SUPPLEMENT DATED SEPTEMBER 1, 1999
                      TO PROSPECTUS DATED SEPTEMBER 1, 1999

                            THE SHEPHERD VALUES FUNDS


         UNTIL FURTHER NOTICE, ONLY THE SHEPHERD VALUES MARKET NEUTRAL FUND AND
THE SHEPHERD VALUES GROWTH FUND ARE AVAILABLE FOR PURCHASE.

         On June 1, 1999, National Capital Companies, LLC acquired Cornerstone
Capital Management, Inc., the investment advisor to the Shepherd Values Funds.
Under the Investment Company Act of 1940, the acquisition is considered an
assignment of the advisor's management agreements with the Shepherd Values
Funds, and new management agreements must be approved by the shareholders of
each Fund. Cornerstone Capital Management, Inc. will not be compensated for its
services from June 1, 1999 until the new management agreements are approved by
the shareholders at a meeting called for such purpose.

This Supplement, and the Prospectus dated September 1, 1999, contain information
that you should know before investing in a Fund and should be retained for
future reference. Additional information is included in the Statement of
Additional Information dated September 1, 1999, which has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. It
is available upon request and without charge by calling 877-636-2766.