AMERIPRIME ADVISORS TRUST
485APOS, EX-99.23.A, 2000-08-23
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                  AMERIPRIME ADVISORS TRUST AMENDMENT NO. 3

                       AGREEMENT AND DECLARATION OF TRUST

      1. Pursuant to Section 4.1 of the Agreement  and  Declaration  of Trust of
AmeriPrime  Advisors Trust and effective  upon  execution of this document,  the
undersigned,  being a majority of the  trustees of  AmeriPrime  Advisors  Trust,
hereby  establish  three new  series of shares of the Trust and  designate  such
series the "Cloud, Neff Capital Appreciation Fund", "Paragon Dynamic Hedge Fund"
and "Paragon  Uncorrelated Return Fund" (the "Series").  The relative rights and
preferences  of each series shall be those rights and  preferences  set forth in
Section 4.2 of the Agreement  and  Declaration  of Trust of AmeriPrime  Advisors
Trust.

      2. Pursuant to Sections 4.1 and 7.3 of the Agreement  and  Declaration  of
Trust of  AmeriPrime  Advisors  Trust and  effective  upon the execution of this
document,  the  undersigned,  being a majority  of the  trustees  of  AmeriPrime
Advisors  Trust,  hereby  change the name of the "Enhans RT SPDR Fund" series to
the "Enhans RT 500 Fund" and the "Enhans RT Sector  Fund"  series to the "Enhans
Master  Investor  Fund." The relative rights and preferences of the Series shall
be those rights and  preferences  set forth in Section 4.2 of the  Agreement and
Declaration of Trust of AmeriPrime Advisors Trust.

      3. This document  shall have the status of an Amendment to said  Agreement
and Declaration of Trust, and may be executed in one or more counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

      Date: 4/10/2000                                 /S/
            ------------                  ------------------------------
                                          Kenneth D. Trumpfheller

      Date: 4/10/2000                                 /S/
            ------------                  ------------------------------
                                          Richard J. Wright

      Date: 4-10-00                                   /S/
            ------------------            ------------------------------
                                          Mark W. Muller













<PAGE>




                   AMERIPRIME ADVISORS TRUST AMENDMENT NO. 4

                       AGREEMENT AND DECLARATION OF TRUST

      1. Pursuant to Section 4.1 of the Agreement  and  Declaration  of Trust of
AmeriPrime  Advisors Trust and effective  upon  execution of this document,  the
undersigned,  being a majority of the  trustees of  AmeriPrime  Advisors  Trust,
hereby  establish  four new  series of shares  of the Trust and  designate  such
series  the  "Master  High  Yield  Income  Fund",   "MutualMinds.com   Investors
Diversified  Growth  Fund",   "MutualMinds.com   Small  Cap  Growth  Fund",  and
"MutualMinds.com  New Economy  Fund" (the  "Series").  The  relative  rights and
preferences  of each series shall be those rights and  preferences  set forth in
Section 4.2 of the Agreement  and  Declaration  of Trust of AmeriPrime  Advisors
Trust.

      2. This document  shall have the status of an Amendment to said  Agreement
and Declaration of Trust, and may be executed in one or more counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                                                      /S/
                                          ------------------------------
                                          Kenneth D. Trumpfheller

                                                      /S/
                                          ------------------------------
                                          Richard J. Wright

                                                      /S/
                                          ------------------------------
                                          Mark W. Muller



















<PAGE>


                  AMERIPRIME ADVISORS TRUST AMENDMENT NO. 5

                       AGREEMENT AND DECLARATION OF TRUST

      1. Pursuant to Sections 4.1 and 7.3 of the Agreement  and  Declaration  of
Trust of  AmeriPrime  Advisors  Trust and  effective  upon the execution of this
document,  the  undersigned,  being a majority  of the  Trustees  of  AmeriPrime
Advisors  Trust,  hereby  change the name of the  "Paragon  Dynamic  Hedge Fund"
series to the "Paragon Strategic Ascent Fund" and "Paragon  Uncorrelated  Return
Fund" series to the "Paragon  Dynamic  Fortress  Fund".  The relative rights and
preferences  of the Series  shall be those rights and  preferences  set forth in
Section 4.2 of the Agreement  and  Declaration  of Trust of AmeriPrime  Advisors
Trust.

      2. This document  shall have the status of an Amendment to said  Agreement
and Declaration of Trust, and may be executed in one or more counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

Date:       6/22/2000                                 /S/
      ------------------                  ------------------------------
                                          Kenneth D. Trumpfheller



Date:       6/22/2000                                 /S/
      ------------------                  ------------------------------
                                          Richard J. Wright



Date: 6/22/2000                                 /S/
     -------------                        ------------------------------
                                          Mark W. Muller





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