AMERIPRIME FUNDS
497, 1999-03-15
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                                                                MARCH 15, 1999

                        AIT VISION U.S. EQUITY PORTFOLIO
                          SUPPLEMENT TO THE PROSPECTUS
                             DATED FEBRUARY 14, 1999


The Board of Trustees has determined to redeem all outstanding shares of the AIT
Vision U.S. Equity Portfolio,  effective March 30, 1999,  because its small size
has made it difficult to manage its portfolio effectively. The Fund is no longer
pursuing its  investment  objective.  All common stock in the Fund portfolio has
been sold, and the proceeds will be invested in money market  instruments of the
types  described under  "Investment  Objectives and Policies" in the Prospectus.
Any capital gains will be distributed as soon as practicable to shareholders and
reinvested  in additional  shares,  unless you have  requested  payment in cash.
Prior to March  30,  1999 you may  redeem  your  account,  including  reinvested
distributions,  in  accordance  with "How to Redeem  Shares" in the  Prospectus.
Please call the Transfer Agent at 1-800-507-9922 for more information.



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                                                                 MARCH 15, 1999
                             NEWCAP CONTRARIAN FUND
                          SUPPLEMENT TO THE PROSPECTUS
                             DATED FEBRUARY 14, 1999


The Board of Trustees has  determined  to redeem all  outstanding  shares of the
NewCap  Contrarian  Fund,  effective March 30, 1999,  because its small size has
made it impossible to manage its  portfolio  effectively.  The Fund is no longer
pursuing its  investment  objective.  All common stock in the Fund portfolio has
been sold, and the proceeds will be invested in money market  instruments of the
types  described under  "Investment  Objectives and Policies" in the Prospectus.
Any capital gains will be distributed as soon as practicable to shareholders and
reinvested  in additional  shares,  unless you have  requested  payment in cash.
Prior to March  30,  1999 you may  redeem  your  account,  including  reinvested
distributions,  in  accordance  with "How to Redeem  Shares" in the  Prospectus.
Please call the Transfer Agent at 1-800-507-9922 for more information.



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