<PAGE> 1
THE SHELBY FUND
Supplemental dated February 1, 1996
to Prospectus dated July 31, 1995
1. The following information is added to the Prospectus immediately
following the section titled "MANAGEMENT OF THE GROUP-Investment Adviser and
Sub-Investment Adviser:"
Set forth below are certain performance data relating to those common
trust funds of Shelby County Trust Bank (the "Commingled Funds") which were
managed with full investment authority by principals of the Sub-Adviser prior
to the establishment of the Fund on June 27, 1994. The assets of the
Commingled Funds were converted into assets of the Fund upon establishment of
the Fund. These Commingled Funds were operated with the same investment
objective and used investment strategies and techniques that are in all
material respects equivalent to those used for the Fund. The investment
performance data presented for the Commingled Funds for the years 1981 to July
1989 are based upon the performance generated by Darrell Wells, who had full
authority to make investment decisions for the Commingled Funds during that
period. For the period July 1989 to June 27, 1994, B. Anthony Weber was
responsible for the day-to-day management of the Commingled Funds, subject to
review and supervision by Mr. Wells. Upon the establishment of the Fund on
June 27, 1994, Mr. Wells and Mr. Weber became the co-managers of the Fund.
The quoted performance data includes the performance of the Commingled
Funds for periods before the Fund became an investment company registered with
the Securities and Exchange Commission. During this time the Commingled Funds
were not registered under the 1940 Act and therefore were not subject to
certain investment restrictions that are imposed by the Act. If the Commingled
Funds had been registered under the 1940 Act, the Commingled Funds' performance
may have been adversely affected.
2. The following information is added to page 10 of the Prospectus under
the section titled "HOW TO PURCHASE AND REDEEM SHARES--Purchase of Shares":
Shares of the Fund may also be purchased through a broker-dealer who
has established a dealer agreement with the Distributor.
INVESTORS SHOULD RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE> 2
COMPOSITE PERFORMANCE(1) SHOWING AVERAGE ANNUAL TOTAL RETURNS(2) FOR VARIOUS
PERIODS ENDED SEPTEMBER 30, 1995
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<S> <C>
One Year....................................... 44.98%
Three Years.................................... 22.34%
Five Years..................................... 26.06%
Ten Years...................................... 19.52%
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COMPOSITE PERFORMANCE SHOWING ANNUAL TOTAL RETURNS(3) FROM OCTOBER 1, 1981
THROUGH SEPTEMBER 30, 1995
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<S> <C>
Year Ended September 30, 1995.................. 44.98%
Year Ended September 30, 1994.................. -2.56%
Year Ended September 30, 1993.................. 36.12%
Year Ended September 30, 1992.................. 19.95%
Year Ended September 30, 1991.................. 38.00%
Year Ended September 30, 1990.................. -5.96%
Year Ended September 30, 1989.................. 39.02%
Year Ended September 30, 1988.................. -8.48%
Year Ended September 30, 1987.................. 20.45%
Year Ended September 30, 1986.................. 29.70%
Year Ended September 30, 1985.................. -5.57%
Year Ended September 30, 1984.................. -10.75%
Year Ended September 30, 1983.................. 43.25%
Year Ended September 30, 1982.................. 17.64%
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1 The Commingled Funds consisted of (i) Common Trust Fund 1,
which commenced operations on January 1, 1981; (ii) The Shelby Fund, which
commenced operations on May 3, 1991; and (iii) Common Trust Fund III which
commenced operations on October 1, 1992.
2 The above information for the periods prior to inception of the
Fund (June 27, 1994) is the average annual total return for the periods
indicated, assuming reinvestment of all net investment income and taking into
account expenses of 1.48% of average daily net assets, which was the expected
expense ratio of the Shelby Fund at the time of the inception. The average
annual total returns for the periods subsequent to the inception of the Fund
also assume reinvestment of all net investment income and realized capital
gains and take into account actual expenses of the Fund.
3 The above information for the periods prior to inception of the
Fund (June 27, 1994) is the annual total return for the periods indicated,
assuming reinvestment of all net investment income and taking into account
expenses of 1.48% of average daily net assets, which was the expected expense
ratio of the Shelby Fund at the time of inception. The annual total returns for
the periods subsequent to the inception of the Fund also assume reinvest of all
net investment income and realized capital gains and take into account actual
expenses of the Fund.
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