THE JUMPER STRATEGIC ADVANTAGE FUND

                       STATEMENT OF ADDITIONAL INFORMATION

                                 March 15, 1999



     This Statement of Additional Information is not a prospectus.  It should be
read in conjunction with the Prospectus of The Jumper  Strategic  Advantage Fund
dated July 15, 1998 and the supplement to the Prospectus dated March 15, 1999. A
copy of the  Prospectus  and  supplement  can be obtained by writing he Transfer
Agent at 431 North  Pennsylvania  Street,  Indianapolis,  Indiana  46204,  or by
calling 1-888-879-5723.


                       STATEMENT OF ADDITIONAL INFORMATION



TABLE OF CONTENTS                                                           PAGE

Description Of  The Trust......................................................3
Additional Information About Fund Investments And Risk Considerations..........3
Market Neutral Investment Strategies ..........................................5
Strategic Transactions.........................................................5
 Investment Limitations .......................................................8
The Investment Advisor ........................................................9
Trustees And Officers.........................................................11
Portfolio Transactions And Brokerage..........................................11
Determination Of Share Price..................................................12
Investment Performance........................................................13
Custodian.....................................................................13
Transfer Agent................................................................14
Accountants...................................................................14
Distributor ..................................................................14
Financial Statements..........................................................14


                            DESCRIPTION OF THE TRUST

     The Jumper Strategic  Advantage Fund (the "Fund") was organized as a series
of AmeriPrime Funds (the "Trust").  The Trust is an open-end  investment company
established  under the laws of Ohio by an  Agreement  and  Declaration  of Trust
dated August 8, 1995 (the "Trust  Agreement").  The Trust Agreement  permits the
Trustees  to issue an  unlimited  number  of shares of  beneficial  interest  of
separate  series  without  par  value.  The  Fund is one of a  series  of  funds
currently authorized by the Trustees.

     Each share of a series  represents an equal  proportionate  interest in the
assets and  liabilities  belonging  to that series with each other share of that
series  and is  entitled  to such  dividends  and  distributions  out of  income
belonging to the series as are declared by the Trustees.  The shares do not have
cumulative  voting  rights  or any  preemptive  or  conversion  rights,  and the
Trustees have the authority from time to time to divide or combine the shares of
any series  into a greater or lesser  number of shares of that series so long as
the proportionate beneficial interest in the assets belonging to that series and
the rights of shares of any other series are in no way affected.  In case of any
liquidation  of a series,  the holders of shares of the series being  liquidated
will be entitled to receive as a class a distribution out of the assets,  net of
the liabilities,  belonging to that series.  Expenses attributable to any series
are  borne by that  series.  Any  general  expenses  of the  Trust  not  readily
identifiable  as belonging to a particular  series are allocated by or under the
direction of the  Trustees in such manner as the  Trustees  determine to be fair
and equitable. No shareholder is liable to further calls or to assessment by the
Trust without his or her express consent.

     As of March 15, 1999 the  following  persons may be deemed to  beneficially
own 5% or more of the Fund: Sun Trust Bank, Custodian for a foundation, P.O. Box
105870,  Atlanta , Georgia 30348, 92. 66%; Tennessee  Aquarium,  P.O. Box 11048,
Chattanooga,  Tennessee, 37401, 7.34%. As a result, Sun Trust Bank may be deemed
to control the Fund. The officers and Trustees as a group beneficially owned, as
of March 15, 1999, less than 1% of the Fund.

     Upon sixty days prior  written  notice to  shareholders,  the Fund may make
redemption  payments in whole or in part in securities or other  property if the
Trustees determine that existing conditions make cash payments undesirable.  For
other information  concerning the purchase and redemption of shares of the Fund,
see "How to  Invest  in the  Fund"  and "How to  Redeem  Shares"  in the  Fund's
Prospectus.  For a description  of the methods used to determine the share price
and value of the Fund's  assets,  see "Share  Price  Calculation"  in the Fund's
Prospectus.

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS

     This section contains a more detailed discussion of some of the investments
the Fund may make and some of the  techniques  it may use, as  described  in the
Prospectus.
          A. Illiquid Securities.  The Fund will not invest more than 15% of its
net assets in illiquid  securities.  Securities may be illiquid because they are
unlisted, subject to legal restrictions on resale or due to other factors which,
in the adviser's  opinion,  raise a question  concerning  the fund's  ability to
liquidate the securities in a timely and orderly way without  substantial  loss.
Underlying funds and over-the-counter options are frequently illiquid.  Illiquid
securities may also present difficult valuation issues.
         B. Pricing of Portfolio  Securities.  There is no active market for the
securities  of  underlying  funds which the Fund  invests in.  Underlying  funds
typically value, and stand ready to redeem,  their securities based upon current
net asset value,  which they provide to shareholders  on a periodic  basis.  The
Board of Trustees  has  approved  procedures  whereby the Fund's  investment  in
securities  for which market  quotations  are not readily  available  (including
securities  issued by underlying funds) may be established in good faith at fair
value on a daily basis. The procedures provide that the fair value of securities
issued by  underlying  funds is determined  based upon current  estimates of net
asset value  provided to the Fund by the  underlying  funds.  While the Fund has
adopted pricing  procedures which address these pricing issues,  there can be no
guarantee that such  securities are accurately  valued on a daily basis when the
Fund determines its net asset value per share.
         C.  Legal   Investment   Limitations   on   Investments  in  Underlying
Securities.  Like all mutual funds publicly sold in the United States,  the Fund
is subject to investment  limitations  imposed by the Investment  Company Act of
1940 ("1940 Act"). Section 12(d)(1) of the 1940 Act limits the Fund's ability to
invest in other investment  companies,  including  underlying funds. In general,
sub-section  (A)  prohibits  the Fund  from:  (1)purchasing  more than 3% of the
voting stock of an investment  company:  (2)investing more than 5% of the Fund's
total assets in an investment  company;  or (3)  investing  more than 10% of the
Fund's  total  assets in all  investment  companies  combined.  Sub-section  (F)
provides an exception from the  prohibitions  established in sub-section (A) if:
(1)  the  Fund  does  not  own  more  than 3% of the  outstanding  stock  of any
investment company;  (2) the Fund does not impose a sales load of more than 1.5%
(the Fund is only sold on a no-load basis); and (3)the investment  companies are
not required to redeem more than 1% of their  outstanding  shares  within any 30
day period.  This discussion  provides only a summary of section 12(d)(1) of the
1940 Act.
         D.  Repurchase  Agreements.  A  repurchase  agreement  is a  short-term
investment in which the purchaser (i.e., the Fund) acquires  ownership of a U.S.
Government  obligation  (which may be of any  maturity) and the seller agrees to
repurchase the obligation at a future time at a set price,  thereby  determining
the yield during the  purchaser's  holding  period  (usually not more than seven
days from the date of purchase).  Any  repurchase  transaction in which the Fund
engages will require full  collateralization  of the seller's  obligation during
the entire term of the  repurchase  agreement.  In the event of a bankruptcy  or
other  default  of  the  seller,  the  Fund  could  experience  both  delays  in
liquidating  the  underlying  security  and losses in value.  However,  the Fund
intends to enter into repurchase agreements only with the Custodian, other banks
with assets of $1 billion or more and registered  securities  dealers determined
by the Advisor (subject to review by the Board of Trustees) to be credit worthy.
The Advisor monitors the  creditworthiness  of the banks and securities  dealers
with which the Fund engages in repurchase transactions.
         E. Reverse Repurchase Agreements. Reverse repurchase agreements involve
sales of portfolio securities by the Fund to member banks of the Federal Reserve
System or recognized  securities dealers,  concurrently with an agreement by the
Fund to repurchase the same  securities at a later date at a fixed price,  which
is generally  equal to the original sale price plus  interest.  The Fund retains
record ownership and the right to receive interest and principal payments on the
portfolio security involved. The Fund's objective in such a transaction would be
to obtain funds to pursue additional investment  opportunities whose yield would
exceed the cost of the reverse  repurchase  transaction.  Generally,  the use of
reverse  repurchase  agreements  should reduce  portfolio  turnover and increase
yield.  In  connection  with each reverse  repurchase  agreement,  the Fund will
direct its Custodian to place cash or U.S. government  obligations in a separate
account in an amount equal to the repurchase  price.  In the event of bankruptcy
or other  default by the  purchaser,  the Fund could  experience  both delays in
repurchasing the portfolio securities and losses.
         F.  Borrowing  and   Leveraging.   The  Fund  may  have  to  deal  with
unpredictable  cash flows as  shareholders  purchase  and redeem  shares.  Under
adverse  conditions,  the Fund might have to sell portfolio  securities to raise
cash to pay for redemptions at a time when investment  considerations  would not
favor  such  sales.  In  addition,  frequent  purchases  and sales of  portfolio
securities  tend to decrease the Funds'  performance  by increasing  transaction
expenses.

     The Fund may deal with unpredictable cash flows by borrowing money. Through
such borrowings the Fund may avoid selling portfolio securities to raise cash to
pay for  redemptions at a time when  investment  considerations  would not favor
such  sales.  In  addition,  the Fund's  performance  may be  improved  due to a
decrease in the number of portfolio  transactions.  After  borrowing  money,  if
subsequent  shareholder  purchases do not provide  sufficient  cash to repay the
borrowed  monies,  the Fund will  liquidate  portfolio  securities in an orderly
manner to repay the borrowed monies.

     To the extent that a Fund borrows money prior to selling securities,  or if
the Fund  borrows  money for the  purpose  of  purchasing  additional  portfolio
securities,  the Fund  would be  leveraged  such that the  Fund's net assets may
appreciate or depreciate in value more than an unleveraged  portfolio of similar
securities. Since substantially all of the Fund's assets will fluctuate in value
and whereas the interest  obligations on borrowings may be fixed,  the net asset
value per share of the Fund will increase more when the Fund's  portfolio assets
increase in value and decrease more when the Fund's portfolio assets decrease in
value than would otherwise be the case.  Moreover,  interest costs on borrowings
may fluctuate with changing market rates of interest and may partially offset or
exceed the returns which the Funds earn on portfolio  securities.  Under adverse
conditions,  the  Funds  might be forced to sell  portfolio  securities  to meet
interest or  principal  payments at a time when market  conditions  would not be
conducive to favorable selling prices for the securities.

                      MARKET NEUTRAL INVESTMENT STRATEGIES

     To implement  market neutral  investment  strategies,  managers  attempt to
purchase a portfolio  of  undervalued  securities  and short sell a portfolio of
overvalued   securities  with  similar   investment   characteristics.   Factors
considered when balancing a market neutral  portfolio include market sectors and
market  capitalization of equity securities,  and cash flow, credit quality, and
duration of fixed  income  securities.  Market  neutral  strategies  may involve
purchasing and selling call and put options on either an individual  security or
an index.  In some  cases,  futures and options on futures may be used to effect
the desired risk/reward ratio. Market neutral investing does not depend upon any
particular  market direction or favorable  general economic  conditions and thus
may be  profitable  during all economic  cycles,  including  periods of economic
uncertainty and declining financial markets.

                             STRATEGIC TRANSACTIONS

     The Fund, or the underlying  funds,  may purchase and sell  exchange-listed
and over-the-counter put and call options on securities, equity and fixed-income
indices and other financial instruments, and purchase and sell financial futures
contracts and options thereon (collectively, all the above are called "Strategic
Transactions").  The Fund may engage in Strategic  Transaction for hedging, risk
management,  portfolio  management,  or  speculation,  and it will  comply  with
applicable   regulatory   requirements  when   implementing   these  strategies,
techniques and instruments.

     Strategic  Transactions  may be  used to  attempt  (1) to  protect  against
possible  changes in the market value of  securities  held in or to be purchased
for  a  Fund's   portfolio   resulting  from  securities   markets  or  currency
exchangerate fluctuations, (2) to protect a Fund's unrealized gains in the value
of its portfolio  securities,  (3) to facilitate the sale of such securities for
investment  purposes,  (4) to manage the  effective  maturity  or  duration of a
Fund's  portfolio,  (5) to establish a position in the derivatives  markets as a
temporary substitute for purchasing or selling particular securities,  (6) or to
gain  additional  market  exposure  and/or  leverage  in an  attempt  to enhance
investment  returns.  The Fund's  ability to  successfully  use these  Strategic
Transactions  will depend upon the Advisor's ability to predict pertinent market
movements,  and cannot be  assured.  Engaging  in  Strategic  Transactions  will
increase  transaction  expenses  and  may  result  in a loss  that  exceeds  the
principal invested in the transactions.

     Strategic  Transactions  have risk associated with them including  possible
default by the other party to the  transaction,  illiquidity  and, to the extent
the Advisor's  view as to certain market  movements is incorrect,  the risk that
the use of such  Strategic  Transactions  could result in losses greater than if
they had not been used.  Use of put and call options may result in losses to the
Fund.  For  example,  selling  call  options  may  force  the sale of  portfolio
securities at inopportune  times or for lower prices than current market values.
Selling  call  options  may also  limit the  amount of  appreciation  a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of currency  transactions can result in a Fund incurring losses as
a result of a number of factors  including the imposition of exchange  controls,
suspension  of  settlements,  or the inability to deliver or receive a specified
currency.  The use of options and futures  transactions  entails  certain  other
risks. In particular, the variable degree of correlation between price movements
of futures contracts and price movements in the related portfolio  position of a
Fund  creates  the  possibility  that losses on the  hedging  instrument  may be
greater than gains in the value of a Fund's position.  In addition,  futures and
option   markets   may  not  be  liquid  in  all   circumstances   and   certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction,  and substantial losses might
be incurred.  However,  the use of futures and options  transactions for hedging
should  tend to  minimize  the risk of loss due to a  decline  in the value of a
hedged  position.  At the same time they tend to limit any  potential  gain that
might  result  from an increase in value of such  position.  Finally,  the daily
variation  margin  requirement  for futures  contracts would create a greater on
going  potential  financial  risk than would  purchases  of  options,  where the
exposure is limited to the cost of the initial  premium.  Losses  resulting from
the use of Strategic  Transactions  would  reduce net asset value,  and possibly
income,  and such losses can be greater than if the Strategic  Transactions  had
not been used.

     The Fund's activities  involving  Strategic  Transactions may be limited by
the requirements of Subchapter M of the Internal Revenue Code for  qualification
as a regulated investment company.

     Put and Call  Options.  The Fund may purchase and sell (issue) both put and
call  options.  The Fund may  also  enter  into  transactions  to close  out its
investment in any put or call  options.  A put option gives the purchaser of the
option,  upon  payment  of a premium,  the right to sell,  and the issuer of the
option the obligation to buy the underlying security, commodity, index, currency
or other instrument at the exercise price. For instance,  the Fund's purchase of
a put option on a security  might be  designed  to protect  its  holdings in the
underlying  instrument  (or,  in some  cases,  a similar  instrument)  against a
substantial  decline  in the  market  value by giving the Fund the right to sell
such instrument at the option  exercise price. A call option,  upon payment of a
premium,  gives the purchaser of the option the right to buy, and the issuer the
obligation to sell, the underling  instrument at the exercise price.  The Fund's
purchase of a call option on a security,  financial  future,  index  currency or
other  instrument  might be intended to protect the Fund  against an increase in
the price of the underlying instrument that it intends to purchase in the future
by fixing  the price at which it may  purchase  such  instrument.  An  "American
style" put or call option may be exercised at any time during the option  period
while  a  "European  style"  put or  call  option  may be  exercised  only  upon
expiration or during a fixed period prior thereto.

     The Fund is authorized to purchase and sell both  exchange  listed  options
and over-the-counter options ("OTC options"). Exchange listed options are issued
by a regulated  intermediary  such as the Options  Clearing  Corporation("OCC"),
which  guarantees  the  performance  of the  obligations  of the parties to such
options. OTC options are purchased from or sold to securities dealers, financial
institutions or other parties,  ("Counterparty(ies)"),  through direct bilateral
agreement with the Counter party. In contrast to exchange listed options,  which
generally have standardized terms and performance mechanics, all the terms of an
OTC option are set by negotiation of the parties. Unless the parties provide for
it, there is no central clearing or guaranty function in an OTC option.

     The Fund's  ability to close out its position as a purchaser or seller of a
put or call option is dependent,  in part,  upon the liquidity of the market for
that particular option.  Exchange listed options,  because they are standardized
and not subject to Counterparty  credit risk, are generally more liquid than OTC
options.  There  can be no  guarantee  that a Fund  will be able to close out an
option  position,  whether  in  exchange  listed  options or OTC  options,  when
desired.  An inability to close out its options  positions may reduce the Fund's
anticipated profits or increase its losses.

     If the  Counterparty to an OTC option fails to make or take delivery of the
security,  currency or other instrument  underlying an OTC option it has entered
into with a Fund, or fails to make a cash  settlement  payment due in accordance
with the  terms of that  option,  a Fund  may lose any  premium  it paid for the
option as well as any anticipated benefit of the transaction.  Accordingly,  the
Advisor  must  assess  the  creditworthiness  of each such  Counterparty  or any
guarantor or credit  enhancement of the  Counterparty's  credit to determine the
likelihood that the terms of the OTC option will be satisfied.

     The Fund will realize a loss equal to all or a part of the premium paid for
an option if the price of the underlying security, commodity, index, currency or
other  instrument  security  decreases  or does not  increase  by more  than the
premium  (in the  case of a call  option),  or if the  price  of the  underlying
security,  commodity,  index, currency or other instrument increases or does not
decrease by more than the premium (in the case of a put option). A Fund will not
purchase any option if,  immediately  thereafter,  the aggregate market value of
all  outstanding  options  purchased  by the Fund would  exceed 5% of the Fund's
total assets.

     If the Fund  sells  (i.e.,  issues)  a call  option,  the  premium  that it
receives  may serve as a partial  hedge,  to the extent of the  option  premium,
against a decrease in the value of the  underlying  securities or instruments in
its  portfolio,  or may  increase  the Fund's  income.  If the Fund sells (i.e.,
issues) a put option,  the premium that it receives may serve to reduce the cost
of purchasing the underlying  security,  to the extent of the option premium, or
may  increase  the Fund's  capital  gains.  All options sold by the Fund must be
"covered"  (i.e.,  the Fund must either be long (when  selling a call option) or
short (when selling a put option), the securities or futures contract subject to
the calls or must meet the asset  segregation  requirements  described  below as
long as the option is  outstanding.  Even though a Fund will  receive the option
premium to help protect it against loss or reduce its cost basis, an option sold
by the Fund  exposes the Fund  during the term of the option to  possible  loss.
When selling a call,  the Fund is exposed to the loss of  opportunity to realize
appreciation in the market price of the underlying  security or instrument,  and
the  transaction  may require the Fund to hold a security or instrument  that it
might  otherwise  have  sold.  When  selling a put,  the Fund is  exposed to the
possibility  of being  required  to pay greater  than  current  market  value to
purchase the underlying  security,  and the  transaction may require the Fund to
maintain a short  position in a security or  instrument  it might  otherwise not
have maintained.

     Futures  Contracts.  The Fund may enter into financial futures contracts or
purchase  or sell  put and  call  options  on such  futures  as a hedge  against
anticipated  interest  rate,  currency or equity  market  changes,  for duration
management and for risk management  purposes.  Futures are generally  bought and
sold on the  commodities  exchange  where  they are  listed  with  payment of an
initial  variation  margin as described  below.  The sale of a futures  contract
creates a firm  obligation  by a Fund,  as  seller,  to deliver to the buyer the
specific type of financial  instrument  called for in the contract at a specific
future  time for a  specified  price  (or,  with  respect to index  futures  and
Eurodollar instruments,  the net cash amount).  Options on futures contracts are
similar to options on  securities  except  that an option on a futures  contract
gives  the  purchaser  the  right in  return  for the  premium  paid to assume a
position  in a  futures  contract  and  obligates  the  seller to  deliver  such
position.

     The Fund's use of financial  futures and options  thereon will in all cases
be consistent  with  applicable  regulatory  requirements  and in particular the
rules and  regulations  of the CFTC and will be entered  into only for  bonafide
hedging,  risk  management  (including  duration  management) or other portfolio
management  purposes.  Typically,  maintaining a futures  contract or selling an
option  thereon  requires a Fund to deposit  with a  financial  intermediary  as
security for its obligations an amount of cash or other specified assets(initial
margin) that initially is typically 1% to 10% of the face amount of the contract
(but may be higher in some  circumstances).  Additional cash or assets(variation
margin)  may be  required  to be  deposited  thereafter  on a daily basis as the
marked-to-market value of the contract fluctuates.  The purchase of an option on
financial  futures  involves  payment of a premium  for the option  without  any
further  obligation on the part of the purchaser.  If a Fund exercises an option
on a  futures  contract,  it  will be  obligated  to post  initial  margin  (and
potentially subsequent variation margin) for the resulting futures position just
as it would for any futures position.  Futures contracts and options thereon are
generally settled by entering into an offsetting  transaction,  but there can be
no  assurance  that  the  position  can  be  offset,  before  settlement,  at an
advantageous price, nor that delivery will occur.

     The Fund will not enter into a futures  contract  or related  option(except
for closing transactions) if, immediately  afterwards,  the sum of the amount of
its initial  margin and premiums on open futures  contracts and options  thereon
would exceed 5% of the Fund's total assets (taken at current value).However,  in
the case of an option  that is  in-the-money  at the time of the  purchase,  the
in-the-money  amount may be  excluded  in  calculating  the 5%  limitation.  The
segregation  requirements  with respect to futures contracts and options thereon
are described below.

     Use of Segregated and Other Special Accounts.  Many Strategic Transactions,
in addition to other  requirements,  require that the Fund segregate liquid high
grade assets with its  custodian to the extent that the Fund's  obligations  are
not otherwise "covered" through ownership of the underlying security,  financial
instrument  or  currency.  The  Fund  may  place  up to  100% of its  assets  in
segregated accounts. In general, either the full amount of any obligation of the
Fund to pay or deliver  securities or assets must be covered at all times by the
securities,  instruments or currency required to be delivered, or subject to any
regulatory restrictions,  an amount of cash or liquid high grade debt securities
at least equal to the current amount of the obligation must either be identified
as being restricted in the Fund's accounting records or physically segregated in
a separate  account at that Fund's  custodian.  The segregated  assets cannot be
sold or transferred  unless  equivalent assets are substituted in their place or
it is no longer  necessary to segregate them. For the purpose of determining the
adequacy of the liquid securities that have been restricted, the securities will
be  valued  at  market  or fair  value.  If the  market  or fair  value  of such
securities declines,  additional cash or liquid securities will be restricted on
a daily  basis so that the value of the  restricted  cash or liquid  securities,
when added to the amount deposited with the broker as margin,  equals the amount
of such commitments by the Fund.

                             INVESTMENT LIMITATIONS

     Fundamental.  The investment  limitations described below have been adopted
by the Trust with respect to the Fund and are fundamental ("Fundamental"), i.e.,
they may not be  changed  without  the  affirmative  vote of a  majority  of the
outstanding  shares of the Fund. As used in the Prospectus and this Statement of
Additional  Information,  the term "majority" of the  outstanding  shares of the
Fund means the lesser of (1) 67% or more of the  outstanding  shares of the Fund
present at a meeting,  if the holders of more than 50% of the outstanding shares
of the Fund are present or represented at such meeting;  or (2) more than 50% of
the  outstanding  shares of the Fund.  Other  investment  practices which may be
changed by the Board of Trustees  without the  approval of  shareholders  to the
extent  permitted  by  applicable  law,  regulation  or  regulatory  policy  are
considered non-fundamental ("Non-Fundamental").

                  1. Borrowing Money. The Fund will not borrow money, except (a)
         from a bank, provided that immediately after such borrowing there is an
         asset  coverage of 300% for all  borrowings  of the Fund; or (b) from a
         bank or other persons for temporary  purposes only,  provided that such
         temporary  borrowings  are in an amount not  exceeding 5% of the Fund's
         total assets at the time when the  borrowing is made.  This  limitation
         does not  preclude  the Fund  from  entering  into  reverse  repurchase
         transactions,  provided that the Fund has an asset coverage of 300% for
         all  borrowings  and  repurchase  commitments  of the Fund  pursuant to
         reverse repurchase transactions.

                  2.  Senior   Securities.   The  Fund  will  not  issue  senior
         securities. This limitation is not applicable to activities that may be
         deemed to involve  the  issuance  or sale of a senior  security  by the
         Fund,  provided  that  the  Fund's  engagement  in such  activities  is
         consistent with or permitted by the Investment  Company Act of 1940, as
         amended,   the  rules  and   regulations   promulgated   thereunder  or
         interpretations of the Securities and Exchange Commission or its staff.

                  3.  Underwriting.  The  Fund  will not act as  underwriter  of
         securities  issued by other persons.  This limitation is not applicable
         to the extent that, in  connection  with the  disposition  of portfolio
         securities (including restricted securities), the Fund may be deemed an
         underwriter under certain federal securities laws.

                  4.  Real  Estate.  The Fund  will not  purchase  or sell  real
         estate.  This limitation is not applicable to investments in marketable
         securities which are secured by or represent  interests in real estate.
         This   limitation   does  not  preclude  the  Fund  from  investing  in
         mortgage-related  securities  or investing in companies  engaged in the
         real estate business or that have a significant portion of their assets
         in real estate (including real estate investment trusts).

                  5. Commodities. The Fund will not purchase or sell commodities
         unless  acquired  as a  result  of  ownership  of  securities  or other
         investments. This limitation does not preclude the Fund from purchasing
         or selling options or futures  contracts,  from investing in securities
         or  other  instruments  backed  by  commodities  or from  investing  in
         companies  which  are  engaged  in a  commodities  business  or  have a
         significant portion of their assets in commodities.

                  6.  Loans.  The Fund  will not  make  loans to other  persons,
         except  (a)  by  loaning  portfolio  securities,  (b)  by  engaging  in
         repurchase  agreements,  or (c) by purchasing  nonpublicly offered debt
         securities. For purposes of this limitation, the term "loans" shall not
         include the  purchase of a portion of an issue of publicly  distributed
         bonds, debentures or other securities.

                  7. Concentration.  The Fund will not invest 25% or more of its
         total  assets  in  a  particular  industry.   This  limitation  is  not
         applicable to investments  in  obligations  issued or guaranteed by the
         U.S.  government,  its agencies  and  instrumentalities  or  repurchase
         agreements with respect thereto.

     With respect to the percentages adopted by the Trust as maximum limitations
on its investment policies and limitations, an excess above the fixed percentage
will not be a violation of the policy or  limitation  unless the excess  results
immediately  and  directly  from the  acquisition  of any security or the action
taken.  This  paragraph  does not  apply to the  borrowing  policy  set forth in
paragraph 1 above.

     Notwithstanding any of the foregoing  limitations,  any investment company,
whether organized as a trust, association or corporation,  or a personal holding
company,  may be merged or consolidated with or acquired by the Trust,  provided
that if such merger,  consolidation  or acquisition  results in an investment in
the  securities of any issuer  prohibited by said  paragraphs,  the Trust shall,
within  ninety  days after the  consummation  of such  merge,  consolidation  or
acquisition, dispose of all of the securities of such issuer so acquired or such
portion  thereof  as shall  bring  the  total  investment  there in  within  the
limitations imposed by said paragraphs above as of the date of consummation.

                             THE INVESTMENT ADVISOR

     The Fund's investment advisor is The Jumper Group, Inc. Jay C. Jumper maybe
deemed to be a  controlling  person of the Advisor due to his  ownership  of the
shares of the corporation.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, expenses
which the Fund is authorized to pay pursuant to the Distribution  Plan, fees and
expenses of the non-interested  person trustees and extraordinary  expenses.  As
compensation  for its  management  services  and  agreement  to pay  the  Fund's
expenses,  the Fund is  obligated  to pay the Advisor a fee computed and accrued
daily and paid monthly at an annual rate of 0.75%.

     The Advisor  retains the right to use the name "Jumper" in connection  with
another  investment  company or business  enterprise  with which the Advisor may
become  associated.  The Trust's  right to use the name  "Jumper"  automatically
ceases  ninety days after  termination  of the Agreement and may be withdrawn by
the Advisor on ninety days written notice.

     The Advisor may make payments to banks or other financial institutions that
provide  shareholder   services  and  administer   shareholder   accounts.   The
Glass-Steagall   Act   prohibits   banks  from   engaging  in  the  business  of
underwriting,  selling or  distributing  securities.  Although the scope of this
prohibition  under the  Glass-Steagall  Act has not been clearly  defined by the
courts or appropriate regulatory agencies,  management of the Fund believes that
the  Glass-Steagall Act should not preclude a bank from providing such services.
However, state securities laws on this issue may differ from the interpretations
of federal law  expressed  herein and banks and  financial  institutions  may be
required to register as dealers pursuant to state law. If a bank were prohibited
from  continuing  to perform all or a part of such  services,  management of the
Fund  believes  that  there  would  be no  material  impact  on the  Fund or its
shareholders.  Banks may charge their customers fees for offering these services
to the extent permitted by applicable  regulatory  authorities,  and the overall
return to those  shareholders  availing  themselves of the bank services will be
lower  than to those  shareholders  who do not.  The Fund may from  time to time
purchase  securities  issued by banks which provide such services;  however,  in
selecting  investments  for the  Fund,  no  preference  will be  shown  for such
securities.


                              TRUSTEES AND OFFICERS

     The names of the  Trustees  and  executive  officers of the Trust are shown
below.  Each Trustee who is an "interested  person" of the Trust,  as defined in
the Investment Company Act of 1940, is indicated by an asterisk.

                                                

==================================== ---------------- ======================================================================
       Name, Age and Address         Position                        Principal Occupations During Past 5 Years
==================================== ---------------- ======================================================================
*Kenneth D. Trumpfheller             President and    President, Treasurer and Secretary of AmeriPrime Financial Services,
Age:  40                             Trustee          Inc., the Fund's administrator, and AmeriPrime Financial Securities,
1793 Kingswood Drive                                  Inc., the Fund's distributor, since 1994.  Prior to December, 1994,
Suite 200                                             a senior client executive with SEI Financial Services.
Southlake, Texas  76092
==================================== ---------------- ======================================================================
Paul S. Bellany                      Secretary,       Secretary, Treasurer and Chief Financial Officer of AmeriPrime
Age:  39                             Treasurer        Financial Services, Inc. and AmeriPrime Financial Securities, Inc.;
1793 Kingswood Drive                                  various positions with Fidelity Investments from 1987 to 1998; most
Suite 200                                             recently Fund Reporting Unit Manager.
Southlake, Texas  76092
==================================== ---------------- ======================================================================
Steve L. Cobb                        Trustee          President of Chandler Engineering Company, L.L.C., oil and gas
Age:  41                                              services company; various positions with Carbo Ceramics, Inc., oil
2001 Indianwood Avenue                                field manufacturing/supply company, from 1984 to 1997, most recently
Broken Arrow, OK  74012                               Vice President of Marketing.
==================================== ================ ======================================================================
Gary E. Hippenstiel                  Trustee          Director, Vice President and Chief Investment Officer of Legacy
Age:  51                                              Trust Company since 1992; President and Director of Heritage Trust
600 Jefferson Street                                  Company from 1994-1996; Vice President and Manager of Investments of
Suite 350                                             Kanaly Trust Company from 1988 to 1992.
Houston, TX  77063
==================================== ================ ======================================================================



     The  compensation  paid to the  Trustees  of the Trust for the fiscal  year
ended  October 31, 1998 is set forth in the  following  table.  Trustee fees are
Trust expenses and each series of the Trust pays a portion of the Trustee fees.

===================== ----------------------- ==================================
                             Aggregate                Total Compensation
                            Compensation           from Trust (the Trust is
 Name                        from Trust             not in a Fund Complex)
===================== ----------------------- ==================================
Kenneth D. Trumpfheller          0                            0
===================== ----------------------- ==================================
Steve L. Cobb                 $4,000                       $4,000
===================== ======================= ==================================
Gary E. Hippenstiel           $4,000                       $4,000
===================== ======================= ==================================

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

     Subject to policies  established by the Board of Trustees of the Trust, the
Advisor is responsible for the Fund's portfolio decisions and the placing of the
Fund's portfolio transactions.  In placing portfolio  transactions,  the Advisor
seeks the best  qualitative  execution  for the Fund,  taking into  account such
factors  as price  (including  the  applicable  brokerage  commission  or dealer
spread), the execution capability,  financial  responsibility and responsiveness
of the broker or dealer and the brokerage and research  services provided by the
broker or dealer.  The Advisor  generally seeks favorable  prices and commission
rates that are reasonable in relation to the benefits received.

     The Advisor is  specifically  authorized  to select  brokers or dealers who
also  provide  brokerage  and  research  services  to the Fund  and/or the other
accounts over which the Advisor exercises investment  discretion and to pay such
brokers or dealers a commission in excess of the  commission  another  broker or
dealer would charge if the Advisor  determines in good faith that the commission
is reasonable  in relation to the value of the  brokerage and research  services
provided.  The determination may be viewed in terms of a particular  transaction
or the Advisor's overall responsibilities with respect to the Trust and to other
accounts over which it exercises investment discretion.

     Research services include  supplemental  research,  securities and economic
analyses,  statistical services and information with respect to the availability
of securities  or  purchasers  or sellers of securities  and analyses of reports
concerning  performance of accounts. The research services and other information
furnished by brokers through whom the Fund effects  securities  transactions may
also  be  used by the  Advisor  in  servicing  all of its  accounts.  Similarly,
research and  information  provided by brokers or dealers  serving other clients
may be  useful to the  Advisor  in  connection  with its  services  to the Fund.
Although  research services and other information are useful to the Fund and the
Advisor,  it is not  possible to place a dollar  value on the research and other
information received. It is the opinion of the Board of Trustees and the Advisor
that the review and study of the research and other  information will not reduce
the overall cost to the Advisor of  performing  its duties to the Fund under the
Agreement.

     Over-the-counter transactions will be placed either directly with principal
market makers or with broker-dealers,  if the same or a better price,  including
commissions and executions,  is available.  Fixed income securities are normally
purchased directly from the issuer, an underwriter or a market maker.  Purchases
include a  concession  paid by the issuer to the  underwriter  and the  purchase
price paid to a market  maker may include  the spread  between the bid and asked
prices.

     To the extent that the Trust and another of the  Advisor's  clients seek to
acquire the same  security at about the same time,  the Trust may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security.  Similarly, the Trust may not be able to obtain
as large an execution of an order to sell or as high a price for any  particular
portfolio  security  if the  other  client  desires  to sell the same  portfolio
security at the same time. On the other hand, if the same  securities are bought
or sold at the same time by more than one client, the resulting participation in
volume  transactions could produce better executions for the Trust. In the event
that more than one client wants to purchase or sell the same security on a given
date, the purchases and sales will normally be made by random client selection.

                          DETERMINATION OF SHARE PRICE

     The price (net asset value) of the shares of the Fund is  determined  as of
4:00 p.m.,  Eastern  time on each day the Trust is open for  business and on any
other day on which  there is  sufficient  trading  in the Fund's  securities  to
materially  affect  the net  asset  value.  The  Trust is open for  business  on
everyday except Saturdays,  Sundays and the following holidays:  New Year's Day,
Martin  Luther  King,  Jr. Day,  President's  Day,  Good Friday,  Memorial  Day,
Independence  Day, Labor Day,  Thanksgiving and Christmas.  For a description of
the methods used to  determine  the net asset value  (share  price),  see "Share
Price Calculation" in the Prospectus.


                             INVESTMENT PERFORMANCE

     "Average  annual total  return," as defined by the  Securities and Exchange
Commission, is computed by finding the average annual compounded rates of return
(over the one and five year periods and the period from initial public  offering
through  the end of the Fund's most recent  fiscal  year) that would  equate the
initial  amount  invested  to the  ending  redeemable  value,  according  to the
following formula:

                                   P(1+T)n'ERV

Where:   P = a hypothetical $1,000 initial investment
         T = average annual total return n ' number of years
       ERV = ending  redeemable  value  at the end of the  applicable
             period  of the  hypothetical  $1,000  investment  made  at the
             beginning of the applicable period.

     The computation assumes that all dividends and distributions are reinvested
at the net asset value on the reinvestment dates and that a complete  redemption
occurs at the end of the applicable period.

     In addition to providing  average  annual total  return,  the Fund may also
provide  non-standardized  quotations of total return for differing  periods and
may provide the value of a $10,000  investment  (made on the date of the initial
public offering of the Fund's shares) as of the end of a specified period.

     The  Fund's   investment   performance  will  vary  depending  upon  market
conditions,  the composition of the Fund's  portfolio and operating  expenses of
the Fund. These factors and possible differences in the methods and time periods
used in calculating non-standardized investment performance should be considered
when comparing the Fund's performance to those of other investment  companies or
investment vehicles.  The risks associated with the Fund's investment objective,
policies and techniques  should also be  considered.  At any time in the future,
investment  performance may be higher or lower than past performance,  and there
can be no assurance that any performance will continue.

     From time to time, in  advertisements,  sales  literature  and  information
furnished to present or prospective  shareholders,  the  performance of the Fund
may be compared to indices of broad groups of unmanaged securities considered to
be  representative  of or  similar  to the  portfolio  holdings  of the  Fund or
considered to be representative  of the cash equivalent  market in general.  For
example, the Fund may use the Donahue Money Market Index, 90 day treasury bills,
or other money market index published by an independent third party.

     In addition, the performance of the Fund may be compared to other groups of
mutual funds  tracked by any widely used  independent  research firm which ranks
mutual funds by overall performance,  investment  objectives and assets, such as
Lipper Analytical Services, Inc. or Morning star, Inc. The objectives, policies,
limitations and expenses of other mutual funds in a group may not be the same as
those of the Fund.  Performance  rankings and ratings  reported  periodically in
national financial publications such as Barron's and Fortune also may be used.

                                    CUSTODIAN

     Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, is Custodian
of  the  Fund's  investments.  The  Custodian  acts  as the  Fund's  depository,
safekeeping  its portfolio  securities,  collects all income and other  payments
with  respect  thereto,  disburses  funds at the Fund's  request  and  maintains
records in connection with its duties.


                                 TRANSFER AGENT

     Unified Fund Services,  Inc., 431 North Pennsylvania Street,  Indianapolis,
Indiana  46204,  acts as the  Fund's  transfer  agent  and,  in  such  capacity,
maintains  the  records of each  shareholder's  account,  answers  shareholders'
inquiries concerning their accounts,  processes purchases and redemptions of the
Fund's shares,  acts as dividend and distribution  disbursing agent and performs
other shareholder service functions.  In addition,  Unified Fund Services,  Inc.
provides the Fund with certain monthly reports and record-keeping services. Fund
accounting  is  provided  by  American  Data  Services,  Inc.("ADS"),  Hauppauge
Corporate Center, 150 Motor Parkway,  Hauppauge, New York 11760. ADS receives an
annual fee equal to .0275% of average net assets,  subject to a minimum  monthly
fee of $800 to $2,000 based on net assets.

                                   ACCOUNTANTS

     The firm of McCurdy & Associates, CPA's, 27955 Clemens Road, Westlake, Ohio
44145, has been selected as independent  public accountants for the Fund for the
fiscal year ending June 30, 1999. McCurdy & Associates  performs an annual audit
of the Fund's financial  statements and provides  financial,  tax and accounting
consulting services as requested.

                                   DISTRIBUTOR

     AmeriPrime  Financial  Securities,  Inc., 1793 Kingswood Drive,  Suite 200,
Southlake, Texas 76092, is the exclusive agent for distribution of shares of the
Fund.  The  Distributor  is  obligated  to sell the shares of the Fund on a best
efforts basis only against  purchase  orders for the shares.  Shares of the Fund
are offered to the public on a continuous basis.

                              FINANCIAL STATEMENTS

     The Fund will send  shareholders  annual  and  semi-annual  reports as they
become available.





                       THE JUMPER STRATEGIC ADVANTAGE FUND
                       SUPPLEMENT DATED MARCH 15, 1999 TO
                         PROSPECTUS DATED JULY 15, 1998


     Effective  March 15,  1999,  The  Jumper  Strategic  Advantage  Fund  began
offering two classes of shares.  All shares  outstanding prior to that date were
redesignated  "Institutional  Class"  shares  by the  Board  of  Trustees.  This
Supplement  to the  Prospectus  provides  information  about the  "Institutional
Class" and the  "Investor  Class"  and  describes  the  difference  between  the
classes.  The expense information for the Investor Class and Institutional Class
shares is based on estimated  amounts for the current  fiscal year.  Replace the
operating expense table on page 3 with the following:

                                     Investor Class          Institutional Class

Annual Fund Operating Expenses (as a percentage of average net assets)1

Management Fees...........................0.75%.....................0.75%
12b-1 Charges.............................0.25%.....................none
Other Expenses 2 .........................0.00%.....................0.00%
Total Fund Operating Expenses 1...........1.00%.....................0.75%

1     The Fund's total operating  expenses are equal to the management fee paid
to the Advisor (plus the 12b-1 charges,  if applicable) because the Advisor pays
all operating  expenses of the Fund except  brokerage,  taxes,  interest,  12b-1
charges,  fees and expenses of non-interested  person trustees and extraordinary
expenses.

2     The Fund  estimates that other expenses (fees and expenses of the trustees
who are not "interested  persons" as defined in the Investment Company Act) will
be .00032 of 1% of average net assets for the first fiscal year.

The tables above are provided to assist an investor in understanding  the direct
and indirect  costs and expenses that an investor may incur as a shareholder  in
the Fund.


Replace the expense example on page 3 with the following:

     You would pay the following expenses on a $1,000  investment,  assuming (1)
5% annual return and (2) redemption at the end of each time period:

                                   1 Year           3 Years
                                   ------           -------

Investor Class................      $10               $32
Institutional Class...........      $ 8               $24

The Example  above  should not be  considered  a  representation  of future Fund
performance or expenses, both of which may vary.


Read the following in conjunction  with the sections titled "The Fund" on page 4
and "Shareholder Rights" on page 17:

     The Fund  currently  offers two  classes of shares:  "Institutional  Class"
shares and "Investor Class" shares.  The classes differ as follows:  1) Investor
Class shares pay 12b-1  expenses of 0.25%,  and 2) each class may bear differing
amounts of certain class specific expenses.


Replace the first paragraph of the section titled "How To Invest In The Fund" on
page 11 with the following:

     Shares of the Fund are sold on a continuous  basis,  and you may invest any
amount  you  choose,  as often as you wish,  subject to the  applicable  minimum
initial  investment.  Investors  choosing  to purchase  or redeem  their  shares
through  a  broker/dealer  or other  institution  may be  charged  a fee by that
institution.  Investors  choosing to purchase or redeem shares directly from the
Fund  will  not  incur  charges  on  purchases  or  redemptions.  To the  extent
investments  of individual  investors  are  aggregated  into an omnibus  account
established by an investment advisor, broker or other intermediary,  the account
minimums  apply to the omnibus  account,  not to the  account of the  individual
investor.

     The minimum initial  investment for Investor Class shares is $5,000 ($2,000
for IRAs and  other  retirement  plans).  The  minimum  initial  investment  for
Institutional Class shares is $5 million. The minimum subsequent  investment for
either Class is $100.

     The Advisor may waive the minimum initial  investment  amount.  The minimum
initial investment amount will be waived for the following investors:

o    Banks, bank or broker-affiliated trust departments and savings and loan
     associations, in their fiduciary capacity or for their own accounts. To the
     extent permitted by regulatory authorities, a bank trust department may
     charge fees to clients for whose account it purchases shares.
o    Federal and state credit unions.
o    Investors purchasing through a broker dealer or other financial institution
     authorized  by the  Distributor  to  hold  shares  in an  omnibus  account.
     Investors  may be  charged a fee by the  broker/dealer  or other  financial
     institution for this service.
o    Investors purchasing through certain broker/dealer wrap fee investment
     programs.
o    Broker-dealers  who have a sales agreement with the Distributor,  and their
     registered  personnel  and  employees,  including  members of the immediate
     families of such registered personnel and employees.
o    Trustees,  directors,  officers and employees of the Trust, the Advisor and
     service  providers to the Trust,  including members of the immediate family
     of  such  individuals  and  employee  benefit  plans  established  by  such
     entities.
o    Clients of the Advisor, including members of the immediate family of such
     individuals.

     When  purchasing  shares,  specify  which  Class  you are  purchasing.  All
purchase orders that fail to specify a Class will  automatically  be invested in
Investor  Class  shares.  The  differing  expenses  applicable  to the different
classes of the  Fund's  shares may  affect  the  performance  of those  classes.
Broker/dealers  and others  entitled  to  receive  compensation  for  selling or
servicing  Fund shares may receive more with respect to one class than  another.
The Board of  Trustees of the Trust does not  anticipate  that there will be any
conflicts  among the interests of the holders of the  different  classes of Fund
shares.  On an ongoing basis,  the Board will consider whether any such conflict
exists and, if so, take appropriate action.


Add the following section:
                                DISTRIBUTION PLAN

     The  Investor  Class has  adopted a plan,  pursuant to Rule 12b-1 under the
Investment  Company Act of 1940 (the "Plan"),  which permits the Fund to pay for
certain  distribution and promotion expenses related to marketing Investor Class
shares.  The expenses  paid by the Fund pursuant to the Plan shall be determined
by the Trustees of the Trust,  but in no event may such  expenditures  exceed in
any fiscal year 0.25% of the average daily net asset value of the Investor Class
shares.  Payments for distribution  activities may be made directly by the Fund,
or the Fund's  investment  Advisor and  distributor  may pay such  expenses  and
obtain  reimbursement  from the  Trust.  Expenditures  pursuant  to the Plan and
related agreements will reduce current yield after expenses.

     Under  the  Plan,  the Fund  may,  directly  or  indirectly,  engage in any
activities  related to the  distribution  of Investor  Class  shares of the Fund
("Shares"),  including without limitation the following: (a) payments, including
incentive compensation, to securities dealers or other financial intermediaries,
financial  institutions,  investment advisors and others that are engaged in the
sale of Shares, or that may be advising  shareholders of the Trust regarding the
purchase,  sale or retention of Shares;  (b) expenses of  maintaining  personnel
(including  personnel  of  organizations  with which the Trust has entered  into
agreements  related  to the Plans)  who  engage in or  support  distribution  of
Shares;  (c) costs of  preparing,  printing and  distributing  prospectuses  and
statements  of  additional  information  and reports of the Fund for  recipients
other than  existing  shareholders  of the Fund;  (d) costs of  formulating  and
implementing marketing and promotional  activities,  including,  but not limited
to, sales seminars,  direct mail promotions and  television,  radio,  newspaper,
magazine and other mass media advertising; (e) costs of preparing,  printing and
distributing sales literature; (f) costs of obtaining such information, analyses
and reports with respect to marketing  and  promotional  activities as the Trust
may,  from  time to time,  deem  advisable;  and (g) costs of  implementing  and
operating the Plan.


Replace  the  section  titled  "Share  Price  Calculation"  on page 10 with  the
following:

     The  value of an  individual  share in the Fund  (the net  asset  value) is
calculated  by  dividing  the total  value of the Fund's  investments  and other
assets (including  accrued income),  less any liabilities  (including  estimated
accrued expenses),  by the number of shares outstanding,  rounded to the nearest
cent.  Net asset value per share is  determined  as of the close of the New York
Stock Exchange  (4:00 p.m.,  Eastern time) on each day that the exchange is open
for business,  and on any other day on which there is sufficient  trading in the
Fund's  securities to materially affect the net asset value. The net asset value
per share of the Fund will fluctuate.

     Securities   which  are   traded  on  any   exchange   or  on  the   NASDAQ
over-the-counter market are valued at the last quoted sale price. Lacking a last
sale  price,  a security  is valued at its last bid price  except  when,  in the
Advisor's  opinion,  the last bid price does not accurately  reflect the current
value of the security.  All other securities for which  over-the-counter  market
quotations are readily available are valued at their last bid price. When market
quotations are not readily  available,  when the Advisor determines the last bid
price  does  not  accurately  reflect  the  current  value  or  when  restricted
securities  are being valued,  such  securities are valued as determined in good
faith by the Advisor, subject to review of the Board of Trustees of the Trust.

     Fixed income  securities  generally are valued by using market  quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor  believes such prices  accurately  reflect the fair market value of such
securities.  A pricing service  utilizes  electronic data processing  techniques
based on yield spreads  relating to securities with similar  characteristics  to
determine prices for normal institutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing service,  or when restricted or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to review of the Board of  Trustees.  Short term  investments  in fixed
income  securities with maturities of less than 60 days when acquired,  or which
subsequently  are within 60 days of maturity,  are valued by using the amortized
cost method of valuation,  which the Board has  determined  will  represent fair
value.


Replace the first sentence of the section titled  "Dividends and  Distributions"
on page 14 with the following:

     The Fund intends to declare  substantially all of its net investment income
as  dividends  to its  shareholders  on a daily basis and to pay such  dividends
monthly,  and intends to distribute  its net long term capital gains and its net
short term capital gains at least once a year.


Replace the fourth paragraph of the section titled "Operation of the Fund" on
page 16 with the following:

     The  Fund is  authorized  to pay the  Advisor  a fee  equal to 0.75% of its
average daily net assets.  Unlike most other mutual funds,  the management  fees
paid by the Fund to the Advisor include  transfer  agency,  pricing,  custodial,
auditing and legal  services,  and general  administrative  and other  operating
expenses.  The  Advisor  pays all of the  operating  expenses of the Fund except
brokerage,  taxes,  interest,  expenses  which  the  Fund is  authorized  to pay
pursuant to the Distribution  Plan, fees and expenses on  non-interested  person
trustees and extraordinary expenses.


Read the following in conjunction  with the sections titled "The Fund" on page 4
and "Shareholder Rights" on page 17:

     As of March 15, 1999,  Sun Trust Bank,  custodian for a foundation,  may be
deemed to control the Fund as a result of its beneficial  ownership of shares of
the Fund.