KENT FUNDS
497, 1998-09-24
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                                 THE KENT FUNDS


                       Supplement dated September 24, 1998
                       to the Prospectus dated May 1, 1998

On September 21, 1998, during a Special Meeting of Shareholders (the "Meeting"),
the  shareholders  of the Kent Funds approved the  redesignation  of each Fund's
investment  objective  from a fundamental  policy to a  non-fundamental  policy.
Accordingly,  the following  paragraph  replaces the first  paragraph on page 36
within the section entitled "FUND CHOICES - Which Funds are Offered?":

         The Trust currently  offers fourteen Funds,  each of which is described
         below. Each Fund's investment objective is considered "non-fundamental"
         and may be changed by a Fund without the approval of its  shareholders.
         Unless  expressly  identified as  "fundamental,"  the other  investment
         policies  described  below,   including  the  dollar-weighted   average
         portfolio maturity range of each Bond and Municipal Bond Fund, are also
         considered "non-fundamental" and may be changed by the Trust's Board of
         Trustees without shareholder approval.

The shareholders  also approved during the Meeting the  redesignation of certain
investment   restrictions   applicable   to  the  Funds  from   fundamental   to
non-fundamental.  Accordingly,  the following  paragraph replaces the third full
paragraph  on  page  43  within  the  section  entitled  "FUND  CHOICES  -  What
Investments do the Funds Invest In?":

         The Funds also have in place various investment  restrictions.  Certain
         of these investment restrictions have been designated as "fundamental,"
         which means that they cannot be changed for a Fund without the approval
         of a  "majority"  (as  defined in the SAI) of that  Fund's  outstanding
         shares.   Other  investment   restrictions   have  been  designated  as
         "non-fundamental"  and may be changed by the Trust's  Board of Trustees
         without   shareholder   approval.   Some  of  these   fundamental   and
         non-fundamental  restrictions  are  set  forth  below.  The  first  two
         restrictions are fundamental. The third restriction is non-fundamental.
         A complete list of investment  restrictions  for the Funds is contained
         in the SAI.



<PAGE>



The section  entitled  "STRUCTURE  AND MANAGEMENT OF THE FUNDS - Who Manages and
Services  the  Funds?"  is being  revised  as a  result  of an  addition  to the
portfolio  management staff at Lyon Street Asset Management Company.  The second
paragraph under the heading "INVESTMENT  ADVISER" on page 53 shall be amended by
adding the following at the end of the paragraph:

         Brian J. Smolinski has been co-portfolio  manager for the Index Equity,
         Small Company Growth and  International  Growth Funds since June, 1998.
         Mr.  Smolinski  is also  responsible  for  developing  and  maintaining
         proprietary  software  that is used in  researching  structured  equity
         investments.   Prior  to  joining  IMG,  Mr.  Smolinski  worked  as  an
         Applications Business Analyst at Old Kent for nine years.












                     INVESTORS SHOULD RETAIN THIS SUPPLEMENT
                    WITH THE PROSPECTUS FOR FUTURE REFERENCE


<PAGE>


                             THE KENT FUNDS

                       Supplement dated September 24, 1998
                                     to the
                       Statement of Additional Information
                                dated May 1, 1998



         On September 21, 1998,  during a Special Meeting of  Shareholders  (the
"Meeting"),  the  shareholders of the Kent Funds approved the  redesignation  of
certain  investment  restrictions  applicable  to  the  Funds  from  fundamental
policies to non-fundamental  policies.  In addition,  the shareholders  approved
amendments  to the  investment  restrictions  pertaining to (i)  investments  in
securities of companies with less than a three-year  operating  history and (ii)
investments in other  investment  companies.  Accordingly,  the section entitled
"INVESTMENT  RESTRICTIONS"  is  replaced  in its  entirety  with  the  following
provisions:

                             INVESTMENT RESTRICTIONS

                  The following investment  restrictions include those that have
         been designated as "fundamental," which may not be changed with respect
         to a Fund  without the vote of a "majority"  of the Fund's  outstanding
         shares (as defined in "Declaration of Trust--Voting Rights"), and those
         that have been  designated as  "non-fundamental,"  which may be changed
         without shareholder  approval.  If a percentage limitation is satisfied
         at the  time  of  investment,  a  later  increase  in  such  percentage
         resulting  from a  change  in the  value of a  Fund's  assets  will not
         constitute a violation of the limitation. Unless otherwise stated, each
         restriction applies to all Funds.

                  The following investment restrictions are fundamental:

                  A Fund may not:

                  (1) Purchase any security  (other than  obligations  issued or
         guaranteed by the U.S. Government,  its agencies or  instrumentalities)
         of any issuer if as a result more than 5% of its total  assets would be
         invested  in  securities  of the  issuer,  except that up to 25% of its
         total assets may be invested without regard to this limit;

                  (2)  Borrow  money,   which  includes  entering  into  reverse
         repurchase  agreements,  except  that a Fund  may  enter  into  reverse
         repurchase  agreements  or borrow  money  from banks for  temporary  or
         emergency purposes in aggregate amounts up to one-third of the value of
         the Fund's net assets; provided that while borrowings from banks exceed
         5% of a Fund's net assets,  any such borrowings and reverse  repurchase
         agreements will be repaid before additional investments are made;

                  (3)  Pledge  more  than  15%  of  its  net  assets  to  secure
         indebtedness;  the purchase or sale of  securities  on a "when  issued"
         basis,  or  collateral  arrangements  with  respect  to the  writing of
         options on securities, are not deemed to be a pledge of assets;

                  (4)  Issue  senior   securities;   the  purchase  or  sale  of
         securities on a "when issued" basis,  or collateral  arrangements  with
         respect to the writing of options on  securities,  are not deemed to be
         the issuance of a senior security;

                  (5) Make loans,  except that a Fund may  purchase or hold debt
         securities  consistent  with  its  investment   objective,   lend  Fund
         securities  valued  at not more  than 33 1/3% of its  total  assets  to
         brokers, dealers and financial institutions,  and enter into repurchase
         agreements;

                  (6) With respect to each Fund, other than the Municipal Funds,
         purchase any security of any issuer if as a result more than 25% of its
         total assets would be invested in a single industry;  except that there
         is no restriction  with respect to obligations  issued or guaranteed by
         the U.S. Government, its agencies or instrumentalities;

                  (7) With respect to the Municipal Funds, purchase any security
         (other than  obligations  issued or guaranteed by the U.S.  Government,
         its  agencies or  instrumentalities)  of any issuer if as a result more
         than 25% of its total  assets  would be invested in a single  industry,
         including  industrial  development  bonds  from  the same  facility  or
         similar types of facilities if backed solely by non-governmental users;
         governmental  issuers of municipal bonds are not regarded as members of
         an  industry,  and the  Michigan  Municipal  Bond Fund and the Michigan
         Municipal  Money  Market Fund may invest more than 25% of its assets in
         industrial development bonds;

                  (8) Purchase or sell  commodities  or  commodity  contracts or
         real estate,  except a Fund may purchase and sell securities secured by
         real estate and  securities of companies  which deal in real estate and
         may engage in currency or other financial futures contracts and related
         options transactions;

                  (9) Underwrite securities of other issuers, except that a Fund
         may purchase  securities  from the issuer or others and dispose of such
         securities in a manner consistent with its investment objective; or

                  (10) With respect to the Equity  Funds,  purchase any security
         (other than U.S.  Government  securities)  of any issuer if as a result
         the Fund  would  hold more  than 10% of the  voting  securities  of the
         issuer.

                  The following  investment  restrictions are  "non-fundamental"
         and may be changed with respect to a Fund without shareholder approval:

                  A Fund may not:

                  (1) Purchase  securities on margin,  except that it may obtain
         such  short-term  credit  as may be  necessary  for  the  clearance  of
         purchases and sales of securities;

                  (2)  Invest  more than 15% of its total  assets  (10% of total
         assets  for the Money  Market  Funds) in (i)  securities  with legal or
         contractual  restrictions  on resale;  (ii) securities for which market
         quotations are not readily available;  and (iii) repurchase  agreements
         maturing in more than seven days;

                  (3) Invest more than 5% of its total assets in  securities  of
         any company having a record,  together with its  predecessors,  of less
         than three years of continuous  operation except that each of the Small
         Company Growth Fund and the International  Growth Fund may invest up to
         10% of its total assets in such companies;

                  (4)  Make  short  sales  of  securities  or  maintain  a short
         position  unless at all times when a short  position is open it owns an
         equal amount of such securities or of securities which, without payment
         of any further consideration,  are convertible into or exchangeable for
         securities of the same issue as, and equal in amount to, the securities
         sold short; or

                  (5) Invest in the  securities  of other  investment  companies
         except as permitted by the Investment  Company Act of 1940, as amended,
         or the rules promulgated thereunder.

                  With respect to  Non-Fundamental  Investment  Restriction (2),
         the Funds currently intend to limit  investment in illiquid  securities
         to no more than 15% (10% for the  Money  Market  Funds) of each  Fund's
         respective  net  assets.   With  respect  to   Fundamental   Investment
         Restriction  (7),  examples  of types of  facilities  using  industrial
         development  bonds  purchased  by the  Municipal  Funds  include  water
         treatment plants, educational and hospital facilities.

                  In order to comply with  Securities  and  Exchange  Commission
         regulations relating to money market funds, the Money Market Funds will
         limit  investments  in the  securities of any single issuer (other than
         securities issued or guaranteed by the U.S. Government, its agencies or
         instrumentalities  and  repurchase  agreements  collateralized  by such
         securities)  to not more than 5% of the value of their total  assets at
         the time of purchase, except for 25% of the value of their total assets
         which, in the case of the Michigan  Municipal Money Market Fund, may be
         invested  without regard to the 5% limit in "First Tier Securities" (as
         defined by the Securities and Exchange Commission), and, in the case of
         the Money Market Fund and the  Government  Money  Market  Fund,  may be
         invested in First Tier  Securities of any one issuer for a period of up
         to three business  days. In addition,  no Money Market Fund will engage
         in  options  or  futures  as   provided   in   Fundamental   Investment
         Restrictions  (3),  (4) and (8), nor will the Money Market Funds borrow
         money, pursuant to Fundamental Investment Restriction (2), in excess of
         10% of their  total  assets.  With  respect to  Fundamental  Investment
         Restrictions  (6) and (7),  the Money  Market  Funds are  permitted  to
         invest in excess of 25% of their total  assets in  obligations  of U.S.
         banks and  domestic  branches of foreign  banks that are subject to the
         same regulation as U.S. banks.

         The shareholders  also elected Trustees at the Meeting.  In addition to
electing  incumbent  Trustees,  the  shareholders  elected  Michelle  Van  Dyke.
Accordingly,  the section entitled  "TRUSTEES AND OFFICERS" is amended by adding
the following provisions.

         The  following  shall be added to the list of Trustees  and officers on
pages 27 and 28:

                  * Michelle  Van Dyke,  Trustee,  34; she is  President  of the
                  Central Region of Old Kent Mortgage Company, a director of Old
                  Kent Mortgage Services, and was formerly Senior Vice President
                  of Old Kent Mortgage Company.

         The  following  shall be added  after the first  sentence  in the first
paragraph on page 28:

                  Lyon Street,  an affiliate of Old Kent  Mortgage  Company,  of
         which Ms. Van Dyke is an employee, receives advisory fees as investment
         adviser to the Trust.

         The following chart describing  Trustee  compensation shall replace the
chart following the second paragraph on page 30:



Name of Person                 Aggregate        Compensation Total Compensation
and Position                   Compensation           from the Trust and
                               from the Trust    Fund Complex Paid to Trustees


Anne T. Coughlan, Trustee*      $  4,000**                       $  4,000

Joseph F. Damore, Trustee       $ 13,000**                       $ 13,000

Walter B. Grimm, Trustee        $    0                           $   0

James F. Rainey, Trustee        $ 13,000**                       $ 13,000

Michelle Van Dyke               $   ***                          $     ***

Ronald F. VanSteeland, Trustee  $ 13,000                         $ 13,000

- -------------------

*      Ms. Coughlan resigned from the Trust's Board of Trustees on May 23, 1997.
**     During the fiscal year ended  December 31, 1997,  Mr.  Damore  deferred
       $10,000  of his  compensation  and Mr.  Rainey  deferred  $6,500 of his
       compensation  pursuant to the Deferred  Compensation Plan. Ms. Coughlan
       received payment of all compensation  (including  compensation that was
       previously  deferred pursuant to the Deferred  Compensation  Plan) that
       was due and owing to her in conjunction  with her resignation  from the
       Trust's Board of Trustees on May 23, 1997.
***    Ms. Van Dyke became a Trustee on September 21, 1998.

























                     INVESTORS SHOULD RETAIN THIS SUPPLEMENT
                  WITH THE STATEMENT OF ADDITIONAL INFORMATION
                              FOR FUTURE REFERENCE


<PAGE>


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