AMERIPRIME FUNDS
497, 1999-04-05
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                                                                   April 5, 1999

                               Marathon Value Fund
                  Supplement to Prospectus dated March 19, 1999


American Data Services, Inc. will continue to serve as the Fund's Transfer Agent
until April 30, 1999. Effective May 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 March 19, 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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