Boston Trust & Walden Funds, et al. – ‘485BPOS’ on 7/28/04

On:  Wednesday, 7/28/04, at 5:26pm ET   ·   Effective:  7/28/04   ·   Accession #:  950152-4-5682   ·   File #s:  33-44964, 811-06526

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Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Shelby Fund--Coventry Group 485BPOS                  100    403K 
 2: EX-99.J     Miscellaneous Exhibit                                  1      6K 
 3: EX-99.P.1   Miscellaneous Exhibit                                 17     48K 
 4: EX-99.P.2   Miscellaneous Exhibit                                 16     47K 

485BPOS   —   Shelby Fund--Coventry Group 485BPOS
Document Table of Contents

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         As filed with the Securities and Exchange Commission on July 28, 2004

                                                     Securities Act No. 33-44964
                                        Investment Company Act File No. 811-6526

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

 FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 [X]     

             Pre-Effective Amendment No.                           [ ]
              --

             Post-Effective Amendment No. 103                      [X]
                 ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         [X]     

             Amendment No. 105                                     [X]
---             

THE COVENTRY GROUP
------------------
(Exact Name of Registrant as Specified in Charter)

 3435 Stelzer Road, Columbus, Ohio 43219
 ---------------------------------------
(Address of Principal Executive Offices)

 Registrant's Telephone Number: (614) 470-8000
                                   -----------------

Patrick W.D. Turley, Esq. 
Dechert LLP 
1775 I Street, NW 
Washington, D.C. 20006
----------------------
 (Name and Address of Agent for Service)

 With Copies to:
 ---------------

R. Jeffrey Young
 BISYS Fund Services
 3435 Stelzer Road
Columbus, Ohio 43219

It is proposed that this filing will become effective on August 1, 2004         
pursuant to paragraph (b) of Rule 485.                                          

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QUESTIONS?
Call 1-800-774-3529 or your 
investment representative.

[SHELBY LOGO] 

THE SHELBY FUND 

THE SHELBY
LARGE CAP FUND

CLASS A & CLASS B 
SHARES

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

PROSPECTUS DATED AUGUST 1, 2004 

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

SMC CAPITAL, INC. 
Investment Adviser

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

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TABLE OF CONTENTS 

                                                                [Download Table]
                                                                                    
                                      RISK/RETURN SUMMARY AND FUND EXPENSES         

                              [ICON]                                                
Carefully review this                     3  The Shelby Fund                        
important section for a                   7  The Shelby Large Cap Fund              
summary of each Fund's                                                              
investments, risks and fees.                                                        

                                      INVESTMENT OBJECTIVES, STRATEGIES AND RISKS   

                              [ICON]                                                
This section contains                    11  The Shelby Fund                        
details on each Fund's                   12  Investment Risks                       
investment strategies and                13  The Shelby Large Cap Fund              
risks.                                   14  Investment Risks                       

                                      SHAREHOLDER INFORMATION                       

                              [ICON]                                                
Consult this section to                  15  Pricing of Fund Shares                 
obtain details on how shares             15  Purchasing and Adding to Your Shares   
are valued, how to purchase,             18  Selling Your Shares                    
sell and exchange shares,                21  Distribution Arrangements/Sales Charges
related charges and payments             25  Dividends, Distributions and Taxes     
of dividends.                                                                       

                                      FUND MANAGEMENT                               

                              [ICON]                                                
Review this section for                  26  The Investment Adviser                 
details on the people and                26  Portfolio Managers                     
organizations who oversee                27  The Distributor and Administrator      
the Funds and their                                                                 
investments.                                                                        

                                      FINANCIAL HIGHLIGHTS                          

                              [ICON]                                                
Review this section for                  28  The Shelby Fund                        
details on the selected                  29  The Shelby Large Cap Fund              
financial statements of the                                                         
Funds.                                                                              

Please Note: Class B Shares of each of the Funds are not currently being offered
for sale.                                                                       

2                                                                             

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY FUND                                                                 

RISK/RETURN SUMMARY     

                                                                [Download Table]
                                                                                   
INVESTMENT OBJECTIVES  The Shelby Fund seeks capital appreciation.                 

PRINCIPAL              The Fund invests primarily in a diversified portfolio of    
INVESTMENT STRATEGIES  equity securities that the Fund's Adviser believes are      
                       likely to achieve superior growth in earnings. This growth  
                       is typically generated by increasing unit volume and        
                       expanding margins derived from developing new products,     
                       services and markets. The companies selected may be of      
                       various market capitalizations as long as the growth        
                       potential is significantly greater than average.            

PRINCIPAL              Because the value of the Fund's investments will fluctuate  
INVESTMENT RISKS       with market conditions, so will the value of your investment
                       in the Fund. You could lose money on your investment in the 
                       Fund, or the Fund could underperform other investments. Some
                       of the Fund's holdings may underperform its other holdings. 
                       The Fund may invest in shares of relatively new and smaller 
                       companies and shares of these types of companies may be more
                       volatile than those of larger, more established issuers.    

WHO MAY                Consider investing in the Fund if you are:                  
WANT TO INVEST?          - investing for a long-term goal such as retirement (five 
                       year or longer investment horizon)                          
                         - looking to add a growth component to your portfolio     
                         - willing to accept higher risks of investing in the stock
                       market in exchange for potentially higher long term returns 

                       This Fund will not be appropriate for someone:              
                         - seeking monthly income                                  
                         - pursuing a short-term goal or investing emergency       
                       reserves                                                    
                         - seeking safety of principal                             

FUND                   Because the Class B Shares of the Fund have not yet been    
PERFORMANCE            offered, fund performance information is not presented for  
                       that class of shares.                                       

                                                                               3

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY FUND                                                                 

                                  PERFORMANCE BAR CHART AND TABLE(1)
                                YEAR-BY-YEAR TOTAL RETURNS AS OF
                       12/31 -- CLASS A SHARES
[GRAPH] 

                                                                [Download Table]
            
1994    2.33
95     35.03
96     13.69
97      5.95
98     12.49
99     55.58
00    -23.51
01    -17.81
02    -24.63
03     36.76

                                The bar chart above does not reflect the
                                 impact of any applicable sales charges or
                                   account fees which would reduce returns. Of
                                  course, past performance does not indicate
                                how the Fund will perform in the future.

                                                Best quarter:  Q4 1999   +33.00%

                                                Worst quarter: Q4 2000   -26.58%

                                              AVERAGE ANNUAL TOTAL
                                 RETURNS
                                                 (for the periods ending

                                               December 31, 2003)(6)

The chart and table on this                                               
page show how The Shelby Fund                                             
has performed and how its                                                 
performance has varied from                                               
year to year. The bar chart                                               
shows changes in the Fund's                                               
yearly performance for each                                               
of the last ten years to                                                  
demonstrate that the Fund's                                               
value varied at differing                                                 
times. The returns for Class                                              
B will differ from the                                                    
returns for Class A Shares                                                
shown in the bar chart                                                    
because of differences in                                                 
expenses for each respective                                              
class of shares. The table                                                
below it compares performance                                             
over time (both before and                                                
after taxes) to that of the                                               
Fund's primary benchmark the                                              
S&P 500(R) Index(2) and also                                              
to the Russell 2000 Index(3).                                             

The quoted performance for                                                
the Fund's Class A Shares                                                 
includes performance of (1)                                               
certain common trust and                                                  
collective investment funds                                               
that were converted into                                                  
Class Y Shares' assets upon                                               
the establishment of the Fund                                             
on July 1, 1994 ("Commingled                                              
Funds") (2) the Fund's Class                                              
Y Shares from July 1, 1994 to                                             
the inception of Class A                                                  
Shares on October 28, 1999,                                               
as restated to reflect the                                                
expenses of Class A Shares                                                
and (3) the performance of                                                
the Class A Shares since                                                  
their inception on October                                                
28, 1999.(4)                                                              

                                                        [Enlarge/Download Table]

                                       PERFORMANCE   PAST   PAST 5   PAST 10    SINCE  
                                        INCEPTION    YEAR   YEARS     YEARS   INCEPTION
                                                                                       
CLASS A RETURN BEFORE TAXES (INCLUDES                                                  
MAXIMUM SALES CHARGE OF 4.75%)            1/1/81    30.17%   -0.80%    6.05%    11.20% 
CLASS A RETURN AFTER TAXES                                                             
ON DISTRIBUTIONS (INCLUDES MAXIMUM                                                     
SALES CHARGE OF 4.75%)(5)                 1/1/81    30.17%   -1.91%     n/a       n/a  
CLASS A RETURN AFTER TAXES                                                             
ON DISTRIBUTIONS AND SALE OF FUND                                                      
SHARES (INCLUDES MAXIMUM SALES CHARGE                                                  
OF 4.75%)(5)                              1/1/81    19.61%   -0.99%     n/a       n/a  
S&P 500(R) INDEX(2)                       1/1/81    28.70%   -0.57%   11.06%    12.89% 
RUSSELL 2000 INDEX(3)                     1/1/81    47.25%    7.13%    9.47%    11.18% 

(1) Both the chart and table assume reinvestment of dividends and distributions.

(2) A widely recognized, unmanaged index of common stocks generally             
 representative of the stock market as a whole. The index does not reflect
the deduction of fees and expenses associated with a mutual fund or the 
impact of taxes.                                                        

(3) An unmanaged index of small and mid-capitalization common stocks. The index 
    does not reflect the deduction of fees and expenses associated with a mutual
fund or the impact of taxes.                                            

4                                                                             

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY FUND                                                                 

(4) The Commingled Funds were previously managed with full investment authority 
by the Fund's portfolio managers. The Fund's investment objective and   
policies are substantially similar to those of the Commingled Funds. The
Commingled Funds were not registered under the Investment Company Act of
1940 (the "1940 Act") and therefore they were not subject to certain    
    investment restrictions imposed by the 1940 Act. If the Commingled Funds had
been registered under the 1940 Act, their performance might have been   
adversely affected.                                                     

(5) After-tax returns are calculated using the historical highest individual    
 federal marginal income tax rates, and do not reflect the impact of state
and local taxes. Actual after-tax returns depend on the investor's tax  
  situation and may differ from those shown. The after-tax returns shown are
 not relevant to investors who hold their Fund shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.    
After-tax returns are not available and are therefore not required to be
presented for the periods prior to the time the Fund became a registered
investment company.                                                     

(6) For the period January 1, 2004 through June 30, 2004, the aggregate         
   (non-annualized) total return for the Class A Shares of the Fund was -4.32%
versus 3.44% for the S&P 500 Index(2) and 6.76% for the Russell 2000    
Index(3).                                                               

                                                                               5

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY FUND                                                                 

                             FEES AND EXPENSES

                                                                [Download Table]
                                                          
SHAREHOLDER FEES (FEES PAID                               
DIRECTLY FROM YOUR INVESTMENT)      A SHARES   B SHARES(4)
Maximum Sales Charge (load)                               
Imposed on Purchases                4.75%(1)       None   
Maximum Deferred Sales Charge                             
(load)                                None     5.00%(2)   
ANNUAL FUND OPERATING EXPENSES                            
(EXPENSES THAT ARE DEDUCTED FROM                          
FUND ASSETS)                                              
Management Fees                      1.00%        1.00%   
Distribution and Service (12b-1)                          
Fees                                 0.25%        1.00%   
Other Expenses(3)                    1.04%        1.04%   
Total Fund Operating Expenses        2.29%        3.04%   

                             (1) Lower sales charges are available
                                       depending upon the amount invested. See
                            "Distribution Arrangements."

                                (2) The Contingent Deferred Sales Charge
                                     ("CDSC") imposed on Class B Shares if
                                     you sell your shares before a certain
                                        period of time has elapsed declines over
                                    six years starting with year one and
                                      ending in year six as follows: 5%, 5%,
               4%, 3%, 2%, 1%.

                                  (3) The Administrator is waiving a portion
                                       of the Administrative fee so that Other
                                        Expenses are expected to be 0.99%. TOTAL
                                      FUND OPERATING EXPENSES AFTER THIS FEE
                                   WAIVER ARE EXPECTED TO BE 2.24% AND
                               2.99% FOR CLASS A AND B SHARES,
                                       RESPECTIVELY. These expense limitations
                                       may be revised or canceled at any time.

                                  (4) Class B Shares are not currently being
                 offered for sale.

                           EXPENSE EXAMPLE

                                                                [Download Table]
                                                                  
                                    1       3        5        10  
                                   YEAR   YEARS    YEARS    YEARS 
CLASS A SHARES                     $696   $1,156   $1,642   $2,976
CLASS B SHARES                                                    
Assuming Redemption                $807   $1,339   $1,796   $3,181
Assuming no Redemption             $307   $  939   $1,596   $3,181

This table describes the fees                                                   
and expenses that you may                                                 
pay if you buy and hold                                                   
shares of the Fund.                                                       

Use this table to compare fees                                                  
and expenses with those of                                                
other Funds. It illustrates                                               
the amount of fees and                                                    
expenses you would pay,                                                   
assuming the following:                                                   

- $10,000 investment                                                        

- 5% annual return                                                          

- redemption at the end of                                                  
each period                                                             

- no changes in the Fund's                                                  
operating expenses                                                      

- reinvestment of dividends                                                 
and distributions                                                       

Because this example is                                                         
hypothetical and for                                                      
comparison purposes only,                                                 
your actual costs will be                                                 
different.                                                                

6                                                                             

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]

THE SHELBY LARGE CAP FUND                                                       

RISK/RETURN SUMMARY     

                                                                [Download Table]
                                                                                   
INVESTMENT OBJECTIVES  The Shelby Large Cap Fund seeks capital appreciation.       

PRINCIPAL              The Fund invests primarily in a diversified portfolio of    
INVESTMENT STRATEGIES  equity securities of large capitalization companies. For    
                       these purposes, the Adviser deems issuers with market       
                       capitalizations in excess of $5 billion to be large         
                       capitalization companies. The Adviser seeks growth at a     
                       reasonable price and typically invests in industry-leading  
                       domestic companies that have proven track records of        
                       consistent, above-average earnings and revenue growth.      

PRINCIPAL              Because the value of the Fund's investments will fluctuate  
INVESTMENT RISKS       with market conditions, so will the value of your investment
                       in the Fund. You could lose money on your investment in the 
                       Fund, or the Fund could underperform other investments. Some
                       of the Fund's holdings may underperform its other holdings. 

WHO MAY                Consider investing in the Fund if you are:                  
WANT TO INVEST?          - investing for a long-term goal such as retirement (five 
                       year or longer investment horizon)                          
                         - looking to add a growth component to your portfolio     
                         - willing to accept higher risks of investing in the stock
                       market in exchange for potentially higher long term returns 
                       This Fund will not be appropriate for someone:              
                         - seeking monthly income                                  
                         - pursuing a short-term goal or investing emergency       
                       reserves                                                    
                         - seeking safety of principal                             

FUND PERFORMANCE       Because the Class B Shares of the Fund have not yet been    
                       offered, fund performance information is not presented for  
                       that class of shares.                                       

                                                                               7

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY LARGE CAP FUND                                                       

                                  PERFORMANCE BAR CHART AND TABLE(1)
                                YEAR-BY-YEAR TOTAL RETURNS AS OF
                       12/31 -- CLASS A SHARES
[GRAPH] 

                                                                [Download Table]
            
1996   26.32
97     34.38
98     25.53
99     23.46
00     -7.69
01     -9.98
02    -20.89
03     20.89

                                The bar chart above does not reflect the
                                 impact of any applicable sales charges or
                                   account fees which would reduce returns. Of
                                  course, past performance does not indicate
                                how the Fund will perform in the future.

                                                Best quarter:  Q4 1998   +24.75%
                                                Worst quarter: Q3 2002   -15.72%

                                              AVERAGE ANNUAL TOTAL
                                 RETURNS
                                                 (for the periods ending

                                               December 31, 2003)(5)

The bar chart on this page                                                
shows how the Class A                                                     
Shares of The Shelby Large                                                
Cap Fund have performed and                                               
how their performance has                                                 
varied from year to year.                                                 
The bar chart shows changes                                               
in the Fund's yearly                                                      
performance for each of the                                               
last seven years to                                                       
demonstrate that the Fund's                                               
value varied at differing                                                 
times. The returns for                                                    
Class B will differ from                                                  
the returns for Class A                                                   
Shares shown in the bar                                                   
chart because of                                                          
differences in expenses for                                               
each respective class of                                                  
shares. The table below it                                                
compares the Fund's                                                       
performance over time (both                                               
before and after taxes) to                                                
that of its primary                                                       
benchmark the S&P 500(R)                                                  
Index(2). The quoted                                                      
performance for the Fund                                                  
consists of the performance                                               
of certain common trust                                                   
funds and collective                                                      
investment funds (the                                                     
"Commingled Funds") that                                                  
were previously managed                                                   
with full investment                                                      
authority by the Fund's                                                   
portfolio managers prior to                                               
the establishment of the                                                  
Fund on August 1, 2001. The                                               
assets of the Commingled                                                  
Funds were converted into                                                 
assets of the Fund upon the                                               
establishment of the                                                      
Fund(3).                                                                  

                                                                [Download Table]

                                       PERFORMANCE   PAST   PAST 5     SINCE  
                                        INCEPTION    YEAR   YEARS    INCEPTION
                                                                              
CLASS A RETURN BEFORE TAXES (INCLUDES                                         
MAXIMUM SALES CHARGE OF 4.75%)           10/1/95    15.21%   -1.34%    9.32%  
CLASS A RETURN AFTER TAXES                                                    
ON DISTRIBUTIONS (INCLUDES MAXIMUM                                            
SALES CHARGE OF 4.75%)(4)                10/1/95    15.21%     n/a      n/a   
CLASS A RETURN AFTER TAXES                                                    
ON DISTRIBUTIONS AND SALE OF FUND                                             
SHARES (INCLUDES MAXIMUM SALES CHARGE                                         
OF 4.75%)(4)                             10/1/95     9.89%     n/a      n/a   
S&P 500(R) INDEX(2)                      10/1/95    28.70%   -0.57%    9.87%  

(1) Both the chart and table assume reinvestment of dividends and distributions.

(2) A widely recognized, unmanaged index of common stocks generally             
 representative of the stock market as a whole. The index does not reflect
the deduction of fees and expenses associated with a mutual fund or the 
impact of taxes.                                                        

8                                                                             

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY LARGE CAP FUND                                                       

(3) The Fund's investment objective and policies are substantially similar to   
those of the Commingled Funds. The Commingled Funds were not registered 
    under the Investment Company Act of 1940 (the "1940 Act") and therefore they
    were not subject to certain investment restrictions imposed by the 1940 Act.
If the Commingled Funds had been registered under the 1940 Act, their   
performance might have been adversely affected.                         

(4) After-tax returns are calculated using the historical highest individual    
 federal marginal income tax rates, and do not reflect the impact of state
and local taxes. Actual after-tax returns depend on the investor's tax  
  situation and may differ from those shown. The after-tax returns shown are
 not relevant to investors who hold their Fund shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.    
After-tax returns are not available and are therefore not required to be
presented for the periods prior to the time the Fund became a registered
investment company.                                                     

(5) For the period January 1, 2004 through June 30, 2004, the aggregate         
   (non-annualized) total return for the Class A Shares of the Fund was -3.70%
versus 3.44% for the S&P 500 Index(2).                                  

                                                                               9

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY LARGE CAP FUND                                                       

                             FEES AND EXPENSES

                                                                [Download Table]
                                                        
SHAREHOLDER FEES (FEES PAID                          B  
DIRECTLY FROM YOUR INVESTMENT)      A SHARES   SHARES(4)
Maximum Sales Charge (load)                             
Imposed on Purchases                4.75%(1)      None  
Maximum Deferred Sales Charge                           
(load)                                None     5.00%(2) 
ANNUAL FUND OPERATING EXPENSES                          
(EXPENSES THAT ARE DEDUCTED FROM                        
FUND ASSETS)                                            
Management Fees                      0.85%       0.85%  
Distribution and Service (12b-1)                        
Fees                                 0.25%       1.00%  
Other Expenses(3)                    0.72%       0.72%  
Total Fund Operating Expenses        1.82%       2.57%  

                             (1) Lower sales charges are available
                                       depending upon the amount invested. See
                            "Distribution Arrangements."

                                (2) The Contingent Deferred Sales Charge
                                     ("CDSC") imposed on Class B Shares if
                                     you sell your shares before a certain
                                        period of time has elapsed declines over
                                    six years starting with year one and
                                      ending in year six as follows: 5%, 5%,
               4%, 3%, 2%, 1%.

                                  (3) The Administrator is waiving a portion
                                       of the Administrative fee so that Other
                                        Expenses are expected to be 0.67%. TOTAL
                                      FUND OPERATING EXPENSES AFTER THIS FEE
                                   WAIVER ARE EXPECTED TO BE 1.77% AND
                               2.52% FOR CLASS A AND B SHARES,
                                       RESPECTIVELY. These expense limitations
                                       may be revised or canceled at any time.

                                  (4) Class B Shares are not currently being
                 offered for sale.

                           EXPENSE EXAMPLE

                                                                [Download Table]
                                                                  
                                    1       3        5        10  
                                   YEAR   YEARS    YEARS    YEARS 
CLASS A SHARES                     $651   $1,020   $1,413   $2,511
CLASS B SHARES                                                    
Assuming Redemption                $760   $1,199   $1,565   $2,722
Assuming no Redemption             $260   $  799   $1,365   $2,722

This table describes the fees                                                   
and expenses that you may                                                 
pay if you buy and hold                                                   
shares of the Fund.                                                       

Use this table to compare fees                                                  
and expenses with those of                                                
other Funds. It illustrates                                               
the amount of fees and                                                    
expenses you would pay,                                                   
assuming the following:                                                   

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

Because this example is                                                         
hypothetical and for                                                      
comparison purposes only,                                                 
your actual costs will be                                                 
different.                                                                

10                                                                            

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                          [ICON]
THE SHELBY FUND                                                                 

TICKER SYMBOL: SHALX                                                      

INVESTMENT OBJECTIVE, POLICIES AND STRATEGY                               

INVESTMENT OBJECTIVE                                                      

  The investment objective of The Shelby Fund is to seek capital appreciation.

POLICIES AND STRATEGIES                                                   

The Adviser pursues the Fund's investment objective by investing in a     
diversified portfolio of equity securities, including relatively new or   
unseasoned ones, that the Adviser believes are likely to achieve superior 
growth in earnings. This growth is typically generated by increasing unit 
 volume and expanding margins derived from developing new products, services
  and markets. The companies selected may be of various market capitalizations
  as long as the growth potential, in the Adviser's judgment, is significantly
greater than average. The Fund will seek to take advantage of market      
   volatility when fluctuations in securities' prices seem unjustified. In order
to achieve this goal, positions may be initiated or increased when price  
declines occur or positions will be sold or reduced on price advances that
  appear unwarranted. This policy may well result in higher portfolio turnover
than would otherwise be the case. There can be no assurances that the Fund
will achieve its investment objective. This Fund is not appropriate for   
 investors seeking predictable income or short-term preservation of capital.

Consistent with the Fund's investment objective, the Fund:                

     - invests substantially all, but in no event less than 65%, of the value of
its total assets in equity securities                             

- invests in the following types of equity securities: common stocks, 
       preferred stocks, securities convertible into common stocks, warrants and
any rights to purchase common stocks                              

- may engage in short sales against the box                           

- may invest in fixed income securities consisting of corporate notes,
 bonds and debentures that are rated investment grade at the time of
purchase                                                          

- may invest in obligations issued or guaranteed by agencies or       
instrumentalities of the U.S. Government                          

     - may invest in the securities of foreign issuers and may acquire sponsored
  and unsponsored American Depositary Receipts and European Depositary
Receipts                                                          

- may invest in convertible securities that are securities which are  
convertible into or exchangeable for common stock                 

- may engage in repurchase transactions pursuant to which the Fund    
     purchases a security and simultaneously commits to resell that security
    to the seller (either a bank or a securities dealer) at an agreed upon
  price on an agreed upon date (usually within seven days of purchase)

- may engage in options transactions                                  

- may engage in futures transactions as well as invest in options on  
futures contracts solely for hedging purposes                     

- may lend securities to qualified brokers, dealers, banks and other  
   financial institutions for the purpose of realizing additional income

                                                                              11

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                          [ICON]
THE SHELBY FUND                                                                 

 - may purchase securities on a when-issued or delayed-delivery basis in
 which a security's price and yield are fixed on a specific date but
      payment and delivery are scheduled for a future date beyond the standard
settlement period                                                 

- may invest in other investment companies                            

 In the event that the Adviser determines that current market conditions are
   not suitable for the Fund's typical investments, the Adviser may instead, for
temporary defensive purposes during such unusual market conditions, invest
all or any portion of the Fund's assets in money market instruments and   
repurchase agreements.                                                    

INVESTMENT RISKS                                                          

An investment in the Fund is subject to investment risks, including the   
possible loss of the principal amount invested.                           

Generally, the Fund will be subject to the following risks:               

   EQUITY RISK: The value of the equity securities held by the Fund, and thus of
the Fund's shares, can fluctuate -- at times dramatically. The prices of  
equity securities are affected by various factors, including market       
conditions, political and other events, and developments affecting the    
particular issuer or its industry or geographic sector. The fact that the 
Adviser follows a specific discipline can provide no assurance against a  
decline in the value of the Fund's shares.                                

MARKET RISK: Market risk refers to the risk related to investments in     
 securities in general and the daily fluctuations in the securities markets.
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.

  CREDIT RISK: Credit risk refers to the risk related to the credit quality of
the issuer of a security held in the Fund's portfolio. The Fund could lose
money if the issuer of a security is unable to meet its financial         
obligations.                                                              

SMALL-CAP RISK: Small capitalization companies may not have the size,     
resources or other assets of large capitalization companies. These small  
capitalization companies may be subject to greater market risks and       
fluctuations in value than large capitalization companies and may not     
correspond to changes in the stock market in general.                     

FOREIGN INVESTMENT RISK: The Fund may invest in foreign securities which  
involve investment risks different from those associated with domestic    
  securities. Foreign investments may be riskier than U.S. investments because
   of unstable international political and economic conditions, foreign controls
on investment and currency exchange rates, withholding taxes, or a lack of
adequate company information, lack of liquidity, and lack of government   
regulation.                                                               

 Investments in the Fund are not deposits of Commonwealth Bancshares Inc. or
any of its affiliates and are not insured or guaranteed by the Federal    
Deposit Insurance Corporation (the "FDIC") or any other government agency.

   Please see the Statement of Additional Information for more information about
these investment policies.                                                

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                          [ICON]
THE SHELBY LARGE CAP FUND                                                       

TICKER SYMBOL: SLCPX                                                      

INVESTMENT OBJECTIVE, POLICIES AND STRATEGY                               

INVESTMENT OBJECTIVE                                                      

The investment objective of The Shelby Large Cap Fund is to seek capital  
appreciation.                                                             

POLICIES AND STRATEGIES                                                   

The Adviser pursues the Fund's investment objective by investing in a     
   diversified portfolio of equity securities of large capitalization companies.
  For these purposes, the Adviser deems issuers with market capitalizations in
  excess of $5 billion to be large capitalization companies. The Adviser seeks
growth at a reasonable price and typically invests in industry-leading    
domestic companies that have proven track records of consistent ,         
   above-average earnings and revenue growth. The Adviser evaluates the strength
of an issuer's balance sheet as well as its lines of business,            
diversification and its international exposure. The Fund's portfolio is   
  generally well diversified and typically holds 80 or more individual issuers
 from various market segments. There can be no assurances that the Fund will
  achieve its investment objective. This Fund is not appropriate for investors
seeking predictable income or short-term preservation of capital.         

Consistent with the Fund's investment objective, the Fund:                

     - invests substantially all, but in no event less than 80%, of the value of
   its net assets in equity securities of large capitalization companies

- invests in the following types of equity securities: common stocks, 
       preferred stocks, securities convertible into common stocks, warrants and
any rights to purchase common stocks                              

- may engage in short sales against the box                           

- may invest in fixed income securities consisting of corporate notes,
 bonds and debentures that are rated investment grade at the time of
purchase                                                          

- may invest in obligations issued or guaranteed by agencies or       
instrumentalities of the U.S. Government                          

     - may invest in the securities of foreign issuers and may acquire sponsored
  and unsponsored American Depositary Receipts and European Depositary
Receipts                                                          

- may invest in convertible securities that are securities which are  
convertible into or exchangeable for common stock                 

- may engage in repurchase transactions pursuant to which the Fund    
     purchases a security and simultaneously commits to resell that security
    to the seller (either a bank or a securities dealer) at an agreed upon
  price on an agreed upon date (usually within seven days of purchase)

- may engage in options transactions                                  

- may engage in futures transactions as well as invest in options on  
futures contracts solely for hedging purposes                     

- may lend securities to qualified brokers, dealers, banks and other  
   financial institutions for the purpose of realizing additional income

                                                                              13

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                          [ICON]
THE SHELBY LARGE CAP FUND                                                       

 - may purchase securities on a when-issued or delayed-delivery basis in
 which a security's price and yield are fixed on a specific date but
      payment and delivery are scheduled for a future date beyond the standard
settlement period                                                 

- may invest in other investment companies                            

 In the event that the Adviser determines that current market conditions are
   not suitable for the Fund's typical investments, the Adviser may instead, for
temporary defensive purposes during such unusual market conditions, invest
all or any portion of the Fund's assets in money market instruments and   
repurchase agreements.                                                    

INVESTMENT RISKS                                                          

An investment in the Fund is subject to investment risks, including the   
possible loss of the principal amount invested.                           

Generally, the Fund will be subject to the following risks:               

   EQUITY RISK: The value of the equity securities held by the Fund, and thus of
the Fund's shares, can fluctuate -- at times dramatically. The prices of  
equity securities are affected by various factors, including market       
conditions, political and other events, and developments affecting the    
particular issuer or its industry or geographic sector. The fact that the 
Adviser follows a specific discipline can provide no assurance against a  
decline in the value of the Fund's shares.                                

MARKET RISK: Market risk refers to the risk related to investments in     
 securities in general and the daily fluctuations in the securities markets.
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.

  CREDIT RISK: Credit risk refers to the risk related to the credit quality of
the issuer of a security held in the Fund's portfolio. The Fund could lose
money if the issuer of a security is unable to meet its financial         
obligations.                                                              

FOREIGN INVESTMENT RISK: The Fund may invest in foreign securities which  
involve investment risks different from those associated with domestic    
  securities. Foreign investments may be riskier than U.S. investments because
   of unstable international political and economic conditions, foreign controls
on investment and currency exchange rates, withholding taxes, or a lack of
adequate company information, lack of liquidity, and lack of government   
regulation.                                                               

 Investments in the Fund are not deposits of Commonwealth Bancshares Inc. or
any of its affiliates and are not insured or guaranteed by the Federal    
Deposit Insurance Corporation (the "FDIC") or any other government agency.

   Please see the Statement of Additional Information for more information about
these investment policies.                                                

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

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

PURCHASING AND ADDING TO YOUR SHARES                                      

You may purchase a Fund                                                   
through the Distributor or                                                
through investment                                                        
representatives, who may                                                  
charge additional fees and                                                
may require higher minimum                                                
investments or impose                                                     
other limitations on                                                      
buying and selling shares.                                                
If you purchase shares                                                    
through an investment                                                     
representative, that party                                                
is responsible for                                                        
transmitting orders by                                                    
close of business and may                                                 
have an earlier cut-off                                                   
time for purchase and sale                                                
requests. Consult your                                                    
investment representative                                                 
for specific information.                                                 

Per share net asset value (NAV) for each Fund is determined and their shares are
                                          priced at the close of regular trading
                                         on the New York Stock Exchange, or at
                                      4:00 p.m. Eastern time on days the
                                  Exchange is open, whichever is
            earlier.

Your order for purchase, sale or exchange of shares is priced at the next NAV   
                                  calculated after your order is
                                 accepted by the Fund plus any
                                       applicable sales charge as noted in
                                the section on "Distribution
                                        Arrangements/Sales Charges." This is
                                        what is known as the offering price.

Each Fund's securities are generally valued at current market prices. If market 
                                        quotations are not available, prices
                                  will be based on fair value as
                                      determined by the Funds' Trustees.

                                                                [Download Table]
                                                           
                                     MINIMUM     MINIMUM   
                                     INITIAL     SUBSEQUENT
ACCOUNT TYPE                        INVESTMENT   INVESTMENT
Regular (non-retirement)              $1,000        $100   
Retirement (IRA)                      $1,000        $ 50   
Automatic Investment Plan             $   25        $ 25   

All purchases must be in U.S. dollars. A fee will be charged for any checks that
                                 do not clear. Third-party checks, starter
                                checks, traveler's checks, money orders,
                                   cash and credit card convenience checks are
     not accepted.

The Funds may waive the minimum purchase requirement and the Distributor may    
                                  reject a purchase order if it considers it
                                   in the best interest of the Funds and their
     shareholders.

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

PURCHASING AND ADDING TO YOUR SHARES                                      
CONTINUED                                                                 

INSTRUCTIONS FOR OPENING OR ADDING TO AN ACCOUNT                          

BY REGULAR MAIL                                                           

Initial Investment:                                                       

1. Carefully read and complete the application. Establishing your account 
   privileges now saves you the inconvenience of having to add them later.

  2. Make check or cashier's check payable to either "The Shelby Fund" or "The
Shelby Large Cap Fund", as applicable                               

3. Mail to: The Shelby Funds, PO Box 182698, Columbus, OH 43218-2698      

Subsequent:                                                               

1. Use the investment slip attached to your account statement. Or, if     
unavailable,                                                        

2. Include the following information on a piece of paper:                 
- Fund name                                                         
- Amount invested                                                   
- Account name                                                      
- Account number                                                    

Include your account number on your check.                          

3. Mail to: THE SHELBY FUNDS, PO Box 182698,                              
Columbus, OH 43218-2698                                             

BY OVERNIGHT SERVICE                                                      

SEE INSTRUCTIONS 1-2 ABOVE FOR SUBSEQUENT INVESTMENTS.                    

4. Send to: THE SHELBY FUNDS, c/o BISYS Fund Services, Attn: Shareholder  
Services, 3435 Stelzer Road, Columbus, OH 43219                     

ELECTRONIC PURCHASES                                                      

  Your bank must participate in the Automated Clearing House (ACH) and must be
a United States Bank. Your bank or broker may charge for this service.    

Establish electronic purchase option on your account application or call  
   1-800-774-3529. Your account can generally be set up for electronic purchases
within 15 days.                                                           

Call 1-800-774-3529 to arrange a transfer from your bank account.         

ELECTRONIC VS. WIRE TRANSFER                                                    
Wire transfers allow financial institutions to send funds to each other, almost 
                                                    instantaneously. With an
                                                  electronic purchase or
                                                    sale, the transaction is
                                            made through the
                                                    Automated Clearing House
                                                    (ACH) and may take up to
                                                eight days to clear.
                                                     There is generally no fee
                                                 for ACH transactions.

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

PURCHASING AND ADDING TO YOUR SHARES                                      
CONTINUED                                                                 

BY WIRE TRANSFER                                                          

Note: Your bank may charge a wire transfer fee.                           

For initial investment:                                                   
Call 1-800-774-3529 to place your order and receive a confirmation number.
  You will be asked to fax your application and send the original in the mail.
Follow the instructions below after receiving your confirmation number.   

For initial and subsequent investments:                                   
Instruct your bank to wire transfer your investment to:                   
Name of Bank: Fifth Third Bank, Cincinnati                                
Routing Number: ABA #042000314                                            
DDA #717-26917                                                            

Include:                                                                  
Your name                                                                 
Your confirmation number                                                  

  AFTER INSTRUCTING YOUR BANK TO WIRE THE FUNDS, CALL 1-800-774-3529 TO ADVISE
US OF THE AMOUNT BEING TRANSFERRED AND THE NAME OF YOUR BANK              

  You can add to your account by using the convenient options described below.
The Fund reserves the right to change or eliminate these privileges at any
time with 60 days notice.                                                 

AUTOMATIC INVESTMENT PLAN                                                 

You can make automatic investments in the Funds from your bank account.   
Automatic investments can be as little as $25.                            

To invest regularly from your bank account:                               
* Complete the Automatic Investment Plan portion on your Account      
Application.                                                      

Make sure you note:                                               
- Your bank name, address and ABA number                    
- Your checking or savings account number                   
- The amount you wish to invest automatically (minimum $25) 
        - How often you want to invest (every month, 4 times a year, twice a
year or once a year)                                    
- Attach a voided personal check or savings deposit slip.   

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

DIVIDENDS AND DISTRIBUTIONS                                               

 All dividends and distributions will be automatically reinvested unless you
request otherwise. There are no sales charges for reinvested dividends and
distributions. Dividends are higher for Class A shares than for Class B   
shares, because Class A shares have lower distribution expenses. Capital  
gains are distributed at least annually.                                  

DISTRIBUTIONS ARE MADE ON A PER SHARE BASIS REGARDLESS OF HOW LONG YOU'VE 
 OWNED YOUR SHARES. THEREFORE, IF YOU INVEST SHORTLY BEFORE THE DISTRIBUTION
DATE, SOME OF YOUR INVESTMENT WILL BE RETURNED TO YOU IN THE FORM OF A    
DISTRIBUTION AND MAY BE SUBJECT TO INCOME TAX.                            
   -----------------------------------------------------------------------------

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

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 by the Funds,                                                    
their transfer agent, or                                                  
your investment                                                           
representative. Normally                                                  
you will receive your                                                     
proceeds (less any                                                        
applicable contingent                                                     
deferred sales charge)                                                    
within a week after your                                                  
request is received. See                                                  
section on "General                                                       
Policies on Selling                                                       
Shares" below.                                                            

BY TELEPHONE (unless you have declined telephone sales privileges)        

 1. Call 1-800-774-3529 with instructions as to how you wish to receive your
funds (mail, wire, electronic transfer).                            

BY MAIL                                                                   

1. Call 1-800-774-3529 to request redemption forms or write a letter of   
instruction indicating:                                             
- your Fund and account number                                      
- amount you wish to redeem                                         
- address where your check should be sent                           
- account owner signature                                           

2. Mail to: THE SHELBY FUNDS, P.O. Box 182698, Columbus, OH 43218-2698    

BY OVERNIGHT SERVICE                                                      

SEE INSTRUCTION 1 ABOVE.                                                  

2. Send to: THE SHELBY FUNDS, c/o BISYS Fund Services, Attn: Shareholder  
Services, 3435 Stelzer Road, Columbus, OH 43219                     

WIRE TRANSFER                                                             

You must indicate this option on your application.                        

Call 1-800-774-3529 to request a wire transfer.                           

If you call by 4 p.m. Eastern time or the close of the NYSE, whichever is 
earlier, your payment will normally be wired to your bank on the next     
business day.                                                             

The Funds may charge a wire transfer fee.                                 

Note: Your financial institution may also charge a separate fee.          

WITHDRAWING MONEY FROM YOUR FUND INVESTMENT                                     
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.

CONTINGENT DEFERRED SALES CHARGE                                                
When you sell Class B shares, you will be charged a fee for any shares that     
                                    have not been held for a sufficient length
                                   of time. These fees will be deducted from
                                   the money paid to you. See the section on
                                    "Distribution Arrangements/ Sales Charges"
            below for details.

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

SELLING YOUR SHARES                                                       
CONTINUED                                                                 

AUTOMATIC WITHDRAWAL PLAN                                                 

You can receive automatic payments from your account on a monthly or      
quarterly basis. The minimum withdrawal is $25. To activate this feature: 
    - Make sure you've checked the appropriate box and completed the Automatic
    Withdrawal section of the Account Application. Or call 1-800-774-3529.
- Include a voided personal check.                                    
   - Your account must have a value of $10,000 or more to start withdrawals.
    - If the value of your account falls below $1,000, you may be asked to add
sufficient funds to bring the account back to $1,000.             

  No CDSC will be assessed on redemptions made in accordance with this feature
that do not exceed 12% of an account's net asset value on an annualized   
  basis. For example, monthly and quarterly redemptions will not be subject to
a CDSC if they do not exceed 1% or 3%, respectively, of an account's net  
 asset value on the redemption date. Any redemptions in accordance with this
feature in excess of this limit are still subject to the applicable CDSC. 

GENERAL POLICIES ON SELLING SHARES                                        

REDEMPTIONS IN WRITING REQUIRED                                           

You must request redemption in writing in the following situations:       

1. Redemptions from Individual Retirement Accounts ("IRAs").              

  2. Redemption requests requiring a signature guarantee. Signature guarantees
are required in the following situations:                           
- Your account address has changed within the last 10 business days   
- The check is not being mailed to the address on your account        
- The check is not being made payable to the owner(s) of the account  
 - The redemption proceeds are being transferred to another Fund account
with a different registration                                     
  - The redemption proceeds are being wired to bank instructions currently
not on your account                                               

 Signature guarantees must be obtained from members of the STAMP (Securities
Transfer Agents Medallion Program), MSP (New York Stock Exchange Medallion
  Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to
  dollar limitations which must be considered when requesting their guarantee.
The Transfer Agent may reject any signature guarantee if it believes the  
transaction would otherwise be improper.                                  

VERIFYING TELEPHONE REDEMPTIONS                                           

The Funds make every effort to insure that telephone redemptions are only 
made by authorized shareholders. All telephone calls are recorded for your
protection and you will be asked for information to verify your identity. 
Given these precautions, unless you have specifically indicated on your   
   application that you do not want the telephone redemption feature, you may be
 responsible for any fraudulent telephone orders. If appropriate precautions
have not been taken, the Transfer Agent may be liable for losses due to   
unauthorized transactions.                                                

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

GENERAL POLICIES ON SELLING SHARES                                        
CONTINUED                                                                 

REDEMPTIONS WITHIN 10 DAYS OF INITIAL INVESTMENT                          

When you have made your initial investment by check, you cannot redeem any
portion of it until the Transfer Agent is satisfied that the check has    
  cleared (which may require up to 10 business days). You can avoid this delay
by purchasing shares with a federal funds wire.                           

REFUSAL OF REDEMPTION 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 Funds reserve the right to make payment in securities rather than cash,
known as "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 a Fund's net assets). If the Funds
 deem it advisable for the benefit of their shareholders, 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.         

SMALL ACCOUNT FEE                                                         

   Because of the high cost of maintaining small accounts the Funds may assess a
quarterly fee of $5 on all accounts with a balance below $2,000 for the   
quarter.                                                                  

UNDELIVERABLE REDEMPTION CHECKS                                           

For any shareholder who chooses to receive distributions in cash: If      
distribution checks (1) are returned and marked as "undeliverable" or (2) 
   remain uncashed for six months, your account will be changed automatically so
that all future distributions are reinvested in your account. Checks that 
 remain uncashed for six months will be canceled and the money reinvested in
your account at the current NAV.                                          

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

DISTRIBUTION ARRANGEMENTS/SALES CHARGES                                   

   This section describes the sales charges and fees you will pay as an investor
in the Funds and ways to qualify for reduced sales charges.               

                                                        [Enlarge/Download Table]
                                                                                          
                     CLASS A SHARES                     CLASS B SHARES                    
Sales Charge (Load)  Front-end sales charge; reduced    No front-end sales charge. A      
                     sales charges available.           contingent deferred sales charge  
                                                        (CDSC) may be imposed on shares   
                                                        redeemed within six years after   
                                                        purchase; shares automatically    
                                                        convert to Class A Shares after 8 
                                                        years. Maximum investment is      
                                                        $250,000.                         

Distribution and     Subject to annual distribution and Subject to annual distribution and
Service (12b-1) Fee  shareholder servicing fees of up   shareholder servicing fees of up  
                     to .25% of the Fund's total        to 1.00% of the Fund's assets.    
                     assets.                                                              

Fund Expenses        Lower annual expenses than Class B Higher annual expenses than Class 
                     shares.                            A shares.                         

CALCULATION OF SALES CHARGES                                              

CLASS A SHARES                                                            

 Class A shares are sold at their public offering price. This price includes
the initial sales charge. Therefore, part of the money you invest will be 
 used to pay the sales charge. The remainder is invested in Fund shares. The
sales charge decreases with larger purchases. There is no sales charge on 
reinvested dividends and distributions.                                   

The current sales charge rates for the Funds are as follows:              

                                                        [Enlarge/Download Table]

                                                                       AMOUNT OF SALES  
                                                                      CHARGE REALLOWED  
                                    SALES CHARGE    SALES CHARGE       TO DEALERS AS A  
                   YOUR              AS A % OF        AS A % OF     PERCENTAGE OF PUBLIC
                INVESTMENT         OFFERING PRICE  YOUR INVESTMENT     OFFERING PRICE   
                                                                                        
Less than $25,000                       4.75%           4.99%               4.25%       
$25,000 but less than $100,000          4.50%           4.71%               4.25%       
$100,000 but less than $250,000         3.50%           3.63%               3.25%       
$250,000 but less than $500,000         2.50%           2.56%               2.25%       
$500,000 but less than $1,000,000       1.00%           1.01%               0.75%       
$1,000,000 and above                    0.50%           0.50%               0.25%       

                                                                              21

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

DISTRIBUTION ARRANGEMENTS/SALES CHARGES                                   
CONTINUED                                                                 

CLASS B SHARES                                                            

Class B shares of the Funds are offered at NAV, without any up-front sales
  charge. Therefore, all the money you invest is used to purchase Fund shares.
However, if you sell your Class B shares of a Fund before the sixth       
anniversary of purchase, you will have to pay a contingent deferred sales 
charge at the time of redemption. The CDSC will be based upon the lower of
the NAV at the time of purchase or the NAV at the time of redemption      
  according to the schedule below. There is no CDSC on reinvested dividends or
distributions.                                                            

                                                        [Enlarge/Download Table]

                                                        CDSC AS A % OF DOLLAR            
            YEARS SINCE PURCHASE                       AMOUNT SUBJECT TO CHARGE          
-----------------------------------------------------------------------------------------
                                                                                         
                    0-2                                         5.00%                    
                    2-3                                         4.00%                    
                    3-4                                         3.00%                    
                    4-5                                         2.00%                    
                    5-6                                         1.00%                    
                more than 6                                      None                    

If you sell some but not all of your shares, certain shares not subject to
  the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed
 first, followed by shares subject to the lowest CDSC (typically shares held
for the longest time).                                                    

SALES CHARGE REDUCTIONS                                                   

 Reduced sales charges for Class A shares are available to shareholders with
investments of $25,000 or more. In addition, you may qualify for reduced  
sales charges under the following circumstances.                          

LETTER OF INTENT -- You inform the Fund in writing that you intend to     
  purchase enough shares over a 13-month period to qualify for a reduced sales
charge. You must include a minimum of 5% of the total amount you intend to
purchase with your letter of intent.                                      

 RIGHTS OF ACCUMULATION -- When the value of shares you already own plus the
  amount you intend to invest reaches the amount needed to qualify for reduced
sales charges, your added investment will qualify for the reduced sales   
charge.                                                                   

SALES CHARGE WAIVERS                                                      

The sales charge will not apply to purchases of Class A shares by:        

(1) BISYS or any of its affiliates;                                       

(2) Trustees or officers of the Funds:                                    

   (3) directors or officers of BISYS or the Adviser, or affiliates or bona fide
    full-time employees of any of the foregoing who have acted as such for
      not less than 90 days (including members of their immediate families and
their retirement plans or accounts);                              

22                                                                            

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

DISTRIBUTION ARRANGEMENTS/SALES CHARGES                                   
CONTINUED                                                                 

(4) retirement accounts or plans (or monies from retirement accounts or   
     plans) for which there is a written service agreement between the Group
or Distributor and the plan sponsors, so long as such shares are  
purchased through the Funds;                                      

(5) any person purchasing shares within approved asset allocation or "wrap
fee" programs sponsored by a financial services organization; or  

(6) accounts for which the Adviser or any of its affiliates act in a      
fiduciary, advisory, agency or similar capacity.                  

The sales charge also does not apply to shares sold to representatives of 
selling brokers and members of their immediate families.                  

 The Distributor and the Adviser, at their expense, may provide compensation
to dealers in connection with sales of Shares of the Funds. Shares sold   
subject to the waiver of the Contingent Deferred Sales Charge are not     
eligible for the payment of such compensation.                            

REINSTATEMENT PRIVILEGE                                                   

  If you have sold Class A or B shares and decide to reinvest in a Fund within
a 365 day period, you will not be charged the applicable sales load on    
amounts up to the value of the shares you sold. You must provide a written
reinstatement request and payment within 365 days of the date your        
instructions to sell were processed.                                      

DISTRIBUTION AND SERVICE (12b-1) FEES                                     

12b-1 fees compensate the Distributor and other dealers and investment    
representatives for services and expenses relating to the sale and        
distribution of a Fund's shares and/or for providing shareholder services.
 12b-1 fees are paid from Fund assets on an ongoing basis, and will increase
the cost of your investment.                                              

- The 12b-1 fees vary by share class as follows:                      

 - Class A shares pay a 12b-1 fee of up to .25% of the average daily net
assets of a Fund.                                                 

  - Class B shares pay a 12b-1 fee of up to 1.00% of the average daily net
 assets of the applicable Fund. This will cause expenses for Class B
    shares to be higher and dividends to be lower than for Class A shares.

    - The higher 12b-1 fee on Class B shares, together with the CDSC, help the
    Distributor sell Class B shares without an "up-front" sales charge. In
particular, these fees help to defray the Distributor's costs of  
advancing brokerage commissions to investment representatives.    

- The Distributor may use up to .25% of the 12b-1 fee for shareholder 
servicing and up to .75% for distribution.                        

Long-term shareholders may pay indirectly more than the equivalent of the 
   maximum permitted front-end sales charge due to the recurring nature of 12b-1
distribution and service fees.                                            

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

EXCHANGING YOUR SHARES                                                    

You can exchange your shares in one Fund for shares of the same class of  
another Shelby Fund, usually without paying additional sales charges (see 
 "Notes on exchanges" below). No transaction fees are charged for exchanges.

   You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one Fund to another are taxable.           

INSTRUCTIONS FOR EXCHANGING SHARES                                        

  Exchanges may be made by sending a written request to Shelby Funds, P.O. Box
  182698, Columbus OH 43218-2698, or by calling 1-800-774-3529. Please provide
the following information:                                                

- Your name and telephone number                                      

- The exact name on your account and account number                   

- Taxpayer identification number (usually your Social Security number)

- Dollar value or number of shares to be exchanged                    

- The name of the Fund from which the exchange is to be made          

- The name of the Fund into which the exchange is being made.         

See "Selling your Shares" for important information about telephone       
transactions.                                                             

NOTES ON EXCHANGES                                                        

  When exchanging from a Fund that has no sales charge or a lower sales charge
to a Fund with a higher sales charge, you will pay the difference.        

  The registrations and tax identification numbers of the two accounts must be
identical.                                                                

The Exchange Privilege (including automatic exchanges) may be changed or  
eliminated at any time upon a 60-day notice to shareholders.              

 Be sure to read carefully the Prospectus of any Fund into which you wish to
exchange shares.                                                          

To minimize potential harm to the Funds and their shareholders, the Funds 
reserve the right to reject, in their sole discretion, any purchase order 
  (including an exchange from another Fund) from any investor believed to have
  a history of abusive trading or whose trading, in the judgment of the Funds,
 has been or may be disruptive to a Fund. In making this judgment, the Funds
may consider trading done in multiple accounts under common ownership or  
control.                                                                  

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

DIVIDENDS, DISTRIBUTIONS AND TAXES                                        

Any income a Fund receives in the form of dividends is paid out, less     
 expenses, to shareholders. Income dividends and Capital Gains on The Shelby
Fund and The Shelby Large Cap Fund are usually paid annually.             

   Dividends and distributions are treated in the same manner for federal income
tax purposes whether you receive them in cash or in additional shares.    

   Dividends are generally taxable as ordinary income. Taxation on capital gains
will vary with the length of time a Fund has held the security -- not how 
long the shareholder has been in the Fund.                                

  Dividends are taxable in the year they are paid or credited to your account.
  However, dividends declared in October, November or December to shareholders
of record in such a month and paid by January 31st are taxable on December
31st of the year they are declared.                                       

   Currently effective tax legislation generally provides for a maximum tax rate
   for individual taxpayers of 15% on long-term gains from sales on or after May
  6, 2003 and from certain qualifying dividends on corporate stock. These rate
  reductions do not apply to corporate taxpayers. The following are guidelines
  for how certain distributions by the Funds are generally taxed to individual
taxpayers:                                                                

- Distributions of earnings from qualifying dividends and qualifying      
long-term capital gains will be taxed at a maximum rate of 15%.       

- Note that distributions of earnings from dividends paid by certain      
   "qualified foreign corporations" can also qualify for the lower tax rates
on qualifying dividends.                                              

- A shareholder will also have to satisfy a greater than 60-day holding   
   period with respect to any distributions of qualifying dividends in order
to obtain the benefit of the lower tax rate.                          

 - Distributions of earnings from non-qualifying dividends, interest income,
   other types of ordinary income and short-term capital gains will be taxed
at the ordinary income tax rate applicable to the taxpayer.           

You will be notified in January each year about the federal tax status of 
distributions made by your Fund. Depending on your residence for tax      
purposes, distributions also may be subject to state and local taxes,     
including withholding taxes.                                              

Foreign shareholders may be subject to special withholding requirements.  
There is a penalty on certain pre-retirement distributions from retirement
accounts. Consult your tax adviser about the federal, state and local tax 
consequences in your particular circumstances.                            

Each Fund is required to withhold 28% of taxable dividends, capital gains 
distributions and redemptions paid to shareholders who have not provided  
  their 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.                                                      

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FUND MANAGEMENT                                                             

[ICON]                                        

THE INVESTMENT ADVISER                                                    

SMC Capital, Inc. (the "Adviser"), Louisville, Kentucky 40207 is the      
 investment adviser for each Fund and has been engaged to provide day-to-day
  investment advisory services to the Funds. SMC Capital, Inc. is a registered
investment adviser established in 1993. The Adviser receives an investment
   advisory fee from The Shelby Fund equal, on an annual basis, to 1.00% of that
  Fund's average daily net assets. The Adviser receives an investment advisory
fee from The Shelby Large Cap Fund equal, on an annual basis, to 0.85% of 
that Fund's average daily net assets.                                     

PORTFOLIO MANAGERS                                                        

   The following individuals serve as portfolio managers for The Shelby Fund and
are primarily responsible for the day-to-day management of that Fund's    
portfolio:                                                                

                                                                [Download Table]
                                                                                    
Darrell R. Wells         Chairman and Chief Executive Officer of SMC Capital, Inc., 
                         Harvard University, A.B. (1965); SMC Capital, Inc.         
                         (1993-present); Security Management Company (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).                                               

Richard A. Beck          Senior Vice President of SMC Capital, Inc., University of  
                         Louisville, B.S., (1991); Babson University, M.B.A. (1999);
                         SMC Capital, Inc. (1999-present).                          

The following individuals serve as portfolio managers for The Shelby Large
  Cap Fund and are primarily responsible for the day-to-day management of that
Fund's portfolio:                                                         

                                                        [Enlarge/Download Table]
                                                                                         
Darrell R. Wells             Chairman and Chief Executive Officer of SMC Capital, Inc.,  
                             Harvard University, A.B. (1965); SMC Capital, Inc.          
                             (1993-present); Security Management Company (1972-present). 

Holland N. McTyeire IV, CFA  Senior Vice-President and Chairman of the Investment        
                             Committee of Commonwealth Bank & Trust Company; Senior      
                             Vice-President of SMC Capital, Inc., Yale University, B.A.  
                             (1953); Commonwealth Bank & Trust Company (1993-present);   
                             SMC Capital, Inc. (2001-present).                           

Brian S. Stivers             Vice-President and Senior Investment Officer of Commonwealth
                             Bank & Trust Company; Vice-President of SMC Capital, Inc.;  
                             University of Louisville, B.S. (1993); Commonwealth Bank &  
                             Trust Company (1994-present); SMC Capital, Inc.             
                             (2001-present).                                             

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

26                                                                            

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FUND MANAGEMENT                                                             

[ICON]                                        

THE DISTRIBUTOR AND ADMINISTRATOR                                         

  BISYS Fund Services Limited Partnership is each Fund's distributor and BISYS
  Fund Services Ohio, Inc. is each Fund's administrator. Their address is 3435
Stelzer Road, Columbus, Ohio 43219.                                       

CAPITAL STRUCTURE -- The Coventry Group was organized as a Massachusetts  
business trust on January 8, 1992 and overall responsibility for the      
  management of the Funds is vested in the Board of Trustees. Shareholders are
  entitled to one vote for each full share held and a proportionate fractional
   vote for any fractional shares held and will vote in the aggregate and not by
series except as otherwise expressly required by law. An annual or special
  meeting of shareholders to conduct necessary business is not required by the
Coventry Group's Declaration of Trust, the 1940 Act or other authority    
  except, under certain circumstances. Absent such circumstances, the Coventry
Group does not intend to hold annual or special meetings.                 

   The Funds offer three Classes of Shares, Class A, Class B and Class Y Shares,
each of which have different expenses that affect performance. For further
information, telephone the Distributor at (800) 774-3529.                 

                                                                              27

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FINANCIAL HIGHLIGHTS                   THE SHELBY FUND                      

[ICON]                                    

FINANCIAL HIGHLIGHTS                                                      

The financial highlights tables are intended to help you understand each  
  Fund's financial performance. The table below sets forth information for The
Shelby Fund's Class A Shares for the period from October 28, 1999         
(commencement of operations of the Class A Shares) through March 31, 2004.
   Class B Shares were not offered during this period. Information for the Class
A Shares of The Shelby Large Cap Fund is presented on the following page. 
 Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would have 
earned on an investment in the Class A Shares of each Fund (assuming      
reinvestment of all dividends and distributions). The information for the 
years ended March 31, 2003 and 2004 has been audited by Ernst & Young LLP,
whose report, along with each Fund's financial statements, are included in
the annual report of the Funds, which is available upon request. The      
   information for the periods prior to March 31, 2003 was audited by the Funds'
prior auditors.                                                           

                                                        [Enlarge/Download Table]

                                                                        CLASS A SHARES                                  
                                       ---------------------------------------------------------------------------------
                                         YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      PERIOD ENDED   
                                       MARCH 31, 2004  MARCH 31, 2003  MARCH 31, 2002  MARCH 31, 2001  MARCH 31, 2000(A)
                                                                                                                        
NET ASSET VALUE, BEGINNING OF PERIOD       $ 6.13          $ 8.01          $ 7.78          $20.18           $12.38      
-----------------------------------------------------------------------------------------------------                   
INCOME FROM INVESTMENT OPERATIONS:                                                                                      
  Net investment loss                       (0.12)          (0.12)          (0.07)          (0.12)           (0.03)     
  Net realized and unrealized gains                                                                                     
    (losses) from investments and                                                                                       
    options                                  2.35           (1.76)           0.30          (10.12)            8.51      
-----------------------------------------------------------------------------------------------------                   
    Total from investment operations         2.23           (1.88)           0.23          (10.24)            8.48      
-----------------------------------------------------------------------------------------------------                   
LESS DISTRIBUTIONS:                                                                                                     
  From net realized gains from                                                                                          
    investment transactions                    --              --              --           (2.16)           (0.68)     
-----------------------------------------------------------------------------------------------------                   
    Total distributions                        --              --              --           (2.16)           (0.68)     
-----------------------------------------------------------------------------------------------------                   
NET ASSET VALUE, END OF PERIOD             $ 8.36          $ 6.13          $ 8.01          $ 7.78           $20.18      
-----------------------------------------------------------------------------------------------------                   
    TOTAL RETURN (EXCLUDES SALES                                                                                        
      CHARGE)                               36.38%         (23.47%)          2.96%         (53.50%)          74.29%(b)  
RATIOS/SUPPLEMENTAL DATA:                                                                                               
  Net assets, end of period (000s)         $  845          $  619          $  978          $  529           $   54      
  Ratio of net expenses to average                                                                                      
    net assets                               2.24%           2.23%           2.03%           1.72%            1.64%(c)  
  Ratio of net investment loss to                                                                                       
    average net assets                      (1.63%)         (1.60%)         (1.15%)         (0.86%)          (1.42%)(c) 
  Ratio of expenses to average net                                                                                      
    assets*                                  2.29%           2.28%           2.08%           1.77%            1.70%(c)  
Portfolio turnover rate**                   43.39%          83.54%          70.83%         284.76%          122.25%     
-----------------------------------------------------------------------------------------------------                   

                                                                [Download Table]
                                                                 
  *  During the period certain fees were reduced. If such fee    
     reductions had not occurred, the ratios would have been as  
     indicated.                                                  
 **  Portfolio turnover is calculated on the basis of the Fund as
     a whole without distinguishing between the classes of shares
     issued.                                                     
(a)  For the period from October 28, 1999 (commencement of       
     operations) through March 31, 2000.                         
(b)  Not annualized.                                             
(c)  Annualized.                                                 

28                                                                            

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FINANCIAL HIGHLIGHTS                   THE SHELBY LARGE CAP FUND            

[ICON]                                    

                                                        [Enlarge/Download Table]

                                                                               CLASS A SHARES                  
                                                              -------------------------------------------------
                                                                YEAR ENDED      YEAR ENDED      PERIOD ENDED   
                                                              MARCH 31, 2004  MARCH 31, 2003  MARCH 31, 2002(A)
                                                                                                               
NET ASSET VALUE, BEGINNING OF PERIOD                             $  8.19         $ 10.73           $ 10.00     
----------------------------------------------------------------------------                                   
INCOME FROM INVESTMENT OPERATIONS:                                                                             
  Net investment loss                                              (0.02)          (0.01)            (0.02)    
  Net realized and unrealized gains (losses) on investments         2.23           (2.53)             0.75     
----------------------------------------------------------------------------                                   
    Total from investment operations                                2.21           (2.54)             0.73     
----------------------------------------------------------------------------                                   
NET ASSET VALUE, END OF PERIOD                                   $ 10.40         $  8.19           $ 10.73     
----------------------------------------------------------------------------                                   
    TOTAL RETURN (EXCLUDES SALES CHARGE)                           26.98%         (23.67%)            7.30%(b) 
RATIOS/SUPPLEMENTAL DATA:                                                                                      
  Net assets, end of period (000s)                               $20,955         $20,073           $24,623     
  Ratio of net expenses to average net assets                       1.70%           1.65%             1.65%(c) 
  Ratio of net investment loss to average net assets               (0.14%)         (0.17%)           (0.43%)(c)
  Ratio of expenses to average net assets*                          1.82%           1.97%             2.04%(c) 
Portfolio turnover rate                                            14.76%          16.58%             9.55%    
----------------------------------------------------------------------------                                   

                                                                [Download Table]
                                                              
  *  During the period certain fees were reduced and/or       
     reimbursed. If such fee reductions/reimbursements had not
     occurred, the ratios would have been as indicated.       
(a)  For the period from September 10, 2001 (commencement of  
     operations) through March 31, 2002.                      
(b)  Not annualized.                                          
(c)  Annualized.                                              

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For more information about the Funds, the following documents are available free
upon request:                                                                   

ANNUAL/SEMI-ANNUAL REPORTS:                                                     

Each Fund's annual and semi-annual reports to shareholders contain additional   
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 Funds, including their     
operations and investment policies. It is incorporated by reference and is      
legally considered a part of this prospectus.                                   

YOU CAN RECEIVE FREE COPIES OF REPORTS AND THE SAI, OR REQUEST OTHER INFORMATION
AND DISCUSS YOUR QUESTIONS ABOUT THE FUNDS BY CONTACTING A BROKER THAT SELLS THE
FUNDS. OR CONTACT THE FUNDS AT:                                                 

THE SHELBY FUNDS        
C/O BISYS FUND SERVICES 
P.O. BOX 182698         
 COLUMBUS, OHIO 43218-2698
 TELEPHONE: 1-800-774-3529

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

- For a duplication fee, by writing the Public Reference Section of the     
Commission, Washington, D.C. 20549-6009 or calling 1-202-942-8090, or by
electronic request by e-mailing the Commission at the following address:
publicinfo@sec.gov.                                                     

- Free from the EDGAR Database on the Commission's Website at               
http://www.sec.gov.                                                     

Investment Company Act file no. 811-6526.                                       

SHEPU 08/04                                                                     

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QUESTIONS?
Call 1-800-774-3529 or your 
investment representative.

[SHELBY LOGO] 

THE SHELBY FUND 

THE SHELBY
LARGE CAP FUND

CLASS Y SHARES

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

PROSPECTUS DATED AUGUST 1, 2004 

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

SMC CAPITAL, INC. 
Investment Adviser

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

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TABLE OF CONTENTS 

                                                                [Download Table]
                                                                                 
                                      RISK/RETURN SUMMARY AND FUND EXPENSES      

                              [ICON]                                             
Carefully review this                     3  The Shelby Fund                     
important section for a                   7  The Shelby Large Cap Fund           
summary of each Fund's                                                           
investments, risks and fees.                                                     

                                      INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                              [ICON]                                             
This section contains                     9  The Shelby Fund                     
details on each Fund's                   10  Investment Risks                    
investment strategies and                11  The Shelby Large Cap Fund           
risks.                                   12  Investment Risks                    

                                      SHAREHOLDER INFORMATION                    

                              [ICON]                                             
Consult this section to                  13  Pricing of Fund Shares              
obtain details on how shares             13  Purchasing and Adding to Your Shares
are valued, how to purchase,             16  Selling Your Shares                 
sell and exchange shares,                19  Dividends, Distributions and Taxes  
related charges and payments                                                     
of dividends.                                                                    

                                      FUND MANAGEMENT                            

                              [ICON]                                             
Review this section for                  21  The Investment Adviser              
details on the people and                21  Portfolio Managers                  
organizations who oversee                22  The Distributor and Administrator   
the Funds and their                                                              
investments.                                                                     

                                      FINANCIAL HIGHLIGHTS                       

                              [ICON]                                             
Review this section for                  23  The Shelby Fund                     
details on the selected                                                          
financial statements of The                                                      
Shelby Fund.                                                                     

Please Note: Class Y Shares of The Shelby Large Cap Fund are not currently being
offered for sale.                                                               

2                                                                             

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY FUND                                                                 

RISK/RETURN SUMMARY     

                                                                [Download Table]
                                                                                   
INVESTMENT OBJECTIVES  The Shelby Fund seeks capital appreciation.                 

PRINCIPAL              The Fund invests primarily in a diversified portfolio of    
INVESTMENT STRATEGIES  equity securities that the Fund's Adviser believes are      
                       likely to achieve superior growth in earnings. This growth  
                       is typically generated by increasing unit volume and        
                       expanding margins derived from developing new products,     
                       services and markets. The companies selected may be of      
                       various market capitalizations as long as the growth        
                       potential is significantly greater than average.            

PRINCIPAL              Because the value of the Fund's investments will fluctuate  
INVESTMENT RISKS       with market conditions, so will the value of your investment
                       in the Fund. You could lose money on your investment in the 
                       Fund, or the Fund could underperform other investments. Some
                       of the Fund's holdings may underperform its other holdings. 
                       The Fund may invest in shares of relatively new and smaller 
                       companies and shares of these types of companies may be more
                       volatile than those of larger, more established issuers.    

WHO MAY                Consider investing in the Fund if you are:                  
WANT TO INVEST?          - investing for a long-term goal such as retirement (five 
                       year or longer investment horizon)                          
                         - looking to add a growth component to your portfolio     
                         - willing to accept higher risks of investing in the stock
                       market in exchange for potentially higher long term returns 

                       This Fund will not be appropriate for someone:              
                         - seeking monthly income                                  
                         - pursuing a short-term goal or investing emergency       
                       reserves                                                    
                         - seeking safety of principal                             

                                                                               3

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]

THE SHELBY FUND                                                                 

PERFORMANCE BAR CHART AND TABLE(1)                                              
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 -- CLASS Y SHARES                        
[GRAPH IN %]                                                                    

                                                                [Download Table]
            
1994    2.58
95     35.34
96     13.96
97      6.23
98     12.77
99     56.03
00    -23.38
01    -17.58
02    -24.66
03     37.15

Past performance does not indicate how the Fund will perform in the future.     

                       Best quarter:   Q4 1999   +33.14%

                        Worst quarter:  Q4 2000    -26.56%

                                    AVERAGE ANNUAL TOTAL RETURNS

                               (for the periods ending

                             December 31, 2003)(6)

The chart and table on this page show how the Class Y Shares of The Shelby
 Fund have performed and how their performance has varied from year to year.
  The bar chart shows changes in the Fund's yearly performance for each of the
last ten years to demonstrate that the Fund's value varied at differing   
times. The table below it compares the Fund's performance over time (both 
before and after taxes) to that of its primary benchmark the S&P 500(R)   
Index(2) and also to the Russell 2000 Index.(3) The quoted performance for
the Fund includes the performance of certain common trust funds and       
collective investment funds (the "Commingled Funds") that were previously 
  managed with full investment authority by investment personnel of the Fund's
   Adviser prior to the establishment of the Fund on July 1, 1994. The assets of
the Commingled Funds were converted into assets of the Fund upon the      
establishment of the Fund.(4)                                             

                                                                [Download Table]

                                PERFORMANCE   PAST   PAST 5  PAST 10    SINCE  
                                 INCEPTION    YEAR   YEARS    YEARS   INCEPTION
                                                                               
CLASS Y RETURN BEFORE TAXES       1/1/81     37.15%   0.36%   6.79%    11.70%  
CLASS Y RETURN AFTER TAXES ON                                                  
DISTRIBUTIONS(5)                  1/1/81     37.15%   0.36%     n/a       n/a  
CLASS Y RETURN AFTER TAXES ON                                                  
DISTRIBUTIONS AND SALE OF FUND                                                 
SHARES(5)                         1/1/81     24.15%   0.02%     n/a       n/a  
S&P 500(R) INDEX(2)               1/1/81     28.70%  -0.57%  11.06%    12.89%  
RUSSELL 2000 INDEX(3)             1/1/81     47.25%   7.13%   9.47%    11.18%  

(1) Both the chart and table assume reinvestment of dividends and distributions.

(2) A widely recognized, unmanaged index of common stocks generally             
 representative of the stock market as a whole. The index does not reflect
the deduction of fees and expenses associated with a mutual fund or the 
impact of taxes.                                                        

(3) An unmanaged index of small and mid-capitalization common stocks. The index 
    does not reflect the deduction of fees and expenses associated with a mutual
fund or the impact of taxes.                                            

4                                                                             

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY FUND                                                                 

(4) The Fund's investment objective and policies are substantially similar to   
those of the Commingled Funds. The Commingled Funds were not registered 
    under the Investment Company Act of 1940 (the "1940 Act") and therefore they
    were not subject to certain investment restrictions imposed by the 1940 Act.
If the Commingled Funds had been registered under the 1940 Act, their   
performance might have been adversely affected.                         

(5) After-tax returns are calculated using the historical highest individual    
 federal marginal income tax rates, and do not reflect the impact of state
and local taxes. Actual after-tax returns depend on the investor's tax  
  situation and may differ from those shown. The after-tax returns shown are
 not relevant to investors who hold their Fund shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.    
After-tax returns are not available and are therefore not required to be
presented for the periods prior to the time the Fund became a registered
investment company.                                                     

(6) For the period January 1, 2004 through June 30, 2004, the aggregate         
 (non-annualized) total return for the Fund was 0.72% versus 3.44% for the
S&P 500 Index(2) and 6.76% for the Russell 2000 Index(3).               

                                                                               5

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY FUND                                                                 

                             FEES AND EXPENSES

                                  This table describes the fees and expenses
                                   that you may pay if you buy and hold shares
    of the Fund.

                                                                [Download Table]
                                          
SHAREHOLDER FEES (FEES PAID               
DIRECTLY FROM YOUR INVESTMENT)            

Maximum Sales Charge (load)               
Imposed on Purchases                  None
Maximum Deferred Sales Charge             
(load)                                None

ANNUAL FUND OPERATING EXPENSES            
(EXPENSES THAT ARE DEDUCTED FROM          
FUND ASSETS)                              

Management Fees                      1.00%
Distribution and Service (12b-1)          
Fees                                  None
Other Expenses*                      1.05%
Total Fund Operating Expenses        2.05%

* The Administrator is waiving a portion of the Administration fee so that Other
Expenses are expected to be 1.00%. TOTAL FUND OPERATING EXPENSES AFTER THIS 
  FEE WAIVER ARE EXPECTED TO BE 2.00%. This expense limitation may be revised or
canceled at any time.                                                       

Use this table to compare fees and expenses with those of other Funds. It       
illustrates the amount of fees and expenses you would pay, assuming the         
following:                                                                      
- $25,000 investment                                                        
- 5% annual return                                                          
- redemption at the end of each period                                      
- no changes in the Fund's operating expenses                               
- reinvestment of dividends and distributions                               
Because this example is hypothetical and for comparison purposes only, your     
actual costs will be different.                                                 

EXPENSE EXAMPLE                                                                 

                                                                [Download Table]
                                                                  
                                    1       3        5        10  
                                   YEAR   YEARS    YEARS    YEARS 

THE SHELBY FUND                    $520   $1,607   $2,758   $5,948


6                                                                             

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY LARGE CAP FUND                                                       

RISK/RETURN SUMMARY     

                                                                [Download Table]
                                                                                   
INVESTMENT OBJECTIVE   The Shelby Large Cap Fund seeks capital appreciation.       

PRINCIPAL              The Fund invests primarily in a diversified portfolio of    
INVESTMENT STRATEGIES  equity securities of large capitalization companies. For    
                       these purposes, the Adviser deems issuers with market       
                       capitalizations in excess of $5 billion to be large         
                       capitalization companies. The Adviser seeks growth at a     
                       reasonable price and typically invests in industry-leading  
                       domestic companies that have proven track records of        
                       consistent, above-average earnings and revenue growth.      

PRINCIPAL              Because the value of the Fund's investments will fluctuate  
INVESTMENT RISKS       with market conditions, so will the value of your investment
                       in the Fund. You could lose money on your investment in the 
                       Fund, or the Fund could underperform other investments. Some
                       of the Fund's holdings may underperform its other holdings. 

WHO MAY                Consider investing in the Fund if you are:                  
WANT TO INVEST?          - investing for a long-term goal such as retirement (five 
                       year or longer investment horizon)                          
                         - looking to add a growth component to your portfolio     
                         - willing to accept higher risks of investing in the stock
                       market in exchange for potentially higher long term returns 

                       This Fund will not be appropriate for someone:              
                         - seeking monthly income                                  
                         - pursuing a short-term goal or investing emergency       
                       reserves                                                    
                         - seeking safety of principal                             

FUND PERFORMANCE       Because the Class Y Shares of the Fund have not yet been    
                       offered, fund performance information is not presented for  
                       that class of shares.                                       

                                                                               7

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RISK/RETURN SUMMARY AND FUND EXPENSES                                       

                      [ICON]
THE SHELBY LARGE CAP FUND                                                       

This table describes the                                                  
fees and expenses that you                                                
may pay if you buy and                                                    
hold shares of the Fund.                                                  

                             FEES AND EXPENSES

                                                                [Download Table]
                                          
SHAREHOLDER FEES (FEES PAID               
DIRECTLY FROM YOUR INVESTMENT)            
Maximum Sales Charge (load)               
Imposed on Purchases                  None
Maximum Deferred Sales Charge             
(load)                                None

ANNUAL FUND OPERATING EXPENSES            
(EXPENSES THAT ARE DEDUCTED FROM          
FUND ASSETS)                              

Management Fees                      0.85%
Distribution and Service (12b-1)          
Fees                                  None
Other Expenses*                      0.72%
Total Fund Operating Expenses        1.57%

* The Administrator is waiving a portion of the Administration fee so that Other
Expenses are expected to be 0.67%. TOTAL FUND OPERATING EXPENSES AFTER THIS 
  FEE WAIVER ARE EXPECTED TO BE 1.52%. This expense limitation may be revised or
canceled at any time.                                                       

EXPENSE EXAMPLE                                                                 

                                                                [Download Table]
                                                                  
                                    1       3        5        10  
                                   YEAR   YEARS    YEARS    YEARS 

THE SHELBY LARGE CAP FUND          $399   $1,239   $2,138   $4,668

Use this table to compare fees and expenses with those of other Funds. It       
illustrates the amount of fees and expenses you would pay, assuming the         
following:                                                                      
- $25,000 investment                                                        
- 5% annual return                                                          
- redemption at the end of each period                                      
- no changes in the Fund's operating expenses                               
- reinvestment of dividends and distributions                               
Because this example is hypothetical and for comparison purposes only, your     
actual costs will be different.                                                 

8                                                                             

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                          [ICON]
THE SHELBY FUND                                                                 

TICKER SYMBOL:  SHELX                                                     

INVESTMENT OBJECTIVE, POLICIES AND STRATEGY                               

INVESTMENT OBJECTIVE                                                      

  The investment objective of The Shelby Fund is to seek capital appreciation.

POLICIES AND STRATEGIES                                                   

The Adviser pursues the Fund's investment objective by investing in a     
diversified portfolio of equity securities, including relatively new or   
unseasoned ones, that the Adviser believes are likely to achieve superior 
growth in earnings. This growth is typically generated by increasing unit 
 volume and expanding margins derived from developing new products, services
  and markets. The companies selected may be of various market capitalizations
  as long as the growth potential, in the Adviser's judgment, is significantly
greater than average. The Fund will seek to take advantage of market      
   volatility when fluctuations in securities' prices seem unjustified. In order
to achieve this goal, positions may be initiated or increased when price  
declines occur or positions will be sold or reduced on price advances that
  appear unwarranted. This policy may well result in higher portfolio turnover
than would otherwise be the case. There can be no assurances that the Fund
will achieve its investment objective. This Fund is not appropriate for   
 investors seeking predictable income or short-term preservation of capital.

Consistent with the Fund's investment objective, the Fund:                

     - invests substantially all, but in no event less than 65%, of the value of
its total assets in equity securities                             

- invests in the following types of equity securities: common stocks, 
       preferred stocks, securities convertible into common stocks, warrants and
any rights to purchase common stocks                              

- may engage in short sales against the box                           

- may invest in fixed income securities consisting of corporate notes,
 bonds and debentures that are rated investment grade at the time of
purchase                                                          

- may invest in obligations issued or guaranteed by agencies or       
instrumentalities of the U.S. Government                          

     - may invest in the securities of foreign issuers and may acquire sponsored
  and unsponsored American Depositary Receipts and European Depositary
Receipts                                                          

- may invest in convertible securities which are securities that are  
convertible into or exchangeable for common stock                 

- may engage in repurchase transactions pursuant to which the Fund    
     purchases a security and simultaneously commits to resell that security
    to the seller (either a bank or a securities dealer) at an agreed upon
  price on an agreed upon date (usually within seven days of purchase)

- may engage in options transactions                                  

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                          [ICON]
THE SHELBY FUND                                                                 

- may engage in futures transactions as well as invest in options on  
futures contracts solely for hedging purposes                     

- may lend securities to qualified brokers, dealers, banks and other  
   financial institutions for the purpose of realizing additional income

 - may purchase securities on a when-issued or delayed-delivery basis in
 which a security's price and yield are fixed on a specific date but
      payment and delivery are scheduled for a future date beyond the standard
settlement period                                                 
- may invest in other investment companies                            

 In the event that the Adviser determines that current market conditions are
   not suitable for the Fund's typical investments, the Adviser may instead, for
temporary defensive purposes during such unusual market conditions, invest
all or any portion of the Fund's assets in money market instruments and   
repurchase agreements.                                                    

INVESTMENT RISKS                                                          

An investment in the Fund is subject to investment risks, including the   
possible loss of the principal amount invested.                           

Generally, the Fund will be subject to the following risks:               

   EQUITY RISK: The value of the equity securities held by the Fund, and thus of
the Fund's shares, can fluctuate - at times dramatically. The prices of   
equity securities are affected by various factors, including market       
conditions, political and other events, and developments affecting the    
 particular issuer or its industry or geographic sector. The factor that the
Adviser follows a specific discipline can provide no assurance against a  
decline in the value of the Fund's shares.                                

MARKET RISK: Market risk refers to the risk related to investments in     
 securities in general and the daily fluctuations in the securities markets.
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.

  CREDIT RISK: Credit risk refers to the risk related to the credit quality of
the issuer of a security held in the Fund's portfolio. The Fund could lose
money if the issuer of a security is unable to meet its financial         
obligations.                                                              

SMALL-CAP RISK: Small capitalization companies may not have the size,     
resources or other assets of large capitalization companies. These small  
capitalization companies may be subject to greater market risks and       
fluctuations in value than large capitalization companies and may not     
correspond to changes in the stock market in general.                     

FOREIGN INVESTMENT RISK: The Fund may invest in foreign securities which  
involve investment risks different from those associated with domestic    
  securities. Foreign investments may be riskier than U.S. investments because
   of unstable international political and economic conditions, foreign controls
on investment and currency exchange rates, withholding taxes, or a lack of
adequate company information, lack of liquidity, and lack of government   
regulation.                                                               

 Investments in the Fund are not deposits of Commonwealth Bancshares Inc. or
any of its affiliates and are not insured or guaranteed by the Federal    
Deposit Insurance Corporation (the "FDIC") or any other government agency.

   Please see the Statement of Additional Information for more information about
these investment policies.                                                

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                      [ICON]
THE SHELBY LARGE CAP FUND                                                       

INVESTMENT OBJECTIVE, POLICIES AND STRATEGY                               

INVESTMENT OBJECTIVE                                                      

The investment objective of The Shelby Large Cap Fund is to seek capital  
appreciation.                                                             

POLICIES AND STRATEGIES                                                   

The Adviser pursues the Fund's investment objective by investing in a     
   diversified portfolio of equity securities of large capitalization companies.
  For these purposes, the Adviser deems issuers with market capitalizations in
  excess of $5 billion to be large capitalization companies. The Adviser seeks
growth at a reasonable price and typically invests in industry-leading    
domestic companies that have proven track records of consistent,          
   above-average earnings and revenue growth. The Adviser evaluates the strength
of an issuer's balance sheet as well as its lines of business,            
diversification and its international exposure. The Fund's portfolio is   
  generally well diversified and typically holds 80 or more individual issuers
 from various market segments. There can be no assurances that the Fund will
  achieve its investment objective. This Fund is not appropriate for investors
seeking predictable income or short-term preservation of capital.         

Consistent with the Fund's investment objective, the Fund:                

     - invests substantially all, but in no event less than 80%, of the value of
   its net assets in equity securities of large capitalization companies

- invests in the following types of equity securities: common stocks, 
       preferred stocks, securities convertible into common stocks, warrants and
any rights to purchase common stocks                              

- may engage in short sales against the box                           

- may invest in fixed income securities consisting of corporate notes,
 bonds and debentures that are rated investment grade at the time of
purchase                                                          

- may invest in obligations issued or guaranteed by agencies or       
instrumentalities of the U.S. Government                          

     - may invest in the securities of foreign issuers and may acquire sponsored
  and unsponsored American Depositary Receipts and European Depositary
Receipts                                                          

- may invest in convertible securities which are securities that are  
convertible into or exchangeable for common stock                 

- may engage in repurchase transactions pursuant to which the Fund    
     purchases a security and simultaneously commits to resell that security
    to the seller (either a bank or a securities dealer) at an agreed upon
  price on an agreed upon date (usually within seven days of purchase)

- may engage in options transactions                                  

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INVESTMENT OBJECTIVES, STRATEGIES AND RISKS                                 

                      [ICON]
THE SHELBY LARGE CAP FUND                                                       

- may engage in futures transactions as well as invest in options on  
futures contracts solely for hedging purposes                     

- may lend securities to qualified brokers, dealers, banks and other  
   financial institutions for the purpose of realizing additional income

 - may purchase securities on a when-issued or delayed-delivery basis in
 which a security's price and yield are fixed on a specific date but
      payment and delivery are scheduled for a future date beyond the standard
settlement period                                                 
- may invest in other investment companies                            

 In the event that the Adviser determines that current market conditions are
   not suitable for the Fund's typical investments, the Adviser may instead, for
temporary defensive purposes during such unusual market conditions, invest
all or any portion of the Fund's assets in money market instruments and   
repurchase agreements.                                                    

INVESTMENT RISKS                                                          

An investment in the Fund is subject to investment risks, including the   
possible loss of the principal amount invested.                           

Generally, the Fund will be subject to the following risks:               

   EQUITY RISK: The value of the equity securities held by the Fund, and thus of
the Fund's shares, can fluctuate - at times dramatically. The prices of   
equity securities are affected by various factors, including market       
conditions, political and other events, and developments affecting the    
 particular issuer or its industry or geographic sector. The factor that the
Adviser follows a specific discipline can provide no assurance against a  
decline in the value of the Fund's shares.                                

MARKET RISK: Market risk refers to the risk related to investments in     
 securities in general and the daily fluctuations in the securities markets.
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.

  CREDIT RISK: Credit risk refers to the risk related to the credit quality of
the issuer of a security held in the Fund's portfolio. The Fund could lose
money if the issuer of a security is unable to meet its financial         
obligations.                                                              

FOREIGN INVESTMENT RISK: The Fund may invest in foreign securities which  
involve investment risks different from those associated with domestic    
  securities. Foreign investments may be riskier than U.S. investments because
   of unstable international political and economic conditions, foreign controls
on investment and currency exchange rates, withholding taxes, or a lack of
adequate company information, lack of liquidity, and lack of government   
regulation.                                                               

 Investments in the Fund are not deposits of Commonwealth Bancshares Inc. or
any of its affiliates and are not insured or guaranteed by the Federal    
Deposit Insurance Corporation (the "FDIC") or any other government agency.

   Please see the Statement of Additional Information for more information about
these investment policies.                                                

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

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                                               

------------------------------                                            
Per share net asset value (NAV) for each Fund is determined and their shares are
priced at the close of regular trading on the New York Stock Exchange, or at    
4:00 p.m. Eastern time on days the Exchange is open, whichever is earlier.      

Your order for purchase, sale or exchange of shares is priced at the next NAV   
calculated after your order is accepted by the Fund. This is what is known as   
the offering price.                                                             

Each Fund's securities are generally valued at current market prices. If market 
quotations are not available, prices will be based on fair value as determined  
by the Funds' Trustees.                                                         

PURCHASING AND ADDING TO YOUR SHARES                                            

You may purchase a Fund through the Distributor or through investment           
representatives, who may charge additional fees and may require higher minimum  
investments or impose other limitations on buying and selling shares. If you    
purchase shares through an investment representative, that party is responsible 
for transmitting orders by close of business and may have an earlier cut-off    
time for purchase and sale requests. Consult your investment representative for 
specific information.                                                           

                                                                [Download Table]
                                                           
                                     MINIMUM               
                                     INITIAL     MINIMUM   
ACCOUNT TYPE                        INVESTMENT   SUBSEQUENT

Class Y                              $25,000        $500   

                                    All purchases must be in U.S. dollars. A fee
                                  will be charged for any checks that do not
                                  clear. Third-party checks, starter checks,
                                 traveler's checks, money orders, cash and
                              credit card convenience checks are not
 accepted.

                                The Funds may waive the minimum purchase
                                    requirement and the Distributor may reject a
                                purchase order if it considers it in the
                            best interest of the Funds and their
     shareholders.
                                                                              13

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

PURCHASING AND ADDING TO YOUR SHARES                                      
CONTINUED                                                                 

INSTRUCTIONS FOR OPENING OR ADDING TO AN ACCOUNT                          

BY REGULAR MAIL                                                           

Initial Investment:                                                       

1. Carefully read and complete the application. Establishing your account 
   privileges now saves you the inconvenience of having to add them later.

  2. Make check or cashier's check payable to either "The Shelby Fund" or "The
Shelby Large Cap Fund", as applicable.                              

3. Mail to: THE SHELBY FUNDS, PO Box 182698, Columbus, OH 43218-2698      

Subsequent:                                                               

1. Use the investment slip attached to your account statement. Or, if     
unavailable,                                                        

2. Include the following information on a piece of paper:                 
- Fund name                                                         
- Amount invested                                                   
- Account name                                                      
- Account number                                                    

Include your account number on your check.                          

3. Mail to: THE SHELBY FUNDS, PO Box 182698,                              
Columbus, OH 43218-2698                                             

BY OVERNIGHT SERVICE                                                      

SEE INSTRUCTIONS 1-2 ABOVE FOR SUBSEQUENT INVESTMENTS.                    

4. Send to: The Shelby Funds, c/o BISYS Fund Services, Attn: Shareholder  
Services, 3435 Stelzer Road, Columbus, OH 43219                     

ELECTRONIC PURCHASES                                                      

  Your bank must participate in the Automated Clearing House (ACH) and must be
a United States Bank. Your bank or broker may charge for this service.    

Establish electronic purchase option on your account application or call  
   1-800-774-3529. Your account can generally be set up for electronic purchases
within 15 days.                                                           

Call 1-800-774-3529 to arrange a transfer from your bank account.         

                                                  ELECTRONIC VS. WIRE TRANSFER

                                          Wire transfers allow
                                               financial institutions to
                                               send funds to each other,
                                                  almost instantaneously. With
                                               an electronic purchase or
                                              sale, the transaction is
                                                made through the Automated
                                                  Clearing House (ACH) and may
                                              take up to eight days to
                                                  clear. There is generally no
                                               fee for ACH transactions.

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

PURCHASING AND ADDING TO YOUR SHARES                                      
CONTINUED                                                                 

BY WIRE TRANSFER                                                          
Note: Your bank may charge a wire transfer fee.                           

For initial investment:                                                   
Call 1-800-774-3529 to place your order and receive a confirmation number.
You will be asked to fax your application and to send the original in the 
   mail. Follow the instructions below after receiving your confirmation number.

For initial and subsequent investments:                                   
Instruct your bank to wire transfer your investment to:                   
Name of Bank: Fifth Third Bank, Cincinnati                                
Routing Number: ABA #042000314                                            
DDA# 717-26917                                                            

Include:                                                                  
Your name                                                                 
Your confirmation number                                                  

  AFTER INSTRUCTING YOUR BANK TO WIRE THE FUNDS, CALL 1-800-774-3529 TO ADVISE
US OF THE AMOUNT BEING TRANSFERRED AND THE NAME OF YOUR BANK              

  You can add to your account by using the convenient options described below.
The Funds reserve the right to change or eliminate these privileges at any
time with 60 days notice.                                                 

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

DIVIDENDS AND DISTRIBUTIONS                                               

 All dividends and distributions will be automatically reinvested unless you
request otherwise. Capital gains are distributed at least annually.       

DISTRIBUTIONS ARE MADE ON A PER SHARE BASIS REGARDLESS OF HOW LONG YOU'VE 
 OWNED YOUR SHARES. THEREFORE, IF YOU INVEST SHORTLY BEFORE THE DISTRIBUTION
DATE, SOME OF YOUR INVESTMENT WILL BE RETURNED TO YOU IN THE FORM OF A    
DISTRIBUTION AND MAY BE SUBJECT TO INCOME TAX.                            
   -----------------------------------------------------------------------------

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

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 by the Funds,                                                    
their transfer agent, or                                                  
your investment                                                           
representative. Normally                                                  
you will receive your                                                     
proceeds within a week                                                    
after your request is                                                     
received. See section on                                                  
"General Policies on                                                      
Selling Shares" below.                                                    

                                   WITHDRAWING MONEY FROM YOUR FUND INVESTMENT

                             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.

BY TELEPHONE (unless you have declined telephone sales privileges)        

 1. Call 1-800-774-3529 with instructions as to how you wish to receive your
funds (mail, wire, electronic transfer).                            

BY MAIL                                                                   

1. Call 1-800-774-3529 to request redemption forms or write a letter of   
instruction indicating:                                             
- your Fund and account number                                      
- amount you wish to redeem                                         
- address where your check should be sent                           
- account owner signature                                           

2. Mail to: THE SHELBY FUNDS, Attn: Shareholder Services, P.O. Box 182698,
Columbus, OH 43218-2698                                             

BY OVERNIGHT SERVICE                                                      

SEE INSTRUCTION 1 ABOVE.                                                  

2. Send to: THE SHELBY FUNDS, c/o BISYS Fund Services Ohio, Inc., 3435    
Stelzer Road, Columbus, OH 43219                                    

WIRE TRANSFER                                                             

You must indicate this option on your application.                        

Call 1-800-774-3529 to request a wire transfer.                           

If you call by 4 p.m. Eastern time, or the close of the NYSE, whichever is
earlier, your payment will normally be wired to your bank on the next     
business day.                                                             

The Funds may charge a wire transfer fee.                                 

Note: Your financial institution may also charge a separate fee.          

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

SELLING YOUR SHARES                                                       
CONTINUED                                                                 

AUTOMATIC WITHDRAWAL PLAN                                                 

You can receive automatic payments from your account on a monthly or      
quarterly basis. The minimum withdrawal is $25. To activate this feature: 
    - Make sure you've checked the appropriate box and completed the Automatic
    Withdrawal section of the Account Application. Or call 1-800-774-3529.
- Include a voided personal check.                                    
   - Your account must have a value of $10,000 or more to start withdrawals.
    - If the value of your account falls below $1,000, you may be asked to add
sufficient funds to bring the account back to $1,000.             

GENERAL POLICIES ON SELLING SHARES                                        

REDEMPTIONS IN WRITING REQUIRED                                           

You must request redemption in writing in the following situations:       

1. Redemptions from Individual Retirement Account ("IRAs").               

  2. Redemption requests requiring a signature guarantee. Signature guarantees
are required in the following situations:                           
- Your account address has changed within the last 10 business days   
- The check is not being mailed to the address on your account        
- The check is not being made payable to the owner(s) of the account  
 - The redemption proceeds are being transferred to another Fund account
with a different registration                                     
  - The redemption proceeds are being wired to bank instructions currently
not on your account                                               

 Signature guarantees must be obtained from members of the STAMP (Securities
Transfer Agents Medallion Program), MSP (New York Stock Exchange Medallion
  Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to
  dollar limitations which must be considered when requesting their guarantee.
The Transfer Agent may reject any signature guarantee if it believes the  
transaction would otherwise be improper.                                  

VERIFYING TELEPHONE REDEMPTIONS                                           

The Funds make every effort to insure that telephone redemptions are only 
made by authorized shareholders. All telephone calls are recorded for your
protection and you will be asked for information to verify your identity. 
Given these precautions, unless you have specifically indicated on your   
   application that you do not want the telephone redemption feature, you may be
 responsible for any fraudulent telephone orders. If appropriate precautions
have not been taken, the Transfer Agent may be liable for losses due to   
unauthorized transactions.                                                

REDEMPTIONS WITHIN 10 DAYS OF INITIAL INVESTMENT                          

When you have made your initial investment by check, you cannot redeem any
portion of it until the Transfer Agent is satisfied that the check has    
  cleared (which may require up to 10 business days). You can avoid this delay
by purchasing shares with a federal funds wire.                           

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

GENERAL POLICIES ON SELLING SHARES                                        
CONTINUED                                                                 

REFUSAL OF REDEMPTION 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 Funds reserve the right to make payment in securities rather than cash,
known as "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 a Fund's net assets). If the Funds
 deem it advisable for the benefit of their shareholders, 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.         

UNDELIVERABLE REDEMPTION CHECKS                                           

For any shareholder who chooses to receive distributions in cash: If      
distribution checks (1) are returned and marked as "undeliverable" or (2) 
   remain uncashed for six months, your account will be changed automatically so
that all future distributions are reinvested in your account. Checks that 
 remain uncashed for six months will be canceled and the money reinvested in
your account at the current NAV.                                          

EXCHANGING YOUR SHARES                                                    

You can exchange your shares in one Fund for shares of the same class of  
another Shelby Fund, usually without paying additional sales charges (see 
"Notes on exchanges" below). No transaction fees are charged for exchanges

   You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one Fund to another are taxable.           

INSTRUCTIONS FOR EXCHANGING SHARES                                        

  Exchanges may be made by sending a written request to Shelby Funds, P.O. Box
  182698, Columbus OH 43218-2698, or by calling 1-800-774-3529. Please provide
the following information:                                                

- Your name and telephone number                                      

- The exact name on your account and account number                   

- Taxpayer identification number (usually your Social Security number)

- Dollar value or number of shares to be exchanged                    

- The name of the Fund from which the exchange is to be made          

- The name of the Fund into which the exchange is being made.         

See "Selling your Shares" for important information about telephone       
transactions.                                                             

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

NOTES ON EXCHANGES                                                        

  When exchanging from a Fund that has no sales charge or a lower sales charge
to a Fund with a higher sales charge, you will pay the difference.        

 The registration and tax identification numbers of the two accounts must be
identical.                                                                

The Exchange Privilege (including automatic exchanges) may be changed or  
eliminated at any time upon a 60-day notice to shareholders.              

 Be sure to read carefully the Prospectus of any Fund into which you wish to
exchange shares.                                                          

To minimize potential harm to the Funds and their shareholders, the Funds 
reserve the right to reject, in their sole discretion, any purchase order 
  (including an exchange from another Fund) from any investor believed to have
  a history of abusive trading or whose trading, in the judgment of the Funds,
 has been or may be disruptive to a Fund. In making this judgment, the Funds
may consider trading done in multiple accounts under common ownership or  
control.                                                                  

DIVIDENDS, DISTRIBUTIONS AND TAXES                                        

Any income a Fund receives in the form of dividends is paid out, less     
 expenses, to shareholders. Income dividends and Capital Gains on The Shelby
Fund and The Shelby Large Cap Fund are usually paid annually.             

   Dividends and distributions are treated in the same manner for federal income
tax purposes whether you receive them in cash or in additional shares.    

   Dividends are generally taxable as ordinary income. Taxation on capital gains
will vary with the length of time a Fund has held the security -- not how 
long the shareholder has been in the Fund.                                

  Dividends are taxable in the year they are paid or credited to your account.
  However, dividends declared in October, November or December to shareholders
of record in such a month and paid by January 31st are taxable on December
31st of the year they are declared.                                       

   Currently effective tax legislation generally provides for a maximum tax rate
   for individual taxpayers of 15% on long-term gains from sales on or after May
  6, 2003 and from certain qualifying dividends on corporate stock. These rate
  reductions do not apply to corporate taxpayers. The following are guidelines
  for how certain distributions by the Funds are generally taxed to individual
taxpayers:                                                                

- Distributions of earnings from qualifying dividends and qualifying      
long-term capital gains will be taxed at a maximum rate of 15%.       

- Note that distributions of earnings from dividends paid by certain      
   "qualified foreign corporations" can also qualify for the lower tax rates
on qualifying dividends.                                              

- A shareholder will also have to satisfy a greater than 60-day holding   
   period with respect to any distributions of qualifying dividends in order
to obtain the benefit of the lower tax rate.                          

 - Distributions of earnings from non-qualifying dividends, interest income,
   other types of ordinary income and short-term capital gains will be taxed
at the ordinary income tax rate applicable to the taxpayer.           

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SHAREHOLDER INFORMATION                                                     

[ICON]                        

You will be notified in January each year about the federal tax status of 
distributions made by your Fund. Depending on your residence for tax      
purposes, distributions also may be subject to state and local taxes,     
including withholding taxes.                                              

Foreign shareholders may be subject to special withholding requirements.  
There is a penalty on certain pre-retirement distributions from retirement
accounts. Consult your tax adviser about the federal, state and local tax 
consequences in your particular circumstances.                            

Each Fund is required to withhold 28% of taxable dividends, capital gains 
distributions and redemptions paid to shareholders who have not provided  
  their 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.                                                      

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FUND MANAGEMENT                                                             

[ICON]                                        

THE INVESTMENT ADVISER                                                    

SMC Capital, Inc. (the "Adviser"), Louisville, Kentucky 40207, is the     
 investment adviser for each Fund and has been engaged to provide day-to-day
  investment advisory services to the Funds. SMC Capital, Inc. is a registered
investment adviser established in 1993. The Adviser receives an investment
   advisory fee from The Shelby Fund equal, on an annual basis, to 1.00% of that
  Fund's average daily net assets. The Adviser receives an investment advisory
fee from The Shelby Large Cap Fund equal, on an annual basis, to 0.85% of 
that Fund's average daily net assets.                                     

PORTFOLIO MANAGERS                                                        

   The following individuals serve as portfolio managers for The Shelby Fund and
are primarily responsible for the day-to-day management of that Fund's    
portfolio:                                                                

                                                                [Download Table]
                                                                                    
Darrell R. Wells         Chairman and Chief Executive Officer of SMC Capital, Inc., 
                         Harvard University, A.B. (1965); SMC Capital, Inc.         
                         (1993-present); Security Management Company (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).                                               
Richard A. Beck          Senior Vice President of SMC Capital, Inc., University of  
                         Louisville, B.S. (1991); Babson University, M.B.A. (1999); 
                         SMC Capital, Inc. (1999-present).                          

The following individuals serve as portfolio managers for The Shelby Large
  Cap Fund and are primarily responsible for the day-to-day management of that
Fund's portfolio:                                                         

                                                        [Enlarge/Download Table]
                                                                                         
Darrell R. Wells             Chairman and Chief Executive Officer of SMC Capital, Inc.,  
                             Harvard University, A.B. (1965); SMC Capital, Inc.          
                             (1993-present); Security Management Company (1972-present). 
Holland N. McTyeire IV, CFA  Senior Vice-President and Chairman of the Investment        
                             Committee of Commonwealth Bank & Trust Company; Senior      
                             Vice-President of SMC Capital, Inc., Yale University, B.A.  
                             (1953); Commonwealth Bank & Trust Company (1993-present);   
                             SMC Capital, Inc. (2001-present).                           
Brian S. Stivers             Vice-President and Senior Investment Officer of Commonwealth
                             Bank & Trust Company; Vice-President of SMC Capital, Inc.;  
                             University of Louisville, B.S. (1993); Commonwealth Bank &  
                             Trust Company (1994-present); SMC Capital, Inc.             
                             (2001-present).                                             

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

                                                                              21

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FUND MANAGEMENT                                                             

[ICON]                                        

THE DISTRIBUTOR AND ADMINISTRATOR                                         

  BISYS Fund Services Limited Partnership is each Fund's distributor and BISYS
  Fund Services Ohio, Inc. is each Fund's administrator. Their address is 3435
Stelzer Road, Columbus, Ohio 43219.                                       

CAPITAL STRUCTURE -- The Coventry Group was organized as a Massachusetts  
business trust on January 8, 1992 and overall responsibility for the      
  management of the Funds is vested in the Board of Trustees. Shareholders are
  entitled to one vote for each full share held and a proportionate fractional
   vote for any fractional shares held and will vote in the aggregate and not by
series except as otherwise expressly required by law. An annual or special
  meeting of shareholders to conduct necessary business is not required by the
Coventry Group's Declaration of Trust, the 1940 Act or other authority    
  except, under certain circumstances. Absent such circumstances, the Coventry
Group does not intend to hold annual or special meetings.                 

   The Funds offer three Classes of shares, Class A, Class B and Class Y Shares,
each of which have different expenses that affect performance. For further
information, telephone the Distributor at (800) 774-3529.                 

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FINANCIAL HIGHLIGHTS                                                        

[ICON]                                    
THE SHELBY FUND                                                                 

FINANCIAL HIGHLIGHTS                                                      

  The financial highlights table is intended to help you understand The Shelby
  Fund's financial performance. The table below sets forth information for the
Fund's Class Y Shares for each of the past five fiscal years. Certain     
information reflects financial results for a single Fund share. The total 
   returns in the table represent the rate that an investor would have earned on
   an investment in the Class Y Shares of the Fund (assuming reinvestment of all
 dividends and distributions). The information for the years ended March 31,
   2003 and 2004 has been audited by Ernst & Young LLP, whose report, along with
the Fund's financial statements, are included in the annual report of the 
  Fund, which is available upon request. The information for the periods prior
to March 31, 2003 was audited by the Fund's prior auditors. Information is
not presented for the Class Y Shares of The Shelby Large Cap Fund because 
that class of shares has not yet been publicly offered by the Fund.       

                                                        [Enlarge/Download Table]

                                         YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED  
                                         MARCH 31,    MARCH 31,    MARCH 31,    MARCH 31,    MARCH 31,   
                                            2004         2003         2002         2001         2000     
                                                                                                         
NET ASSET VALUE, BEGINNING OF PERIOD      $  6.13      $  7.99      $  7.75      $ 20.08      $ 11.53    
---------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:                                                                       
  Net investment loss                       (0.12)       (0.10)       (0.08)       (0.09)       (0.16)   
  Net realized and unrealized gains                                                                      
    (losses) from investments and                                                                        
    options                                  2.38        (1.76)        0.32       (10.08)        9.39    
---------------------------------------------------------------------------------------------------------
    Total from operations                    2.26        (1.86)        0.24       (10.17)        9.23    
---------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:                                                                                      
  From net realized gains from                                                                           
    investment transactions                    --           --           --        (2.16)       (0.68)   
---------------------------------------------------------------------------------------------------------
    Total distributions                        --           --           --        (2.16)       (0.68)   
---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD            $  8.39      $  6.13      $  7.99      $  7.75      $ 20.08    
---------------------------------------------------------------------------------------------------------
    TOTAL RETURN                            36.87%      (23.28)%       3.10%      (53.42)%      82.50%   
RATIOS/SUPPLEMENTAL DATA:                                                                                
  Net assets, end of period (000s)        $18,276      $16,229      $23,763      $29,248      $68,417    
  Ratio of net expenses to average net                                                                   
    assets                                   2.00%        1.99%        1.78%        1.45%        1.59%   
  Ratio of net investment loss to                                                                        
    average net assets                      (1.38)%      (1.36)%      (0.84)%      (0.67)%      (1.18)%  
  Ratio of expenses to average net                                                                       
    assets*                                  2.05%        2.05%        1.83%        1.50%        1.64%   
Portfolio turnover rate**                   43.39%       83.54%       70.83%      284.76%      122.25%   

 * During the period certain fees were reduced. If such fee reductions had
not occurred, the ratios would have been as indicated.              

** Portfolio turnover is calculated on the basis of the fund as a whole   
without distinguishing between the classes of shares issued.        

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For more information about the Funds, the following documents are available free
upon request:                                                                   

ANNUAL/SEMI-ANNUAL REPORTS:                                                     

Each Fund's annual and semi-annual reports to shareholders contain additional   
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 Funds, including their     
operations and investment policies. It is incorporated by reference and is      
legally considered a part of this prospectus.                                   

YOU CAN RECEIVE FREE COPIES OF REPORTS AND THE SAI, OR REQUEST OTHER INFORMATION
AND DISCUSS YOUR QUESTIONS ABOUT THE FUNDS BY CONTACTING A BROKER THAT SELLS THE
FUNDS. OR CONTACT THE FUNDS AT:                                                 

THE SHELBY FUNDS        

C/O BISYS FUND SERVICES 
P.O. BOX 182698         
 COLUMBUS, OHIO 43218-2698
 TELEPHONE: 1-800-774-3529

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

- For a fee, by writing the Public Reference Section of the Commission,     
Washington, D.C. 20549-6009 or calling 1-202-942-8090, or by electronic 
request by e-mailing the Commission at the following address:           
publicinfo@sec.gov.                                                     

- Free from the EDGAR Database on the Commission's Website at               
http://www.sec.gov.                                                     

Investment Company Act file no. 811-6526.                                       

SHEPU 08/04                                                                     

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THE SHELBY FUNDS

 THE SHELBY FUND

 THE SHELBY LARGE CAP FUND

INVESTMENT PORTFOLIOS OF
THE COVENTRY GROUP

 STATEMENT OF ADDITIONAL INFORMATION

AUGUST 1, 2004

This Statement of Additional Information is not a prospectus, but should be read
in conjunction with each respective prospectus for The Shelby Fund and The      
Shelby Large Cap Fund (the "Funds"), dated the same date as the date hereof (the
"Prospectus"). The Funds are separate investment portfolios of The Coventry     
Group (the "Group"), an open-end management investment company. This Statement  
of Additional Information is incorporated in its entirety into each Prospectus  
and relates to each of the Funds' three share classes: the Class A Shares, the  
Class B Shares and the Class Y Shares. Copies of the Prospectuses may be        
obtained by writing the Funds, c/o BISYS Fund Services, at 3435 Stelzer Road,   
Columbus, Ohio 43219, or by telephoning toll free (800) 774-3259.               

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                                                   
INVESTMENT OBJECTIVE AND POLICIES.................................................................................3

   Additional Information on Portfolio Instruments................................................................3
   Investment Restrictions.......................................................................................11
   Portfolio Turnover............................................................................................13

NET ASSET VALUE..................................................................................................13

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...................................................................14

   Matters Affecting Redemption..................................................................................14
   Investment Adviser............................................................................................18

CODE OF ETHICS...................................................................................................19

   Portfolio Transactions........................................................................................19
   Administrator.................................................................................................21
   Distributor...................................................................................................22
   Custodian.....................................................................................................24
   Transfer Agency and Fund Accounting Services..................................................................24
   Independent Auditors..........................................................................................25
   Legal Counsel.................................................................................................25

ADDITIONAL INFORMATION...........................................................................................25

   Description Of Shares.........................................................................................25
   Vote of a Majority of the Outstanding Shares..................................................................26
   Additional Tax Information....................................................................................26
   Calculation of Performance Data...............................................................................29
   Performance Comparisons.......................................................................................34
   Principal Shareholders........................................................................................35
   Proxy Voting..................................................................................................35
   Miscellaneous.................................................................................................36

FINANCIAL STATEMENTS.............................................................................................37


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 STATEMENT OF ADDITIONAL INFORMATION

THE COVENTRY GROUP

       The Coventry Group (the "Group") is an open-end management investment
company which issues its Shares in separate series. Each series of Shares       
relates to a separate portfolio of assets. This Statement of Additional         
Information deals only with two of these series, The Shelby Fund ("Shelby Fund")
and The Shelby Large Cap Fund ("Large Cap Fund").                               

   Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectuses of the Funds.   
Capitalized terms not defined herein are defined in the Prospectuses. No        
investment in Shares of the Funds should be made without first reading the      
Prospectuses.                                                                   

 INVESTMENT OBJECTIVE AND POLICIES

Additional Information on Portfolio Instruments                                 

         The following policies supplement the investment objective and policies
of the Funds as set forth in the Prospectuses for the Funds.                    

    BANK OBLIGATIONS. The Funds may invest in bank obligations such as
bankers' acceptances, certificates of deposit, and time deposits.               

 Bankers' acceptances are negotiable drafts or bills of exchange
typically drawn by an importer or exporter to pay for specific merchandise,     
which are "accepted" by a bank, meaning, in effect, that the bank               
unconditionally agrees to pay the face value of the instruments on maturity.    
Bankers' acceptances invested in by the Funds will be those guaranteed by       
domestic and foreign banks having, at the time of investment, capital, surplus, 
and undivided profits in excess of $100,000,000 (as of the date of their most   
recently published financial statements).                                       

    Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank or a savings and loan association for a    
definite period of time and earning a specified return. Certificates of deposit 
and time deposits will be those of domestic and foreign banks and savings and   
loan associations, if (i) at the time of investment the depository institution  
has capital, surplus, and undivided profits in excess of $100,000,000 (as of the
date of its most recently published financial statements), or (ii) the principal
amount of the instrument is insured in full by the Federal Deposit Insurance    
Corporation.                                                                    

     COMMERCIAL PAPER. Commercial paper consists of unsecured promissory
notes issued by corporations. Issues of commercial paper normally have          
maturities of less than nine months and fixed rates of return.                  

       The Funds may purchase commercial paper consisting of issues rated at
the time of purchase in the two highest rating categories by a nationally       
recognized statistical rating organization ("NRSRO"). For example, the Funds may
purchase commercial paper rated A-2 or better by S&P, Prime-2 or better by      
Moody's or Duff 2 or better by Duff & Phelps. The Funds                         

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may also invest in commercial paper that is not rated but is determined by the  
Adviser, under guidelines established by the Group's Board of Trustees, to be of
comparable quality.                                                             

         COMMON STOCKS. The Funds may invest in common stocks, which include the
common stock of any class or series of foreign and domestic corporations or any 
similar equity interest, such as a trust or partnership interest. These         
investments may or may not pay dividends and may or may not carry voting rights.
Common stock occupies the most junior position in a company's capital structure.
The Funds may also invest in warrants and rights related to common stocks.      

         CONVERTIBLE SECURITIES. The Funds may invest in convertible securities,
including debt securities or preferred stock that may be converted into common  
stock or that carry the right to purchase common stock. Convertible securities  
entitle the holder to exchange the securities for a specified number of shares  
of common stock, usually of the same company, at specified prices within a      
certain period of time. They also entitle the holder to receive interest or     
dividends until the holder elects to exercise the conversion privilege.         

  The terms of any convertible security determine its ranking in a
company's capital structure. In the case of subordinated convertible debentures,
the holder's claims on assets and earnings are generally subordinate to the     
claims of other creditors, and senior to the claims of preferred and common     
stockholders. In the case of convertible preferred stock, the holder's claims on
assets and earnings are subordinate to the claims of all creditors and are      
senior to the claims of common stockholders. As a result of their ranking in a  
company's capitalization, convertible securities that are rated by nationally   
recognized statistical rating organizations are generally rated below other     
obligations of the company and many convertible securities are not rated.       

     PREFERRED STOCK. The Funds may invest in preferred stock. Preferred
stock, unlike common stock, offers a stated dividend rate payable from the      
issuer's earnings. Preferred stock dividends may be cumulative or               
non-cumulative, participating, or auction rate. If interest rates rise, the     
fixed dividend on preferred stocks may be less attractive, causing the price of 
the preferred stocks to decline. Preferred stock may have mandatory sinking fund
provisions, as well as call/redemption provisions prior to maturity, a negative 
feature when interest rates decline.                                            

         U.S. GOVERNMENT OBLIGATIONS. The Funds may invest in obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities.      
Obligations of certain agencies and instrumentalities of the U.S. Government are
supported by the full faith and credit of the U.S. Treasury; others are         
supported by the right of the issuer to borrow from the Treasury; others are    
supported by the discretionary authority of the U.S. Government to purchase the 
agency's obligations; and still others are supported only by the credit of the  
instrumentality. No assurance can be given that the U.S. Government would       
provide financial support to U.S. Government-sponsored agencies or              
instrumentalities if it is not obligated to do so by law. The Funds will invest 
in the obligations of such agencies or instrumentalities only when the Adviser  
believes that the credit risk with respect thereto is minimal.                  

 FOREIGN INVESTMENTS. The Funds may, subject to their investment
objectives and policies, invest in certain obligations or securities of foreign 
issuers. Permissible investments consist of Eurobonds, which are U.S. dollar    
denominated debt securities issued by corporations                              

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located in Europe, Eurodollar Certificates of Deposit, which are U.S. dollar    
denominated certificates of deposit issued by branches of foreign and domestic  
banks located outside the United States (primarily Europe), Yankee Certificates 
of Deposit which are certificates of deposit issued by a U.S. branch of a       
foreign bank denominated in U.S. dollars and held in the United States,         
Eurodollar Time Deposits, which are U.S. dollar denominated deposits in a       
foreign branch of a U.S. bank or a foreign bank, and Canadian Time Deposits,    
which are U.S. dollar denominated certificates of deposit issued by Canadian    
offices of major Canadian Banks. Investments in securities issued by foreign    
branches of U.S. banks, foreign banks, or other foreign issuers, including      
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and
securities purchased on foreign securities exchanges, may subject a Fund to     
investment risks that differ in some respects from those related to investment  
in obligations of U.S. domestic issuers or in U.S. securities markets. Such     
risks include future adverse political and economic developments, possible      
seizure, currency blockage, nationalization or expropriation of foreign         
investments, less stringent disclosure requirements, the possible establishment 
of exchange controls or taxation at the source, and the adoption of other       
foreign governmental restrictions. Additional risks include currency exchange   
risks, less publicly available information, the risk that companies may not be  
subject to the accounting, auditing and financial reporting standards and       
requirements of U.S. companies, the risk that foreign securities markets may    
have less volume and therefore many securities traded in these markets may be   
less liquid and their prices more volatile than U.S. securities, and the risk   
that custodian and brokerage costs may be higher. Foreign issuers of securities 
or obligations are often subject to accounting treatment and engage in business 
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject 
to less stringent reserve requirements than those applicable to domestic        
branches of U.S. banks. The Funds will acquire such securities only when the    
Adviser believes the risks associated with such investments are minimal.        

        RIGHTS AND WARRANTS. The Funds may participate in rights offerings and
purchase warrants, which are privileges issued by corporations enabling the     
owners to subscribe to and purchase a specified number of shares of the         
corporation at a specified price during a specified period of time. Subscription
rights normally have a short life span to expiration. The purchase of rights or 
warrants involves the risk that a Fund could lose the purchase value of a right 
or warrant if the right to subscribe to additional shares is not exercised prior
to the rights' or warrants' expiration. Also, the purchase of rights or warrants
involves the risk that the effective price paid for the right or warrant added  
to the subscription price of the related security may exceed the value of the   
subscribed security's market price such as when there is no movement in the     
level of the underlying security.                                               

       MEDIUM-GRADE DEBT SECURITIES. The Funds may invest in debt securities
within the fourth highest rating group assigned by a NRSRO or, if unrated,      
securities determined by the Adviser to be of comparable quality ("Medium-Grade 
Securities").                                                                   

    As with other fixed-income securities, Medium-Grade Securities are
subject to credit risk and market risk. Market risk relates to changes in a     
security's value as a result of changes in interest rates. Credit risk relates  
to the ability of the issuer to make payments of principal and interest.        
Medium-Grade Securities are considered to have speculative characteristics.     

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      Medium-Grade Securities are generally subject to greater credit risk
than comparable higher-rated securities because issuers are more vulnerable to  
economic downturns, higher interest rates or adverse issuer-specific            
developments. In addition, the prices of Medium-Grade Securities are generally  
subject to greater market risk and therefore react more sharply to changes in   
interest rates. The value and liquidity of Medium-Grade Securities may be       
diminished by adverse publicity and investor perceptions.                       

    Because certain Medium-Grade Securities are traded only in markets
where the number of potential purchasers and sellers, if any, is limited, the   
ability of a Fund to sell such securities at their fair value either to meet    
redemption requests or to respond to changes in the financial markets may be    
limited.                                                                        

 Particular types of Medium-Grade Securities may present special
concerns. The prices of payment-in-kind or zero-coupon securities may react more
strongly to changes in interest rates than the prices of other Medium-Grade     
Securities. Some Medium-Grade Securities in which the Funds may invest may be   
subject to redemption or call provisions that may limit increases in market     
value that might otherwise result from lower interest rates while increasing the
risk that a Fund may be required to reinvest redemption or call proceeds during 
a period of relatively low interest rates.                                      

         The credit ratings issued by NRSROs are subject to various limitations.
For example, while such ratings evaluate credit risk, they ordinarily do not    
evaluate the market risk of Medium-Grade Securities. In certain circumstances,  
the ratings may not reflect in a timely fashion adverse developments affecting  
an issuer. For these reasons, the Adviser conducts its own independent credit   
analysis of Medium-Grade Securities.                                            

     RESTRICTED SECURITIES. The Funds may invest up to 5% of their total
assets in restricted securities, excluding restricted securities that are       
eligible for resale under Rule 144A under the Securities Act of 1933. Rule 144A 
under the Securities Act of 1933 allows for a broader institutional trading     
market for securities otherwise subject to restriction on resale to the general 
public. Rule 144A provides a "safe harbor" from the registration requirements of
the Securities Act of 1933 for resales of certain securities to qualified       
institutional buyers. The Adviser believes that the market for certain          
restricted securities such as institutional commercial paper may expand further 
as a result of this regulation and the development of automated systems for the 
trading, clearance and settlement of unregistered securities of domestic and    
foreign issuers, such as the PORTAL System sponsored by the NASD.               

     The Adviser monitors the liquidity of restricted securities in each
Fund's portfolio under the supervision of the Board of Trustees. In reaching    
liquidity decisions, the Adviser may consider the following factors, although   
such factors may not necessarily be determinative: (1) the unregistered nature  
of a security; (2) the frequency of trades and quotes for the security; (3) the 
number of dealers willing to purchase or sell the security and the number of    
other potential purchasers; (4) the trading markets for the security; (5) dealer
undertakings to make a market in the security; and (6) the nature of the        
security and the nature of the marketplace trades (including the time needed to 
dispose of the security, methods of soliciting offers, and mechanics of         
transfer).                                                                      

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       SHORT SALES. The Funds may from time to time sell securities short. A
short sale is a transaction in which a Fund sells securities it does not own    
(but has borrowed) in anticipation of a decline in the market price of the      
securities. To complete a short sale, the Fund must arrange through a broker to 
borrow the securities to be delivered to the buyer. The proceeds received by the
Fund from the short sale are retained by the broker until the Fund replaces the 
borrowed securities. In borrowing the securities to be delivered to the buyer,  
the Fund becomes obligated to replace the securities borrowed at their market   
price at the time of replacement, whatever that price may be. The Fund may have 
to pay a premium to borrow the securities and must pay any dividends or interest
payable on the securities until they are replaced.                              

      A Fund's obligation to replace the securities borrowed in connection
with a short sale will be secured by collateral deposited with the broker that  
consists of cash or obligations of the U.S. Government, its agencies or         
instrumentalities ("U.S. Government Securities"). In addition, the Fund will    
place in a segregated account with its custodian an amount of cash or U.S.      
Government Securities equal to the difference, if any, between (a) the current  
market value of the securities sold, and (b) any cash or U.S. Government        
Securities deposited as collateral with the broker in connection with the short 
sale (not including the proceeds of the short sale). Until it replaces the      
borrowed securities, the Fund will maintain the segregated account daily at a   
level so that the amount deposited in the account plus the amount deposited with
the broker (not including the proceeds from the short sale) will equal the      
current market value of the securities sold short.                              

    A Fund will incur a loss as a result of a short sale (other than a
short sale against the box, see below) if the price of the security increases   
between the date of the short sale and the date on which the Fund replaces the  
borrowed security. Possible losses from such short sales differ from losses that
could be incurred from a purchase of a security, because losses from such short 
sales may be unlimited, whereas losses from purchases of a security can equal   
only the total amount invested. Short sales will be limited to no more than 25% 
of the total value of a Fund's assets.                                          

         SHORT SALES AGAINST THE BOX. The Funds may enter into a short sale of a
security such that, so long as the short position is open, the Fund will own an 
equal amount of preferred stock or debt securities, convertible or exchangeable 
without payment or further consideration, into an equal number of shares of the 
common stock sold short. This kind of short sale, which is described as one     
"against the box," will be entered into by a Fund for the purpose of receiving a
portion of the interest earned by the executing broker from the proceeds of the 
sale.                                                                           

       SECURITIES LENDING. In order to generate additional income, the Funds
may, from time to time, subject to their investment objective, policies and     
restrictions, lend portfolio securities to broker-dealers, banks, or            
institutional borrowers of securities pursuant to agreements requiring that the 
loans be secured by collateral equal in value to 102% of the value of the       
securities loaned. Collateral for loans of portfolio securities must consist of 
cash or Government Related Securities. This collateral will be valued daily by  
the Adviser. Should the market value of the loaned securities increase, the     
borrower is required to furnish additional collateral to the Fund. During the   
time portfolio securities are on loan, the borrower pays the Fund any dividends 
or interest received on such securities. Loans are subject to termination by the
Fund or the borrower at any time. While the Fund does not have the right to vote
securities on loan, the Fund intends to terminate the loan and regain the right 
to vote if that is considered important with                                    

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respect to the investment. While the lending of securities may subject a Fund to
certain risks, such as delays or an inability to regain the securities in the   
event the borrower were to default or enter into bankruptcy, the Fund will have 
the contract right to retain the collateral described above. The Funds will     
enter into loan agreements only with broker-dealers, banks, or other            
institutions that the Adviser has determined are creditworthy under guidelines  
established by the Group's Board of Trustees.                                   

         OPTIONS. The Funds may purchase or sell (write) put and call options on
securities and securities indices in order to attempt to hedge against          
fluctuations in the market value of their portfolio holdings or securities that 
they anticipate purchasing. A Fund may use options to hedge up to the full value
of its portfolio of securities. In addition, a Fund may purchase put and call   
options to attempt to increase the total investment return of the Fund. The     
Funds will not, however, commit more than 10% of their respective total assets  
to attempts to increase returns using purchased options. When options positions 
are economically offsetting or hedge other options or securities positions, they
are considered hedging transactions and the 10% limitation will not apply.      
Options may be listed on a domestic or foreign securities exchange or may be    
traded over the counter. Options contracts may relate to particular securities  
or to various stock or bond indices.                                            

        Options trading is a highly specialized activity which entails greater
than ordinary investment risks. Regardless of how much the market price of the  
underlying security or index increases or decreases, the option buyer's risk is 
limited to the amount of the original investment for the purchase of the option.
However, options may be more volatile than the underlying instruments, and      
therefore, on a percentage basis, an investment in options may be subject to    
greater fluctuation than an investment in the underlying instruments themselves.
A listed call option for a particular security gives the purchaser of the option
the right to buy from a clearing corporation, and a writer has the obligation to
sell to the clearing corporation, the underlying security at the stated exercise
price at any time prior to the expiration of the option, regardless of the      
market price of the security. The premium paid to the writer is in consideration
for undertaking the obligations under the option contract. A listed put option  
gives the purchaser the right to sell to a clearing corporation the underlying  
security at the stated exercise price at any time prior to the expiration date  
of the option, regardless of the market price of the security. In contrast to an
option on a particular security, an option on an interest rate index provides   
the holder with the right to make or receive a cash settlement upon exercise of 
the option. The amount of this settlement will be equal to the difference       
between the closing price of the index at the time of exercise and the exercise 
price of the option expressed in dollars, times a specified multiple.           

       When a Fund purchases a put or call option, the premium paid by it is
recorded as an asset of the Fund. When a Fund writes a call option, an amount   
equal to the net premium (the premium less the commission) received by the Fund 
is included in the liability section of the Fund's statement of assets and      
liabilities as a deferred credit. The amount of this asset or deferred credit   
will be subsequently marked-to-market to reflect the current value of the option
purchased or written. The current value of the traded option is the last sale   
price or, in the absence of a sale, the average of the closing bid and asked    
prices. If an option purchased by a Fund expires unexercised, the Fund realizes 
a loss equal to the premium paid. If a Fund enters into a closing sale          
transaction on an option purchased by it, the Fund will realize a gain if the   
premium received by the Fund on the closing transaction is more than the premium
paid to                                                                         

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purchase the option, or a loss if it is less. If an option written by a Fund    
expires on the stipulated expiration date or if the Fund enters into a closing  
purchase transaction, it will realize a gain (or loss if the cost of a closing  
purchase transaction exceeds the net premium received when the option is sold)  
and the deferred credit related to such option will be eliminated. If an option 
written by a Fund is exercised, the proceeds of the sale will be increased by   
the net premium originally received and the Fund will realize a gain or loss.   

As noted previously, there are several risks associated with  
transactions in options on securities, currencies and indices. For example,     
there are significant differences between the securities and options markets    
that could result in an imperfect correlation between these markets, causing a  
given transaction not to achieve its objectives. A decision as to whether, when 
and how to use options involves the exercise of skill and judgment, and even a  
well conceived transaction may be unsuccessful to some degree because of market 
behavior or unexpected events.                                                  

        FUTURES. The Funds may enter into contracts for the future delivery of
securities and futures contracts based on a specific security, class of         
securities or an index. The Funds may also purchase or sell options on any such 
futures contracts and engage in related closing transactions. The Funds intend  
to enter into futures transactions solely for hedging purposes and not for      
speculation. For example, in order to hedge against market risks when market    
values of portfolio securities are expected to fall, a Fund can seek through the
sale of futures contracts to offset a decline in the value of its portfolio     
securities. Similarly, when market values are expected to rise, a Fund may,     
through the purchase of futures contracts, attempt to secure better prices for  
the Fund than might later be available in the market when it effects anticipated
purchases. When purchasing futures contracts the Funds are required to segregate
in a separate account cash and/or liquid securities in an amount sufficient to  
meet the related obligations thereunder.                                        

 The use of futures contracts is a highly specialized investment
activity and carries with it certain risks that are different from those        
associated with more ordinary portfolio securities transactions. There can be no
guarantee that the risk reducing objectives that are intended to be achieved    
will be realized. If the Adviser judges market conditions or market trends      
incorrectly, such futures strategies may lower a Fund's overall returns. In     
addition, there can be no assurance that a liquid market will exist at a time   
when a Fund seeks to close out a futures contract or option position.           

WHEN-ISSUED SECURITIES. The Funds may purchase securities on a
when-issued or delayed-delivery basis. When-issued securities are securities    
purchased for delivery beyond the normal settlement date at a stated price and  
yield and thereby involve a risk that the yield obtained in the transaction will
be less than those available in the market when delivery takes place. A Fund    
will generally not pay for such securities or start earning interest on them    
until they are received. When the Fund agrees to purchase securities on a       
when-issued basis, the Custodian will set aside cash or liquid portfolio        
securities equal to the amount of the commitment in a separate account.         
Normally, the Custodian will set aside portfolio securities to satisfy the      
purchase commitment, and in such a case, the Fund may be required subsequently  
to place additional assets in the separate account in order to assure that the  
value of the account remains equal to the amount of the Fund's commitment. It   
may be expected that the Fund's net                                             

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assets will fluctuate to a greater degree when it sets aside portfolio          
securities to cover such purchase commitments than when it sets aside cash. In  
addition, because the Fund will set aside cash or liquid portfolio securities to
satisfy its purchase commitments in the manner described above, the Fund's      
liquidity and the ability of the Adviser to manage it might be affected in the  
event its commitments to purchase when-issued securities ever exceeded 25% of   
the value of its assets.                                                        

   When a Fund engages in when-issued transactions, it relies on the
seller to consummate the trade. Failure of the seller to do so may result in the
Fund incurring a loss or missing the opportunity to obtain a price considered to
be advantageous. The Funds will engage in when-issued transactions only for the 
purpose of acquiring portfolio securities consistent with a Fund's investment   
objective, policies and restrictions, and not for investment leverage.          

       REPURCHASE AGREEMENTS. Securities held by the Funds may be subject to
repurchase agreements. These transactions permit a Fund to earn income for      
periods as short as overnight. A Fund could receive less than the repurchase    
price on any sale of securities. Under the terms of a repurchase agreement, the 
Fund would acquire securities from member banks of the Federal Deposit Insurance
Corporation and registered broker-dealers which the Adviser deems creditworthy  
under guidelines approved by the Group's Board of Trustees, subject to the      
seller's agreement to repurchase such securities at a mutually agreed-upon date 
and price. The repurchase price would generally equal the price paid by the Fund
plus interest negotiated on the basis of current short-term rates, which may be 
more or less than the rate on the underlying portfolio securities. The seller   
under a repurchase agreement will be required to maintain continually the value 
of collateral held pursuant to the agreement at not less than the repurchase    
price (including accrued interest). If the seller were to default on its        
repurchase obligation or become insolvent, the Fund holding such obligation     
would suffer a loss to the extent that the proceeds from a sale of the          
underlying portfolio securities were less than the repurchase price under the   
agreement, or to the extent that the disposition of such securities by the Fund 
were delayed pending court action. Additionally, there is no controlling legal  
precedent confirming that the Fund would be entitled, as against a claim by such
seller or its receiver or trustee in bankruptcy, to retain the underlying       
securities, although the Board of Trustees of the Group believes that, under the
regular procedures normally in effect for custody of the Fund's securities      
subject to repurchase agreements and under federal laws, a court of competent   
jurisdiction would rule in favor of the Group if presented with the question.   
Securities subject to repurchase agreements will be held by the Fund's Custodian
or another qualified custodian or in the Federal Reserve/Treasury book-entry    
system. Repurchase agreements are considered to be loans by the Fund under the  
1940 Act.                                                                       

         REVERSE REPURCHASE AGREEMENTS. The Funds may borrow funds for temporary
purposes by entering into reverse repurchase agreements in accordance with the  
Fund's investment restrictions. Pursuant to such agreements, the Fund would sell
portfolio securities to financial institutions such as banks and broker-dealers,
and agree to repurchase the securities at a mutually agreed-upon date and price.
The Funds intend to enter into reverse repurchase agreements only to avoid      
otherwise selling securities during unfavorable market conditions to meet       
redemptions. At the time a Fund enters into a reverse repurchase agreement, it  
will place in a segregated custodial account assets such as U.S. Government     
securities or other liquid, high grade debt securities consistent with the      
Fund's investment restrictions having a                                         

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value equal to the repurchase price (including accrued interest), and will      
subsequently continually monitor the account to ensure that such equivalent     
value is maintained at all times. Reverse repurchase agreements involve the risk
that (i) the party obtaining the securities pursuant to such agreement will be  
unable to deliver such securities back to the Fund upon maturity of the         
agreements, and (ii) the market value of the securities sold by the Fund may    
decline below the price at which it is obligated to repurchase the securities,  
and the Fund will be unable to liquidate its position in such securities during 
such periods of decline. Reverse repurchase agreements are considered to be     
borrowings by the Funds under the 1940 Act.                                     

   SECURITIES OF OTHER INVESTMENT COMPANIES. The Funds may invest in
securities issued by other investment companies. Each Fund currently intends to 
limit its investments so that, as determined immediately after a securities     
purchase is made: (i) not more than 5% of the value of its total assets will be 
invested in the securities of any one investment company; (ii) not more than 10%
of the value of its total assets will be invested in the aggregate in securities
of investment companies as a group; and (iii) not more than 3% of the           
outstanding voting stock of any one investment company will be owned by the     
Fund. As a shareholder of another investment company, the Funds would bear,     
along with other shareholders, the pro rata portion of that company's expenses, 
including advisory fees. These expenses would be in addition to the advisory and
other expenses that each Fund bears directly in connection with its own         
operations. Investment companies in which the Funds may invest may also impose a
sales or distribution charge in connection with the purchase or redemption of   
their shares and other types of commissions or charges. Such charges will be    
payable by the Fund and, therefore, will be borne directly by Shareholders.     

Investment Restrictions                                                         

   The following are fundamental investment restrictions that may be
changed only by the affirmative vote of a majority of the outstanding Shares of 
a Fund (as defined below). Under these restrictions, each Fund may not:         

         1. Purchase securities of any one issuer, other than obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities, if,  
immediately after such purchase, with respect to 75% of its portfolio, more than
5% of the value of the total assets of the Fund would be invested in such       
issuer, or the Fund would hold more than 10% of any class of securities of the  
issuer or more than 10% of the outstanding voting securities of the issuer.     

         2. Purchase any securities which would cause more than 25% of the value
of the Fund's total assets at the time of purchase to be invested in securities 
of one or more issuers conducting their principal business activities in the    
same industry, provided that (i) there is no limitation with respect to         
obligations issued or guaranteed by the U.S. Government or its agencies or      
instrumentalities; (ii) wholly owned finance companies will be considered to be 
in the industries of their parents if their activities are primarily related to 
financing the activities of their parents; and (iii) utilities will be divided  
according to their services. For example, gas, gas transmission, electric and   
gas, electric, and telephone will each be considered a separate industry.       

      3. Borrow money or issue senior securities, except that the Fund may
borrow from banks or enter into reverse repurchase agreements for temporary     
purposes in amounts up to 10%                                                   

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of the value of its total assets at the time of such borrowing; or mortgage,    
pledge or hypothecate any assets, except in connection with any such borrowing  
and in amounts not in excess of the lesser of the dollar amounts borrowed or 10%
of the value of the Fund's total assets at the time of its borrowing. The Fund  
will not purchase securities while borrowings (including reverse repurchase     
agreements) in excess of 5% of its total assets are outstanding.                

4. Make loans, except that the Fund may purchase or hold debt 
securities and lend portfolio securities in accordance with its investments     
objective and policies, and may enter into repurchase agreements.               

        5. Underwrite securities issued by other persons, except to the extent
that the Fund may be deemed to be an underwriter under certain securities laws  
in the disposition of "restricted securities".                                  

         6. Purchase or sell commodities or commodities contracts, except to the
extent disclosed in the current Prospectus of the Fund.                         

      7. Purchase or sell real estate (although it may purchase securities
secured by real estate or interests therein, or securities issued by companies  
which invest in real estate, or interests therein).                             

      The following additional investment restrictions are non-fundamental
and may be changed with respect to a Fund without the vote of a majority of the 
outstanding Shares of the Fund. Each Fund may not:                              

     1. Invest more than 15% of its assets (taken at market value at the
time of the investment) in "illiquid securities," illiquid securities being     
defined to include securities subject to legal or contractual restrictions on   
resale (which may include private placements), repurchase agreements maturing in
more than seven days, certain options traded over the counter that the Fund has 
purchased, securities being used to cover options the Fund has written,         
securities for which market quotations are not readily available, or other      
securities which legally or in the Adviser's opinion may be deemed illiquid.    

       2. Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases of portfolio securities.                   

       3. Maintain a short position, or purchase, write or sell puts, calls,
straddles, spreads or combinations thereof, except as set forth in the          
Prospectus and in this Statement of Additional Information.                     

    4. Purchase participation or direct interests in oil, gas or other
mineral exploration or development programs (although investments by the Fund in
marketable securities of companies engaged in such activities are not prohibited
in this restriction).                                                           

     5. Purchase securities of other investment companies, except (i) in
connection with a merger, consolidation, acquisition or reorganization, and (ii)
the Fund may invest up to 10% of the value of its total assets in other         
investment companies, as specified in the Prospectus and above, subject to such 
restrictions as may be imposed by the 1940 Act or any state laws.               

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6. Invest for the purpose of exercising control or management.

        If any percentage restriction described above is satisfied at the time
of investment, a later increase or decrease in such percentage resulting from a 
change in asset value will not constitute a violation of such restriction.      

Portfolio Turnover                                                              

           The portfolio turnover rate for a Fund is calculated by
dividing the lesser of the Fund's purchases or sales of portfolio securities for
the year by the monthly average value of the portfolio securities. The          
calculation excludes all securities whose remaining maturities at the time of   
acquisition were one year or less. Portfolio turnover for a Fund may vary       
greatly from year to year as well as within a particular year. High turnover    
rates will generally result in higher transaction costs to the Fund. Portfolio  
turnover will not be a limiting factor in making investment decisions.          

 NET ASSET VALUE

     As indicated in the Prospectus, the net asset value of each Fund is
determined and the Shares of the Funds are priced as of the Valuation Time on   
each Business Day. A "Business Day" is a day on which the New York Stock        
Exchange (the "NYSE") is open for trading and any other day (other than a day on
which no Shares of a Fund are tendered for redemption and no order to purchase  
any Shares is received) during which there is sufficient trading in portfolio   
instruments such that a Fund's net asset value per share might be materially    
affected. The NYSE will not be open in observance of the following holidays: New
Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial 
Day, Independence Day, Labor Day, Thanksgiving, and Christmas.                  

        Portfolio securities for which market quotations are readily available
are valued based upon their current available bid prices in the principal market
(closing sales prices if the principal market is an exchange) in which such     
securities are normally traded. Unlisted securities for which market quotations 
are readily available will be valued at the current quoted bid prices. Other    
securities and assets for which quotations are not readily available, including 
restricted securities and securities purchased in private transactions, are     
valued at their fair value in the Adviser's best judgment under procedures      
established by, and under the supervision of, the Group's Board of Trustees.    

      Among the factors that will be considered, if they apply, in valuing
portfolio securities held by a Fund are the existence of restrictions upon the  
sale of the security by the Fund, the absence of a market for the security, the 
extent of any discount in acquiring the security, the estimated time during     
which the security will not be freely marketable, the expenses of registering or
otherwise qualifying the security for public sale, underwriting commissions if  
underwriting would be required to effect a sale, the current yields on          
comparable securities for debt obligations traded independently of any equity   
equivalent, changes in the financial condition and prospects of the issuer, and 
any other factors affecting fair value. In making valuations, opinions of       
counsel may be relied upon as to whether or not securities are restricted       
securities and as to the legal requirements for public sale.                    

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The Group may use a pricing service to value certain portfolio
securities where the prices provided are believed to reflect the fair market    
value of such securities. A pricing service would normally consider such factors
as yield, risk, quality, maturity, type of issue, trading characteristics,      
special circumstances and other factors it deems relevant in determining        
valuations of normal institutional trading units of debt securities and would   
not rely exclusively on quoted prices. Certain instruments, for which pricing   
services used for the Funds do not provide prices, may be valued by the Group   
using methodologies similar to those used by pricing services, where such       
methodologies are believed to reflect fair value of the subject security. The   
methods used by the pricing service and the Group and the valuations so         
established will be reviewed by the Group under the general supervision of the  
Group's Board of Trustees. Several pricing services are available, one or more  
of which may be used by the Adviser from time to time.                          

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

  Shares of the Funds are sold on a continuous basis by BISYS Fund
Services Limited Partnership d/b/a BISYS Fund Services (the "Distributor" or    
"BISYS Fund Services") and BISYS Fund Services has agreed to use appropriate    
efforts to solicit all purchase orders. In addition to purchasing Shares        
directly from the Distributor, Shares may be purchased through procedures       
established by BISYS Fund Services in connection with the requirements of       
accounts at Commonwealth Bancshares, Inc. and its affiliated financial          
institutions.                                                                   

Matters Affecting Redemption                                                    

       The Group may suspend the right of redemption or postpone the date of
payment for Shares during any period when (i) trading on the NYSE is restricted 
by applicable rules and regulations of the Commission, (ii) the NYSE is closed  
for other than customary weekend and holiday closings, (iii) the Commission has 
by order permitted such suspension for the protection of security holders of the
Group, or (iv) the Commission has determined that an emergency exists as a      
result of which (a) disposal by the Group of securities owned by it is not      
reasonably practical, or (b) it is not reasonably practical for the Group to    
determine the fair value of its net assets.                                     

   The Group may redeem Shares of a Fund involuntarily if redemption
appears appropriate in light of the Group's responsibilities under the 1940 Act.
See "HOW TO PURCHASE AND REDEEM SHARES -- Redemption of Shares" in the          
Prospectus.                                                                     

 MANAGEMENT OF THE GROUP

Trustees and Officers                                                           

Overall responsibility for management of the Group rests with its Board of      
Trustees. The Trustees elect the Officers of the Group to supervise actively its
day-to-day operations.                                                          

The names of the Trustees and Officers of the Group, their addresses, ages and  
principal occupations during the past five years are provided in the tables     
below. Trustees that are deemed "interested persons," as defined in the 1940    
Act, are included in the table titled, "Interested Trustees." Trustees who are  
not interested persons are referred to as Independent Trustees.                 

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INTERESTED TRUSTEES*                                          

                                                        [Enlarge/Download Table]


                                                                                 NUMBER OF                   
                                    TERM OF                                      FUNDS IN                    
                                   OFFICE**                                        FUND                      
                      POSITION(s) AND LENGTH                                      COMPLEX         OTHER      
      NAME, ADDRESS   HELD WITH     OF TIME     PRINCIPAL OCCUPATION(s) DURING   OVERSEEN     DIRECTORSHIPS  
         AND AGE      THE FUNDS     SERVED             PAST FIVE YEARS          BY TRUSTEE   HELD BY TRUSTEE 
      -------------   ----------  -----------  -------------------------------  ----------  -----------------

                                                                                                             
Walter B. Grimm                                                                             American         
3435 Stelzer Road      Trustee    Since 1996.  From June 1992 to present,           16      Performance Funds
Columbus, Ohio 43219                           employee of BISYS Fund Services.                              
Age: 58                                                                                                      

R. Jeffrey Young                               From October 1993 to present,                n\a              
3435 Stelzer Road     President   Since 1999.  employee of BISYS Fund Services.     16                       
Columbus, Ohio 43219    and                                                                                  
Age: 39               Chairman                                                                               
                       of the                                                                                
                      Board of                                                                               
                      Trustees                                                                               

*        Mr. Grimm and Mr. Young are each considered to be an "interested       
         person" of the Group as defined in the 1940 Act due to their employment
     with BISYS Fund Services, the Funds' distributor and administrator.

**       Trustees hold their position with the Trust until their resignation or 
removal.                                                      

INDEPENDENT TRUSTEES                                          

                                                        [Enlarge/Download Table]


                                                                                   NUMBER OF                     
                                      TERM OF                                      FUNDS IN                      
                                      OFFICE**                                       FUND                        
                        POSITION(s) AND LENGTH                                      COMPLEX                      
      NAME, ADDRESS     HELD WITH     OF TIME     PRINCIPAL OCCUPATION(s) DURING   OVERSEEN   OTHER DIRECTORSHIPS
         AND AGE        THE FUNDS     SERVED             PAST FIVE YEARS          BY TRUSTEE    HELD BY TRUSTEE  
      -------------     ----------  -----------  -------------------------------  ----------  -------------------
                                                                                                                 
Maurice G. Stark                                 Retired.                                     n\a                
3435 Stelzer Road        Trustee    Since 1992.                                       16                         
Columbus, Ohio 43219                                                                                             
Age 68                                                                                                           

Michael M. Van Buskirk                                                                        BISYS Variable     
3435 Stelzer Road        Trustee    Since 1992.  From June 1991 to present,           16      Insurance Funds    
Columbus, Ohio 43219                             employee of and currently Chief                                 
Age: 57                                          Executive Officer of The Ohio                                   
                                                 Bankers Association (trade                                      
                                                 association).                                                   
John H. Ferring IV                                                                                               
3435 Stelzer Road        Trustee    Since 1998.  From 1979 to present, President      16      n\a                
Columbus, Ohio 43219                             and Owner of Plaze,                                             
Age: 51                                          Incorporated, St. Clair,                                        
                                                 Missouri (packaging                                             
                                                 manufacturer).                                                  

**       Trustees hold their position with the Trust until their resignation or 
removal.                                                      

OFFICERS WHO ARE NOT TRUSTEES                                 

                                                        [Enlarge/Download Table]


                                            TERM OF                                                       
                                          OFFICE** AND                                                    
      NAME, ADDRESS   POSITION(s) HELD   LENGTH OF TIME                                                   
         AND AGE       WITH THE FUNDS        SERVED       PRINCIPAL OCCUPATION(s) DURING PAST FIVE YEARS  
      -------------   ----------------   --------------   ----------------------------------------------  
                                                                                                          
Jennifer R. Hankins                                      From October 1988 to present, employee of BISYS  
3435 Stelzer Road     Vice President    Since 1998.      Fund Services.                                   
Columbus, Ohio 43219                                                                                      
Age: 38                                                                                                   

Lara Bocskey                                             From May 1998 to present, employee of BISYS Fund 
3435 Stelzer Road of  Vice President    Since 2002.      Services; from 1996 to 1998, employee of First of
Columbus, Ohio 43219                                     America Bank Corporation.                        
Age: 34                                                                                                   

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                                            TERM OF                                                       
                                          OFFICE** AND                                                    
      NAME, ADDRESS   POSITION(s) HELD   LENGTH OF TIME                                                   
         AND AGE       WITH THE FUNDS        SERVED       PRINCIPAL OCCUPATION(s) DURING PAST FIVE YEARS  
      -------------   ----------------   --------------   ----------------------------------------------  
                                                                                                          
Nadeem Yousaf                                            From August 1999 to present, employee of BISYS   
3435 Stelzer Road     Treasurer         Since 1999.      Fund Services; from March 1997 to June 1999,     
Columbus, Ohio 43219                                     employee of Investors Bank and Trust; from       
Age: 35                                                  October 1994 to March 1997, employee of          
                                                         PricewaterhouseCoopers LLP.                      

George L. Stevens                                        From September 1996 to present, employee of BISYS
3435 Stelzer Road     Secretary         Since 1996.      Fund Services.                                   
Columbus, Ohio 43219                                                                                      
Age: 53                                                                                                   

Alaina V. Metz                                           From June 1995 to present, employee of BISYS Fund
3435 Stelzer Road     Assistant         Since 1995.      Services.                                        
Columbus, Ohio 43219  Secretary                                                                           
Age: 36                                                                                                   


**       Officers hold their positions with the Trust until a successor has been
duly elected and qualified.                                   

BOARD COMMITTEES                                                                

      The Board has an Audit Committee, Nominating Committee and Valuation
Committee. The Audit Committee oversees the Group's accounting and financial    
reporting policies and practices and oversees the quality and objectivity of the
Group's financial statements and the independent audit thereof. The members of  
the Audit Committee, which met twice during the last fiscal year, include all of
the Board's Independent Trustees: Maurice G. Stark, Michael M. Van Buskirk, and 
John H. Ferring, IV. The Nominating Committee, also comprised of all of the     
Independent Trustees, evaluates the qualifications of candidates and makes      
nominations for Independent Trustee membership on the Board. The Nominating     
Committee does not consider nominees recommended by shareholders. The purpose of
the Valuation Committee, which is comprised of at least two Trustees at all     
times, one of whom must be an Independent Trustee, is to oversee the            
implementation of the Group's valuation procedures and to make fair value       
determinations on behalf of the Board as specified in the valuation procedures. 
The Valuation Committee meets quarterly. During the last fiscal year ended March
31, 2004, the Nominating Committee did not meet.                                

OWNERSHIP OF SECURITIES                                                         

         As of the date of this Statement of Additional Information, the Group's
Trustees and Officers, as a group, own less than 1% of each Fund's outstanding  
Shares. For the year ended December 31, 2003, the dollar range of equity        
securities owned beneficially by each Trustee in the Funds and in any registered
investment companies overseen by the Trustee within the same family of          
investment companies as the Funds is as follows:                                

INTERESTED TRUSTEES                                           

                                                                [Download Table]


                                           AGGREGATE DOLLAR RANGE OF EQUITY
                                             SECURITIES IN ALL REGISTERED  
                                           INVESTMENT COMPANIES OVERSEEN BY
                  DOLLAR RANGE OF EQUITY    TRUSTEE IN FAMILY OF INVESTMENT
NAME OF TRUSTEE   SECURITIES IN THE FUNDS              COMPANIES           
---------------   -----------------------  --------------------------------

                                                                           
Walter B. Grimm             $ 0                           $ 0              
R. Jeffrey Young            $ 0                           $ 0              


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INDEPENDENT TRUSTEES                                          

                                                                [Download Table]



                                                 AGGREGATE DOLLAR RANGE OF EQUITY
                                                   SECURITIES IN ALL REGISTERED  
                                                 INVESTMENT COMPANIES OVERSEEN BY
                         DOLLAR RANGE OF EQUITY   TRUSTEE IN FAMILY OF INVESTMENT
NAME OF TRUSTEE         SECURITIES IN THE FUNDS              COMPANIES           
---------------         -----------------------  --------------------------------

                                                                                 
Maurice G. Stark                  $ 0                     $10,001-50,000         
Michael M. Van Buskirk            $ 0                           $ 0              
John H. Ferring IV                $ 0                           $ 0              


     The Officers of the Group receive no compensation directly from the
Group for performing the duties of their offices. BISYS Fund Services Ohio, Inc.
("BISYS Ohio") receives fees from the Fund for acting as administrator and      
transfer agent and for providing certain fund accounting services. Messrs.      
Yousaf, Stevens, Grimm and Ms. Bocskey, Ms. Metz and Ms. Hankins are employees  
of BISYS Fund Services.                                                         

    Trustees of the Group not affiliated with BISYS Ohio or BISYS Fund
Services receive from the Group an annual fee of $3,000, plus $2,250 for each   
regular meeting of the Board of Trustees attended and $1,000 for each special   
meeting of the Board attended in person and $500 for other special meetings of  
the Board attended by telephone, and are reimbursed for all out-of-pocket       
expenses relating to attendance at such meetings. Trustees of the Group also    
receive $1,000 for participation in Audit Committee meetings and $500 for       
participation in all other committee meetings. Trustees who are affiliated with 
BISYS or BISYS Fund Services do not receive compensation from the Group.        

    For the fiscal year ended March 31, 2004 the Trustees received the
following compensation from the Group and from certain other investment         
companies (if applicable) that have the same investment advisor as the Funds or 
an investment advisor that is an affiliated person of the Group's investment    
advisor:                                                                        

                                                        [Enlarge/Download Table]


                                                                                       TOTAL COMPENSATION 
                           AGGREGATE        PENSION OR RETIREMENT   ESTIMATED ANNUAL   FROM THE FUND AND  
                     COMPENSATION FROM THE   BENEFITS ACCRUED AS      BENEFITS UPON   FUND COMPLEX PAID TO
    NAME OF TRUSTEE          FUNDS          PART OF FUNDS EXPENSES     RETIREMENT         THE TRUSTEES    
    ---------------  ---------------------  ----------------------  ----------------  --------------------

                                                                                                          
Walter B. Grimm                $0                     $0                   $0                  $0         


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                                                                                          TOTAL COMPENSATION 
                              AGGREGATE        PENSION OR RETIREMENT   ESTIMATED ANNUAL   FROM THE FUND AND  
                        COMPENSATION FROM THE   BENEFITS ACCRUED AS      BENEFITS UPON   FUND COMPLEX PAID TO
    NAME OF TRUSTEE             FUNDS          PART OF FUNDS EXPENSES     RETIREMENT         THE TRUSTEES    
    ---------------     ---------------------  ----------------------  ----------------  --------------------

                                                                                                             
Maurice G. Stark               $703.62                   $0                   $0               $13,000       

Michael M. Van Buskirk         $703.62                   $0                   $0               $13,000       

John H. Ferring IV             $703.62                   $0                   $0               $13,000       

R. Jeffrey Young                  $0                     $0                   $0                  $0         

Investment Adviser                                                              

       Investment advisory services are provided to the Funds by SMC Capital
Inc., Louisville, Kentucky 40207 (the "Adviser"), pursuant to an Investment     
Advisory Agreement effective as of March 1, 2001. Under the Investment Advisory 
Agreement for the Shelby Fund, the Adviser provides investment advisory services
to that Fund and the Fund pays the Adviser a fee computed daily and paid        
monthly, at an annual rate, calculated as one percent (1.00%) of the average    
daily net assets of the Shelby Fund. Under the Investment Advisory Agreement for
the Large Cap Fund, the Adviser provides investment advisory services to that   
Fund and the Fund pays the Adviser a fee computed daily and paid monthly, at an 
annual rate, calculated as eighty five one hundredths of one percent (0.85%) of 
the average daily net assets of the Large Cap Fund.                             

     With respect to the Shelby Fund, the total investment advisory fees
paid to the Adviser for the fiscal years ended March 31, 2002, March 31, 2003   
and March 31, 2004 were $279,874, $195,303 and $190,936, respectively.          

      The Adviser had contractually agreed, until August 1, 2003, to waive
fees and/or reimburse the Large Cap Fund to the extent necessary to maintain the
Large Cap Fund's Total Fund Operating Expenses for Class A, B, and Y shares at  
1.65%, 2.40% and 1.40%, respectively, provided that these limits do not apply to
increases due to brokerage costs, interest, taxes and dividends and             
extraordinary expenses. The Fund has agreed to pay or repay fees that were      
waived or reimbursed for a period up to three years after such waiver or        
reimbursement was made to the extent such payments or repayments would not cause
the expenses of a Class to exceed the above limits. Investment advisory fees    
earned by the Adviser for services to the Large Cap Fund for the period from    
September 10, 2001 (commencement of operations) through March 31, 2002 totaled  
$109,601, and the Adviser waived advisory fees in the amount of $12,894 in      
accordance the Fund's then existing expense limitation agreement. Investment    
advisory fees earned by the Adviser for services to the Large Cap Fund for the  
fiscal years ended March 31, 2003 and March 31, 2004 totaled $177,857 and       
$197,882, respectively, and the Adviser waived advisory fees in the amount of   
$55,982 and $17,257, respectively, in accordance with the Fund's then existing  
expense limitation agreement.                                                   

    Unless sooner terminated, the Advisory Agreements will continue in
effect until February 28, 2005 and from year to year thereafter, if such        
continuance is approved at least annually by the Group's Board of Trustees or by
vote of a majority of the outstanding Shares of the Fund (as defined under      
"GENERAL INFORMATION Miscellaneous" in the Fund's Prospectus), and a majority of
the Trustees who are not parties to the Advisory Agreements or interested       
persons (as                                                                     

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defined in the 1940 Act) of any party to the Advisory Agreements by votes cast  
in person at a meeting called for such purpose. The Advisory Agreements are     
terminable at any time on 60 days' written notice without penalty by the        
Trustees, by vote of a majority of the outstanding Shares of the Fund, or by the
Adviser. The Advisory Agreements also terminate automatically in the event of   
any assignment, as defined in the 1940 Act.                                     

       Each Advisory Agreement provides that the Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with its performance under the Advisory Agreements, except a loss 
resulting from a breach of fiduciary duty with respect to the receipt of        
compensation for services or a loss resulting from willful misfeasance, bad     
faith, or gross negligence on the part of the Adviser in the performance of its 
duties, or from reckless disregard of its duties and obligations thereunder.    

      The annual continuation of the Investment Advisory Agreement for the
Shelby Fund and the Large Cap Fund was approved by both a majority of the       
Trustees and a majority of the independent Trustees at a meeting held on        
February 19, 2004. In considering whether to approve the continuation of the    
Investment Advisory Agreements, the Board members requested and received from   
the Adviser extensive information and data relating to each Agreement and the   
Adviser's management of the Funds. The Board considered a number of factors     
including the Funds' investment performance, the Funds' operating expenses, and 
the Adviser's capability to manage the Funds, and the Board compared this       
information with information they had received about other, similar mutual      
funds. The Board members also took into consideration the brokerage practices of
the Adviser, including soft dollar arrangements, in considering the Adviser's   
services. Based upon this review, it was the determination of the Board members 
that the continuation of the Investment Advisory Agreements for the Shelby Fund 
and the Large Cap Fund with the Adviser was in the best interests of the Funds  
and their shareholders.                                                         

CODE OF ETHICS

         The Group, the Adviser, and the Distributor have each adopted a Code of
Ethics, pursuant to Rule 17j-1 under the Investment Company Act of 1940,        
applicable to securities trading practices of its personnel. Each Code permits  
covered personnel to trade in securities in which a Fund may invest, subject to 
certain restrictions and reporting requirements.                                

Portfolio Transactions                                                          

         Pursuant to the Investment Advisory Agreements, the Adviser determines,
subject to the general supervision of the Board of Trustees of the Group and in 
accordance with each Fund's investment objective, policies and restrictions,    
which securities are to be purchased and sold by a Fund, and which brokers are  
to be eligible to execute the Fund's portfolio transactions. Purchases and sales
of portfolio securities with respect to a Fund usually are principal            
transactions in which portfolio securities are normally purchased directly from 
the issuer or from an underwriter or market maker for the securities. Purchases 
from underwriters of portfolio securities generally include a commission or     
concession paid by the issuer to the underwriter, and purchases from dealers    
serving as market makers may include the spread between the bid and asked price.
Transactions on stock exchanges involve the payment of negotiated brokerage     
commissions. Transactions in the over-the-counter market are generally principal
transactions                                                                    

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with dealers. With respect to the over-the-counter market, the Adviser, where   
possible, will deal directly with dealers who make a market in the securities   
involved except in those circumstances where better price and execution are     
available elsewhere.                                                            

The Group, on behalf of each Fund, will not execute portfolio 
transactions through, acquire portfolio securities issued by, make savings      
deposits in, or enter into repurchase or reverse repurchase agreements with     
Commonwealth Bancshares Inc., SMC Capital Inc., BISYS Fund Services, or their   
affiliates, and will not give preference to Commonwealth Bancshare Inc.'s       
correspondents with respect to such transactions, securities, savings deposits, 
repurchase agreements, and reverse repurchase agreements.                       

   Allocation of transactions, including their frequency, to various
brokers and dealers is determined by the Adviser in its best judgment and in a  
manner deemed fair and reasonable to Shareholders. The primary consideration is 
prompt execution of orders in an effective manner at the most favorable price.  
The Adviser may cause a Fund to pay a broker which provides brokerage and       
research services to the Adviser a commission for effecting a securities        
transaction or a price for certain securities in excess of the amount another   
broker might have charged. Such higher commissions or prices may not be paid    
unless the Adviser determined in good faith that the amount paid is reasonable  
in relation to the services received in terms of the particular transaction or  
the Adviser's overall responsibilities to the Trust and any other of the        
Adviser's clients.                                                              

       Information so received is in addition to and not in lieu of services
required to be performed by the Adviser and does not reduce the advisory fees   
payable to the Adviser by the Funds. Such information may be useful to the      
Adviser in serving both the Funds and other clients and, conversely,            
supplemental information obtained by the placement of business of other clients 
may be useful to the Adviser in carrying out its obligations to the Funds.      

       While the Adviser generally seeks competitive commissions, a Fund may
not necessarily pay the lowest commission available on each brokerage           
transaction, for reasons discussed above.                                       

      Investment decisions for each Fund are made independently from those
for any other investment company or account managed by the Adviser. Any such    
other investment company or account may also invest in the same securities as   
the Group on behalf of a Fund. When a purchase or sale of the same security is  
made at substantially the same time on behalf of the Fund and another investment
company or account, the transaction will be averaged as to price, and available 
investments will be allocated as to amount in a manner which the Adviser        
believes to be equitable to the Funds and such other investment company or      
account. In some instances, this investment procedure may adversely affect the  
price paid or received by a Fund or the size of the position obtained by the    
Fund. To the extent permitted by law, the Adviser may aggregate the securities  
to be sold or purchased for a Fund with those to be sold or purchased for the   
other investment companies or accounts in order to obtain best execution. As    
provided by the Investment Advisory Agreements, in making investment            
recommendations for a Fund, the Adviser will not inquire or take into           
consideration whether an issuer of securities proposed for purchase or sale by  
the Fund is a customer of the Adviser, its parent or its subsidiaries or        
affiliates and, in dealing with its customers, the Adviser, its parent,         

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subsidiaries, and affiliates will not inquire or take into consideration whether
securities of such customers are held by a Fund.                                

For the fiscal year ended March 31, 2002, the Shelby Fund paid
brokerage commissions of $99,096, none of which commissions were paid to any    
affiliate of the Fund or Adviser. For the fiscal year ended March 31, 2003, the 
Shelby Fund paid brokerage commission of $115,762, none of which commissions    
were paid to any affiliate of the Fund or Adviser. For the fiscal year ended    
March 31, 2004, the Shelby Fund paid brokerage commissions of $54,754, none of  
which commissions were paid to any affiliate of the Fund or the Adviser. For the
period September 10, 2001 (commencement of operations) through March 31, 2002,  
the Large Cap Fund paid brokerage commissions of $9,607, none of which          
commissions were paid to any affiliate of the Fund or the Adviser. For the      
fiscal year ended March 31, 2003, the Large Cap Fund paid brokerage commissions 
of $17,132, none of which commissions were paid to any affiliate of the Fund or 
the Adviser. For the fiscal year ended March 31, 2004, the Large Cap Fund paid  
brokerage commissions of $22,160, none of which commissions were paid to any    
affiliate of the Fund or the Adviser.                                           

Administrator                                                                   

       BISYS Ohio serves as administrator (the "Administrator") to the Funds
pursuant to a Management and Administration Agreement dated June 27, 1994, as   
amended (the "Administration Agreement"). The Administrator assists in          
supervising all operations of the Funds (other than those performed by the      
Adviser under the Investment Advisory Agreement, the Custodian under the        
Custodian Agreement and by BISYS Ohio under the Transfer Agency Agreement and   
the Fund Accounting Agreement). The Administrator is a broker-dealer registered 
with the Commission, and is a member of the National Association of Securities  
Dealers, Inc.                                                                   

     Under the Administration Agreement, the Administrator has agreed to
maintain office facilities; furnish statistical and research data, clerical,    
certain bookkeeping services and stationery and office supplies; prepare the    
periodic reports to the Commission on Form N-SAR or any replacement forms       
therefor; compile data for, prepare for execution by the Funds and file each of 
the Fund's federal and state tax returns and required tax filings other than    
those required to be made by the Custodian and Transfer Agent; prepare          
compliance filings pursuant to state securities laws with the advice of the     
Group's counsel; assist to the extent requested by the Funds with each Fund's   
preparation of its Annual and Semi-Annual Reports to Shareholders and           
Registration Statement; compile data for, prepare and file timely Notices to the
Commission required pursuant to Rule 24f-2 under the 1940 Act; keep and maintain
the financial accounts and records of each Fund, including calculation of daily 
expense accruals; and generally assist in all aspects of each Fund's operations 
other than those performed by the Adviser under the Investment Advisory         
Agreements, by the Custodian under the Custodian Agreement and by BISYS Fund    
Services Ohio, Inc. under the Transfer Agency Agreement and the Fund Accounting 
Agreement. Under the Administration Agreement, the Administrator may delegate   
all or any part of its responsibilities thereunder.                             

     The Administrator receives a fee from each Fund for its services as
Administrator and expenses assumed pursuant to the Administration Agreement,    
computed daily and paid monthly,                                                

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calculated at an annual rate of 0.20% of a Fund's first $300 million in net     
assets, 0.125% of the next $400 million of net assets, 0.08% of the next $300   
million of net assets and 0.05% of the Fund's net assets in excess of $1        
billion. The Administrator may periodically waive all or a portion of its fee   
with respect to a Fund in order to increase the net income of the Fund available
for distribution as dividends.                                                  

    For the fiscal year ended March 31, 2002, the Administrator earned
administrative fees from the Shelby Fund of $55,985 and the Administrator waived
administrative fees in the amount of $13,997. For the fiscal year ended March   
31, 2003, the Administrator earned administrative fees from the Shelby Fund of  
$39,061 and the Administrator waived administrative fees in the amount of       
$9,766. For the fiscal year ended March 31, 2004, the Administrator earned      
administrative fees from the Shelby Fund of $38,187 and the Administrator waived
administrative fees in the amount of $9,547. For the period September 10, 2001  
(commencement of operations) through March 31, 2002, the Administrator earned   
administrative fees from the Shelby Large Cap Fund of $25,789 and the           
Administrator waived administrative fees in the amount of $6,447. For the fiscal
year ended March 31, 2003, the Administrator earned administrator fees from the 
Shelby Large Cap Fund of $41,849 and the Administrator waived administrative    
fees in the amount of $10,463. For the fiscal year ended March 31, 2004, the    
Administrator earned administrative fees from the Shelby Large Cap Fund of      
$46,561 and the Administrator waived administrative fees in the amount of       
$11,640.                                                                        

 The Administration Agreement shall be renewed automatically for
successive three-year terms, unless written notice not to renew is given by the 
non-renewing party to the other party at least 60 days' prior to the expiration 
of the then-current term. The Administration Agreement is terminable with       
respect to each Fund through a failure by a party to the Administration         
Agreement to renew at the end of a three-year term, upon mutual agreement of the
parties, or for cause (as defined in the Administration Agreement) by the party 
alleging cause, on not less than 60 days' notice by the Group's Board of        
Trustees or by the Administrator.                                               

        The Administration Agreement provides that the Administrator shall not
be liable for any error of judgment or mistake of law or any loss suffered by a 
Fund in connection with the matters to which the Administration Agreement       
relates, except a loss resulting from willful misfeasance, bad faith, or gross  
negligence in the performance of its duties, or from the reckless disregard by  
the Administrator of its obligations and duties thereunder.                     

Distributor                                                                     

        BISYS Fund Services serves as distributor to each Fund pursuant to the
Distribution Agreement dated October 1, 1993, as amended (the "Distribution     
Agreement"). Unless otherwise terminated, the Distribution Agreement will       
continue in effect from year to year if its continuance is approved at least    
annually (i) by the Group's Board of Trustees or by the vote of a majority of   
the outstanding Shares of a Fund and (ii) by the vote of a majority of the      
Trustees of the Group who are not parties to the Distribution Agreement or      
interested persons (as defined in the 1940 Act) of any party to the Distribution
Agreement, cast in person at a meeting called for the purpose of voting on such 
approval. The Distribution Agreement may be terminated in the event of any      
assignment, as defined in the 1940 Act.                                         

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         In its capacity as Distributor, BISYS Fund Services solicits orders for
the sale of Shares, advertises and pays the costs of advertising, office space  
and the personnel involved in such activities. The Distributor receives no      
compensation under the Distribution Agreement with the Group.                   

    The Group has adopted a Service and Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act under which the Class A and Class B   
Shares of each Fund are authorized to pay the Distributor for payments it makes 
to banks, other institutions and broker-dealers, and for expenses the           
Distributor and any of its affiliates or subsidiaries incur (with all of the    
foregoing organizations being referred to as "Service Organizations") for       
providing administration, distribution or shareholder service assistance to the 
Funds. Payments to such Service Organizations may be made pursuant to agreements
entered into with BISYS Fund Services. The Plan authorizes each Fund to make    
payments to the Distributor in an amount not to exceed, on an annual basis, .25%
of the average daily net assets of Class A Shares and up to 1.00% of the average
daily net assets of the Class B Shares. As required by Rule 12b-1, the Plan was 
approved by the sole Shareholder of each Fund and by the Board of Trustees,     
including a majority of the Trustees who are not interested persons of the Funds
and who have no direct or indirect financial interest in the operation of the   
Plan (the "Independent Trustees"). The Plan may be terminated by vote of a      
majority of the Independent Trustees, or by vote of a majority of the           
outstanding Shares of a Fund. The Trustees review quarterly a written report of 
such costs and the purposes for which such costs have been incurred. The Plan   
may be amended by vote of the Trustees including a majority of the Independent  
Trustees, cast in person at a meeting called for that purpose. However, any     
change in the Plan that would materially increase the distribution cost to a    
Fund requires Shareholder approval. For so long as the Plan is in effect,       
selection and nomination of the Independent Trustees shall be committed to the  
discretion of such disinterested persons. All agreements with any person        
relating to the implementation of the Plan may be terminated at any time on 60  
days' written notice without payment of any penalty, by vote of a majority of   
the Independent Trustees or by vote of a majority of the outstanding Shares of a
Fund. The Plan will continue in effect for successive one-year periods, provided
that each such continuance is specifically approved (i) by the vote of a        
majority of the Independent Trustees, and (ii) by the vote of a majority of the 
entire Board of Trustees cast in person at a meeting called for that purpose.   
The Board of Trustees has a duty to request and evaluate such information as may
be reasonably necessary for it to make an informed determination of whether the 
Plan should be implemented or continued. In addition the Trustees in approving  
the Plan must determine that there is a reasonable likelihood that the Plan will
benefit each Fund and its Shareholders.                                         

     The Board of Trustees of the Group believes that the Plan is in the
best interests of the Funds since it encourages Fund growth. As the Funds grow  
in size, certain expenses, and therefore total expenses per Share, may be       
reduced and overall performance per Share may be improved.                      

    For the fiscal year ended March 31, 2004, the Distributor received
distribution fees with respect to Class A Shares of the Shelby Fund in the      
amount of $1,918, all of which were paid as compensation to dealers. Because    
Class B Shares of the Shelby Fund were not offered for sale during the fiscal   
year, no distribution fees were paid with respect to the Class B Shares. For the
fiscal year ended March 31, 2004, the Distributor received distribution fees    
with respect to Class A Shares of the Shelby Large Cap Fund in the amount of    
$58,201, all of which were paid as compensation to dealers. Because Class B     
Shares of the Shelby Large Cap Fund were not                                    

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offered for sale during the fiscal year, no distribution fees were paid with    
respect to the Class B Shares of the Large Cap Fund.                            

Custodian                                                                       

Fifth Third Bank, Cincinnati, Ohio, serves as custodian (the  
"Custodian") to the Funds pursuant to the Custodian Agreement dated as of June  
27, 1994, as amended between the Group and the Custodian (the "Custodian        
Agreement"). The Custodian's responsibilities include safeguarding and          
controlling each Fund's cash and securities, handling the receipt and delivery  
of securities, and collecting interest on each Fund's investments. In           
consideration of such services, each Fund pays the Custodian an annual fee plus 
fixed fees charged for certain portfolio transactions and out-of-pocket         
expenses.                                                                       

Transfer Agency and Fund Accounting Services                                    

        BISYS Ohio serves as transfer agent and dividend disbursing agent (the
"Transfer Agent") for the Funds pursuant to the Transfer Agency Agreement dated 
June 27, 1994, as amended. Pursuant to such Agreement, the Transfer Agent, among
other things, performs the following services in connection with each Fund's    
Shareholders of record: maintenance of shareholder records for each Fund's      
Shareholders of record; processing shareholder purchase and redemption orders;  
processing transfers and exchanges of Shares of a Fund on the shareholder files 
and records; processing dividend payments and reinvestments; and assistance in  
the mailing of shareholder reports and proxy solicitation materials. For such   
services the Transfer Agent receives a fee based on the number of shareholders  
of record.                                                                      

      In addition, BISYS Ohio provides certain fund accounting services to
the Funds pursuant to a Fund Accounting Agreement dated June 27, 1994, as       
amended. BISYS Ohio receives a fee from each Fund for such services equal to a  
fee computed daily and paid periodically at an annual rate of three             
one-hundredths of one percent (.03%) of a Fund's average daily net assets,      
subject to a minimum annual fee of $30,000. Under such Agreement, BISYS         
maintains the accounting books and records for each Fund, including journals    
containing an itemized daily record of all purchases and sales of portfolio     
securities, all receipts and disbursements of cash and all other debits and     
credits, general and auxiliary ledgers reflecting all asset, liability, reserve,
capital, income and expense accounts, including interest accrued and interest   
received, and other required separate ledger accounts; maintains a monthly trial
balance of all ledger accounts; performs certain accounting services for each   
Fund, including calculation of the net asset value per Share, calculation of the
dividend and capital gain distributions, if any, and of yield, reconciliation of
cash movements with the Custodian, affirmation to the Custodian of all portfolio
trades and cash settlements, and verification and reconciliation with the       
Custodian of all daily trade activity; provides certain reports; obtains dealer 
quotations, prices from a pricing service or matrix prices on all portfolio     
securities in order to mark the portfolio to the market; and prepares an interim
balance sheet, statement of income and expense, and statement of changes in net 
assets for each Fund.                                                           

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Independent Auditors                                                            

     Ernst & Young LLP has been selected as independent auditors for the
Fund for the fiscal year ending March 31, 2005.                                 

Legal Counsel                                                                   

         Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006, is counsel to
the Group.                                                                      

ADDITIONAL INFORMATION

Description Of Shares                                                           

      The Group is a Massachusetts business trust, organized on January 8,
1992. The Group's Declaration of Trust is on file with the Secretary of State of
Massachusetts. The Declaration of Trust authorizes the Board of Trustees to     
issue an unlimited number of Shares, which are Shares of beneficial interest,   
with a par value of $0.01 per share. The Group currently has several separate   
series of Shares, two of which represent interests in the Funds. The Group's    
Declaration of Trust authorizes the Board of Trustees to divide or redivide any 
unissued shares of the Group into one or more additional series by setting or   
changing in any one or more respects their respective preferences, conversion or
other rights, voting power, restrictions, limitations as to dividends,          
qualifications, and terms and conditions of redemption.                         

Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board of Trustees may grant in its         
discretion. When issued for payment as described in the Funds' Prospectuses and 
this Statement of Additional Information, the shares will be fully paid and     
non-assessable. In the event of a liquidation or dissolution of the Group,      
shareholders of a fund are entitled to receive the assets available for         
distribution belonging to that fund, and a proportionate distribution, based    
upon the relative asset values of the respective funds, of any general assets   
not belonging to any particular fund which are available for distribution.      

       Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment  
company such as the Group shall not be deemed to have been effectively acted    
upon unless approved by the holders of a majority of the outstanding shares of  
each fund affected by the matter. For purposes of determining whether the       
approval of a majority of the outstanding shares of a fund will be required in  
connection with a matter, a fund will be deemed to be affected by a matter      
unless it is clear that the interests of each fund in the matter are identical, 
or that the matter does not affect any interest of the fund. Under Rule 18f-2,  
the approval of an investment advisory agreement or any change in investment    
policy would be effectively acted upon with respect to a fund only if approved  
by a majority of the outstanding shares of such fund. However, Rule 18f-2 also  
provides that the ratification of independent public accountants, the approval  
of principal underwriting contracts, and the election of Trustees may be        
effectively acted upon by shareholders of the Group voting without regard to    
series.                                                                         

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Under Massachusetts law, shareholders could, under certain    
circumstances, be held personally liable for the obligations of the Group.      
However, the Declaration of Trust disclaims liability of the shareholders,      
Trustees or officers of the Group for acts or obligations of the Group, which   
are binding only on the assets and property of the Group, and requires that     
notice of the disclaimer be given in each contract or obligation entered into or
executed by the Group or the Trustees. The Declaration of Trust provides for    
indemnification out of Group property for all loss and expense of any           
shareholder held personally liable for the obligations of the Group. The risk of
a shareholder incurring financial loss on account of shareholder liability is   
limited to circumstances in which the Group itself would be unable to meet its  
obligations, and thus should be considered remote.                              

Vote of a Majority of the Outstanding Shares                                    

As used in the Prospectuses and this Statement of Additional  
Information, a "vote of a majority of the outstanding Shares" of a Fund means   
the affirmative vote, at a meeting of Shareholders duly called, of the lesser of
(a) 67% or more of the votes of Shareholders of the Fund present at a meeting at
which the holders of more than 50% of the votes attributable to Shareholders of 
record of the Fund are represented in person or by proxy, or (b) the holders of 
more than 50% of the outstanding votes of Shareholders of the Fund.             

Additional Tax Information                                                      

    Set forth below is a discussion of certain U.S. federal income tax
issues concerning the Funds and the purchase, ownership, and disposition of Fund
shares. This discussion does not purport to be complete or to deal with all     
aspects of federal income taxation that may be relevant to Shareholders in light
of their particular circumstances. This discussion is based upon present        
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the   
regulations promulgated thereunder, and judicial and administrative ruling      
authorities, all of which are subject to change, which change may be            
retroactive. Prospective investors should consult their own tax advisors with   
regard to the federal tax consequences of the purchase, ownership, or           
disposition of Fund shares, as well as the tax consequences arising under the   
laws of any state, foreign country, or other taxing jurisdiction.               

    TAXATION OF THE FUNDS. The Funds intend to qualify annually and to
elect to be treated as regulated investment companies under the Code.           

        To qualify as a regulated investment company, a Fund must, among other
things, (a) derive in each taxable year at least 90% of its gross income from   
dividends, interest, payments with respect to securities loans and gains from   
the sale or other disposition of stock, securities or foreign currencies or     
other income derived with respect to its business of investing in such stock,   
securities or currencies; (b) diversify its holdings so that, at the end of each
quarter of the taxable year, (i) at least 50% of the market value of the Fund's 
assets is represented by cash and cash items (including receivables), U.S.      
Government securities, the securities of other regulated investment companies   
and other securities, with such other securities of any one issuer limited for  
the purposes of this calculation to an amount not greater than 5% of the value  
of the Fund's total assets and not greater than 10% of the outstanding voting   
securities of such issuer, and (ii) not more than 25% of the value of its total 
assets is invested in the securities (other than U.S.                           

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Government securities or the securities of other regulated investment companies)
of any one issuer or of any two or more issuers that the Fund controls and that 
are determined to be engaged in the same business or similar or related         
business; and (c) distribute at least 90% of its investment company taxable     
income (which includes, among other items, dividends, interest and net          
short-term capital gains in excess of net long-term capital losses) each taxable
year.                                                                           

         As a regulated investment company, a Fund generally will not be subject
to U.S. federal income tax on its investment company taxable income and net     
capital gains (the excess of net long-term capital gains over net short-term    
capital losses), if any, that it distributes to Shareholders. Each Fund intends 
to distribute to its Shareholders, at least annually, substantially all of its  
investment company taxable income and net capital gains. Amounts not distributed
on a timely basis in accordance with a calendar year distribution requirement   
are subject to a nondeductible 4% excise tax. To prevent imposition of the      
excise tax, a Fund must distribute during each calendar year an amount equal to 
the sum of (1) at least 98% of its ordinary income (not taking into account any 
capital gains or losses) for the calendar year, (2) at least 98% of its capital 
gains in excess of its capital losses (adjusted for certain ordinary losses, as 
prescribed by the Code) for the one-year period ending on October 31 of the     
calendar year, and (3) any ordinary income and capital gains for previous years 
that were not distributed during those years. A distribution will be treated as 
paid on December 31 of the current calendar year if it is declared by the Fund  
in October, November or December with a record date in such a month and paid by 
a Fund during January of the following calendar year. Such distributions will be
taxable to Shareholders in the calendar year in which the distributions are     
declared, rather than the calendar year in which the distributions are received.
To prevent application of the excise tax, each Fund intends to make its         
distributions in accordance with the calendar year distribution requirement.    

  DISTRIBUTIONS. Dividends paid out of a Fund's investment company
taxable income will be taxable to a U.S. Shareholder as ordinary income. A      
portion of a Fund's income may consist of dividends paid by U.S. corporations   
and, accordingly, a portion of the dividends paid by a Fund may be eligible for 
the corporate dividends-received deduction. Distributions of net capital gains, 
if any, designated as capital gain dividends are taxable as long-term capital   
gains, regardless of how long the Shareholder has held the Fund's Shares, and   
are not eligible for the dividends-received deduction. Shareholders receiving   
distributions in the form of additional Shares, rather than cash, generally will
have a cost basis in each such Share equal to the net asset value of a Share of 
the Fund on the reinvestment date. Shareholders will be notified annually as to 
the U.S. federal tax status of distributions, and Shareholders receiving        
distributions in the form of additional Shares will receive a report as to the  
net asset value of those Shares.                                                

       Recently enacted tax legislation generally provides for a maximum tax
rate for individual taxpayers of 15% on long-term capital gains from sales on or
after May 6, 2003 and on certain qualifying dividend income. The rate reductions
do not apply to corporate taxpayers. Each Fund will be able to separately       
designate distributions of any qualifying long-term capital gains or qualifying 
dividends earned by the Fund that would be eligible for the lower maximum rate. 
A shareholder would also have to satisfy a 60-day holding period with respect to
any distributions of qualifying dividends in order to obtain the benefit of the 
lower rate. Distributions resulting from a Fund's investments in bonds and other
debt instruments will not generally qualify for the lower rates. Note that      
distributions of earnings from dividends paid by "qualified foreign             
corporations" can also qualify for the lower tax rates on qualifying dividends. 
Qualified foreign                                                               

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corporations are corporations incorporated in a U.S. possession, corporations   
whose stock is readily tradable on an established securities market in the U.S.,
and corporations eligible for the benefits of a comprehensive income tax treaty 
with the United States which satisfy certain other requirements. Foreign        
personal holding companies, foreign investment companies, and passive foreign   
investment company are not treated as "qualified foreign corporations." Foreign 
tax credits associated with dividends from "qualified foreign corporations" will
be limited to reflect the reduced U.S. tax on those dividends.                  

      OPTIONS AND HEDGING TRANSACTIONS. The taxation of equity options and
over-the-counter options on debt securities is governed by Code section 1234.   
Pursuant to Code section 1234, the premium received by a Fund for selling a put 
or call option is not included in income at the time of receipt. If the option  
expires, the premium is short-term capital gain to the Fund. If a Fund enters   
into a closing transaction, the difference between the amount paid to close out 
its position and the premium received is short-term capital gain or loss. If a  
call option written by a Fund is exercised, thereby requiring the Fund to sell  
the underlying security, the premium will increase the amount realized upon the 
sale of such security and any resulting gain or loss will be a capital gain or  
loss, and will be long-term or short-term, depending upon the holding period of 
the security. With respect to a put or call option that is purchased by a Fund, 
if the option is sold, any resulting gain or loss will be a capital gain or     
loss, and will be long-term or short-term, depending upon the holding period of 
the option. If the option expires, the resulting loss is a capital loss and is  
long-term or short-term, depending upon the holding period of the option. If the
option is exercised, the cost of the option, in the case of a call option, is   
added to the basis of the purchased security and, in the case of a put option,  
reduces the amount realized on the underlying security in determining gain or   
loss.                                                                           

 Certain options in which a Fund may invest may be "section 1256
contracts". Gains or losses on section 1256 contracts generally are considered  
60% long-term and 40% short-term capital gains or losses ("60/40"). Also,       
section 1256 contracts held by a Fund at the end of each taxable year (and,     
generally, for purposes of the 4% excise tax, on October 31 of each year) are   
"marked-to-market" (that is, treated as sold at fair market value), resulting in
unrealized gains or losses being treated as though they were realized.          

        Generally, the hedging transactions undertaken by a Fund may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect 
the character of gains (or losses) realized by the Fund. In addition, losses    
realized by a Fund on positions that are part of a straddle may be deferred     
under the straddle rules, rather than being taken into account in calculating   
the taxable income for the taxable year in which the losses are realized.       
Because only a few regulations implementing the straddle rules have been        
promulgated, the tax consequences to a Fund of engaging in hedging transactions 
are not entirely clear. Hedging transactions may increase the amount of         
short-term capital gain realized by the Fund which is taxed as ordinary income  
when distributed to Shareholders.                                               

       A Fund may make one or more of the elections available under the Code
which are applicable to straddles. If a Fund makes any of the elections, the    
amount, character and timing of the recognition of gains or losses from the     
affected straddle positions will be determined under rules that vary according  
to the election(s) made. The rules applicable under certain of the              

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elections may operate to accelerate the recognition of gains or losses from the 
affected straddle positions.                                                    

         Because the straddle rules may affect the character of gains or losses,
defer losses and/or accelerate the recognition of gains or losses from the      
affected straddle positions, the amount which may be distributed to             
Shareholders, and which, will be taxed to them as ordinary income or long-term  
capital gain, may be increased or decreased as compared to a fund that did not  
engage in such hedging transactions.                                            

    If a Fund invests in stock of certain foreign investment companies
("PFICs"), the Fund may be subject to U.S. federal income taxation on a portion 
of any "excess distribution" with respect to, or gain from the disposition of,  
such stock. The tax would be determined by allocating such distribution or gain 
ratably to each day of the Fund's holding period for the stock. The distribution
or gain so allocated to any taxable year of the Fund, other than the taxable    
year of the excess distribution or disposition, would be taxed to the Fund at   
the highest ordinary income rate in effect for such year, and the tax would be  
further increased by an interest charge to reflect the value of the tax deferral
deemed to have resulted from the ownership of the foreign company's stock. Any  
amount of distribution or gain allocated to the taxable year of the distribution
or disposition would be included in the Fund's investment company taxable income
and, accordingly, would not be taxable to the Fund to the extent distributed by 
the Fund as a dividend to its Shareholders.                                     

        A Fund may be eligible to elect alternative tax treatment with respect
to PFIC shares. Under an election that currently is available in some           
circumstances, the Fund would be required to include in its gross income its    
share of the earnings of a PFIC on a current basis, regardless of whether       
distributions were received from the PFIC in a given year. If this election were
made, the special rules, discussed above, relating to the taxation of excess    
distributions, would not apply. An alternative election would involve marking to
market the Fund's PFIC shares at the end of each taxable year, with the result  
that unrealized gains would be treated as though they were realized and reported
as ordinary income. Any mark-to-market losses and any loss from an actual       
disposition of PFIC shares would be deductible as ordinary losses to the extent 
of any net mark-to-market gains included in income in prior years.              

         SALE OF SHARES. Upon the sale or other disposition of Shares of a Fund,
or upon receipt of a distribution in complete liquidation of a Fund, a          
Shareholder generally will realize a capital gain or loss which will be         
long-term or short-term, generally depending upon the Shareholder's holding     
period for the Shares. Any loss realized on a sale or exchange will be          
disallowed to the extent the Shares disposed of are replaced (including Shares  
acquired pursuant to a dividend reinvestment plan) within a period of 61 days   
beginning 30 days before and ending 30 days after disposition of the Shares. In 
such a case, the basis of the Shares acquired will be adjusted to reflect the   
disallowed loss. Any loss realized by a Shareholder on a disposition of Fund    
Shares held by the Shareholder for six months or less will be treated as a      
long-term capital loss to the extent of any distributions of net capital gains  
received by the Shareholder with respect to such Shares. Furthermore, a loss    
realized by a Shareholder on the redemption, sale or exchange of Shares of a    
Fund with respect to which exempt-interest dividends have been paid will, to the
extent of such exempt-interest dividends, be disallowed if such Shares have been
held by the Shareholder for less than six months.                               

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   FOREIGN WITHHOLDING TAXES. Income received by a Fund from sources
within foreign countries may be subject to withholding and other taxes imposed  
by such countries.                                                              

        BACKUP WITHHOLDING. Each Fund may be required to withhold U.S. federal
income tax at the rate of 30% of all taxable distributions payable to           
Shareholders who fail to provide the Fund with their correct taxpayer           
identification number or to make required certifications, or who have been      
notified by the IRS that they are subject to backup withholding. Corporate      
Shareholders and certain other Shareholders specified in the Code generally are 
exempt from such backup withholding. Backup withholding is not an additional    
tax. Any amounts withheld may be credited against the Shareholder's U.S. federal
income tax liability.                                                           

Calculation of Performance Data                                                 

         Yield Calculations. Yields on each Class of Fund Shares are computed by
dividing the net investment income per share (as described below) earned by the 
Class during a 30-day (or one month) period by the maximum offering price per   
share on the last day of the period and annualizing the result on a semi-annual 
basis by adding one to the quotient, raising the sum to the power of six,       
subtracting one from the result and then doubling the difference. The net       
investment income per share of a Class earned during the period is based on the 
average daily number of Shares of that Class outstanding during the period      
entitled to receive dividends and includes dividends and interest earned during 
the period minus expenses accrued for the period, net of reimbursements. This   
calculation can be expressed as follows:                                        

a-b     
Yield =  2[(---- + 1)(6)-1]     
cd    

Where:    a = dividends and interest earned during the period.                  
b = expenses accrued for the period (net of reimbursements).
 c = the average daily number of Shares outstanding during the
period that were entitled to receive dividends.     
       d = maximum offering price per Share on the last day of the period.

        For the purpose of determining net investment income earned during the
period (variable "a" in the formula), dividend income on equity securities held 
by a Fund is recognized by accruing 1/360 of the stated dividend rate of the    
security each day that the security is held by the Fund. Interest earned on any 
debt obligations held by the Fund is calculated by computing the yield to       
maturity of each obligation held by the Fund based on the market value of the   
obligation (including actual accrued interest) at the close of business on the  
last Business Day of each month, or, with respect to obligations purchased      
during the month, the purchase price (plus actual accrued interest) and dividing
the result by 360 and multiplying the quotient by the market value of the       
obligation (including actual accrued interest) in order to determine the        
interest income on the obligation for each day of the subsequent month that the 
obligation is held by the Fund. For purposes of this calculation, it is assumed 
that each month contains 30 days. The maturity of an obligation with a call     
provision is the next call date on which the obligation reasonably may be       
expected to be called or, if none, the maturity date. With respect to debt      
obligations purchased at a discount or premium, the formula generally calls for 
amortization of                                                                 

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the discount or premium. The amortization schedule will be adjusted monthly to  
reflect changes in the market values of such debt obligations.                  

      Undeclared earned income will be subtracted from the net asset value
per share (variable "d" in the formula). Undeclared earned income is the net    
investment income which, at the end of the base period, has not been declared as
a dividend, but is reasonably expected to be and is declared as a dividend      
shortly thereafter.                                                             

During any given 30-day period, the Adviser, Administrator or 
Distributor may voluntarily waive all or a portion of their fees with respect to
a Fund or a Class. Such waiver would cause the yield of a Class to be higher    
than it would otherwise be in the absence of such a waiver.                     

        Total Return Calculations. Average annual total return is a measure of
the change in value of an investment in a Class of Shares of a Fund over the    
period covered, which assumes any dividends or capital gains distributions are  
reinvested in Shares of that Class immediately rather than paid to the investor 
in cash. A Fund computes the average annual total return for each Class by      
determining the average annual compounded rates of return during specified      
periods that equate the initial amount invested to the ending redeemable value  
of such investment. This is done by dividing the ending redeemable value of a   
hypothetical $1,000 initial payment by $1,000 and raising the quotient to a     
power equal to one divided by the number of years (or fractional portion        
thereof) covered by the computation and subtracting one from the result. This   
calculation can be expressed as follows:                                        

Average Annual                               ERV                                
Total Return                        = [(P) exp (1/n) - 1]                       
       P

Where:   ERV =   ending redeemable value at the end of the period covered by    
              the computation of a hypothetical $1,000 payment made at the
beginning of the period.                      
P =   hypothetical initial payment of $1,000.             
           n =   period covered by the computation, expressed in terms of years.

  The Funds compute their aggregate total return for each Class by
determining the aggregate compounded rate of return during specified periods    
that likewise equate the initial amount invested to the ending redeemable value 
of such investment. The formula for calculating aggregate total return is as    
follows:                                                                        

Aggregate Total           ERV                                                   
Return        = [( ---- ] - 1]                                    

    ERV     =  ending redeemable value at the end of the period covered by
                the computation of a hypothetical $1,000 payment made at the
beginning of the period.                    
P     =  hypothetical initial payment of $1,000.              

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     The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain distributions  
on the reinvestment dates during the period. The ending redeemable value        
(variable "ERV" in each formula) is determined by assuming complete redemption  
of the hypothetical investment and the deduction of all nonrecurring charges at 
the end of the period covered by the computations.                              

    The Funds compute their average annual total return after taxes on
distributions by determining the average annual compounded rates of return      
during specified periods that equate the initial amount invested to the ending  
redeemable value of such investment after taxes on fund distributions but not   
after taxes on redemptions. This is done by dividing the ending redeemable value
after taxes on fund distributions of a hypothetical $1,000 initial payment by   
$1,000 and raising the quotient to a power equal to one divided by the number of
years (or fractional portion thereof) covered by the computation and subtracting
one from the result. This calculation can be expressed as follows:              

                ATV(D)
Average  Annual Total Return After Taxes = [ ------ to the 1/nth power -1]      
(after taxes on distributions)        P                       

Where:            P       =  a hypothetical initial payment of $1,000.          
n       =  number of years.                 
                 ATV(D)  =  ending value of a hypothetical $1,000 payment made
                            at the beginning of the 1-, 5-, or 10-year periods
                        at the end of such periods after taxes on fund
                          distributions but not after taxes on redemption.

    The Funds compute their average annual total return after taxes on
distributions and redemptions by determining the average annual compounded rates
of return during specified periods that equate the initial amount invested to   
the ending redeemable value of such investment after taxes on fund distributions
and redemptions. This is done by dividing the ending redeemable value after     
taxes on fund distributions and redemptions of a hypothetical $1,000 initial    
payment by $1,000 and raising the quotient to a power equal to one divided by   
the number of years (or fractional portion thereof) covered by the computation  
and subtracting one from the result. This calculation can be expressed as       
follows:                                                                        

                       ATV(DR)
Average Annual Total Return After Taxes  =  [( -------- ) to the 1/nth power -1]
(after taxes on distributions and redemptions)    P                             

Where:     P        =  a hypothetical initial payment of $1,000.                
n        =  number of years.                              
           ATV(DR)  =  ending value of a hypothetical $1,000 payment made at the
                       beginning of the 1-, 5-, or 10-year periods at the end of
                 such periods, after taxes on fund distributions and
redemption.                       

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After-tax returns are calculated using the historical highest 
individual federal marginal income tax rates and do not reflect the impact of   
state and local taxes. Actual after-tax returns depend on an investor's tax     
situation and may differ from those shown, and after-tax returns shown are not  
relevant to investors who hold their Fund shares through tax-deferred           
arrangements, such as 401(k) plans or individual retirement accounts.           

     The average annual total returns for each class of shares currently
being offered and sold for the one-year, five-year, ten-year and since inception
periods ended March 31, 2004 (as applicable) are set forth in the following     
tables. Such performance information includes the prior performance of certain  
common trust funds and collective investment funds (the "Commingled Funds")     
which had their assets converted into assets of each respective Fund upon the   
establishment of each of the Funds and which have been restated to reflect the  
current fees for the Funds. The Commingled Funds were operated with the same    
investment objectives and used investment strategies and techniques that are    
substantially similar to those used for the Funds. During the time period of    
their existence the Commingled Funds were not registered under the 1940 Act and 
therefore were not subject to certain investment restrictions that are imposed  
under the 1940 Act. If the Commingled Funds had been registered under the 1940  
Act, their performance might have been adversely affected. After-tax returns are
not available and are therefore not required to be presented for the periods    
prior to the time that the Funds became registered investment companies.        

                                                        [Enlarge/Download Table]

                                                1 YEAR            5 YEARS           10 YEARS      SINCE INCEPTION(1)
------------------------------------------ ----------------- ------------------ ----------------- ------------------
                                                                                                                    
Shelby Fund                                                                                                         
  Class A Return Before Taxes (excludes         36.38%            -1.88%             6.39%             11.30%       
       sales charge)                                                                                                
  Class A Return Before Taxes (includes         29.81%            -2.82%             5.87%             11.07%       
       sales charge)                                                                                                
  Class A Return After Taxes on                 36.38%            -2.97%              n/a                n/a        
      Distributions (excludes sales                                                                                 
      charge)                                                                                                       
  Class A Return After Taxes on                 29.81%            -3.91%              n/a                n/a        
      Distributions (includes sales                                                                                 
      charge)                                                                                                       
  Class A Return After Taxes on                 23.65%            -1.89%              n/a                n/a        
      Distributions and Sale of Fund                                                                                
      Shares (excludes sales charge)                                                                                


------                                                                          

(1)      Class A shares of the Shelby Fund commenced investment operations on   
October 28, 1999. Class Y shares of the Shelby Fund commenced 
        investment operations on July 1, 1994. The Commingled Funds which were
         converted into the Shelby Fund commenced operations on January 1, 1981.
    The performance shown for Class A shares prior to October 28, 1999
         includes the performance of the Commingled Funds and performance of the
      Class Y shares prior to October 28, 1999, as restated to reflect the
expenses of the Class A shares.                               

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                                                1 YEAR            5 YEARS           10 YEARS      SINCE INCEPTION(1)
------------------------------------------ ----------------- ------------------ ----------------- ------------------
                                                                                                                    

  Class A Return After Taxes on                 19.38%            -2.68%              n/a                n/a        
      Distributions and Sale of Fund                                                                                
      Shares (includes sales charge)                                                                                
  Class Y Return Before Taxes                   36.87%            -1.65%             6.64%             11.57%       
  Class Y Return After Taxes on                 36.87%            -2.75%              n/a                n/a        
      Distributions                                                                                                 
  Class Y Return After Taxes on                 23.96%             1.70%              n/a                n/a        
      Distributions and Sale of Fund                                                                                
      Shares                                                                                                        

                                                        [Enlarge/Download Table]


                                                1 YEAR            5 YEARS       SINCE INCEPTION  
------------------------------------------ ----------------- ------------------ -----------------
                                                                                                 
Large Cap Fund(2)                                                                                
  Class A Return Before Taxes (excludes         26.98%            -1.50%             9.77%       
       sales charge)                                                                             
  Class A Return Before Taxes (includes         20.93%            -2.44%             9.15%       
       sales charge)                                                                             
  Class A Return After Taxes on                 26.98%              n/a               n/a        
      Distributions (excludes sales                                                              
      charge)                                                                                    
  Class A Return After Taxes on                 20.93%              n/a               n/a        
      Distributions (includes sales                                                              
      charge)                                                                                    
  Class A Return After Taxes on                 17.54%              n/a               n/a        
      Distributions and Sale of Fund                                                             
      Shares (excludes sales charge)                                                             
  Class A Return After Taxes on                 13.60%              n/a               n/a        
      Distributions and Sale of Fund                                                             
      Shares (includes sales charge)                                                             

Performance Comparisons                                                         

Investors may judge the performance of a Fund by comparing or 
referencing it to the performance of other mutual funds or mutual fund          
portfolios with comparable investment objectives and policies. Such comparisons 
may be made by referring to market indices such as those prepared by Dow Jones &
Co., Inc. and Standard & Poor's Corporation. Such comparisons may also be made  
by referring to data prepared by Lipper Analytical Services, Inc. (a widely     
recognized independent service which monitors the performance of mutual funds). 
Comparisons may also be made to indices or data published in national financial 
publications                                                                    

-----                                                                           

(2)      The Large Cap Fund commenced investment operations on September 10,    
         2001. The Commingled Funds which were converted into the Large Cap Fund
commenced operations on October 1, 1995.                      

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such as Ibottson Associates, Inc., Morningstar, CDA/Wiesenberger, Money         
Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times,        
Business Week, American Banker, Fortune, Institutional Investor, USA Today and  
local newspapers. In addition to performance information, general information   
about a Fund that appears in a publication such as those mentioned above may be 
included in advertisements and in reports to Shareholders.                      

        From time to time, a Fund may include general comparative information,
such as statistical data regarding inflation, securities indices or the features
or performance of alternative investments, in advertisements, sales literature  
and reports to Shareholders. The Funds may also include calculations, such as   
hypothetical compounding examples, which describe hypothetical investment       
results in such communications. Such performance examples will be based on an   
express set of assumptions and are not indicative of the performance of the     
Funds.                                                                          

      From time to time, advertisements, supplemental sales literature and
information furnished to present or prospective shareholders of each Fund may   
include descriptions of the investment adviser including, but not limited to,   
(i) descriptions of the adviser's operations, (ii) descriptions of certain      
personnel and their functions; and (iii) statistics and rankings related to the 
adviser's operations.                                                           

From time to time, a Fund may include the following types of  
information in advertisements, supplemental sales literature and reports to     
Shareholders: (1) discussions of general economic or financial principles (such 
as the effects of inflation, the power of compounding and the benefits of       
dollar-cost averaging); (2) discussions of general economic trends; (3)         
presentations of statistical data to supplement such discussions; (4)           
descriptions of past or anticipated portfolio holdings for the Fund; (5)        
descriptions of investment strategies for the Fund; (6) descriptions or         
comparisons of various savings and investment products (including but not       
limited to insured bank products, annuities, qualified retirement plans and     
individual stocks and bonds) which may or may not include the Fund; (7)         
comparisons of investment products (including the Fund) with relevant market or 
industry indices or other appropriate benchmarks; and (8) discussions of fund   
rankings or ratings by recognized rating organizations.                         

     Current yields and total return figures will fluctuate from time to
time and are not necessarily representative of future results. Accordingly, each
Fund's yield or other performance may not provide for comparison with bank      
deposits or other investments that pay a fixed return for a stated period of    
time. Yield and total return are functions of a Fund's quality, composition and 
maturity, as well as expenses allocated to the Fund.                            

Principal Shareholders                                                          

     As of July 2, 2004, no persons or entities owned beneficially or of
record 5% or more of the Shelby Fund's outstanding shares, except: (i) with     
respect to Class Y Shares - Commonwealth Bank & Trust Company, 12906 Shelbyville
Road, Louisville, Kentucky 40243 which owned of record 81.10% and Charles Schwab
& Co., Inc., 101 Montgomery Street, San Francisco, California 94104 which owned 
of record 6.00% on behalf of its customers; (i) with respect to Class A Shares -
Fifth Third Bank, FBO RPS Retirement Accounts, Cincinnati, Ohio 45263 which     
owned of record 30.46%; the Wells Foundation, 4350 Brownsboro Road, Louisville, 
Kentucky 40207, which owned 15.83%; and Commonwealth Bank & Trust               

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Company, 12906 Shelbyville Road, Louisville, Kentucky, 40243, which owned of    
record 25.68%.                                                                  

     As of July 2, 2004, no persons or entities owned beneficially or of
record 5% or more of the Large Cap Fund's outstanding shares, except, with      
respect to Class A Shares - Commonwealth Bank & Trust Company, 12906 Shelbyville
Road, Louisville, Kentucky, 40243, which owned of record 96.08%.                

Proxy Voting                                                                    

      The Board of Trustees of the Group has adopted a proxy voting policy
and procedure (the "Group Policy"), pursuant to which the Trustees have         
delegated proxy voting responsibility to the Adviser and adopted the Adviser's  
proxy voting policies and procedures (the "Policy") which are described below.  
The Trustees will review each Fund's proxy voting records from time to time and 
will annually consider approving the Policy for the upcoming year. In the event 
that a conflict of interest arises between the Fund's Shareholders and the      
Adviser or any of its affiliates or any affiliate of the Fund, the Adviser will 
generally refrain from voting the proxies related to the companies giving rise  
to such conflict until it consults with the Board of Trustees. A Committee of   
the Board with responsibility for proxy oversight will instruct the Adviser on  
the appropriate course of action.                                               

 The Policy is designed to promote accountability of a company's
management to its shareholders and to align the interests of management with    
those shareholders. The Adviser generally reviews each matter on a case-by-case 
basis in order to make a determination of how to vote in a manner that best     
serves the interests of Fund shareholders. The Adviser may abstain from voting  
from time to time where it determines that the costs associated with voting a   
proxy outweigh the benefits derived from exercising the right to vote. In       
addition, the Adviser will monitor situations that may result in a conflict of  
interest between the Fund's shareholders and the Adviser or any of its affiliate
or any affiliate of the Fund by maintaining a list of significant existing and  
prospective corporate clients. Effective August 31, 2004, information on how the
Fund voted proxies relating to portfolio securities during the 12 month period  
ended June 30, 2004 will be available (1) without charge, upon request, by      
calling 1-800-774-3529, and (2) on the Securities and Exchange Commission's     
website at http://www.sec.gov.                                                  

Miscellaneous                                                                   

    Shareholders will receive unaudited Semi-Annual Reports and Annual
Reports audited by independent public accountants describing the investment     
operations of each Fund. Each of these Reports, when available for a particular 
fiscal year end or half-year end, is incorporated herein by reference. The Funds
may include information in their Annual Reports and Semi-Annual Reports to      
Shareholders that (i) describes general economic trends, (ii) describes general 
trends within the financial services industry or the mutual fund industry, (iii)
describes past or anticipated portfolio holdings for a fund within the Group or 
(iv) describes investment management strategies for such funds. Such information
is provided to inform Shareholders of the activities of the Funds for the most  
recent fiscal year or half-year and to provide the views of the advisers and/or 
Group officers regarding expected trends and strategies.                        

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     Individual Trustees are elected by the Shareholders and, subject to
removal by the vote of two-thirds of the Board of Trustees, serve for a term    
lasting until the next meeting of Shareholders at which Trustees are elected.   
Such meetings are not required to be held at any specific intervals.            
Shareholders owning not less than 10% of the outstanding Shares of the Group    
entitled to vote may cause the Trustees to call a special meeting, including for
the purpose of considering the removal of one or more Trustees. Any Trustee may 
be removed at any meeting of Shareholders by vote of two-thirds of the Group's  
outstanding shares. The Declaration of Trust provides that the Trustees will    
assist shareholder communications to the extent required by Section 16(c) of the
1940 Act in the event that a shareholder request to hold a special meeting is   
made.                                                                           

    The Prospectuses and this Statement of Additional Information omit
certain of the information contained in the Registration Statement filed with   
the Commission. Copies of such information may be obtained from the Commission  
upon payment of the prescribed fee.                                             

       The Prospectuses and this Statement of Additional Information are not
an offering of the securities herein described in any state in which such       
offering may not lawfully be made. No salesman, dealer, or other person is      
authorized to give any information or make any representation other than those  
contained in the Prospectuses and this Statement of Additional Information.     

FINANCIAL STATEMENTS

       The financial statements of each of the Funds appearing in the Funds'
Annual Report to Shareholders for the year ended March 31, 2004 have been       
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon. Such financial statements are incorporated herein by reference.        

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PART C
 -----------

 OTHER INFORMATION
 -----------------

ITEM 22.  EXHIBITS                                            

(a)(1)   Declaration of Trust(1)            
              (a)(2)   Establishment and Designation of Series of Shares
(The Shelby Fund)(3)      

              (a)(3)   Establishment and Designation of Series of Shares
    (The Shelby Large Cap Fund)(6)
(b)      By-Laws(2)                         

                 (c)      Certificates for Shares are not issued. Articles IV,
                           V, VI and VII of the Declaration of Trust, previously
                           filed as Exhibit (a) hereto, define rights of holders
of Shares                 
                 (d)(1)   Investment Advisory Agreement between Registrant and
                          Shelby County Trust Bank, as assumed by SMC Capital,
                           Inc. pursuant to the Assumption Agreement (The Shelby
Fund)(3)                  

            (d)(2)   Assumption Agreement between Registrant, Shelby
                  County Trust Bank and SMC Capital, Inc. with
   respect to The Shelby Fund(6)

                 (d)(3)   Investment Advisory Agreement between Registrant and
                      SMC Capital, Inc. (The Shelby Large Cap Fund)(7)
                (e)      Distribution Agreement between Registrant and BISYS
Fund Services(3)          

(f)      Not Applicable                     

               (g)      Custody Agreement between Registrant and The Fifth
Third Bank(3)             

                (h)(1)   Management and Administration Agreement between the
           Registrant and BISYS Fund Services(3)

                 (h)(2)   Fund Accounting Agreement between the Registrant and
       BISYS Fund Services Ohio, Inc.(3)

                 (h)(3)   Transfer Agency Agreement between the Registrant and
       BISYS Fund Services Ohio, Inc.(3)

(i)      Not Applicable                     

             (j)      Consent of Independent Auditors - filed herewith

(k)      Not Applicable                     

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(l)      Not Applicable                     

               (m)(1)   Service and Distribution Plan (The Shelby Fund)(3)

                (m)(2)   Service and Distribution Plan (The Shelby Large Cap
Fund)(6)                  
(n)      Not Applicable                     

             (o)(1)   Plan Pursuant to Rule 18f-3 (The Shelby Fund)(3)

              (o)(2)   Plan Pursuant to Rule 18f-3 (The Shelby Large Cap
Fund)(6)                  
          (p)(1)   Code of Ethics of Registrant - Filed herewith

          (p)(2)   Code of Ethics of BISYS Fund Services - Filed
herewith                  

   (p)(3)   Code of Ethics of SMC Capital, Inc.(5)

__________________                                                              

1.       Filed with initial Registration Statement on January 8, 1992.          
2.       Filed with Post-Effective Amendment No. 2 on September 4, 1992.        
3.       Filed with Post-Effective Amendment No. 9 on April 18, 1994.           
4.       Filed with Post-Effective Amendment No. 40 on September 3, 1998.       
5.       Filed with Post-Effective Amendment No. 73 on August 1, 2000.          
6.       Filed with Post-Effective Amendment No. 87 on August 1, 2001.          

ITEM 23.          PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT 

Not applicable.                             

ITEM 24.          INDEMNIFICATION                                               

              Article IV of the Registrant's Declaration of Trust states
as follows:                                 

SECTION 4.3.  MANDATORY INDEMNIFICATION.    

                (a)      Subject to the exceptions and limitations contained
in paragraph              
(b)      below:                             

                          (i)      every person who is, or has been, a Trustee
                                    or officer of the Trust shall be indemnified
                                    by the Trust to the fullest extent permitted
                                    by law against all liability and against all
                                   expenses reasonably incurred or paid by him
                                  in connection with any claim, action, suit
                                  or proceeding in which he becomes involved
                                as a party or otherwise by virtue of his
                                 being or having been a Trustee or officer
                                   and against amounts paid or incurred by him
                               in the settlement thereof; and (ii) the
                           words "claim," "action," "suit," or
                               "proceeding" shall apply to all claims,
                             actions, suits or proceedings (civil,
                                    criminal, administrative or other, including
                               appeals), actual or threatened; and the
                              words "liability" and "expenses" shall
                                    include, without limitation, attorneys fees,
                         costs, judgments, amounts paid in
                              settlement, fines, penalties and other
    liabilities.

                            (b)      No indemnification shall be
                                            provided hereunder to a Trustee or
                  officer:

                                          (i) against any liability to the
                                           Trust, a Series thereof, or the
                                             Shareholders by reason of a final
                                            adjudication by a court or other
                                              body before which a proceeding was
                   brought

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                        that he engaged in willful misfeasance, bad faith,
                          gross negligence or reckless disregard of the duties
            involved in the conduct of his office;

                          (ii) with respect to any matter as to which he shall
                        have been finally adjudicated not to have acted in
                         good faith in the reasonable belief that his action
               was in the best interest of the Trust; or

                 (iii) in the event of a settlement or other
                       disposition not involving a final adjudication as
                          provided in paragraph (b)(i) or (b)(ii) resulting in
                         a payment by a Trustee or officer, unless there has
                           been a determination that such Trustee or officer did
                         not engage in willful misfeasance, bad faith, gross
                    negligence or reckless disregard of the duties
            involved in the conduct of his office:

                                    (A) by the court or other body approving the
                               settlement or other disposition; or (B)
                                based upon a review of readily available
                              facts (as opposed to a full trial-type
                                 inquiry) by (1) vote of a majority of the
                                   Disinterested Trustees acting on the matter
                        (provided that a majority of the
                                  Disinterested Trustees then in office acts
                                on the matter) or (2) written opinion of
                  independent legal counsel.

  (c) The rights of indemnification herein provided may be insured
        against by policies maintained by the Trust, shall be severable, shall
        not affect any other rights to which any Trustee or officer may now or
        hereafter be entitled, shall continue as to a person who has ceased to
         be such Trustee or officer and shall inure to the benefit of the heirs,
         executors, administrators and assigns of such person. Nothing contained
         herein shall affect any rights to indemnification to which personnel of
        the Trust other than Trustees and officers may be entitled by contract
or otherwise under law.                                       

         (d) Expenses of preparation and presentation of a defense to any claim,
        action, suit or proceeding of the character described in paragraph (a)
 of this Section 4.3 may be advanced by the Trust prior to final
       disposition thereof upon receipt of an undertaking by or on behalf of
        the recipient to repay such amount if it is ultimately determined that
        he is not entitled to indemnification under this Section 4.3, provided
that either:                                                  

                  (i) such undertaking is secured by a surety bond or some other
                appropriate security provided by the recipient, or the Trust
           shall be insured against losses arising out of any such
advances; or                                

               (ii) a majority of the Disinterested Trustees acting on the
matter                                      

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                (provided that a majority of the Disinterested Trustees acts
               on the matter) or an independent legal counsel in a written
           opinion shall determine, based upon a review of readily
              available facts (as opposed to a full trial-type inquiry),
                 that there is reason to believe that the recipient ultimately
will be found entitled to indemnification.  

      As used in this Section 4.3, a "Disinterested Trustee" is one who is
     not (i) an Interested Person of the Trust (including anyone who has
       been exempted from being an Interested Person by any rule, regulation
     or order of the Commission), or (ii) involved in the claim, action,
suit or proceeding.                                           

                Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to trustees, officers
               and controlling persons of the Registrant by the Registrant
          pursuant to the Declaration of Trust or otherwise, the
                 Registrant is aware that in the opinion of the Securities and
               Exchange Commission, such indemnification is against public
     policy as expressed in the Act, and therefore, is
                unenforceable. In the event that a claim for indemnification
           against such liabilities (other than the payment by the
                 Registrant of expenses incurred or paid by trustees, officers
               or controlling persons of the Registrant in connection with
             the successful defense of any act, suit or proceeding) is
                 asserted by such trustees, officers or controlling persons in
               connection with the shares being registered, the Registrant
                  will, unless in the opinion of its counsel the matter has been
          settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the Act and will be governed by the final adjudication of such
issues.                                     

ITEM 25.          BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER      

     (a)      SMC Capital, Inc. serves as the investment adviser for the
                  Funds. The business and other connections of SMC Capital, Inc.
           are set forth in the Uniform Application for Investment
             Adviser Registration ("Form ADV") of SMC Capital, Inc. as
         currently filed with the SEC which is incorporated by
reference herein.                           

ITEM 26.          PRINCIPAL UNDERWRITER                                         

             (a)  BISYS Fund Services, Limited Partnership ("BISYS" or
                  the "Distributor") acts as principal underwriter for
 the following investment companies;

American Independence Funds Trust           
American Performance Funds                  
AmSouth Funds                               
BB&T Funds                                  
The Coventry Group                          
The Eureka Funds                            
First Focus Funds, Inc.                     
The Hirtle Callaghan Trust                  
HSBC Advisor Funds Trust                    
HSBC Investor Funds                         
HSBC Investor Portfolios                    
The Infinity Mutual Funds, Inc.             
The Kensington Funds                        
LEADER Mutual Funds                         
Legacy Funds Group                          
MMA Praxis Mutual Funds                     
Mercantile Funds, Inc.                      
Old Westbury Funds, Inc.                    
Pacific Capital Funds                       
USAllianz Variable Insurance Products Trust 
Variable Insurance Funds                    
Vintage Mutual Funds, Inc.                  

        BISYS is registered with the Securities and Exchange
                 Commission as a broker-dealer and is a member of the National
                 Association of Securities Dealers. BISYS' main address is 100
            Summer Street, 15th Floor, Boston, Massachusetts, 02110.
                 Office of Supervisory Jurisdiction (OSJ) Branch is located at
                 3435 Stelzer Road, Columbus, Ohio 43219. BISYS is an indirect
    wholly-owned subsidiary of The BISYS Group, Inc.

                (b)  Information about Directors and Officers of BISYS is as
follows:                          

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                                                                [Download Table]

Name and Principal Business    Position with Underwriter  Position with Registrant
 Address                                                                          
                                                                                  
BISYS Fund Services Ohio, Inc. Sole Limited Partner       None                    
3435 Stelzer Road                                                                 
Columbus, Ohio  43219                                                             

BISYS Fund Services, Inc.*     Sole General Partner       None                    
3435 Stelzer Road                                                                 
Columbus, Ohio 43219                                                              

* Richard F. Froio - Executive Representative and Supervising Principal         
William J. Tomko - Supervising Principal, Columbus OSJ                      

(c) Not Applicable.                                           

ITEM 27.          LOCATION OF ACCOUNTS AND RECORDS                              

    (a)      In connection with The Shelby Funds, the accounts, books,
        and other documents required to be maintained by the
          Registrant pursuant to Section 31(a) of the Investment
               Company Act of 1940 and rules promulgated thereunder are in
              the possession of SMC Capital, Inc., 4350 Brownsboro Road,
           Louisville, Kentucky 40207 (relating to its function as
             adviser for the Funds), BISYS Fund Services, 3435 Stelzer
                 Road, Columbus, Ohio 43219 (records relating to its functions
             as general manager, administrator and distributor), BISYS
               Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio
               43219 (records relating to its functions as transfer agent)
               and Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati,
               Ohio 45263 (records relating to its function as custodian).

ITEM 28.          MANAGEMENT SERVICES                                           

Not Applicable.                             

ITEM 29.          UNDERTAKINGS                                                  

None                                        

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of   
the requirements for effectiveness of this Registration Statement pursuant to   
Rule 485(b) under the Securities Act of 1933 and has duly caused this           
Post-Effective Amendment No. 103 to its Registration Statement to be signed on  
its behalf by the undersigned, thereunto duly authorized, in the City of        
Washington in the District of Columbia on the 28th day of July, 2004.           

THE COVENTRY GROUP

                    By:     /s/ R. Jeffrey Young
                             ---------------------
                        R. Jeffrey Young

By:      /s/ Patrick W.D. Turley                                                
----------------------------                                  
Patrick W.D. Turley, as attorney-in-fact                      

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the    
capacities and on the date indicated:                                           

                                                                [Download Table]

Signature                   Title                              Date         
-----------                 ------                             ------       
                                                                            
/s/ Walter B. Grimm         Trustee                            July 28, 2004
------------------------                                                    
Walter B. Grimm**                                                           

/s/ John H. Ferring IV      Trustee                            July 28, 2004
------------------------                                                    
John H. Ferring IV***                                                       

/s/ Maurice G. Stark        Trustee                            July 28, 2004
------------------------                                                    
Maurice G. Stark*                                                           

/s/ Michael M. Van Buskirk  Trustee                            July 28, 2004
------------------------                                                    
Michael M. Van Buskirk*                                                     

/s/ R. Jeffrey Young        President and Trustee              July 28, 2004
------------------------    (Principal Executive Officer)                   
R. Jeffrey Young****                                                        

/s/ Nadeem Yousaf           Treasurer (Principal               July 28, 2004
------------------------    Financial and Accounting Officer)               
Nadeem Yousaf                                                               

By:      /s/ Patrick W.D. Turley                                                
--------------------------------------                        
Patrick W.D. Turley, as attorney-in-fact                      

*        Pursuant to power of attorney filed with Pre-Effective Amendment       
No. 3 on April 6, 1992.                                       

**       Pursuant to power of attorney filed with Post-Effective Amendment      
No. 26 on May 1, 1996.                                        

***      Pursuant to power of attorney filed with Post-Effective Amendment      
No. 39 on July 31, 1998.                                      

****     Pursuant to power of attorney filed with Post-Effective Amendment      
No. 63 on November 30, 1999.                                  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘485BPOS’ Filing		Date		First		Last			Other Filings
		3/31/05		82					24F-2NT,  N-CSR,  NSAR-B
		2/28/05		75					N-Q
		8/31/04		93
		8/1/04		1		58
Filed on / Effective on:		7/28/04		1		100
		7/2/04		92		93
		6/30/04		6		93			N-PX
		3/31/04		29		94			24F-2NT,  N-CSR,  NSAR-B
		2/19/04		76
		1/1/04		6		37
		12/31/03		5		73
		8/1/03		75					485BPOS
		5/6/03		26		84
		3/31/03		29		79			24F-2NT,  N-30D,  NSAR-B
		3/31/02		29		79			24F-2NT,  N-30D,  NSAR-B
		9/10/01		30		91			497
		8/1/01		9		96			485BPOS
		3/31/01		29					24F-2NT,  N-30D,  NSAR-B
		3/1/01		75
		8/1/00		96					485BPOS
		3/31/00		29					24F-2NT,  N-30D,  NSAR-B
		11/30/99		100					485APOS
		10/28/99		5		90
		9/3/98		96					485APOS
		7/31/98		100					485BPOS
		5/1/96		100					485BPOS
		10/1/95		91
		7/1/94		5		90
		6/27/94		78		81
		4/18/94		96
		10/1/93		79
		9/4/92		96
		4/6/92		100
		1/8/92		28		96
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/22/22  Boston Trust Walden Funds         485BPOS     5/01/22   41:11M                                    Toppan Merrill/FA
 7/02/21  Boston Trust Walden Funds         485BPOS     7/30/21   34:10M                                    Toppan Merrill/FA
 5/04/21  Boston Trust Walden Funds         485APOS¶    5/04/21    2:2.3M                                   Toppan Merrill/FA
 4/22/21  Boston Trust Walden Funds         485BPOS     5/01/21   38:10M                                    Toppan Merrill/FA
 9/16/20  Boston Trust Walden Funds         POS EX      9/16/20   13:972K                                   Toppan Merrill/FA