May 1, 2000


                     CARL DOMINO GLOBAL EQUITY INCOME FUND

                           SUPPLEMENT TO PROSPECTUS
                              DATED MARCH 1, 2000

            On April 29,  2000,  a majority of the  shareholders  of Carl Domino
Global Equity Income Fund approved the selection of Northern Trust  Investments,
Inc. ("NTI") as the new investment  adviser to the Fund,  effective May 1, 2000.
On that  date,  NTI  acquired  substantially  all of the  assets of Carl  Domino
Associates,  L.P.  ("Domino  LP"),  the Fund's former  investment  advisor,  and
converted  Domino  LP into a  division  of NTI  known as  Northern  Trust  Value
Investors ("NTVI").  The portfolio manager of the Fund, John  Wagstaff-Callahan,
is now a  portfolio  manager  with  NTVI and  will  remain  responsible  for the
day-to-day  management of the Fund. The Fund is a series of AmeriPrime Funds. In
addition to the above, the Prospectus is revised as described below.

                            MANAGEMENT OF THE FUND

      The  first  paragraph  under  "Management  of the  Fund" on page 10 of the
Prospectus is revised to read as follows:

            Northern Trust  Investments,  Inc.,  operating through its division,
      Northern Trust Value  Investors,  580 Village Blvd.,  Suite 225, West Palm
      Beach,  Florida  33409  serves as  investment  adviser  to the Fund.  NTVI
      provides equity,  balanced and fixed income portfolio  management services
      to a select group of corporations,  institutions,  foundations, trusts and
      high net worth  individuals and manages over $2 billion in assets.  During
      the fiscal  year ended  October  31,  1999,  the Fund paid  Domino LP (the
      former  investment  advisor to the Fund now operating as NTVI) a fee equal
      to 1.50% of its average daily net assets.

      This  supplement  and the  Prospectus  dated  March 1,  2000  provide  the
information a prospective  investor ought to know before investing and should be
retained for future  reference.  A Statement of Additional  Information has been
filed with the Security and Exchange  Commission  dated March 1, 2000,  which is
incorporated  herein by reference and can be obtained  without charge by calling
the Fund at 1-800-507-9922.





                                                                   May 1, 2000

                            CARL DOMINO GROWTH FUND

                           SUPPLEMENT TO PROSPECTUS
                              DATED MARCH 1, 2000

      On April 29, 2000, a majority of the  shareholders  of Carl Domino  Growth
Fund approved the selection of Northern Trust  Investments,  Inc. ("NTI") as the
new  investment  adviser to the Fund,  effective May 1, 2000. On that date,  NTI
acquired  substantially  all of the  assets  of  Carl  Domino  Associates,  L.P.
("Domino LP"), the Fund's former  investment  advisor,  and converted  Domino LP
into a division of NTI known as Northern  Trust Value  Investors  ("NTVI").  The
portfolio manager of the Fund, Bruce Honig, is now a portfolio manager with NTVI
and will remain responsible for the day-to-day  management of the Fund. The Fund
is a series of AmeriPrime  Funds.  In addition to the above,  the  Prospectus is
revised as described below.

                            MANAGEMENT OF THE FUND

      The  first  paragraph  under  "Management  of the  Fund" on page 10 of the
Prospectus is revised to read as follows:

            Northern Trust  Investments,  Inc.,  operating through its division,
      Northern Trust Value  Investors,  580 Village Blvd.,  Suite 225, West Palm
      Beach,  Florida  33409  serves as  investment  adviser  to the Fund.  NTVI
      provides equity,  balanced and fixed income portfolio  management services
      to a select group of corporations,  institutions,  foundations, trusts and
      high net worth  individuals and manages over $2 billion in assets.  During
      the fiscal  year ended  October  31,  1999,  the Fund paid  Domino LP (the
      former  investment  advisor to the Fund now operating as NTVI) a fee equal
      to 1.50% of its average daily net assets.

      This  supplement  and the  Prospectus  dated  March 1,  2000  provide  the
information a prospective  investor ought to know before investing and should be
retained for future  reference.  A Statement of Additional  Information has been
filed with the Security and Exchange  Commission  dated March 1, 2000,  which is
incorporated  herein by reference and can be obtained  without charge by calling
the Fund at 1-800-507-9922.