KENT FUNDS
497, 2000-06-22
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<PAGE>   1
                                   KENT FUNDS

                         SUPPLEMENT DATED JUNE 22, 2000
             TO THE PROSPECTUS FOR THE KENT FUNDS DATED MAY 1, 2000

The information under the heading "FEES AND EXPENSES" on page 34 of the
prospectus is replaced with the following:

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Money Market Funds.
<TABLE>
<CAPTION>

                                                      MONEY                    GOVERNMENT MONEY          MICHIGAN MUNICIPAL MONEY
                                                   MARKET FUND                    MARKET FUND                   MARKET FUND
                                           Investment    Institutional    Investment    Institutional   Investment    Institutional
                                             Shares         Shares          Shares         Shares         Shares          Shares
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>            <C>              <C>           <C>            <C>
SHAREHOLDER FEES
   (fees paid directly from your
   investment)
Maximum Sales (Load) Charge Imposed on
   Purchases                                   None            None           None            None           None           None
ANNUAL FUND OPERATING EXPENSES
   (expenses that are deducted from Fund
   assets)
Management Fees                               0.40%           0.40%          0.40% (1)       0.40% (1)      0.40%          0.40%
Distribution (12b-1) Fees                      None            None           None            None           None           None
Other Expenses                                0.23% (1)       0.23% (1)      0.25% (1)       0.25% (1)      0.23% (1)      0.23% (1)
                                         --------------  -------------- --------------  -------------- -------------- --------------
TOTAL ANNUAL FUND OPERATING EXPENSES
                                              0.63%           0.63%          0.65%           0.65%          0.63%          0.63%
FEE WAIVER                                    0.08%           0.08%          0.23%           0.23%          0.08%          0.08%
                                         --------------  -------------- --------------  -------------- -------------- --------------
NET ANNUAL FUND OPERATING EXPENSES
                                              0.55% (1)       0.55% (1)      0.42% (1)       0.42% (1)      0.55% (1)      0.55% (1)
                                         ==============  ============== ==============  ============== ============== ==============
</TABLE>

(1)  The Investment Adviser has contractually agreed to waive a portion of its
     management fees and/or the Fund's administrator and fund accountant have
     contractually agreed to waive a portion of the administration and fund
     accounting fees payable by the Fund at least until December 31, 2000.

EXAMPLE: This Example is intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds. The Example assumes:

-    $10,000 investment
-    5% annual return
-    redemption at the end of each period
-    no changes in the Fund's operating expenses

Although your actual costs may be higher or lower, based upon these assumptions,
your costs would be:
<TABLE>
<CAPTION>
                                              MONEY                     GOVERNMENT MONEY          MICHIGAN MUNICIPAL MONEY
                                           MARKET FUND                    MARKET FUND                    MARKET FUND
                                    Investment    Institutional    Investment    Institutional    Investment    Institutional
                                      Shares         Shares          Shares         Shares          Shares          Shares
--------------------------------- --------------- --------------  --------------- -------------- -------------- ---------------
<S>                                     <C>             <C>            <C>             <C>            <C>           <C>
ONE YEAR AFTER PURCHASE                 $ 55            $ 55           $ 43            $ 43           $ 54          $  54
THREE YEARS AFTER PURCHASE              $194            $194           $185            $185           $192           $192
FIVE YEARS AFTER PURCHASE               $343            $343           $339            $339           $341           $341
TEN YEARS AFTER PURCHASE                $779            $779           $789            $789           $777           $777
</TABLE>



                     INVESTORS SHOULD RETAIN THIS SUPPLEMENT
                    WITH THE PROSPECTUS FOR FUTURE REFERENCE
                                                              KKF-2391 (6/2000)


<PAGE>   2


                                   KENT FUNDS

                         SUPPLEMENT DATED JUNE 22, 2000
 TO THE STATEMENT OF ADDITIONAL INFORMATION FOR THE KENT FUNDS DATED MAY 1, 2000

The following non-fundamental investment restriction, which appears on page 28
of the Statement of Additional Information, is deleted in its entirety:

(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.















                     INVESTORS SHOULD RETAIN THIS SUPPLEMENT
                    WITH THE PROSPECTUS FOR FUTURE REFERENCE

                                                               KKF-0388 (6/2000)

<PAGE>   3

PROSPECTUS

JUNE 1, 1999

as amended and restated June 22, 2000

                                   LYON STREET INSTITUTIONAL
                                   MONEY MARKET FUND


                                      FOR MORE INFORMATION


                                      CALL 1-800-633-KENT (5368)
                                      OR YOUR INVESTMENT REPRESENTATIVE.

                                   THE SECURITIES AND EXCHANGE COMMISSION HAS
                                   NOT APPROVED OR DISAPPROVED THE SHARES
                                   DESCRIBED IN THIS PROSPECTUS OR DETERMINED
                                   WHETHER THIS PROSPECTUS IS ACCURATE OR
                                   COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS
                                   COMMITTING A CRIME.

 NOT FDIC INSURED                MAY LOSE VALUE                NO BANK GUARANTEE
<PAGE>   4

TABLE  OF
CONTENTS

<TABLE>
<C>                                          <S>                                                            <C>
        Carefully review this important
   section, which summarizes the Fund's
           investments, risks and fees.
                                             RISK/RETURN SUMMARY AND FUND EXPENSES
                                                                                                              2

 Review this section for information on
 investment strategies and their risks.
                                             INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                                                                              5

 Review this section for details on the
   people and organizations who oversee
                              the Fund.
                                             FUND MANAGEMENT

                                             INVESTMENT ADVISER
                                                                                                              7

                                             DISTRIBUTOR, ADMINISTRATOR AND SUB-ADMINISTRATOR
                                                                                                              7

 Review this section for details on how
    shares are valued, how to purchase,
      sell and exchange shares, related
  charges and payments of dividends and
                         distributions.
                                             SHAREHOLDER INFORMATION

                                             PRICING OF FUND SHARES
                                                                                                              8

                                             PURCHASING AND ADDING TO YOUR SHARES
                                                                                                              9

                                             SELLING YOUR SHARES
                                                                                                             10

                                             GENERAL POLICIES ON SELLING SHARES
                                                                                                             11

                                             EXCHANGING YOUR SHARES
                                                                                                             12

                                             DIVIDENDS, DISTRIBUTIONS AND TAXES
                                                                                                             13

                                             BACK COVER
                                             WHERE TO LEARN MORE ABOUT THIS FUND
</TABLE>

 1
<PAGE>   5

RISK/RETURN SUMMARY AND FUND EXPENSES

The following is a summary of certain key information about the Fund. You will
find additional information about the Fund, including a detailed description of
the risks of an investment in the Fund, after this summary.

RISK/RETURN SUMMARY OF THE LYON STREET INSTITUTIONAL MONEY MARKET FUND

INVESTMENT OBJECTIVES           The Fund seeks current income from short-term
                                securities while preserving capital and
                                maintaining liquidity.

PRINCIPAL INVESTMENT STRATEGIES The Fund is a money market fund that seeks to
                                maintain a stable net asset value of $1.00 per
                                share. The Fund invests in a broad range of
                                short-term instruments including commercial
                                paper, short-term corporate obligations and
                                short-term obligations issued or guaranteed by
                                the United States Government, its agencies or
                                instrumentalities.

PRINCIPAL INVESTMENT RISKS      The Fund's performance per share will change
                                daily based on many factors, including, the
                                quality of the instruments in the Fund's
                                investment portfolio, national and international
                                economic conditions and general market
                                conditions. Changes in the interest rate will
                                affect the yield or value of the Fund's
                                investments in debt securities.

                                - An investment in the Fund is not a deposit in
                                  a bank and is not insured or guaranteed by the
                                  Federal Deposit Insurance Corporation or any
                                  other government agency.

                                - Although the Fund seeks to preserve the value
                                  of your investment at $1.00 per share, it is
                                  possible to lose money by investing in the
                                  Fund.

                                - If an issuer fails to pay interest or repay
                                  principal, the value of your investment could
                                  decline.

                                - Because the Fund invests in short-term
                                  securities, a decline in interest rates will
                                  affect the Fund's yield as these securities
                                  mature or are sold and the Fund purchases new
                                  short-term securities with a lower yield.

                                - Foreign investments may be riskier than U.S.
                                  investments because of unstable international
                                  political and economic conditions, foreign
                                  controls on investment and currency exchange,
                                  withholding taxes, a lack of adequate company
                                  information, and lack of government
                                  regulation.

                                - There can be no assurance that the investment
                                  objective of the Fund will be achieved.

WHO MAY WANT TO INVEST?         Consider investing in the Fund if you:
                                - ARE SEEKING PRESERVATION OF CAPITAL
                                - HAVE A LOW RISK TOLERANCE

                                - ARE WILLING TO ACCEPT LOWER POTENTIAL RETURNS
                                  IN EXCHANGE FOR A HIGHER DEGREE OF SAFETY

                                - ARE INVESTING SHORT-TERM RESERVES

                                This Fund will not be appropriate for anyone:
                                - SEEKING HIGH TOTAL RETURNS
                                - PURSUING A LONG-TERM GOAL OR INVESTING FOR
                                  RETIREMENT

                                                                               2
<PAGE>   6

RISK/RETURN SUMMARY AND FUND EXPENSES

<TABLE>
<S>                                                         <C>                                                <C>
This table describes the fees and expenses that you         FEES AND EXPENSES
may pay if you buy and hold shares of the Lyon Street
Institutional Money Market Fund.                            SHAREHOLDER FEES
                                                            (fees paid directly from your investment)

                                                            Maximum Sales Charge (Load)
                                                            Imposed on Purchases                                 None

                                                            ANNUAL FUND OPERATING EXPENSES
                                                            (expenses that are deducted from Fund assets)

                                                            Management Fees                                     0.40%
                                                            ---------------------------------------------------------

                                                            Distribution and Service (12b-1) Fees                None
                                                            ---------------------------------------------------------

                                                            Other Expenses                                      0.27%
                                                            ---------------------------------------------------------

                                                            Total Annual Fund Operating Expenses                0.67%
                                                            ---------------------------------------------------------

                                                            Fee Waiver                                          0.45%
                                                            ---------------------------------------------------------

                                                            Net Annual Fund Operating Expenses                 0.22%*
                                                            ---------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
* This is the actual total fund operating expense you will pay as an investor in
this Fund. That's because the Adviser has contractually agreed to waive a
portion of the annual management fees, and the Administrator has contractually
agreed to waive a portion of the administration fee, payable by the Fund. The
Fund's total annual fund operating expenses and net annual fund operating
expenses are estimated based on expenses expected to be incurred in the current
fiscal year.

EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes:

- $10,000 investment
- 5% annual return
- redemption at the end of each period
- no changes in the Fund's operating expenses, except for the expiration of the
  current contractual fee waivers on December 31, 2000

Although your actual costs may be higher or lower, based upon these assumptions,
your costs would be:

<TABLE>
<S>                                                       <C>             <C>
                                                           1                3
LYON STREET INSTITUTIONAL MONEY MARKET FUND               Year            Years
                                                          $22             $168
</TABLE>




 3
<PAGE>   7

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                      INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES

                      The Fund's investment objective is to seek current income
                      from short-term securities while preserving capital and
                      maintaining liquidity. As a money market fund, the Fund
                      must meet the requirements of the Securities and Exchange
                      Commission's Rule 2a-7. This rule imposes strict
                      requirements on the investment quality, maturity, and
                      diversification of the Fund's investments. Under Rule
                      2a-7, the Fund's investments must have a remaining
                      maturity of no more than 397 days, and its investments
                      must maintain an average weighted maturity that does not
                      exceed 90 days.

                      With respect to substantially all of its securities, the
                      Fund will only buy a security if it has the highest
                      short-term rating from at least two nationally recognized
                      statistical rating organizations, such as Standard &
                      Poor's Ratings Group or Moody's Investors Service, Inc.,
                      or only one such rating if only one organization has rated
                      the instrument. If the money market instrument is not
                      rated, the Adviser must determine that it is of comparable
                      quality to eligible rated instruments. In addition, the
                      Fund considers an investment's projected rate of return
                      and whether the investment meets the requirements of Rule
                      2a-7.

                      The Statement of Additional Information has more detailed
                      information about the investment policies and strategies
                      of the Fund.

                      INVESTMENT RISKS

                      The Fund's primary risks are INTEREST RATE RISK and credit
                      risk. Because the Fund invests in short-term securities, a
                      decline in interest rates will affect the Fund's yield as
                      these securities mature or are sold and the Fund purchases
                      new short-term securities with a lower yield. Generally,
                      an increase in interest rates causes the value of a debt
                      instrument to decrease. The change in value for
                      shorter-term securities is usually smaller than for
                      securities with longer maturities. Because the Fund
                      invests in securities with short maturities and seeks to
                      maintain a stable net asset value of $1.00 per share, it
                      is possible, though unlikely, that an increase in interest
                      rates would change the value of your investment.

                      CREDIT RISK is the possibility that a security's credit
                      rating will be downgraded or that the issuer of the
                      security will default (fail to make scheduled interest and
                      principal payments). The Fund invests in highly-rated
                      securities to minimize credit risk. Under Rule 2a-7, 95%
                      of a money market fund's holdings must be rated in the
                      highest credit category (e.g., A-1 or A-1+) and the
                      remaining 5% must be rated no lower than the second
                      highest credit category.

                      The Fund's investments in U.S. dollar-denominated
                      obligations of foreign branches of U.S. banks and U.S.
                      branches of foreign banks may be subject to FOREIGN RISK.
                      Foreign investments subject the Fund to investment risks
                      different from those associated with domestic investments.
                      Foreign securities issuers are usually subject to less
                      regulation than U.S. issuers. Reporting, accounting, and
                      auditing standards of foreign countries are less
                      stringent, in some cases significantly, than U.S.
                      standards. Foreign risk includes nationalization,
                      expropriation or confiscatory taxation, currency blockage,
                      political changes or diplomatic developments that could
                      adversely affect the Fund's investments.

                      The Fund also is subject to MANAGEMENT RISK because it is
                      an actively managed portfolio. The Fund's Adviser uses its
                      investment techniques and risk analyses in making
                      investment decisions for the Fund, but there is no
                      guarantee that its techniques will produce the intended
                      result.


                      There can be no assurance that the investment objective of
                      the Fund will be achieved. In addition, the Fund's
                      investment policies, as well as the relatively short
                      maturity of obligations purchased by the Fund, may result
                      in frequent changes in the Fund's portfolio, which may
                      give rise to taxable gains.


                                                                               4
<PAGE>   8

FUND MANAGEMENT

INVESTMENT ADVISER
--------------------------------------------------------------------------------


                      The Fund is advised by Lyon Street Asset Management
                      Company, a wholly-owned subsidiary of Old Kent Bank. Lyon
                      Street maintains offices at 111 Lyon Street, NW, Grand
                      Rapids, Michigan 49503. Old Kent Bank is a wholly-owned
                      subsidiary of Old Kent Financial Corporation, which is a
                      financial services company with total assets as of
                      December 31, 1999 of approximately $18 billion. The
                      Investment Management Group ("IMG") at Lyon Street has
                      managed the Kent Funds since their inception. The Lyon
                      Street Institutional Money Market Fund is an investment
                      portfolio of the Kent Funds. Prior to 1998, IMG managed
                      the Kent Funds as a division of Old Kent Bank. Old Kent
                      Bank has managed the financial assets of individual and
                      institutional investors for over 100 years. Lyon Street
                      employs an experienced staff of professional investment
                      analysts, portfolio managers and traders, and uses several
                      proprietary computer-based systems in conjunction with
                      fundamental analysis to identify investment opportunities.


                      Lyon Street is entitled to receive management fees in the
                      amount of 0.40% of the average daily net assets of the
                      Fund. However, Lyon Street has contractually agreed to
                      waive until December 31, 2000, a portion of its management
                      fees so that the total annual operating expenses of the
                      Fund will not exceed 0.22%.

DISTRIBUTOR, ADMINISTRATOR AND SUB-ADMINISTRATOR
--------------------------------------------------------------------------------


                      Kent Funds Distributors, Inc. ("Distributor") is the
                      distributor of the Fund's shares. The Distributor is
                      located at 3435 Stelzer Road, Columbus, Ohio 43219.



                      Old Kent Securities Corporation ("OKSC") provides
                      management and administrative services to the Fund,
                      including providing office space, equipment and clerical
                      personnel to the Fund and supervising custodial, auditing,
                      valuation, bookkeeping and legal services. OKSC also acts
                      as the fund accountant, transfer agent and dividend paying
                      agent of the Fund. OKSC is located at 111 Lyon Street NW,
                      Grand Rapids, Michigan 49503.



                      BISYS Fund Services Ohio, Inc. ("BISYS") provides certain
                      administrative, fund accounting, transfer agent and
                      dividend paying agent services to the Fund pursuant to
                      agreements between OKSC and BISYS. As compensation for its
                      services, BISYS receives fees from OKSC. The fees paid to
                      BISYS by OKSC for such services come out of OKSC's fees
                      and are not an additional charge to the Funds. BISYS is
                      located at 3435 Stelzer Road, Columbus, Ohio 43219.



                      The Statement of Additional Information has more detailed
                      information about the Adviser and other service providers.


 5
<PAGE>   9

SHAREHOLDER INFORMATION

PRICING OF FUND SHARES
--------------------------------------------------------------------------------

HOW NAV IS CALCULATED
The NAV is calculated by adding
the total value of a Fund's
investments and other assets,
subtracting its liabilities and
then dividing that figure by the
number of outstanding shares of
the Fund:
            NAV =
  TOTAL ASSETS - LIABILITIES
 ----------------------------
       NUMBER OF SHARES
         OUTSTANDING


                                The Fund's net asset value, or NAV, is expected
                                to be constant at $1.00 per share, although this
                                value is not guaranteed. The NAV is determined
                                at 2 p.m. Eastern time on days the New York
                                Stock Exchange is open. Your order for purchase,
                                sale or exchange of shares is priced at the next
                                NAV calculated after your order is received in
                                good order by the Fund on any day that the New
                                York Stock Exchange is open for business. For
                                example, if you place a purchase order to buy
                                shares of the Fund, it must be received in good
                                order by 2:00 p.m. Eastern time in order to
                                receive the NAV calculated at 2:00 p.m. that
                                day. If your order is received in good order
                                after 2:00 p.m., you will receive the NAV
                                calculated at 2:00 p.m. Eastern Time the next
                                day. The Fund values its securities at amortized
                                cost. The amortized cost method involves valuing
                                a portfolio security at its cost and thereafter
                                applying a constant amortization to maturity of
                                the difference between the principal amount due
                                at maturity and initial cost.


                                                                               6
<PAGE>   10

SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES
--------------------------------------------------------------------------------


MINIMUM INITIAL INVESTMENT       $500,000


Subsequent investments may be made in any amount.

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


The Fund may waive its minimum investment requirements and may reject a purchase
order if it considers it in the best interest of the Fund and its shareholders.


HOW CAN I PURCHASE SHARES?

You can purchase shares by taking the following steps:

      1. To open an account, call 1-800-633-KENT (5368) to obtain an account or
         wire identification number and to place a purchase order.

      2. Wire federal funds, which must be received by the Fund no later than
         the close of business the day the purchase order is placed. You must
         establish an account with the Fund prior to sending the wire. The wire
         must include your Fund account number.

You should note that (i) a purchase of shares will not be completed until the
Fund receives the purchase proceeds and (ii) banks may charge for wiring federal
funds to the Fund. You may obtain information on how to wire funds from any
national bank and certain state banks.

DIVIDENDS AND DISTRIBUTIONS

All dividends and distributions will be automatically reinvested unless you
request otherwise.

If you wish to receive distributions in cash, notify the Fund at 1-800-633-KENT
(5368) and your distributions will be sent by electronic funds transfer directly
to your designated bank account.

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

AVOID 31% TAX WITHHOLDING

The Fund is required to withhold 31% of taxable dividends, capital gains
distributions and redemptions paid to shareholders who have not provided the
Fund with their certified taxpayer identification number in compliance with IRS
rules. To avoid this, make sure you provide your correct Tax Identification
Number (Social Security Number for most investors) on your account application.

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

 7
<PAGE>   11

SHAREHOLDER INFORMATION

SELLING YOUR SHARES
--------------------------------------------------------------------------------

INSTRUCTIONS FOR SELLING SHARES




You may sell your shares at any time. Your sales price will be the next NAV
after your sell order is received in good order by the Fund.


You can redeem shares on any day that the New York Stock Exchange is open for
business. Shares will not be redeemed by the Fund unless all required documents
have been received by the Fund.
      As a mutual fund shareholder, you are technically selling
      shares when you request a withdrawal in cash. This is also
      known as redeeming shares or a redemption of shares.

The Fund may temporarily stop redeeming shares when the New York Stock Exchange
is closed or trading on the New York Stock Exchange is restricted, when an
emergency exists and the Fund cannot sell its assets or accurately determine the
value of its assets or if the Securities and Exchange Commission orders the Fund
to stop redemptions.

If you intend to redeem shares worth more than $1,000,000, you should notify the
Fund at least one business day in advance.

Redemption proceeds will be wired in federal funds only to the commercial bank
and account number listed on your account application. To change the bank
account, you should call the Fund at 1-800-633-KENT (5368) and request the
appropriate form.
--------------------------------------------------------------------------------

BY TELEPHONE                    Call 1-800-633-KENT (5368) with redemption
                                instructions.

                                Redemption orders received prior to 2:00 p.m.
                                eastern standard time will be settled on the
                                same day.
--------------------------------------------------------------------------------

BY MAIL                         1. Call 1-800-633-KENT (5368) to request
                                   redemption forms or write a letter of
                                   instruction indicating:
                                   - your account name and number
                                   - amount or number of shares you wish to
                                   redeem
                                   - address where your check should be sent
                                   - account owner signature
                                   - if a stock certificate has been issued, you
                                     must sign the back of the certificate and
                                     submit it together with the redemption
                                     request.

                                2. Mail to:
                                   LYON STREET INSTITUTIONAL MONEY MARKET FUND
                                   P.O. BOX 182201
                                   COLUMBUS, OHIO 43218-2201
--------------------------------------------------------------------------------

                                                                               8
<PAGE>   12

SHAREHOLDER INFORMATION

GENERAL POLICIES ON SELLING SHARES
--------------------------------------------------------------------------------

GENERAL REDEMPTION INFORMATION  During periods of unusual market activity it may
                                be difficult to reach the Fund by telephone. In
                                such cases, shareholders should follow the
                                procedures for redeeming by mail or through a
                                broker. Neither the Fund nor any of its service
                                providers will be liable for following telephone
                                instructions reasonably believed to be genuine
                                unless it acts with willful misfeasance, bad
                                faith or gross negligence. In this regard, the
                                Fund and its transfer agent will employ
                                procedures designed to provide reasonable
                                assurance that instructions by telephone are
                                genuine. Such procedures will include the
                                requirement that personal identification be
                                provided before accepting a telephone
                                redemption.

                                The Fund reserves the right to redeem an account
                                if its value falls below $100,000 as a result of
                                redemptions or exchanges (but not as a result of
                                a decline in net asset value). A shareholder
                                will be notified in writing and allowed 60 days
                                to increase the value of the account to the
                                minimum investment level.

PAYMENT OF REDEMPTION
PROCEEDS                        You can generally expect to receive redemption
                                proceeds within seven days of receipt of a
                                request. Payment for shares may be delayed under
                                extraordinary circumstances or as permitted by
                                the SEC in order to protect remaining
                                shareholders.

REDEMPTION IN KIND              The Fund reserves the right to make payment in
                                securities rather than cash, known as a
                                "redemption in kind." This could occur under
                                extraordinary circumstances, such as a very
                                large redemption that could affect Fund
                                operations (for example, more than 1% of the
                                Fund's net assets). If the Fund deems it
                                advisable for the benefit of all shareholders, a
                                redemption in kind will consist of securities
                                equal in market value to your shares. When you
                                convert these securities to cash, you will pay
                                brokerage charges.


                                IMPORTANT INFORMATION REGARDING STOCK
                                CERTIFICATES AND REDEMPTION NOTICES. SIGNATURES
                                ON REDEMPTION NOTICES AND STOCK CERTIFICATES
                                MUST BE GUARANTEED BY A U.S. STOCK EXCHANGE
                                MEMBER, A U.S. COMMERCIAL BANK OR TRUST COMPANY
                                OR OTHER ENTITY APPROVED BY THE FUND, IF THE
                                AMOUNT REDEEMED IS GREATER THAN $50,000, IF THE
                                PROCEEDS ARE TO BE MAILED TO AN ADDRESS OTHER
                                THAN THE ADDRESS OF RECORD, OR THE PROCEEDS ARE
                                TO BE MADE PAYABLE TO A PARTY OTHER THAN THE
                                OWNER OF THE ACCOUNT. THE FUND CAN CHANGE THE
                                ABOVE REQUIREMENTS OR REQUIRE ADDITIONAL
                                DOCUMENTS AT ANY TIME.


 9
<PAGE>   13

SHAREHOLDER INFORMATION

EXCHANGING YOUR SHARES
--------------------------------------------------------------------------------

INSTRUCTIONS FOR EXCHANGING SHARES
Exchanges may be made by sending a written request to:

     KENT FUNDS
     P.O. BOX 182201
     COLUMBUS, OHIO 43218-2201
     or by calling 1-800-633-KENT (5368)

Please provide the following information:

   - Your name and telephone number
   - The exact name on your account and account number

   - Taxpayer identification number (or Social Security Number, if you are an
     individual)

   - Dollar value or number of shares to be exchanged
   - The name of the Fund from which the exchange is to be made and the account
     number
   - The name of the Fund into which the exchange is being made, and if this is
     an existing account, please provide the account number

You may acquire Institutional Shares of any other investment portfolio of the
Kent Funds by exchanging shares of the Fund for shares of the new fund. In
effect, you would be redeeming (reselling to the Fund) shares of the old fund
and purchasing shares of the new fund. Exchanges are effected at the net asset
value next determined after the exchange request is received in good order by
the Fund. Be sure to read carefully the prospectus of any fund into which you
wish to exchange shares.
You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one fund to another are taxable.

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

IMPORTANT INFORMATION ABOUT EXCHANGES


Kent Funds may disallow exchanges of shares if a shareholder has made more than
five exchanges between investment portfolios offered by the Kent Funds in a
year, or more than three exchanges in a calendar quarter. The Kent Funds may
reject any exchanges or change or terminate rights to exchange shares. The
exchange privilege is available only in states where shares of the new fund may
be sold.


                                                                              10
<PAGE>   14

SHAREHOLDER INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

Any income the Fund receives is paid out, less expenses, in the form of
dividends to its shareholders. The Fund declares dividends from net investment
income on every business day. Dividends on the Fund are paid monthly. Capital
gains, if any, for the Fund are distributed at least annually.

The Fund contemplates declaring as dividends each year all or substantially all
of its taxable income, including its net capital gain (the excess of long-term
capital gain over short-term capital loss). You will be subject to income tax on
these distributions regardless of whether they are paid in cash or reinvested in
additional shares. Distributions attributable to the net capital gain of the
Fund will be taxable to you as long-term capital gain, regardless of how long
you have held your shares. Other Fund distributions will generally be taxable as
ordinary income.

The Fund expects the dividends will primarily consist of ordinary income or, if
any, short-term capital gains as opposed to long-term capital gains.

You should note that if you purchase shares just prior to a capital gain
distribution, the purchase price will reflect the amount of the upcoming
distribution, but you will be taxable on the entire amount of the distribution
received, even though, as an economic matter, the distribution simply
constitutes a return of capital. This is known as "buying into a dividend."

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other
tax-qualified plan) will not be currently taxable.

Taxable dividends paid in January may be taxable as if they had been paid the
previous December. Each year you will receive in the mail federal tax
information on distributions paid by the Fund.

Generally, shareholders may also be subject to state and local taxes on
distributions and redemptions. State income taxes may not apply, however, to the
portions of the Fund's distributions, if any, that are attributable to interest
on U.S. Government securities or on securities of a particular state.

 11
<PAGE>   15

The following additional information about the Fund is available to you free
upon request:

Annual/Semi-Annual Reports:
The Fund's annual and semi-annual reports to shareholders contain detailed
information on the Fund's investments. In the annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year.

Statement of Additional Information (SAI):
The SAI provides more detailed information about the Fund, including their
operations and investment policies. It is incorporated by reference, and is
legally considered a part of this prospectus.

You can get free copies of Annual and Semi-Annual Reports and the SAI, request
other information and discuss your questions about the Kent Funds by contacting
a broker or other financial institution that sells the Kent Funds. In addition,
you may contact the Kent Funds at: KENT FUNDS, P.O. BOX 102201, COLUMBUS, OHIO
43218-2201 or:

                  TELEPHONE: 1-800-633-KENT (5368)
                  INTERNET: HTTP://WWW.KENTFUNDS.COM*

You can review the Fund's reports and SAI at the Public Reference Room of the
Securities and Exchange Commission. You can get copies:

   - For a fee, by writing the Public Reference Section of the Commission,
     Washington, D.C. 20549-6009 or calling 1-800-SEC-0330.

   - At no charge from the Commission's Website at http://www.sec.gov

* The Fund's website is not part of this Prospectus.

  Investment Company Act file No. 811-4824

  KKF-0391 (6/00)


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