MAPLEWOOD INVESTMENT TRUST /MA/
497, 1997-04-30
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                                                                  April 30, 1997


                           REGIONAL OPPORTUNITY FUND:
                             OHIO, INDIANA, KENTUCKY

                  SUPPLEMENT TO PROSPECTUS DATED JUNE 20, 1996

The  Prospectus  dated June 20, 1996 of the  Regional  Opportunity  Fund:  Ohio,
Indiana, Kentucky (the "Fund") is amended to add the following:

Alpha-Omega  Capital  Corp.,  700 Pete Rose Way,  Cincinnati,  Ohio  45203  (the
"Distributor"),  has replaced  Midwest  Group  Financial  Services,  Inc. as the
distributor  of shares of the  Fund.  Any  reference  in the  Prospectus  to the
Distributor now refers to Alpha-Omega Capital Corp. The controlling shareholders
of the Distributor are Bryan E. Pifer and William C. Riffle.

The following  disclosure  replaces the section entitled  "Prospectus Summary --
Investment Advisor" on page 2 of the Prospectus:

INVESTMENT ADVISOR. CityFund Advisory, Inc. (the "Advisor") serves as investment
advisor to the Fund.  For its services,  the Advisor  receives  compensation  of
1.25% of the  average  daily net  assets of the Fund.  (See  "Management  of the
Fund.")

     The  following  disclosure  replaces the first three  paragraphs of the
section  entitled  "Management of the Fund -- Investment  Advisor"  beginning on
page 17 of the Prospectus:

INVESTMENT ADVISOR. Subject to the authority of the Board of Trustees,  CityFund
Advisory,  Inc. (the "Advisor")  provides the Fund with a continuous  program of
supervision  of the Fund's assets,  including the  composition of its portfolio,
and furnishes advice and recommendations with respect to investments, investment
policies  and the  purchase and sale of  securities,  pursuant to an  Investment
Advisory  Agreement  with the Trust.  The  Advisor is also  responsible  for the
selection  of   broker-dealers   through  which  the  Fund  executes   portfolio
transactions,  subject to brokerage  policies  established by the Trustees.  The
Advisor's address is P.O. Box 54944, Cincinnati, Ohio 45254-0944.

Jill H. Travis is primarily  responsible  for the  day-to-day  management of the
Fund's portfolio and has been managing the Fund since November 1995. In addition
to being  employed by the Advisor,  Ms. Travis is President and Chief  Executive
Officer of Amelia Earhart Capital Management,  Inc., an investment advisory firm
located in  Southfield,  Michigan,  which  serves as  investment  advisor to the
Amelia  Earhart:  Eagle Equity Fund,  another  series of the Trust.  Ms.  Travis
currently serves as portfolio manager of the Amelia Earhart:  Eagle Equity Fund,
a position  she has held since that fund's  inception in 1993.  Since 1991,  Ms.
Travis  has  been a  self-employed  certified  financial  planner  and  business
consultant.




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                                                              April 30, 1997


                        THE MISSISSIPPI OPPORTUNITY FUND


                  SUPPLEMENT TO PROSPECTUS DATED JUNE 20, 1996

The Prospectus dated June 20, 1996 of the Mississippi Opportunity Fund ("the
Fund") is amended to add the following:

Alpha-Omega  Capital  Corp.,  700 Pete Rose Way,  Cincinnati,  Ohio  45203  (the
"Distributor"),  has replaced  Midwest  Group  Financial  Services,  Inc. as the
distributor  of shares of the  Fund.  Any  reference  in the  Prospectus  to the
Distributor now refers to Alpha-Omega Capital Corp. The controlling shareholders
of the Distributor are Bryan E. Pifer and William C. Riffle.





<PAGE>



                                                                  April 30, 1997


                        AMELIA EARHART: EAGLE EQUITY FUND


                  SUPPLEMENT TO PROSPECTUS DATED JUNE 20, 1996

The prospectus dated June 20, 1996 of the Amelia Earhart:  Eagle Equity Fund
("the Fund") is amended to add the following:

Alpha-Omega  Capital  Corp.,  700 Pete Rose Way,  Cincinnati,  Ohio  45203  (the
"Distributor"),  has replaced  Midwest  Group  Financial  Services,  Inc. as the
distributor  of shares of the  Fund.  Any  reference  in the  Prospectus  to the
Distributor now refers to Alpha-Omega Capital Corp. The controlling shareholders
of the Distributor are Bryan E. Pifer and William C. Riffle.


Class B Shares of the Fund will not be available  for  purchase  in your  State
until  further  notice  from the Fund.  Until such time,  investors  desiring to
invest in the Fund should purchase Class A Shares.

Please  contact  the  Advisor at (810)  351-4856  to  determine  if B Shares are
available in your state.





<PAGE>


                                                              April 30, 1997

                                THE CAROLINASFUND


                  SUPPLEMENT TO PROSPECTUS DATED JUNE 20, 1996

The Prospectus dated June 20, 1996 of The CarolinasFund  (the "Fund") is amended
to add the following:

Alpha-Omega  Capital  Corp.,  700 Pete Rose Way,  Cincinnati,  Ohio  45203  (the
"Distributor"),  has replaced  Midwest  Group  Financial  Services,  Inc. as the
distributor  of shares of the  Fund.  Any  reference  in the  Prospectus  to the
Distributor now refers to Alpha-Omega Capital Corp. The controlling shareholders
of the Distributor are Bryan E. Pifer and William C. Riffle.


The third and fourth paragraphs in the section entitled "Management of the Fund"
on page 13 are revised as follows:

The  Advisor  is  controlled  by a  management  group  consisting  of  Robert B.
Thompson, Benjamin Richter and Lloyd Richter. The Advisor's address is 1712 East
Boulevard, Charlotte, North Carolina.

Mr. Thompson is primarily responsible for managing the portfolio of the Fund and
has acted in this  capacity  since  October  1996.  Mr.  Thompson  has served as
President of the Advisor  since 1994.  From 1993 until 1995 he was  President of
Morehead Investment  Advisors, a registered  broker-dealer,  and from 1987 until
1992 he was a Senior Vice President of Barclays Bank of North Carolina.






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