<PAGE> 1
THE SHELBY FUND
Supplement dated June 1, 1998
to Prospectus dated July 31, 1997
The following information replaces the first and second paragraphs on
Page 15 regarding the managers for the Fund:
SMC Capital, Inc., 4350 Brownsboro Road, Louisville, Kentucky 40207
(the "Sub-Adviser"), is the sub-investment adviser for the Fund and has been
engaged to provide day-to-day investment advisory services to the Fund. SMC
Capital, Inc. is a registered investment adviser established in 1993.
The following individuals serve as a team managing the Fund:
DARRELL R. WELLS, Chairman and Chief Executive Officer of SMC Capital,
Inc. Harvard University, A.B. (1965); SMC Capital, Inc.
(1993-present); Security Management (1972-present).
JAMES C. SHIRCLIFF, CFA, Executive Vice-President and Director of
Research of SMC Capital, Inc., University of Louisville, B.S.
(1972); SMC Capital, Inc. (1997-present); Executive Investment
Advisors (1992-1997); Southeastern Asset Management (1986-1991);
Oppenheimer Management Company (1985- 1986); Oppenheimer and
Company (1983-1985); First Kentucky Trust Company (1973-1983).
GREG E. DEUSER, CFA, Senior Vice-President of SMC Capital, Inc.,
University of Louisville, B.S. (1982); SMC Capital, Inc.,
(1998-present); Commonwealth Bancshares Inc. (1997-1998); Stegner
Investment Associates (1996-1997); Executive Investment Advisors
(1995-1996); PRIMCO Capital Management (1986-1995).
INVESTORS SHOULD RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
SH1S060198
