AMERIPRIME FUNDS
497, 1999-02-24
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                                                               February 24, 1999

                           Corbin Small-Cap Value Fund
                Supplement to Prospectus dated February 14, 1999


American Data Services, Inc. will continue to serve as the Fund's Transfer Agent
until March 31, 1999.  Effective April 1, 1999 Unified Fund Services,  Inc., 431
N. Pennsylvania Street,  Indianapolis,  IN 46204 will take over as Fund Transfer
Agent. The telephone number for information,  shareholder  services and requests
will continue to be at (800) 924-6848.

Until April 1, 1999,  the  disclosure  under the  caption  "HOW TO INVEST IN THE
FUND" and "HOW TO REDEEM  SHARES" in the Fund's  prospectus  dated  February 14,
1999 is modified by the following information:


HOW TO INVEST IN THE FUND

     By Mail -  Initial  and  subsequent  investments  should be sent by mail or
overnight delivery to:

  Mail to:                                    Overnight to:
  Corbin Small-Cap Value Fund                 Corbin Small-Cap Value Fund
  c/o American Data Services, Inc.            c/o American Data Services, Inc.
  P.O. Box 5536                               Hauppauge Corporate Center
  Hauppauge, New York  11788-0132             150 Motor Parkway
                                              Hauppauge, New York  11788

     By Wire - Investors establishing new accounts should telephone the Transfer
     Agent at (800) 924-6848 prior to sending the bank wire.

     Shareholders  should  instruct  their  bank to  continue  to wire  funds as
follows:

     Star Bank, N.A.
     ABA #0420-0001-3
     Attn: Corbin Small-Cap Value Fund
     D.D.A. # 486479645
     Account name:__________________________________ (write in shareholder name)
     For the Account #:_______________________________ (write in account number)


HOW TO REDEEM SHARES

     By Mail - Written  request  for  redemption,  with  signatures  guaranteed,
     should be sent by mail or  overnight  delivery  to Corbin  Small-Cap  Value
     Fund, c/o American Data Services, Inc., at the address listed above.

     By Telephone - If you have completed the Redemption by Telephone portion of
     the Fund's account  application,  you may redeem shares on any business day
     the New York Stock  Exchange is open by calling the Transfer Agent at (800)
     924-6848.

                                                               February 24, 1999

                              Florida Street Funds
                Supplement to Prospectus dated February 14, 1999


American Data Services, Inc. will continue to serve as the Funds' Transfer Agent
until March 31, 1999.  Effective April 1, 1999 Unified Fund Services,  Inc., 431
N. Pennsylvania Street,  Indianapolis,  IN 46204 will take over as Fund Transfer
Agent. The telephone number for information,  shareholder  services and requests
will continue to be at (800) 890-5344.

Until April 1, 1999,  the  disclosure  under the  caption  "HOW TO INVEST IN THE
FUND" and "HOW TO REDEEM  SHARES" in the Fund's  prospectus  dated  February 14,
1999 is modified by the following information:


HOW TO INVEST IN THE FUND

     By Mail -  Initial  and  subsequent  investments  should be sent by mail or
overnight delivery to:

  Mail to:                                    Overnight to:
  Florida Street Funds                        Florida Street Funds
  c/o American Data Services, Inc.            c/o American Data Services, Inc.
  P.O. Box 5536                               Hauppauge Corporate Center
  Hauppauge, New York  11788-0132             150 Motor Parkway
                                                      Hauppauge, New York  11788

     By Wire - Investors establishing new accounts should telephone the Transfer
     Agent at (800) 890-5344 prior to sending the bank wire.

     Shareholders  should  instruct  their  bank to  continue  to wire  funds as
follows:

     Star Bank, N.A.
     ABA #0420-0001-3
     Attn: Florida Street Funds
     D.D.A. # 486447600
     Account name:__________________________________ (write in shareholder name)
     For the Account #:_______________________________ (write in account number)


HOW TO REDEEM SHARES

     By Mail - Written  request  for  redemption,  with  signatures  guaranteed,
     should be sent by mail or overnight  delivery to Florida Street Funds,  c/o
     American Data Services, Inc., at the address listed above.

     By Telephone - If you have completed the Redemption by Telephone portion of
     the Fund's account  application,  you may redeem shares on any business day
     the New York Stock  Exchange is open by calling the Transfer Agent at (800)
     890-5344.

                                                               February 24, 1999

                               Marathon Value Fund
                Supplement to Prospectus dated February 14, 1999


American Data Services, Inc. will continue to serve as the Fund's Transfer Agent
until March 31, 1999.  Effective April 1, 1999 Unified Fund Services,  Inc., 431
N. Pennsylvania Street,  Indianapolis,  IN 46204 will take over as Fund Transfer
Agent. The telephone number for information,  shareholder  services and requests
will continue to be at (800) 788-6086.

Until April 1, 1999,  the  disclosure  under the  caption  "HOW TO INVEST IN THE
FUND" and "HOW TO REDEEM  SHARES" in the Fund's  prospectus  dated  February 14,
1999 is modified by the following information:


HOW TO INVEST IN THE FUND

     By Mail -  Initial  and  subsequent  investments  should be sent by mail or
overnight delivery to:

  Mail to:                                    Overnight to:
  Marathon Value Fund                         Marathon Value Fund
  c/o American Data Services, Inc.            c/o American Data Services, Inc.
  P.O. Box 5536                               Hauppauge Corporate Center
  Hauppauge, New York  11788-0132             150 Motor Parkway
                                              Hauppauge, New York  11788

     By Wire - Investors establishing new accounts should telephone the Transfer
     Agent at (800) 788-6086 prior to sending the bank wire.

     Shareholders  should  instruct  their  bank to  continue  to wire  funds as
follows:

     Star Bank, N.A.
     ABA #0420-0001-3
     Attn: Marathon Value Fund
     D.D.A. # 488886904
     Account name:__________________________________ (write in shareholder name)
     For the Account #:_______________________________ (write in account number)


HOW TO REDEEM SHARES

     By Mail - Written  request  for  redemption,  with  signatures  guaranteed,
     should be sent by mail or overnight  delivery to Marathon  Value Fund,  c/o
     American Data Services, Inc., at the address listed above.

     By Telephone - If you have completed the Redemption by Telephone portion of
     the Fund's account  application,  you may redeem shares on any business day
     the New York Stock  Exchange is open by calling the Transfer Agent at (800)
     788-6086.


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