AMERIPRIME FUNDS
497, 1999-04-01
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                         SUPPLEMENT DATED MARCH 31, 1999
                        TO PROSPECTUS DATED MARCH 1, 1999

                        MARTIN CAPITAL OPPORTUNITY FUNDS


         UNTIL FURTHER NOTICE, ONLY THE MARTIN CAPITAL U.S.  OPPORTUNITY FUND IS
AVAILABLE FOR PURCHASE.


This  Supplement,  and the Prospectus dated March 1, 1999,  contain  information
that you should  know  before  investing  in a Fund and should be  retained  for
future  reference.  Additional  information  is  included  in the  Statement  of
Additional  Information  dated  March 1,  1999,  which has been  filed  with the
Securities and Exchange Commission and is incorporated  herein by reference.  It
is available upon request and without charge by calling 888-336-9757.



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