same as the rate paid under the
current management agreements; (4) that the terms of the new management
agreements are identical to the terms of the current management agreements,
except for different effective, termination and expiration dates; (5) the
financial conditions of Domino Associates and Northern; (6) the commitment of
Domino Associates to pay or reimburse the Trust for expenses incurred in
connection with the Acquisition; (7) the benefits expected to be realized as a
result of Northern's ownership of Domino Associates; and (8) other factors
deemed relevant.]

         The Board viewed as significant the representation of Northern and
Domino Associates that the same persons who are presently responsible for the
investment advisory operations of the Domino Funds will continue in such
positions following the Acquisition, that no changes in the investment adviser's
method of operation or location are expected, and that no diminution of the
scope and quality of advisory services provided to the Funds will result from
the Acquisition.

         As a result of their considerations, the Board of Trustees, including
all of the Independent Trustees, determined that the new management agreements
would be in the best interest of each Fund and its shareholders. Accordingly,
the Board of Trustees, by separate vote of the Independent Trustees and the
entire Board of Trustees, unanimously approved the new management agreements and
voted to recommend them to shareholders for approval.

    THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE DISINTERESTED TRUSTEES,
   UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED
                             MANAGEMENT AGREEMENTS

                                   PROPOSAL 2

                 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

         McCurdy & Associates CPA's, Inc. has been selected by the unanimous
vote of the Board of Trustees, including the Independent Trustees, as the
independent public accountants for the Equity Fund, Global Fund and Growth Fund
for the current fiscal year ending October 31, 2000. The employment of McCurdy &
Associates CPA's, Inc. is conditioned upon the right of each Fund, by a vote of
a majority of the Fund's outstanding shares, to terminate the employment without
any penalties. If a Fund's shareholders do not ratify the selection of McCurdy &
Associates CPA's, Inc., other certified public accountants will be considered
for selection for that Fund by the Board of Trustees.

         Representatives of McCurdy & Associates CPA's, Inc. are not expected to
be present at the meeting, although they will have an opportunity to attend and
to make a statement, if they desire to do so. If representatives of McCurdy &
Associates CPA's, Inc. are present, they will be available to respond to
appropriate questions from shareholders.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF
MCCURDY & ASSOCIATES CPA'S, INC.

                              OPERATION OF THE FUND

         The Equity Fund and the Global Fund are diversified series, and the
Growth Fund is a non-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 each Fund.
Like other mutual funds, the Trust retains various organizations to perform
specialized services. As described above, each Fund currently retains Domino
Associates, 580 Village Boulevard, Suite 225, West Palm Beach, Florida 33409 as
its investment adviser. The Trust retains AmeriPrime Financial Services, Inc.
(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 Trust retains
AmeriPrime Financial Securities, Inc., 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092 to act as the principal distributor of the Funds' shares.
The Trust retains Unified Fund Services, Inc., 431 North Pennsylvania Street,
Indianapolis, Indiana 46204 to serve as transfer agent, dividend paying agent
and shareholder services agent for the Funds.

                                    THE PROXY

         The Board of Trustees solicits proxies so that each shareholder has the
opportunity to vote on the proposals to be considered at the Meeting. A proxy
for voting your shares at the Meeting is enclosed. The shares represented by
each valid proxy received in time will be voted at the meeting as specified. If
no specification is made, the shares represented by a duly executed proxy will
be voted (i) for approval of the proposed new management agreement for each
Fund, (ii) for the ratification of the selection of McCurdy & Associates CPA's,
Inc. as each Fund's independent public accountant, and (iii) at the discretion
of the holders of the proxy, in accordance with the recommendations of the Board
of Trustees, if any, on any other matter that may come before the meeting that
the Trust did not have notice of a reasonable time prior to the mailing of this
Proxy Statement. You may revoke your proxy at any time before it is exercised by
(i) submitting a duly executed proxy bearing a later date, (ii) submitting a
written notice to the President of the Trust revoking the proxy, or (iii)
attending and voting in person at the Meeting.

                          VOTING SECURITIES AND VOTING

         The Board of Trustees fixed the close of business on [ ], 2000 as the
record date for determining the shareholders entitled to notice of and to vote
at the Meeting or any adjournment(s) thereof (the "Record Date"). There were [ ]
shares of beneficial interest of the Equity Fund, [ ] shares of beneficial
interest of the Global Fund and [ ] shares of beneficial interest of the Growth
Fund issued and outstanding as of the Record Date. Only shareholders of record
on the Record Date are entitled to vote at the Meeting. Each shareholder is
entitled to one (1) vote per share held, and fractional votes for fractional
shares held, on any matter submitted to a vote at the Meeting. The presence, in
person or by proxy, of the holders of at least a majority of the total number of
outstanding shares of a Fund is necessary to constitute a quorum for that Fund
at the Meeting.

         An affirmative vote of the holders of a majority of the outstanding
shares of a Fund is required for the approval of the proposed management
agreement for that Fund. As defined in the Investment Company Act, a vote of the
holders of a majority of the outstanding shares of a Fund means the vote of (i)
67% or more of the voting shares of the Fund present at the Meeting, if the
holders of more than 50% of the outstanding shares of the Fund are present in
person or represented by proxy, or (ii) more than 50% of the outstanding voting
shares of the Fund, whichever is less.

         [Broker non-votes and abstentions will be considered present for
purposes of determining the existence of a quorum and the number of shares of a
Fund represented at the meeting, but since they are not affirmative votes for
any proposal, they will have the same effect as a vote against the proposal.]

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth information, as of the Record Date, with
respect to each person (including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) known by the Trust
to be the beneficial owner of more than 5% of the outstanding shares of the
Equity Fund, the Global Fund or the Growth Fund.

         NAME AND ADDRESS OF                  AMOUNT                PERCENT
          BENEFICIAL OWNER               BENEFICIALLY OWNED        OF CLASS

CARL DOMINO EQUITY INCOME FUND:

CARL DOMINO GLOBAL EQUITY INCOME FUND:

CARL DOMINO GROWTH FUND:

         [As of the Record Date, each Trustee and officer of the Trust
beneficially owned less than 1% of the outstanding shares of each Fund, and all
Trustees and officers of the Trust as a group owned less than 1% of the
outstanding shares of each Fund.]

                              SHAREHOLDER PROPOSALS

         The Trust has not received any shareholder proposals to be considered
for presentation at the Meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Trust's proxy statement and proxy for a particular meeting.
Under these rules, proposals submitted for inclusion in the Trust's proxy
materials must be received by the Trust a reasonable time before the
solicitation is made. The fact that the Trust receives a shareholder proposal in
a timely manner does not insure its inclusion in its proxy materials, because
there are other requirements in the proxy rules relating to such inclusion. You
should be aware that annual meetings of shareholders are not required as long as
there is no particular requirement under the Investment Company Act which must
be met by convening such a shareholder meeting. Any shareholder proposal should
be sent to Mr. Kenneth D. Trumpfheller, Secretary, AmeriPrime Funds, 1793
Kingswood Drive, Suite 200, Southlake, Texas 76092.

                              COST OF SOLICITATION

         The Board of Trustees of the Trust is making this solicitation of
proxies. The cost of preparing and mailing this Proxy Statement, the
accompanying Notice of Special Meeting and proxy and any additional materials
relating to the meeting and the cost of soliciting proxies will be borne by
Domino Associates. In addition to solicitation by mail, Domino Associates will
request banks, brokers and other custodial nominees and fiduciaries to supply
proxy materials to the beneficial owners of shares of the funds of whom they
have knowledge, and will reimburse them for their expenses in so doing. Certain
officers, employees and agents of the Trust and Domino Associates may solicit
proxies in person or by telephone, facsimile transmission or mail, for which
they will not receive any special compensation.

                                  OTHER MATTERS

         The Trust's Board of Trustees knows of no other matters to be presented
at the Meeting other than as set forth above. If any other matters properly come
before the meeting, the holders of the proxy will vote the shares represented by
the proxy on such matters in accordance with their best judgment, in accordance
with the recommendations of the Board of Trustees, if any, and discretionary
authority to do so is included in the proxy.

                        BY ORDER OF THE BOARD OF TRUSTEES


                             Kenneth D. Trumpfheller
                             Secretary

Dated  [    ], 2000


      PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
                   ENCLOSED REPLY ENVELOPE OR FAX IT TO [ ].



<PAGE>


6

                                  EXHIBIT A

                              MANAGEMENT AGREEMENT

TO:      Northern Trust Quantitative Advisors, Inc.
         50 South LaSalle Street
         Chicago, Illinois  60675


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 Carl Domino ___________ 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 (excluding expenses which the Fund is authorized to pay
pursuant to Rule 12b-1 under the Investment Company Act of 1940, (the "1940
Act") as amended); and all other operating expenses not specifically assumed by
the Fund.

                  The Fund will pay all brokerage fees and commissions, taxes,
borrowing costs (such as (a) interest and (b) dividend expenses on securities
sold short), fees and expenses of the non-interested person trustees 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 also pay expenses which it is
authorized to pay pursuant to Rule l2b-l under the 1940 Act. 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.

         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 1.50% 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 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 1940 Act, 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 1940 Act or
the rules thereunder, neither you nor your shareholders, members, 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,
member, 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, member, 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 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 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 names
"Northern Trust Quantitative Advisors, Inc." "Northern Trust," "Carl Domino" or
any variation thereof (the "Names") belong 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 Names shall automatically cease on the thirtieth day following
the termination of this Agreement. The right to the Names may also be withdrawn
by you during the term of this Agreement upon thirty (30) days' written notice
by you to the Trust. Nothing contained herein shall impair or diminish in any
respect, your right to use the Names 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 the 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
interpretations of the 1940 Act by the Securities and Exchange Commission or its
staff) 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 INTERPRETAT10N

                  (a) This Agreement shall be governed by the laws of the State
of Ohio.

                  (b) For the purpose of this Agreement, the terms "majority of
the outstanding voting securities," "control" and "interested person" shall have
their respective meanings as defined in the 1940 Act and rules and regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under the 1940 Act; and the term "brokerage
and research services" shall have the meaning given in the Securities Exchange
Act of 1934.

                  (c) 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 1940 Act shall be resolved by reference to such term or
provision of the 1940 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 the Securities and Exchange Commission or its staff. In addition, where the
effect of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation, order or interpretation of the
Securities and Exchange Commission, or its staff, such provision shall be deemed
to incorporate the effect of such rule, regulation, order or interpretation.

         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, TX 76092, and your address for this
purpose shall be 50 South LaSalle Street, Chicago, Illinois 60675.

         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.


<PAGE>


         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:                                    By:_________________________________
   ----------------------------
[Name, Title]                              Name/Title:



Dated:                              , 1998
      ------------------------------


                                   ACCEPTANCE

         The foregoing Agreement is hereby accepted.

ATTEST:

                                  Northern Trust Quantitative Advisors, Inc.

By:                              By:_____________________________
   --------------------------

Name/Title:                      Name/Title:________________________
           ---------------


Dated:                                      , 1998
      --------------------------------------






<PAGE>




PROXY

                         CARL DOMINO EQUITY INCOME FUND
                         SPECIAL MEETING OF SHAREHOLDERS

                                    [ ], 2000

         The undersigned shareholder of Carl Domino Equity Income Fund (the
"Fund"), a series of AmeriPrime Funds (the "Trust"), hereby nominates,
constitutes and appoints Kenneth D. Trumpfheller and [ ], and each of them, the
attorney, agent and proxy of the undersigned, with full powers of substitution,
to vote all the stock of the Fund which the undersigned is entitled to vote at
the Special Meeting of Shareholders of the Fund to be held at 175 Westwood,
Southlake, Texas 76092, on [ ], 2000 at [ ] a.m. Central Standard Time and at
any and all adjournments thereof, as fully and with the same force and effect as
the undersigned might or could do if personally present as follows:

1.   APPROVAL OF NEW MANAGEMENT AGREEMENT WITH NORTHERN TRUST QUANTITATIVE
     ADVISORS, INC.

     |_| FOR           |_| AGAINST               |_| ABSTAIN

2.   RATIFICATION OF THE SELECTION OF MCCURDY & ASSOCIATES CPA'S, INC. AS THE
     FUND'S INDEPENDENT PUBLIC ACCOUNTANTS.

     |_| FOR           |_| AGAINST                |_| ABSTAIN


         THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON PROPOSALS 1 AND 2. THE
PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF
ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF
THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES, IF ANY.

________________  DATED:________, 2000      ____________________________________
(Number of Shares)                          (Please Print Your Name)

                                            ------------------------------------
                                            (Signature of Shareholder)

                                            ------------------------------------
                                            (Please Print Your Name)

                                            ------------------------------------
                                            (Signature of Shareholder)

     (Please date this proxy and sign your name as it appears on the label.
Executors, administrators, trustees, etc. should give their full titles. All
joint owners should sign.)

          THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES,
          AND MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT
          OF THE TRUST AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED
          PROXY BEARING A LATER DATE, OR BY APPEARING

                                         IN PERSON AND VOTING AT THE MEETING.

                          PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.



<PAGE>


PROXY

                      CARL DOMINO GLOBAL EQUITY INCOME FUND
                         SPECIAL MEETING OF SHAREHOLDERS

                                    [ ], 2000

         The undersigned shareholder of Carl Domino Global Equity Income Fund
(the "Fund"), a series of AmeriPrime Funds (the "Trust"), hereby nominates,
constitutes and appoints Kenneth D. Trumpfheller and [ ], and each of them, the
attorney, agent and proxy of the undersigned, with full powers of substitution,
to vote all the stock of the Fund which the undersigned is entitled to vote at
the Special Meeting of Shareholders of the Fund to be held at 175 Westwood,
Southlake, Texas 76092, on [ ], 2000 at [ ] a.m. Central Standard Time and at
any and all adjournments thereof, as fully and with the same force and effect as
the undersigned might or could do if personally present as follows:

1.   APPROVAL OF NEW MANAGEMENT AGREEMENT WITH NORTHERN TRUST QUANTITATIVE
     ADVISORS, INC.

     |_| FOR                  |_| AGAINST              |_| ABSTAIN

2.   RATIFICATION OF THE SELECTION OF MCCURDY & ASSOCIATES CPA'S, INC. AS THE
     FUND'S INDEPENDENT PUBLIC ACCOUNTANTS.

     |_| FOR                  |_| AGAINST              |_| ABSTAIN


         THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON PROPOSALS 1 AND 2. THE
PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF
ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF
THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES, IF ANY.

________________  DATED:________, 2000      ____________________________________
(Number of Shares)                          (Please Print Your Name)

                                            ------------------------------------
                                            (Signature of Shareholder)

                                            ------------------------------------
                                            (Please Print Your Name)

                                            ------------------------------------
                                            (Signature of Shareholder)

     (Please date this proxy and sign your name as it appears on the label.
Executors, administrators, trustees, etc. should give their full titles. All
joint owners should sign.)

     THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES, AND MAY
BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT OF THE TRUST AN
INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY APPEARING IN PERSON AND VOTING AT THE MEETING.

              PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.



<PAGE>


PROXY

                             CARL DOMINO GROWTH FUND
                         SPECIAL MEETING OF SHAREHOLDERS

                                    [ ], 2000

         The undersigned shareholder of Carl Domino Growth Fund (the "Fund"), a
series of AmeriPrime Funds (the "Trust"), hereby nominates, constitutes and
appoints Kenneth D. Trumpfheller and [ ], and each of them, the attorney, agent
and proxy of the undersigned, with full powers of substitution, to vote all the
stock of the Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the Fund to be held at 175 Westwood, Southlake, Texas
76092, on [ ], 2000 at [ ] a.m. Central Standard Time and at any and all
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present as follows:

1.   APPROVAL OF NEW MANAGEMENT AGREEMENT WITH NORTHERN TRUST QUANTITATIVE
     ADVISORS, INC.

    |_| FOR              |_| AGAINST            |_| ABSTAIN

2.   RATIFICATION OF THE SELECTION OF MCCURDY & ASSOCIATES CPA'S, INC. AS THE
     FUND'S INDEPENDENT PUBLIC ACCOUNTANTS.

     |_| FOR              |_| AGAINST            |_| ABSTAIN


         THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ON PROPOSALS 1 AND 2. THE
PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY
SHALL BE VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF
ANY, PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF
THE PROXY HOLDERS, IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES, IF ANY.

________________  DATED:________, 2000      ____________________________________
(Number of Shares)                          (Please Print Your Name)

                                            ------------------------------------
                                            (Signature of Shareholder)

                                            ------------------------------------
                                            (Please Print Your Name)

                                            ------------------------------------
                                            (Signature of Shareholder)

     (Please date this proxy and sign your name as it appears on the label.
Executors, administrators, trustees, etc. should give their full titles. All
joint owners should sign.)

     THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES, AND MAY
BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE PRESIDENT OF THE TRUST AN
INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR
BY APPEARING IN PERSON AND VOTING AT THE MEETING.

              PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission