MARKETVEST FUNDS INC
497, 1997-12-19
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Marketvest Funds
Marketvest Funds, Inc.

Supplement to the Combined Prospectus dated June 30, 1997

At a Special Meeting held on November 11, 1997, the Board of Trustees/Directors
of Marketvest Funds and Marketvest Funds, Inc. (collectively referred to as the
"Funds") approved an Agreement and Plan of Reorganization between the Funds and
ARK Funds whereby certain existing or soon to be created portfolios of ARK Funds
would acquire the assets and stated liabilities of corresponding portfolios of
the Funds (as indicated below) in exchange for Institutional Shares of such
portfolios of ARK Funds. Shareholders of the Funds would then receive
Institutional Shares of the corresponding portfolios of ARK Funds that would be
equal in value to the Fund shares they owned, and the Funds would be liquidated
and terminated (the "Reorganizations"). The transactions would be tax-free to
Fund Shareholders and would be effected without the imposition of a sales
charge.

<TABLE>
<CAPTION>

     <S>                                      <C>   

         Marketvest Funds
      Marketvest Funds, Inc.                   ARK Funds

      Marketvest Equity Fund                ARK Value Equity Portfolio
      Marketvest International Equity Fund  ARK International Equity Selection Portfolio
      Marketvest Pennsylvania Intermediate  ARK Pennsylvania Tax-Free Portfolio
            Municipal Bond Fund
      Marketvest Short-Term Bond Fund       ARK Short-Term Bond Portfolio
      Marketvest Intermediate U.S.          ARK U.S. Government Bond Portfolio
            Government Bond Fund
</TABLE>

The Reorganizations will be presented for the approval of Shareholders of the
Funds at a Special Meeting of Shareholders to be held on or about March 4, 1998.
Shareholders of the Funds will receive a proxy statement discussing the terms of
and the reasons for the Reorganizations in detail, and will be entitled to vote
at the Special Meeting. Assuming satisfaction of the conditions to the
Reorganizations, including approvals by Fund Shareholders, the completion of the
Reorganizations is contemplated to take place in March 1998.

In addition, effective January 1, 1998, Daryl B. Girton will no longer serve as
portfolio manager for Marketvest Short-Term Bond Fund and Cathleen S. Saylor
will no longer serve as portfolio manager for Marketvest Pennsylvania
Intermediate Municipal Bond Fund and Marketvest Intermediate U.S. Government
Bond Fund.

Effective January 1, 1998, Susan S. Schnaars will serve as portfolio manager for
Marketvest Pennsylvania Intermediate Municipal Bond Fund, Steven M. Gradow and
Wilmer C. Stith, III will serve as co-managers of Marketvest Short-Term Bond
Fund, and Steven M. Gradow and N. Beth Volk will serve as co-managers of
Marketvest Intermediate U.S. Government Bond Fund.



<PAGE>




Accordingly, please delete the biographical information of Daryl B. Girton and
Cathleen S. Saylor from the section entitled "Portfolio Managers' Background" in
the Prospectus and replace it with the following:

"Susan S. Schnaars,  investment  officer of Dauphin Deposit Bank & Trust Company
("Dauphin"),  is the portfolio manager of Marketvest  Pennsylvania  Intermediate
Municipal  Bond Fund  effective  January  1998.  Ms.  Schnaars is a Principal of
Allied  Investment  Advisors,  Inc.  and manager of the ARK  Intermediate  Fixed
Income Portfolio,  ARK Maryland Tax-Free Portfolio and ARK Pennsylvania Tax-Free
Portfolio.  Ms.  Schnaars is also  responsible for managing  several  commingled
funds (taxable and tax-free) and several large institutional accounts.  Prior to
1992, Ms. Schnaars managed institutional and commingled fixed-income portfolios,
including the RAF Fixed Income Fund for PNC  Investment  Management and Research
(formerly  known as  Provident  National  Bank).  Ms.  Schnaars  is a  Chartered
Financial Analyst and a Certified Public Accountant.

Steven M. Gradow,  investment officer of Dauphin, is a co-manager with Mr. Stith
of Marketvest  Short-Term  Bond Fund and co-manager  with Ms. Volk of Marketvest
Intermediate  U.S.  Government Bond Fund effective January 1998. Mr. Gradow is a
Managing Director of Allied Investment Advisors,  Inc. and manager of ARK Income
Portfolio.  Prior to joining  First  Maryland in January  1996,  Mr.  Gradow was
responsible  for  management of $15 billion of  fixed-income  pension assets for
Washington  State  Investment  Board in Seattle  for four  years.  Mr.  Gradow's
experience  also includes five years of  fixed-income  management for the Public
Employees Retirement System of California (CALPERS).

Wilmer C. Stith, III,  investment  officer of Dauphin,  is a co-manager with Mr.
Gradow of Marketvest Short-Term Bond Fund effective January 1998. Mr. Stith is a
Vice President of Allied  Investment  Advisors,  Inc. and Fixed Income Portfolio
Manager.  He manages  separate  account  money market  accounts,  assists in the
management of the ARK money market portfolios,  and is responsible for analyzing
and trading various fixed-income securities.  Prior to joining Allied, Mr. Stith
was an investment  executive  with the Treasury  Banking Group of First National
Bank of Maryland.

N. Beth Volk,  investment officer of Dauphin, is a co-manager with Mr. Gradow of
Marketvest  Intermediate  U.S.  Government Bond Fund effective January 1998. Ms.
Volk is a Principal of Allied Investment Advisors,  Inc. and Senior Fixed-Income
Credit Analyst  responsible  for leading the corporate  research  efforts of the
Fixed  Income  Group.  Prior to 1996,  Ms. Volk was the former head of corporate
fixed  income  research  at Alex.  Brown & Sons.  Ms.  Volk has over 17 years of
experience in the industry. Ms. Volk is a Chartered Financial Analyst."



                                                               December 19, 1997

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     Cusip 57061D107 Cusip 57061D206 Cusip 57061E105 Cusip 57061E204 Cusip
     57061E303 G01608-09 (12/97)
[GRAPHIC OMITTED]



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