THURLOW FUNDS INC
497, 1999-04-01
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                             THE THURLOW FUNDS, INC.

                         Supplement dated April 1, 1999
                    to the Prospectus dated October 30, 1998

1.       Management of the Fund

       The following  discussion  supplements  the discussion  under the caption
"MANAGEMENT OF THE FUND" on pages 10 and 11 of the Prospectus.

       The Thurlow  Growth Fund (the  "Fund")  has  entered  into an  Accounting
Services  Agreement,  effective April 1, 1999, with Maxus  Information  Systems,
Inc. (d.b.a.  Mutual Shareholder Services) ("MSS"), 1301 East Ninth Street, 36th
Floor, Cleveland, OH 44114-1800 pursuant to which MSS provides substantially all
of the services previously provided to the Fund by Firstar Mutual Fund Services,
LLC in its capacity as  administrator  to the Fund.  The Fund's  agreement  with
Firstar Mutual Fund Services,  LLC terminated  effective  March 31, 1999. For it
services,  MSS  receives  from the Fund an annual fee of $21,000 paid in monthly
installments  of $1,750.  To the  extent any  services  previously  provided  by
Firstar Mutual Fund Services, LLC are not provided by MSS, they will be provided
by the officers of the Fund.

       Effective April 1, 1999 MSS will become the Fund's transfer agent and The
Fifth Third Bank, an Ohio banking trust, 38 Fountain  Square Plaza,  Cincinnati,
OH 45263 will become the Fund's custodian.

2.       How to Purchase Shares

       The following  discussion  supplements  the discussion  under the caption
"HOW TO PURCHASE SHARES" on pages 12 and 13 of the Prospectus.

       Effective April 1, 1999 account  applications should be mailed or sent by
overnight or express mail directly to:

                  Thurlow Growth Fund
                  c/o Mutual Shareholder Services
                  1301 East Ninth Street, 36th Floor
                  Cleveland, OH  44114-1800

       To purchase shares by wire, first call 1-888-848-7569 for information for
setting up an account, if necessary, and, in any event, to alert the Fund that a
wire is being  sent.  The  purchase  price  should be wired  through the Federal
Reserve System as follows:


<PAGE>

                  Fifth Third Bank, N.A.
                  ABA# 042000314
                  For credit to:  Thurlow Growth Fund
                  Account # 704-50728
                  For Further Credit to:
                  Shareholder Account Name ____________________________
                  Shareholder Account Number ___________________________
                  Shareholder SSN or TIN _______________________________

3.       How to Redeem Shares

       The following  discussion  supplements  the discussion  under the caption
"HOW TO REDEEM SHARES" on pages 14-16 of the Prospectus.

       Effective April 1, 1999 written  redemption  requests should be mailed or
sent by overnight or express mail to:

                  Thurlow Growth Fund
                  c/o Mutual Shareholder Services
                  1301 East Ninth Street, 36th Floor
                  Cleveland, OH  44114-1800

Telephone  redemption requests,  as well as any questions concerning  redemption
procedures, should be directed to MSS at 1-888-848-7569.

4.       Individual Retirement Accounts

       The following  discussion  supplements  the discussion  under the caption
"RETIREMENT  PLANS  Individual  Retirement  Account  ("IRA")"  on page 17 of the
Prospectus.

       Effective  April 1, 1999 the Fund will offer an Education  IRA and a Roth
IRA, in addition to the traditional IRA which it currently offers.

                                      * * *

       Shareholders   who  have  questions   concerning  the  Fund  should  call
1-888-848-7569 or write to:

                  Thurlow Growth Fund
                  c/o Mutual Shareholder Services
                  1301 East Ninth Street, 36th Floor
                  Cleveland, OH  44114-1800



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