SUPPLEMENT TO PROSPECTUS Cusip Number 66976M102
NASDAQ Symbol CAPVX
CAPITAL VALUE FUND
The Prospectus dated July 31, 1997 for the Investor and Institutional Classes of
the Capital Value Fund (the "Fund") is hereby amended to reflect an additional
portfolio managager of the Fund by amending the section on "Management of the
Fund--The Advisor" to delete the paragraph on the portfolio manager of the Fund
and to substitute in lieu thereof the following new paragraph:
"E.O. Edgerton, Jr., a principal of the Advisor and an officer of the Fund, and
W. Harold Eddins, a Portfolio Manager of the Advisor, are responsible for
day-to-day management of the Fund's portfolio. Mr. Edgerton has served in this
capacity since the inception of the Fund in 1990, while Mr. Eddins has served in
such capacity since May, 1997. Messrs. Edgerton and Eddins have been with the
Advisor since 1984 and 1987, respectively."
The Prospectus dated July 31, 1997 for the Investor Class of the Fund is hereby
amended to delete the current section on "Sales at Net Asset Value" under "How
Shares May Be Purchased--Reduced Sales Charges" and to substitute in lieu
thereof the following new section:
"Sales at Net Asset Value. Shares of the Fund may be sold at net asset value per
share without a sales charge to: (a) current or former Trustees and officers of
the Trust; (b) current or former directors, officers, employees or sales
representatives of the Advisor, the Administrator, the Transfer Agent, or the
Distributor or their respective subsidiaries or affiliates; (c) current or
former officers, partners, employees or registered representatives of
broker-dealers which have entered into sales agreements with the Distributor;
(d) members of the immediate families of any of the foregoing persons; (e) any
trust, custodian, pension, profit-sharing or other benefit plan for any of the
foregoing persons; (f) investment advisory clients of the Advisor or of any of
its affiliates; (g) clients of fee-based financial planners; (h) clients of a
bank or registered investment adviser as to which the bank or adviser exercises
exclusive discretionary investment authority or accounts held by a bank in a
fiduciary, agency, custodial or similar capacity; (i) governmental agencies and
authorities; (j) employee benefit plans qualified under Section 401 or 403 of
the Internal Revenue Code, including salary reduction plans qualified under
Section 401(k) of the Code, subject to minimum requirements with respect to
number of participants or plan assets established by the Trust; (k) tax-exempt
organizations under Section 501(c)(3-13) of the Code; and (l) those investors
who purchase shares without the services of a commissioned broker or agent.
However, if purchased through various so-called "Fund Supermarkets" using the
services of a broker or agent, investors may be subject to various fees and
charges. Shares of the Fund so purchased are purchased for investment purposes
and may not be resold except through redemption or repurchase by or on behalf of
the Fund. Elimination of a sales charge is conditioned on the receipt by the
Distributor of written notification of eligibility. Shares of the Fund may also
be sold at net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies."
The date of this Supplement to Prospectus is November 13, 1997.
