AMERIPRIME FUNDS
PRES14A, 2000-06-05
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                              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>


                                 GLOBALT 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 Globalt  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 a new management  agreement between the Trust (on behalf of the
     GLOBALT  Growth Fund) and GLOBALT,  Inc., the GLOBALT Growth Fund's current
     investment adviser. NO FEE INCREASE IS PROPOSED.

2.   Ratification  of the selection of McCurdy & Associates  CPA's,  Inc. as the
     independent  public  accountants for the GLOBALT 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
317-266-8756,  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.

                               GLOBALT 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  GLOBALT  Growth  Fund  (the  "Fund")  for  use at the  Special  Meeting  of
Shareholders of the Fund (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.

      Angela Z. Allen currently owns 51% of GLOBALT, Inc., the Fund's investment
adviser.  Samuel E. Allen,  her husband,  and others have agreed to purchase her
shares,  resulting  in a change  of  control  of the  adviser.  Pursuant  to 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 an assignment.  As a result,  the  shareholders  are being asked to
consider the following proposals:

      1.    Approval  of a new  management  agreement  between  the  Trust (on
      behalf of the Fund) and GLOBALT, Inc..

      2.    Ratification of the selection of McCurdy & Associates  CPA's, Inc.
      as the independent  public  accountants for the 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 FUND'S  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 FUND AT 1-877-289-4769.


<PAGE>


                                   PROPOSAL 1

                 NEW MANAGEMENT AGREEMENT WITH GLOBALT, INC.

BACKGROUND

       Angela  Z.  Allen  currently  owns 51% of the  shares  of  GLOBALT,  Inc.
Accordingly,  Angela  Allen  is  deemed a  "controlling  person"  of the  Fund's
investment adviser,  pursuant to the Investment Company Act. Samuel E. Allen has
agreed to purchase most of Angela Allen's shares. Upon this acquisition, he will
own 62.5% of GLOBALT,  Inc., and Samuel Allen will become a "controlling person"
of GLOBALT,  Inc. The  remainder of Angela  Allen's  shares will be purchased by
employees of GLOBALT, Inc.

      Under 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.  Samuel
Allen's acquisition of additional shares of GLOBALT,  Inc. constitutes a "change
in control" of GLOBALT Inc. for purposes of the Investment  Company Act and will
cause the  "assignment"  and  resulting  termination  of the present  management
agreement.

THE PRESENT MANAGEMENT AGREEMENT

      GLOBALT Inc. currently provides  investment  advisory services to the Fund
pursuant to a  management  agreement  between the Trust and  GLOBALT,  Inc.  The
agreement  requires  GLOBALT Inc. to furnish an investment  program for the Fund
and to determine  which  securities to purchase and sell and what portion of the
Fund's assets to keep uninvested.

      The  management  agreement,  dated  November 1, 1995,  was approved by the
shareholders  in 1995 upon the  formation  of the Fund.  The present  management
agreement  was 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 GLOBALT,  Inc., (the "Independent  Trustees"),  on September 22,
1999.  GLOBALT,  Inc. currently receives an advisory fee of 1.17% of the average
daily net  assets of the Fund  pursuant  to the  present  management  agreement.
During the fiscal year ended  October 31, 1999,  the Fund paid to GLOBALT,  Inc.
advisory fees of $116,771.

THE NEW MANAGEMENT AGREEMENT.
----------------------------

      The Fund will enter into a new management agreement with GLOBALT, Inc. The
terms and conditions of the new management agreement are substantially identical
in all material respects to those of the present management agreement,  with the
following exceptions:

o     For  the  new   management   agreement,   the   date  of  its   execution,
      effectiveness, and termination are changed.

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

o     The Fund's present management  agreement  requires GLOBALT,  Inc. 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 new management  agreement for the Fund
      requires  the Fund to pay its 12b-1 Plan  expenses.  This  change  would
      permit the 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 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  agreement,  GLOBALT,  Inc. will select portfolio
securities for investment by the Fund, purchase and sell securities of the Fund,
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  GLOBALT,  Inc.,  and the  investment  objective,  policies  and
restrictions of the Fund.

      GLOBALT,  Inc.  will  receive  from the Fund a fee at an annual  rate of
1.17% of the  average  value of the daily net assets of the Fund.  This is the
same fee that  GLOBALT,  Inc.  currently  receives  from  the Fund  under  the
present management agreement.

      If the new management  agreement is approved by  shareholders  of the Fund
prior to the change of control of GLOBALT,  Inc., the new  management  agreement
will  become  effective  when the  change  of  control  is  completed.  If a new
management agreement is approved by shareholders of the Fund after the change of
control,  the new management  agreement will become  effective upon  shareholder
approval. The 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  on such  approval.  The  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 Fund, or by GLOBALT,  Inc. The new management agreement
automatically terminates in the event of its assignment.

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

       The new  management  agreement for the Fund is attached as Exhibit A. You
should read the agreement.  The  description in this Proxy  Statement of the new
management agreement is only a summary.

       Samuel Allen's acquisition of additional shares of GLOBALT, Inc., and the
subsequent  change in control of  GLOBALT,  Inc. is  anticipated  to occur on or
about [ ], 2000. In the event that  shareholder  approval for the new management
agreement is not obtained by [ ], 2000, it is anticipated  that the  acquisition
will be postponed and the Meeting will be adjourned.  The Board of Trustees will
continue to solicit  shareholder  votes until the new  management  agreement  is
approved.

INFORMATION CONCERNING GLOBALT, INC.

      GLOBALT,  Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza,  Suite 225,
Atlanta,  Georgia  30305,  currently  serves as investment  adviser to the Fund.
GLOBALT, Inc. manages large capitalization equity, medium capitalization equity,
balanced and fixed income  portfolios  for a variety of  tax-exempt  and taxable
clients.  Angela  Allen  beneficially  owns 51% of GLOBALT,  Inc.  Samuel  Allen
beneficially  owns 20% of GLOBALT,  Inc.  Cumulatively,  Angela and Samuel Allen
beneficially own 71% of GLOBALT, Inc.

      The table below gives the name and  principal  occupation  of each current
director  and the  principal  executive  officers of GLOBALT,  Inc.  The mailing
address for each person is 3060 Peachtree Road, N.W., One Buckhead Plaza,  Suite
225, Atlanta,  Georgia 30305. As a result of the acquisition,  Angela Allen will
no longer serve as Chairman, or be a Director, of GLOBALT, Inc.
<TABLE>
<CAPTION>

NAME                    POSITION WITH GLOBALT, INC.         PRINCIPAL OCCUPATION

<S>                     <C>                                 <C>
Angela Z. Allen         Chairman and Director               Not employed

Samuel E. Allen         Director and                        Chief Executive Officer and
                        Chief Executive Officer             Portfolio Manager

Gary E. Fullam          Chief Investment Officer            Chief Investment Officer and
                                                            Portfolio Manager

Fredric A. Mann         Chief Financial Officer             Chief Financial Officer
                        and Chief Compliance Officer        and Chief Compliance Officer

Michelle M. Miljanich   Chief Administrative Officer        Chief Administrative Officer

Gregory S. Paulette     Senior Vice-President               Portfolio Manager

William J. Roach, Jr.   President                           Chief Operating Officer

Bennett H. Woodward     Senior Vice-President               Portfolio Manager
</TABLE>

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

      The Board has  determined  that  continuity  and  efficiency  of portfolio
management  services  after the change of control of GLOBALT,  Inc.  can best be
assured by approving the new management  agreement.  The Board believes that the
new management  agreement  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  agreement is in the best  interests of the
Trust and the shareholders of the Fund.

      At a meeting of the Board of  Trustees  held on May 24,  2000,  the Board,
including the  Independent  Trustees,  evaluated the proposed  acquisition  of a
controlling  interest  in GLOBALT,  Inc.  by Samuel  Allen.  In  evaluating  the
acquisition,  the Board,  including  the  Independent  Trustees,  requested  and
reviewed, with the assistance of legal counsel,  materials furnished by GLOBALT,
Inc., 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 the Fund's
shareholders.  Accordingly,  the Board of Trustees,  including  the  Independent
Trustees,  unanimously  recommends  approval  by the  shareholders  of  the  new
management  agreement.  In making this  recommendation,  the Trustees  primarily
evaluated:  (1) the  experience,  reputation,  qualifications  and background of
GLOBALT,  Inc.'s investment personnel;  (2) the nature and quality of operations
and services that  GLOBALT,  Inc. is expected to provide the Fund with no change
in fees;  (3) the benefits of  continuity  in services to be provided  after the
acquisition; and (4) the fact that the acquisition will not change the portfolio
managers of the Fund.

      The Trustees also gave careful consideration to factors deemed relevant to
the Trust and the Fund,  including,  but not limited to: (1) the  performance of
the Fund since  commencement  of its  operations;  (2) the  distinct  investment
objective and policies of the Fund, (3) that the  compensation  to be paid under
the new management agreement will be the same as the rate paid under the current
management  agreement;  (4) that the terms of the new  management  agreement are
substantially  identical to the terms of the current management  agreement;  (5)
the financial condition of GLOBALT, Inc.; and (6) the commitment of GLOBALT Inc.
to pay or  reimburse  the Trust for  expenses  incurred in  connection  with the
acquisition.  The Trustees took into consideration that the proposed  management
agreement  would enable the Fund to add a new class of shares without  incurring
the expense of holding an additional shareholder meeting.

      The Board viewed as significant the  representation of GLOBALT,  Inc. that
the same  persons who are  presently  responsible  for the  investment  advisory
operations  of  the  Fund  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 Fund 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 agreement would
be in the best interest of the 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  agreement  and voted to
recommend it 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 AGREEMENT

                                   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 Fund for the current fiscal year ending October 31,
2000. The employment of McCurdy & Associates CPA's, Inc. is conditioned upon the
right of the Fund, by a vote of a majority of the Fund's outstanding  shares, to
terminate the employment  without any penalties.  If the Fund's  shareholders do
not ratify the selection of McCurdy & Associates  CPA's,  Inc.,  other certified
public accountants will be considered for selection for the 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  Fund  is a  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 the Fund. Like
other  mutual  funds,  the  Trust  retains  various   organizations  to  perform
specialized  services.  As described above, the Fund currently  retains GLOBALT,
Inc., 3060 Peachtree Road, N.W., One Buckhead Plaza, Suite 225, Atlanta, Georgia
30305  as  its  investment  adviser.  The  Trust  retains  AmeriPrime  Financial
Services,  Inc., 1793 Kingswood  Drive,  Suite 200,  Southlake,  Texas 76092, to
manage the Fund's  business  affairs and  provide  the 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 Fund's  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 Fund.

                                    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 (1) for approval of the proposed new management agreement for the Fund,
(2) for the ratification of the selection of McCurdy & Associates CPA's, Inc. as
the Fund's  independent  public  accountant,  and (3) 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
(1)  submitting a duly  executed  proxy bearing a later date,  (2)  submitting a
written  notice  to the  President  of the  Trust  revoking  the  proxy,  or (3)
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 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 the Fund is necessary to
constitute a quorum for the Fund at the Meeting.

      An affirmative vote of the holders of a majority of the outstanding shares
of the Fund is required for the approval of the  proposed  management  agreement
for the 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 (1) 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 (2) more than 50% of the  outstanding  voting shares of
the Fund,  whichever is less. The  affirmative  vote of a simple majority of the
voted  shares of the Fund is  required  to ratify  the  selection  of  McCurdy &
Associates CPA's, Inc. for the Fund.

      Broker non-votes and abstentions  will be considered  present for purposes
of  determining  the  existence of a quorum and the number of shares of the Fund
represented at the meeting, but they are not affirmative votes for any proposal.
As a result,  with  respect to approval of the  proposed  management  agreement,
non-votes  and  abstentions  will  have the same  effect as a vote  against  the
proposal  because the  required  vote is a percentage  of the shares  present or
outstanding.  However,  with  respect to the  ratification  of the  selection of
McCurdy & Associates  CPA's,  Inc.,  they will have no effect on its approval or
disapproval because approval requires a majority of voted shares.

               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
Fund.

      NAME AND ADDRESS OF                     AMOUNT OF SHARES           PERCENT

       BENEFICIAL OWNER                      BENEFICIALLY OWNED          OF FUND
       ----------------                      ------------------          -------
[          ]                               [           ]                 [ %]
[          ]                               [           ]                 [ %]
[          ]                               [           ]                 [ %]
[          ]                               [           ]                 [ %]
[          ]                               [           ]                 [ %]
[          ]                               [           ]                 [ %]



      [As of the Record Date, each Trustee and officer of the Trust beneficially
owned less than 1% of the  outstanding  shares of the Fund, and all Trustees and
officers of the Trust as a group owned less than 1% of the outstanding shares of
the 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  within 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 GLOBALT,  Inc. In
addition to solicitation by mail, GLOBALT,  Inc. will request banks, brokers and
other  custodial  nominees  and  fiduciaries  to supply  proxy  materials to the
beneficial  owners of shares of the Fund of whom they have  knowledge,  and will
reimburse them for their expenses in so doing.  Certain officers,  employees and
agents  of the Trust and  GLOBALT,  Inc.  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 317-266-8756.


<PAGE>

                              MANAGEMENT AGREEMENT

TO:   GLOBALT, Inc.
      3060 Peachtree Road, N.W.
      One Buckhead Plaza, Suite 225
      Atlanta, Georgia  30305

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 GLOBALT Growth 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,  as amended
(the"1940 Act")); 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 12b-1  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 1.17% 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.

            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 name "GLOBALT"
or any  variation  thereof  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 name "GLOBALT" shall  automatically cease on the ninetieth day following the
termination  of this  Agreement.  The right to the name may also be withdrawn by
you during the term of this  Agreement  upon ninety (90) days' written notice by
you to the Trust.  Nothing  contained  herein  shall  impair or  diminish in any
respect,  your right to use the name  "GLOBALT" 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 this name.

      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 INTERPRETATION
            ---------------------------

          (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 3060 Peachtree Road, N.W., One Buckhead Plaza,  Suite 225,  Atlanta,  Georgia
30305.

      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.

      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.


<PAGE>



            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                                Kenneth D. Trumpfheller, President

                                          Dated: ___________, 2000

                                  ACCEPTANCE

      The foregoing Agreement is hereby accepted.

ATTEST:

                                          GLOBALT, Inc.

By: ______________________________        By: ______________________________
Name/Title                                Name/Title

                                          Dated: ___________, 2000








PROXY

                                 GLOBALT GROWTH FUND
                           SPECIAL MEETING OF SHAREHOLDERS

                               [               ], 2000

      The  undersigned  shareholder of the GLOBALT  Growth Fund (the "Fund"),  a
series of AmeriPrime  Funds (the "Trust"),  hereby  nominates,  constitutes  and
appoints Kenneth D.  Trumpfheller  and Robert A. Chopyak,  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 GLOBALT, 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.






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