JANUARY 26, 2000
MARATHON VALUE FUND
SUPPLEMENT TO THE PROSPECTUS
DATED FEBRUARY 14, 1999
The Board of Trustees has determined to redeem all outstanding shares of the
Marathon Value Fund, effective February 15, 2000, 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 February 15, 2000 you may redeem your account, including reinvested
distributions, in accordance with "How to Redeem Shares" in the Prospectus.
Please call the Transfer Agent at 1-800-788-6086 for more information.
