KENT FUNDS
497, 1999-01-05
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                                 THE KENT FUNDS

                        Supplement dated January 5, 1999
                       to the Prospectus dated May 1, 1998
                     (as supplemented on September 24, 1998)
 .
Proposed Plan of Reorganization
The Board of Trustees has approved a Plan of  Reorganization  whereby the assets
and  liabilities  of the Limited Term Tax-Free Fund would be  transferred to the
Intermediate  Tax-Free Fund.  Proxy  materials will be mailed to shareholders of
the Limited Term Tax-Free Fund seeking approval of the proposed  reorganization.
If the  reorganization  is approved  by the  shareholders  of the  Limited  Term
Tax-Free  Fund,  shareholders  of the  Limited  Term  Tax-Free  Fund will become
shareholders  of  the  Intermediate  Tax-Free  Fund  upon  consummation  of  the
reorganization.

Modification of Investment Policy - Government Money Market Fund
The following paragraph replaces the paragraph entitled "PRINCIPAL INVESTMENTS" 
within the section entitled "What Funds are Offered? - Government  
Money Market Fund":

         PRINCIPAL  INVESTMENTS:  The  Fund  will  invest  exclusively  in  U.S.
         Treasury  bills,  notes  and  other  obligations  issued  by  the  U.S.
         Government,  its agencies or  instrumentalities,  repurchase agreements
         with respect to such  securities and shares of registered  money market
         investment companies that invest exclusively in such securities.

The following  paragraph replaces the first paragraph under the section entitled
"What Instruments Do the Funds Invest In?":

         The Funds  may also  invest in the  securities  and use the  investment
         techniques  described  below,  except that the Government  Money Market
         Fund  will  purchase  only  U.S.   Treasury  bills,   notes  and  other
         obligations   issued  by  the  U.S.   Government,   its   agencies   or
         instrumentalities,   repurchase   agreements   with   respect  to  such
         securities and shares of registered money market  investment  companies
         that invest  exclusively in such  securities.  Each of these securities
         and techniques is described in more detail under "Investment  Policies"
         in the SAI.

                     INVESTORS SHOULD RETAIN THIS SUPPLEMENT
                    WITH THE PROSPECTUS FOR FUTURE REFERENCE


<PAGE>


                                 THE KENT FUNDS

                        Supplement dated January 5, 1999
                                     to the
                       Statement of Additional Information
                                dated May 1, 1998
                     (as supplemented on September 24, 1998)



         Resignation of Trustee

         Effective  as of November  13,  1998,  Michele  Van Dyke  resigned as a
member of the Board of Trustees of the Kent Funds.


         Modification of Investment Policy - Government Money Market Fund

         The following  paragraph replaces the first paragraph under the heading
"INVESTMENT POLICIES":

                  The following information  supplements the description of each
         Fund's   investment   objective  and  policies  as  set  forth  in  the
         prospectus.  The investment  policies discussed below are applicable to
         all Funds unless  otherwise  noted,  except that the  Government  Money
         Market Fund will purchase  only U.S.  Treasury  bills,  notes and other
         obligations   issued  by  the  U.S.   Government,   its   agencies   or
         instrumentalities,   repurchase   agreements   with   respect  to  such
         securities and shares of registered money market  investment  companies
         that invest exclusively in such securities.













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




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