UNIVERSAL CAPITAL INVESTMENT TRUST, 485BPOS, 1996-01-31

UNIVERSAL CAPITAL INVESTMENT TRUST
485BPOS, 1996-01-31

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As filed with the Securities and Exchange Commission on January 29, 1996

Securities Act registration no. 33-37668
Investment Company Act file no. 811-6212
_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
______________________________________________________________________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 6 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 8 [X]
______________________________________________________________________________

UNIVERSAL CAPITAL INVESTMENT TRUST
(Registrant)

One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181

Telephone number: 708/932-3000

_______________________________________________________________________________

James A. Dreher Janet D. Olsen
Dreher & Associates, Inc. Bell, Boyd & Lloyd
Suite 708 Suite 3300
One Oakbrook Terrace 70 West Madison Street
Oakbrook Terrace, Illinois 60181 Chicago, Illinois 60602
(Agents for service)

It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph(b)
_X_ on January 31, 1996 pursuant to rule paragraph(b)
___ 60 days after filing pursuant to rule paragraph(a)(1)
___ on (date) pursuant to rule paragraph(a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a)(2) of rule 485.

_______________________________________________________________________________
_______________________________________________________________________________

Registrant has previously elected to register under the Securities Act of
1933 an indefinite number of its shares of beneficial interest, without par
value, of the series designated Universal Capital Growth Fund. Pursuant to
Rule 24f-2 under the Investment Company Act of 1940, Registrant's Rule
24f-2 Notice for its fiscal year ended September 30, 1995 was filed on or
about November 29, 1995.
_______________________________________________________________________________
_______________________________________________________________________________

Page 1 of 181 sequential pages (including exhibits).
The index of exhibits is on page 55
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UNIVERSAL CAPITAL INVESTMENT TRUST

Cross-reference sheet pursuant to rule 495(a) of Regulation C

Item Location or Captionh
- ---- -------------------------------

Part A (Prospectus)
------------------

1(a) & (b) Front cover

2(a) Expense Information
(b)-(c) Not applicable

3(a) Financial Highlights
(b) Not applicable
(c) & (d) Performance Information

4(a)(i) The Trust and Its Shares
(a)(ii)&(b) Investment Objective and Policies; Investment Restrictions
(c) Investment Objective and Policies; Investment Risks

5(a) Management of the Fund -- The Trustees
(b) Management of the Fund -- The Adviser and Distributor; Rear Cover
(c) Not applicable
(d) Rear Cover
(e) Expense Information; Management of the Fund --
The Adviser and Distributor
(f) Portfolio Transactions

5A Not applicable**

6(a) The Trust and Its Shares
(b)-(d) Not applicable
(e) Shareholder Services
(f) Dividends and Distributions
(g) Taxes

7 How to Purchase Shares
(a) How to Purchase Shares; Management of the Fund --
The Adviser and Distributor; Rear Cover
(b)-(d) How to Purchase Shares
(e)-(f) Management of the Fund -- Distribution Plan

8(a)-(d) How to Redeem Shares

9 Not applicable

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

**Registrant has elected to include the information called for by items 5A
in its annual report to shareholders.

<PAGE>

Item Location or Caption
- ---- -------------------------------

Part B (Statement of Additional Information)
-------------------------------------------

10(a) & (b) Front cover

11 Front cover

12 General Information

13(a)-(d) Investment Objective; Investment Practices; Investment
Restrictions

14(a)-(b) Management
(c) Not applicable

15(a) Not applicable
(b) & (c) Management

16(a)-(c) Investment Advisory Services
(d) Fund Accounting Services
(e) Not applicable
(f) Distribution Plan
(g) Not applicable
(h) Custodian; Independent Auditors
(i) Transfer Agent

17(a)-(d) Portfolio Transactions
(e) Not applicable

18 Not applicable

19(a) Purchasing and Redeeming Shares
(b) Purchasing and Redeeming Shares; Financial Statements
(c) Purchasing and Redeeming Shares

20 Taxation

21(a)&(b) Distributor
(c) Not applicable

22(a) Not applicable
(b) Performance Information

23 Financial Statements

<PAGE>

Item Location or Caption*
- ---- -----------------------------

Part C (Other Information)
-------------------------

24 Financial statements and exhibits

25 Persons controlled by or under common control with
registrant

26 Number of holders of securities

27 Indemnification

28 Business and other connections of investment adviser

29 Principal underwriters

30 Location of accounts and records

31 Management services

32 Undertakings

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

* References are to captions within the part of the registration statement
to which the particular item relates except as otherwise indicated.

<PAGE>
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- ---------------------------------------
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- ---------------------------------------
- ---------------------------------------
- ---------------------------------------

UNIVERSAL CAPITAL GROWTH FUND

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

Universal Capital Growth Fund (the "Fund"), a series of Universal Capital
Investment Trust (the "Trust"), is a fully-managed, diversified, open-end mutual
fund. The Fund's investment objective is to maximize capital appreciation
primarily through investment in common stocks of companies which the Fund's
investment adviser, Integrated Financial Services, Inc., believes have potential
to increase earnings and are either undervalued or fairly valued.

This Prospectus, which should be read and retained for future reference, sets
forth concisely the information an investor should consider before investing in
the Fund. A Statement of Additional Information containing further information
about the Fund has been filed with the Securities and Exchange Commission and
may be obtained without charge by calling or writing the Fund at the telephone
number or address listed below. The Statement of Additional Information bears
the same date as this Prospectus and (together with any supplements thereto) is
incorporated by reference into this Prospectus.
UNIVERSAL CAPITAL GROWTH FUND
ONE OAKBROOK TERRACE
SUITE 708
OAKBROOK TERRACE, ILLINOIS 60181-4793
(708) 932-3000

TABLE OF CONTENTS
- --------------------------------

<TABLE>
<S> <C>
Highlights........................ 2
Expense Information............... 3
Financial Highlights.............. 3
Investment Objective and
Policies......................... 4
Investment Risks.................. 5
Investment Restrictions........... 5
How to Purchase Shares............ 6
How to Redeem Shares.............. 8
Shareholder Services.............. 10
Dividends and Distributions....... 10
Taxes............................. 11
Management of the Fund............ 11
Performance Information........... 12
Portfolio Transactions............ 13
The Trust and Its Shares.......... 13
Appendix - Letter of Intent....... 14
</TABLE>

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

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH STATE.

- -------------------------------------------
- -------------------------------------------
The date of this Prospectus is January 31, 1996
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HIGHLIGHTS

INVESTMENT OBJECTIVE

The investment objective of Universal Capital Growth Fund (the "Fund") is to
maximize capital appreciation primarily through investment in common stocks of
companies which the Fund's investment adviser, Integrated Financial Services,
Inc., believes have potential to increase earnings and are either undervalued or
fairly valued.

There can be no assurance that the Fund will achieve its objective.

INVESTMENT RISKS

The Fund is designed for long-term investors who can accept the fluctuations in
portfolio value and other risks associated with seeking to maximize capital
appreciation through investment in securities. The Fund invests in both large
and small companies. Investments in small, and often newer, companies involve
greater risk than is customarily associated with more established companies. See
"Investment Risks" and "Investment Objective and Policies" for a more complete
description of the risks of investing in the Fund.

DIVIDENDS AND CAPITAL GAINS

All dividends from net investment income and net realized capital gains, if any,
are paid to shareholders by the Fund at least annually. Distributions are
automatically reinvested in additional shares at net asset value (without a
sales charge) unless payment in cash has been requested. See "Dividends and
Distributions."

PURCHASING SHARES

Shares of the Fund are sold with a front-end sales charge of 1.5% of the
offering price, with reduced sales charges on larger investments. There is no
sales charge on purchases of $250,000 or more or on reinvestment of
distributions. See "How to Purchase Shares."

MINIMUM INVESTMENTS

The Fund's minimum account size is generally $500. However, an investor making
an initial investment of $50 or more may take up to 12 months to reach the
minimum account size. Each investment must be $50 or more except for
reinvestment of distributions. There is no minimum account size for retirement
plans. See "How to Purchase Shares."

REDEMPTION PRICE

Shares are redeemed at current net asset value, without charge. See "How to
Redeem Shares."

EXPENSES OF THE FUND

The Fund pays a monthly advisory fee at the annual rate of 1% of the first $250
million of the Fund's average daily net assets. See "Management of the Fund --
The Adviser and Distributor." The Fund also pays the distributor monthly fees at
annual rates aggregating .50% of the Fund's average daily net assets for
shareholder servicing and for services in distributing Fund shares. See
"Management of the Fund -- Distribution Plan."

INVESTMENT ADVISER

Integrated Financial Services, Inc.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181-4793

DISTRIBUTOR

Dreher & Associates, Inc.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181-4793
(708) 932-3000

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2
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EXPENSE INFORMATION

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)...... 1.50%
Maximum Sales Load Imposed on Reinvested
Dividends................................ None
Deferred Sales Load....................... None
Redemption Fees........................... None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Advisory and Management Fees.............. 1.00%
12b-1 Fees (b)............................ .50%
Other Expenses (after expense
reimbursements) (a)...................... .50%
---------
Total Fund Operating Expenses (after
expense reimbursements) (a).............. 2.00%
</TABLE>

(a) Takes into account the Adviser's voluntary undertaking to limit the
Fund's annual ordinary operating expenses to 2% of the Fund's average daily net
assets through December 31, 1996. "Other Expenses" and "Total Fund Operating
Expenses" for the year ended September 30, 1995 would have been 1.2% and 2.7%
respectively, without such limitation. You must pay the cost (currently $15) for
payment of redemption proceeds by wire.

(b) Includes a distribution fee of 0.25% and a service fee of 0.25%, all or
a portion of which may be paid to brokers for continuing services to be provided
to shareholders of the fund. Long-term shareholders may, as a result of the
Fund's distribution plan, pay more than the economic equivalent of the maximum
front-end sales charge. See "Management of the Fund -- Distribution Plan".

EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming a
5% annual return and redemption at the end of each time period:

The purpose of the foregoing table is to assist an investor in understanding the
various costs and expenses that an investor in the Fund may bear directly or
indirectly. The example assumes that the percentage amounts listed under Annual
Fund Operating Expenses remain the same through each of the periods, all income
dividends and capital gains distributions are reinvested in additional shares of
the Fund, and the Fund's net assets remain constant. The example is not a
representation of past or future expenses or investment performance. Reduced
sales charges apply to purchases of $50,000 or more. See "How to Purchase
Shares."

FINANCIAL HIGHLIGHTS

The table below shows the results of the Fund's operations for a share
outstanding throughout each fiscal year ended September 30, and has been audited
by Ernst & Young LLP, the Fund's independent auditors. This table should be read
in conjunction with the Fund's financial statements and notes thereto which may
be obtained at no charge by writing the Fund.

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991(c)
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period................................. $12.47 $12.27 $11.38 $11.16 $10.00
Income from investment operations:
Net investment income (loss)(a).................................... (.10) (.13) (.04) .11 .07
Net realized and unrealized gain on investments.................... 4.54 .96 1.39 .37 1.09
------ ------ ------ ------ ------
Total from investment operations..................................... 4.44 .83 1.35 .48 1.16
Less distribution to shareholder from:
Net investment income.............................................. .00 .00 .11 .07 .00
Realized gains on investments...................................... .63 .63 .35 .19 .00
------ ------ ------ ------ ------
Total distributions to shareholders.................................. .63 .63 .46 .26 .00
Net asset value, end of period....................................... $16.28 $12.47 $12.27 $11.38 $11.16
------ ------ ------ ------ ------
------ ------ ------ ------ ------
TOTAL RETURN (b)..................................................... 37.9% 7.5% 12.2% 4.3% 11.6%
Net assets, end of period (in thousands)............................. $8,149 $4,969 $4,892 $4,715 $3,031
Ratio of net expenses to average net assets (a)...................... 2.0% 2.0% 2.0% 2.0% 2.0%*
Ratio of net investment income (loss) to average net assets (a)...... (0.8)% (1.1)% (0.4)% 1.2% 1.3%*
Portfolio turnover rate.............................................. 158% 189% 186% 111% 126%*
</TABLE>

- ------------------------------
* Annualized
(a) After reimbursement and waiver of expenses by the Advisor of 0.7%, 1.1%,
.9%, 1.3% and 1.3% of average net assets for 1995, 1994, 1993, 1992 and
1991, respectively.
(b) Total return is not annualized for periods less than a full year and does
not reflect the effect of any sales charges.
(c) For the period January 22, 1991 (commencement of operations) through
September 30, 1991.

Note: Per share data for 1995, 1994 and 1993 was determined based on average
shares outstanding.

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3
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INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

The investment objective of the Fund is to maximize capital appreciation. The
realization of current income is not normally a consideration in the selection
of securities for investment and the Fund is not designed for investors seeking
income rather than capital appreciation. There can be no assurance that the Fund
will achieve its objective. The Fund's investment objective may not be changed
without shareholder approval.

TYPES OF SECURITIES

The Fund seeks capital appreciation primarily through investment in common
stocks which the Adviser believes have potential to increase earnings and are
either undervalued or fairly valued relative to earnings or potential earnings
growth.

The Fund ordinarily invests on a long-term basis. However, from time to time,
the Fund may invest on a short-term basis, or may sell within a few months
securities purchased on a long-term basis because of the possibility of rapid
security price fluctuations or a change in the circumstances of a particular
company or industry or general market or economic conditions.

The Fund may invest in companies of all size capitalizations. Large
capitalization companies (with total stock market capitalizations of $1 billion
or more) selected by the Adviser will typically have demonstrated increasing
sales and earnings and may have leadership positions in the markets in which
they compete. Small capitalization companies may have recent favorable trends in
revenue and earnings growth due to a product or service that offers the
opportunity for substantial future growth in a specialized market. The Adviser
believes that while investment in smaller companies offers the potential for
substantial capital appreciation, there is a greater risk and volatility
associated with the securities of small companies. The allocation of investments
between large and small capitalization companies may vary greatly from time to
time based on the Adviser's analysis of economic and market conditions.

The Fund expects that, under normal market conditions, at least 75% of the
Fund's assets will be in common stocks of companies with potential to increase
earnings. Subject to that limitation, the Fund may also invest in securities
that the Adviser believes offer an opportunity for capital appreciation for
reasons other than earnings growth.

The Fund also may invest in securities of unseasoned issuers, convertible
securities (such as convertible bonds and convertible preferred stocks),
warrants, options on securities, index options, financial futures contracts and
foreign securities and at times may lend its portfolio securities. The Fund
expects that no more than 5% of its net assets would be placed at risk in
connection with any one category of such investments. A more thorough
description of these investment practices and a discussion of their associated
risks are contained in the Statement of Additional Information.

When the Adviser believes that the prevailing market conditions indicate that a
temporary defensive position is warranted, or so that the Fund may receive a
favorable return on any cash in its portfolio, the Fund may invest in short-term
interest-bearing securities, U.S. Government securities, corporate debt
securities, preferred stocks, certificates of deposit of commercial banks and
repurchase agreements. Some of these investments may be medium or long term
investment grade obligations (rated in one of the four highest by a nationally
recognized rating agency) which, in the judgement of the Adviser, have the
greatest potential for a high current return or capital appreciation. Securities
rated in the fourth highest category are considered to have speculative
characteristics. While the Fund maintains a temporary defensive position,
investment income may be expected to be higher than if the Fund were invested in
common stocks and may constitute a large portion of the return of the Fund.
Moreover, during any such period the Fund probably will not

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4
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participate in market advances or declines to the extent that it would if it
were fully invested in common stocks.

The Fund may sell short securities the Fund owns or has the right to acquire
without further consideration, a technique called selling short "against the
box." Short sales against the box may protect the Fund against the risk of
losses in the value of its portfolio securities because any subsequent
unrealized losses with respect to such securities should be wholly or partially
offset by a corresponding gain in the short position. However, any subsequent
gains in such securities should be wholly or partially offset by a corresponding
loss in the short position. Short sales against the box may be used to lock in a
gain on a security when, for tax reasons or otherwise, the Adviser does not want
to sell the security. The Fund currently does not expect that more than 40% of
the Fund's total assets would be subject to short sales against the box. For a
more complete explanation, please refer to the Statement of Additional
Information.

INVESTMENT RISKS

All investments, including those in mutual funds, have risks. No investment is
suitable for all investors. The Fund is designed for long-term investors who can
accept the fluctuations in portfolio value and other risks associated with
seeking to maximize capital appreciation through investment in securities. There
can be no guarantee that the Fund will achieve its objective.

The Fund diversifies its securities holdings to reduce risk. Although risk
cannot be eliminated, diversification reduces the impact of any single
investment. The Fund may invest in both large and small companies. Investments
in small, and often newer, companies involve greater risk than is customarily
associated with more established companies. Smaller and newer companies often
have limited product lines, markets, management personnel, research and/or
financial resources. The securities of small companies, which may be thinly
capitalized, may have more limited marketability and be subject to more abrupt
or erratic market movements than securities of larger companies or the market
averages in general.

Any investment by the Fund in medium or long term interest-bearing obligations
has the risk of principal fluctuation due to changing interest rates and the
ability of the issuer to repay the obligation at maturity. Certain risk factors
are also associated with other investment practices of the Fund (none of which
is expected to involve more than 5% of the Fund's assets), including investing
in debt securities and securities of unseasoned issuers, engaging in futures and
options transactions, and investing in foreign securities. Risk factors specific
to those practices are explained more fully in the Statement of Additional
Information. Although the Fund does not purchase securities with a view to rapid
turnover, there are no limitations on the length of time portfolio securities
must be held. The Fund's portfolio turnover rate for the fiscal year ended
September 30, 1995 was 158% and is expected to continue to exceed 100% annually.
A high rate of portfolio turnover results in increased transaction expenses and
the realization of capital gains and losses. Please refer to the Statement of
Additional Information for a more complete explanation.

INVESTMENT RESTRICTIONS

In pursuing its investment objective, the Fund will not:

1. As to 75% of its assets, invest more than 5% of its total assets, taken at
market value at the time of a particular purchase, in the securities of any
one issuer, except that this restriction does not apply to securities issued
or guaranteed by the United States Government or its agencies or
instrumentalities;

2. Acquire more than 10%, taken at the time of a particular purchase, of the
outstanding voting securities of any issuer;

3. Invest in a security if more than 25% of its total assets (taken at market
value at the time of a particular purchase) would be invested in the
securities of issuers in any particular industry,

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5
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except that this restriction does not apply to securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities;

4. Borrow, except that the Fund may borrow up to 5% of its total assets, taken
at market value at the time of such borrowing, as a temporary measure for
extraordinary purposes, but not to increase portfolio income (reverse
repurchase agreements shall be considered borrowings for purposes of this
restriction) nor enter into transactions in options, or;

5. Purchase illiquid securities or securities of issuers (other than issuers of
Federal agency obligations) which, including their predecessors, have been
in operation for less than three years, if by reason of such purchase the
value of the Fund's aggregate investment in such securities would exceed 5%
of its total assets.

These are fundamental restrictions that cannot be changed without the approval
of a "majority of the outstanding" voting securities of the Fund, as defined in
the Investment Company Act of 1940. All of the Fund's investment restrictions
are described in the Statement of Additional Information.

HOW TO PURCHASE SHARES

An Application is included with this Prospectus. A completed and signed
Application is required for each new account opened, regardless of the method
chosen for purchasing shares. Redemptions will not be permitted until a
completed Application is on file and funds have been collected from the check
used to purchase shares.

The Fund's minimum account size is generally $500. However, an investor making
an initial investment of $50 or more may take up to 12 months from the date of
the initial investment to reach that $500 minimum account size. Each investment
must be $50 or more except for reinvestment of dividends and capital gains
distributions. There is no minimum account size for retirement plans. See
"Shareholder Services - Retirement Plans." These minimums may be changed at any
time. The Fund reserves the right to reject any order for the purchase of its
shares in whole or in part, and to suspend the sale of its shares to the public
in response to conditions in the securities markets or otherwise. Generally, the
Fund will not issue share certificates representing shares, although share
certificates in full share amounts will be furnished without charge upon a
shareholder's written request. Fractional shares, if any, will be carried on the
books of the Fund without issuance of certificates.

METHODS OF PURCHASE

Shares of the Fund may be purchased from Dreher & Associates, Inc. ("Dreher"),
the Fund's distributor, or from selected broker-dealers that have signed selling
agreements with Dreher. Investments in the Fund may be made either by check or
by wire. Please call the Fund at the number on the front cover of this
prospectus for wiring instructions.

BY CHECK: Checks should be made payable to "Universal Capital Growth Fund" and
mailed with the completed and signed Application to an authorized investment
dealer or directly to:

Universal Capital Growth Fund
c/o Dreher & Associates, Inc.
One Oakbrook Terrace
Suite 708
Oakbrook Terrace, Illinois 60181-4793

All checks should be drawn on U.S. banks in U.S. dollars in order to avoid fees
and delays. A charge (currently $15) may be imposed if any check submitted for
investment does not clear.

PURCHASES BY EXISTING SHAREHOLDERS

If a shareholder's account with the Fund is already established and an
investment dealer is recorded for such account, subsequent orders for shares may
be either mailed directly to Universal Capital Growth Fund, c/o Dreher &
Associates, Inc., at the address shown above, or purchased through the
shareholder's own authorized investment dealer. A check should be enclosed made
payable to

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6
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"Universal Capital Growth Fund," along with information identifying the
shareholder and the shareholder's account number.

OFFERING PRICE

Except as otherwise described below under "Sales Commission Waiver," shares in
the Fund are offered at the public offering price, which is the net asset value
per share next determined after a properly completed order is received by the
Fund plus a sales commission. Orders received after the close of regular session
trading on the New York Stock Exchange (ordinarily 3:00 p.m., Chicago time) will
be processed the next business day. The table below shows the sales commission
at various investment levels.

SALES COMMISSION TABLE

<TABLE>
<CAPTION>
% of
Paid by Investor Offering
----------------------- Price
As a % of As a % of Retained by
Offering Net Amount Selling
Investment Price Invested Dealer
- ---------------------------------------- --------- ----------- -----------
<S> <C> <C> <C>
Less than $100,000...................... 1.50% 1.53% 1.75%(a)
$100,000 but less than $250,000......... 1.00% 1.01% 1.25%(a)
$250,000 or more........................ NONE NONE .25%(a)(b)
</TABLE>

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(a) Amount retained by selling dealer in excess of the sales commission paid by
the investor is paid by the Fund's distributor from its own resources,
including amounts received pursuant to the Fund's distribution (12b-1) plan.
(b) Paid by the Fund's distributor to the selling dealer six months after
investment only if the shares purchased have not been redeemed.

Under certain circumstances, Dreher may reallow up to the entire sales
commission to dealers. Dealers who receive 90% or more of the sales commission
are deemed to be underwriters under the Securities Act of 1933. Dreher may from
time to time conduct promotional campaigns in which incentives would be offered
to dealers who meet or exceed stated target sales of shares of the Fund. The
cost of any such promotional campaign, including any incentives offered, would
be borne entirely by Dreher and would have no effect on either the public
offering price of Fund shares or the percentage of the public offering price
retained by the selling dealer. The cost of any such promotional campaign is not
intended to be among the items for which the Distributor receives compensation
under the Fund's Distribution Plan. See "Management of the Fund - Distribution
Plan." At various times Dreher may also implement programs under which Dreher
will reallow, to all dealers or to dealers that meet uniformly applied targets
for sales of shares of the Fund, an amount not exceeding the total applicable
sales charges on the sales generated by the dealer at the public offering price
during such programs.

SALES COMMISSION WAIVER

The following persons or entities may purchase shares of the Fund at net asset
value without payment of any sales commission: (a) employees and registered
representatives of Dreher and its affiliates or broker-dealers with selling
group agreements with Dreher; (b) spouses and minor children of such persons;
(c) trustees of the Fund; (d) investment advisory clients of the Adviser; (e)
any trust, pension, profit sharing, or other benefit plan account for the
benefit of any person listed in (a), (b), (c) or (d) above; and (f) companies
exchanging shares with the Fund pursuant to a merger, acquisition or exchange
offer; and (g) clients of registered investment advisers and certified financial
planners who in each case either pay a fee for financial planning, investment
advisory or asset management services, or receive such services in connection
with the establishment of an investment account for which a comprehensive "wrap
fee" charge is imposed.

An investor may purchase shares of the Fund at net asset value, without a sales
commission, by certifying (on a form available from the Distributor) that the
amount invested represents the proceeds of redemption, within the preceding 60
days, of shares of another mutual fund as to which the investor paid a sales
commission.

Dividends and distributions paid by the Fund are reinvested in shares of the
Fund at net asset value without the payment of any sales commission, or an

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investor may elect to receive dividends and distributions in cash. See
"Dividends and Distributions."

RIGHTS OF ACCUMULATION

The reduced sales charges and offering prices set forth in the "Sales Commission
Table" may apply to subsequent purchases aggregated pursuant to a right of
accumulation privilege. With the right of accumulation privilege, investors are
permitted to purchase additional shares at the reduced sales charge and public
offering price applicable to the total of (a) the dollar amount then being
purchased, plus (b) an amount equal to the greater of (i) the then current net
asset value of aggregate holdings of shares of the Fund owned by the investor,
the investor's spouse, children of the investor or spouse for whom the investor
or spouse is custodian of such investment, Individual Retirement Account (IRA)
or other qualified plan of the investor or the investor's spouse, or any
revocable trust of which the grantor and principal beneficiary is the investor
or the investor's spouse, or (ii) the aggregate amount invested by the foregoing
in shares of the Fund. Although no sales charge or a reduced sales charge may be
applicable to a subsequent purchase, no refund of a sales charge previously paid
will be made by reason of subsequent purchases. Shareholders desiring to receive
the benefit of such right must, at the time of each purchase, give the
Distributor sufficient information to permit confirmation of qualification. See
the Application enclosed with this Prospectus for additional details.

LETTER OF INTENT

An investor intending to make additional investments in Fund shares may qualify
for reduced sales commissions by electing on the purchase application to
purchase pursuant to a Letter of Intent. The sales commission on each investment
then is computed at the rate that would apply to the intended aggregate
investment over a thirteen month period. The provisions applicable to a Letter
of Intent are set out in an appendix to this Prospectus.

NET ASSET VALUE

The net asset value per share of the Fund is determined as of the close of
regular session trading on the New York Stock Exchange (ordinarily 3:00 p.m.,
Chicago time) each day that exchange is open for trading by dividing the value
of all securities and other assets of the Fund, less its liabilities, by the
number of shares of the Fund outstanding.

Securities held by the Fund are valued on the basis of market valuation.
Securities and other assets for which market values are not readily available
are valued at a fair value as determined in good faith by a method the board of
trustees believes represents a fair value. For a more complete explanation,
please refer to the Statement of Additional Information.

HOW TO REDEEM SHARES

Shares of the Fund will be redeemed at the net asset value next determined after
receipt of a redemption request in good form on any day the New York Stock
Exchange is open for trading. Requests received after the close of regular
session trading on the New York Stock Exchange for that day (ordinarily 3:00
p.m., Chicago time) will be processed the next business day.

The redemption price per share may be more or less than the shareholder's cost
depending upon the value of the Fund's investment securities at the time of
redemption. The Fund imposes no redemption fee, although a shareholder must pay
a charge for payment of redemption proceeds by wire. An authorized dealer may
charge a fee for processing a redemption request on behalf of a shareholder.
Redemption of Fund shares is a taxable transaction.

PLEASE TELEPHONE THE FUND IF YOU HAVE ANY QUESTIONS ABOUT REQUIREMENTS FOR A
REDEMPTION BEFORE SUBMITTING A REQUEST. You may not cancel or revoke your
redemption request once your instructions have been received and accepted.

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REDEMPTION BY MAIL

A written request for redemption (and a properly endorsed share certificate, if
issued) must be received by the Fund to constitute a valid redemption request.

The redemption request must:

1. specify the number of shares or dollar amount to be redeemed, if less than
all shares are to be redeemed;

2. be signed by all owners exactly as their names appear on the account; and

3. include a signature guarantee for each signature on the redemption request
by Dreher & Associates, Inc., by a securities firm that is a member of the
New York Stock Exchange or by a bank, savings bank, credit union, savings
and loan association or other entity that is authorized by applicable state
law to guarantee signatures.

In the case of shares held by a corporation, the redemption request must be
signed in the name of the corporation by an officer whose title must be stated,
and a certified bylaw provision or resolution of the board of directors
authorizing the officer to so act may be required. In the case of a trust or
partnership, the signature must include the name of the registered shareholder
and the title of the person signing on its behalf. Under certain circumstances,
before shares can be redeemed, additional documents may be required in order to
verify the authority of the person seeking to redeem.

EXPEDITED REDEMPTION

Unless share certificates have been issued, a shareholder may have redemption
proceeds of at least $5,000 wired directly to a domestic commercial bank account
or brokerage account that the shareholder has previously designated. Normally,
such payments will be transmitted no later than the second business day
following receipt of your written redemption request (provided redemptions may
be made under the general criteria set forth below). A service charge (currently
$15) for payment of redemption proceeds by wire will be deducted from the
proceeds. The service charge will not be changed without 30 days prior written
notice to shareholders.

GENERAL

Shares of the Fund may not be redeemed until funds from the check used to
purchase the shares has been collected, which is usually no more than 15 days
after purchase. A shareholder may avoid this delay by purchasing shares in such
a way that the Fund receives immediate payment for the purchase, such as by wire
transfer of funds or payment by a certified or cashier's check. The Fund may
suspend the right of redemption under certain extraordinary circumstances in
accordance with the rules of the Securities and Exchange Commission.

Due to the relatively high cost of handling small accounts, the Fund reserves
the right, upon 60 days written notice, to redeem, at net asset value, the
shares of any shareholder (other than a retirement plan) whose account with the
Fund which is more than 12 months old has a value of less than $500, unless the
reduction in value to less than $500 was the result of market fluctuation.
Retirement plan accounts are not subject to this minimum account value
requirement. See "Shareholder Services - Retirement Plans."

Shareholders may redeem shares and later reinvest the proceeds into the Fund at
the then current net asset value (without payment of a new sales commission)
provided that the reinvestment is made within 6 months of the redemption. This
redemption-reinvestment privilege is limited to two reinvestments per person per
calendar year. This limit helps keep the Fund's asset base stable and reduces
administrative expenses. For purposes of the two reinvestment limit, accounts
under common ownership or control, including accounts with the same taxpayer
identification number, will be aggregated. The Fund reserves the right to
terminate or modify this reinvestment privilege in the future. If you sell at a
loss and reinvest within 91 days, the loss attributable to any sales charge must
be deferred for the shareholder's tax purposes.

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SHAREHOLDER SERVICES

Inquiries regarding the Fund should be addressed to Universal Capital Growth
Fund, One Oakbrook Terrace, Suite 708, Oakbrook Terrace, Illinois 60181-4793.
Telephone inquiries may be made at (708) 932-3000.

SHAREHOLDER ACCOUNTS

Each shareholder of the Fund receives quarterly account statements showing
transactions in shares of the Fund and the total account balance of Fund shares.
A confirmation will be sent to the shareholder upon purchase, redemption,
dividend reinvestment and change of shareholder address.

RETIREMENT PLANS

The Fund may be used as an investment for Individual Retirement Accounts
("IRA"), profit sharing or pension plans, Section 401(k) plans, Section
403(b)(7) plans in the case of employees of public school systems and certain
nonprofit organizations, and certain other qualified plans. A master IRA plan
and information regarding plan administration, fees and other details are
available from Dreher and authorized broker-dealers. The Fund's minimum
investment and minimum account value requirements do not apply to retirement
plan accounts.

AUTOMATIC INVESTMENT PLAN

Shares may be purchased by automatic monthly transfer of funds ($50 minimum per
month) from a shareholder's checking, bank money market, NOW account, or savings
account by electronic transfer through the Fund's Automatic Investment Plan.

Through the Automatic Investment Plan, the bank account designated by the
shareholder will be debited on the date selected by the shareholder or the next
business day, if the date selected is not a business day. Shares of the Fund
will be purchased on the date funds are actually received by the Fund's
custodian bank.

To sign up for the plan, new investors in the fund should complete the Automatic
Investment Plan section in the fund's application and attach a voided check to
the application. Existing shareholders of the fund may sign up for the Plan by
calling the fund or an authorized broker/dealer for a separate Automatic
Investment Plan Application.

Only an account at a domestic financial institution which is an Automated
Clearing House member may be used for the Automatic Investment Plan.
Participation in the Automatic Investment Plan may be changed or terminated only
upon written notice, which will be effective within five business days after
receipt of the notice by the Fund from the distributor or an authorized
broker/dealer. The Fund may modify or terminate the Automatic Investment Plan at
any time or charge a service fee, although no such fee currently is
contemplated. A charge (currently $15) may be imposed if an electronic transfer
does not clear. Normal sales commissions apply to the purchase of shares through
the Automatic Plan.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders may request that the Fund redeem shares monthly or quarterly in
specified dollar amounts. For example, a shareholder might request that enough
shares be redeemed to pay $200 per month.

Investors may initiate the Systematic Withdrawal Plan for a non-IRA account with
an initial investment of $25,000 or more, or at any time after the initial
investment if the value of the investor's account is $25,000 or more. An IRA
account must have a balance of at least $10,000 to begin a Systematic Withdrawal
Plan. The minimum periodic withdrawal amount is $100. Withdrawal proceeds are
likely to exceed dividends and distributions paid on shares in the account and
therefore may deplete and eventually exhaust the account. The periodic payments
are proceeds of redemption and are taxable as such. A shareholder normally
should not purchase shares while participating in the systematic withdrawal plan
if the additional investment would be subject to a sales charge.

DIVIDENDS AND DISTRIBUTIONS

Shareholders may receive two kinds of distributions from the Fund: dividends and
capital gains. All

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dividends and capital gains distributions are paid in the form of additional
shares credited to the shareholder's account at the net asset value per share
next computed after the dividend or distribution is payable to shareholders
(without a sales charge) unless the shareholder requested on the account
application or in writing that distributions be made in cash. All dividends from
net investment income and net realized short-term and long-term capital gains,
if any, are paid to shareholders by the Fund at least annually. The Fund will
not change the way in which shareholders may reinvest dividends and
distributions without giving shareholders at least 30 days written notice.

If two consecutive dividend checks from the Fund are returned as undeliverable,
the undelivered dividends will be invested in additional shares of the Fund at
the current net asset value and the account will be designated as a dividend
reinvestment account.

TAXES

The Fund intends to continue to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code, and thus not be subject to
federal income taxes on amounts which it distributes to shareholders.

You may realize a capital gain or capital loss when you redeem (sell) shares.
The federal tax treatment may depend on how long you owned the shares and on
your individual tax position. You may be subject to state and local taxes on
your investment in the Fund, depending on the laws of your home state and
locality.

Dividends and distributions paid by the Fund are subject to taxation as of the
date of payment, except that distributions declared in October, November or
December to shareholders of record in one of those months will be treated as
received by shareholders on December 31 of the year they are declared, provided
they are paid prior to February 1 of the next year.

You will be advised annually as to the source of your distributions for tax
purposes. If you are not subject to income taxation, you will not be required to
pay tax on amounts distributed to you.

The Fund is currently required by law to withhold 31% of reportable payments
(which may include redemptions, capital gains distributions and other taxable
distributions, if any) paid to any non-exempt shareholder who has failed to
certify to the Fund that the social security or taxpayer identification number
provided to the Fund is correct and that the shareholder is not subject to
backup withholding. Please refer to the Statement of Additional Information for
a more complete explanation.

MANAGEMENT OF THE FUND

THE TRUSTEES

The board of trustees of Universal Capital Investment Trust has overall
responsibility for the conduct of the affairs of the Fund. The trustees serve
indefinite terms of unlimited duration. The trustees appoint their own
successors, provided at least two-thirds of the trustees, after such
appointment, have been elected by the shareholders. A trustee may be removed
with or without cause upon the written declaration of a majority of the trustees
or by the declaration in writing or vote of two-thirds of the Trust's
outstanding shares.

THE ADVISER AND DISTRIBUTOR

The Fund's investments are managed by its investment adviser, Integrated
Financial Services, Inc. (the "Adviser"). The Fund's investment objective and
policies were developed by James A. Dreher, chairman of the Trust, and Nicholas
J. Biscan, president of the Trust. Mr. Dreher and Mr. Biscan have been
co-managers of the Fund's portfolio since the Fund's inception. Mr. Dreher has
been president and chief executive officer of the Adviser since 1985, and
president of Dreher & Associates, Inc., the Fund's distributor, since 1980. Mr.
Biscan has been vice-president of the Adviser since 1990 and Director of
Investment Analysis for Dreher & Associates since 1987.

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The Fund's distributor, Dreher & Associates, Inc., is an affiliate of the
Adviser and is owned by Mr. Dreher, Richard H. Burgess and Patricia M.
Ellington. Mr. Burgess and Ms. Ellington are trustees of the Trust. Dreher &
Associates, Inc. was formed in 1980 and since inception has sold over $550
million in equity and income oriented mutual funds. Mr. Dreher formed Integrated
Financial Services, Inc. in 1985. The Fund is the only mutual fund for which the
Adviser acts as investment adviser.

Subject to the overall authority of the board of trustees, the Adviser furnishes
continuous investment supervision and management to the Fund under a management
agreement and also furnishes office space, equipment and management personnel.
For these services the Adviser receives from the Fund a fee accrued daily and
paid monthly at the annual rate of 1.0% of the first $250 million of the Fund's
average daily net assets and .75% of average daily net assets in excess of $250
million. These rates are higher than those paid by most other mutual funds.

The management agreement also provides that the total annual expenses of the
Fund, exclusive of taxes, interest, extraordinary litigation expenses and
brokers' commissions and other charges relating to the purchase and sale of
securities but including fees paid to the Adviser and fees paid pursuant to the
Distribution Plan, shall not exceed the limits, if any, prescribed by any state
in which shares of the Fund are being sold or are qualified for sale, and the
Adviser has agreed to reimburse the Fund for any such expenses in excess of such
limits. In addition, the Adviser has voluntarily undertaken to limit the
ordinary operating expenses of the Fund to 2.0% of the Fund's average daily net
assets through December 31, 1996. Subject to those expense limitations, the Fund
pays all of its operating expenses not specifically assumed by the Adviser.

DISTRIBUTION PLAN

The Trust has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940 whereby the Fund pays to Dreher an
annual service fee of .25% and an annual sales compensation fee of .25%, both
accrued daily and paid monthly and based on the Fund's daily net assets. In
return, Dreher bears all expenses incurred in the distribution and promotion of
the Fund's shares, including the printing of prospectuses and reports used for
sales purposes, advertisements, expenses of preparation and printing of sales
literature, and other distribution related expenses, including service fees, at
an annual rate of up to .25% and distribution fees for ongoing services by the
broker to the shareholder of up to an additional .25% of average net assets,
paid to broker-dealers who have executed selling group agreements with Dreher.
The expenses incurred by Dreher may be more or less than the distribution fees
paid to Dreher by the Fund.

PERFORMANCE INFORMATION

The Fund may quote total return figures from time to time in advertisements,
sales literature and otherwise. "Total Return" for a period is the percentage
change in value during a period of an investment in Fund shares, including the
value of all shares acquired through reinvestment of all dividends and capital
gains distributions. "Average Annual Total Return" is the average annual
compounded rate of change in value represented by the Total Return for the
period. All of these calculations assume the reinvestment of dividends and
distributions in additional shares of the Fund. Quotations of Average Annual
Total Return will take into account the effect of any sales charge on the amount
available for investment; quotations of Total Return will indicate whether the
effect of the sales charge is included. Income taxes owed by the shareholder are
not taken into account. Please refer to the Statement of Additional Information
for a more complete explanation.

In advertising and sales literature, the Fund's performance may be compared with
that of market indices and other mutual funds, comparative performance as
computed in a ranking determined

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by Lipper Analytical Services, Inc., an independent service that monitors the
performance of over 2,000 mutual funds, or that of another service.

Performance of the Fund will vary from time to time, and past results are not
necessarily indicative of future results. Performance information supplied by
the Fund may not provide a basis for comparison with other investments using
different reinvestment assumptions or time periods.

More information about the Fund's performance is included in the annual report
to shareholders, which may be obtained from the Fund upon request at no charge.

PORTFOLIO TRANSACTIONS

Consistent with the Fund's policy of obtaining the best combination of net price
and execution on portfolio transactions, the trustees have determined that
portfolio transactions for the Fund may be executed through Dreher if, in the
judgment of the Adviser, the use of Dreher is likely to result in a combination
of net price and execution at least as favorable to the Fund as that available
from other qualified brokers and if, in such transactions, Dreher charges the
Fund commission rates consistent with those charged by Dreher to comparable
unaffiliated customers in similar transactions.

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable combination
of net price and execution available and such other policies as the trustees may
determine, the Adviser may consider sales of shares of the Fund as a factor in
the selection of broker-dealers to execute portfolio transactions for the Fund.

THE TRUST AND ITS SHARES

The Fund is a series of Universal Capital Investment Trust, a Massachusetts
business trust organized on October 18, 1990, and is an open-end diversified
management investment company.

Under the terms of the Declaration of Trust, the Trust may issue an unlimited
number of shares of beneficial interest without par value in one or more series
(funds). While only shares of a single series (the Fund) are presently being
offered, the Trustees may authorize the issuance of additional funds if deemed
desirable, each with its own investment objective, policies and restrictions.
All shares issued will be fully paid and non-assessable.

The Fund's shares are entitled to participate pro rata in any dividends and
other distributions declared by the Trust's board of trustees with respect to
shares of the Fund. All shares of the Fund have equal rights in the event of
liquidation of the Fund.

Under Massachusetts law, the shareholders of the Trust may, under certain
circumstances, be held personally liable for the Trust's obligations. However,
the Trust's Declaration of Trust disclaims liability of the shareholders,
trustees, and officers of the Trust for acts or obligations of a fund, which are
binding only on the assets and property of the fund. The Declaration of Trust
requires that notice of such disclaimer be given in each agreement, obligation,
or contract entered into or executed by the Trust or the board of trustees. The
Declaration of Trust provides for indemnification out of the Fund's assets of
all losses and expenses of any Fund shareholder held personally liable for the
Fund's obligations. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is remote, since it is limited to circumstances
in which the disclaimer is inoperative and the Fund itself is unable to meet its
obligations.

VOTING RIGHTS

Each share has one vote and fractional shares have fractional votes. As a
business trust, the Trust is not required to hold annual shareholder meetings.
However, special meetings may be called (including by the holders of at least
10% of the Fund's outstanding shares) for purposes such as electing or removing
trustees, changing fundamental policies or approving an investment advisory
agreement. On any matters submitted to a vote of shareholders, shares are voted
by individual series and not in the aggregate, except when voting in the
aggregate is required by the 1940 Act or other applicable law.

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Shares of the Fund are not entitled to vote on any matter not affecting the
Fund. All shares of the Trust vote together in the election of trustees.

APPENDIX - LETTER OF INTENT

By checking "Letter of Intent" on the Application and signing the Application, a
shareholder agrees to the following:

1. ESCROW PROVISIONS. Out of the shareholder's initial purchase (or subsequent
purchases if necessary) 5% of the specified dollar amount of the Letter will be
held in escrow in the shareholder's account. All dividends and capital gains
distributions on the escrowed shares will be paid directly to the shareholder or
credited to his account.

2. COMPLETION. When the shareholder's total purchases made at offering prices
pursuant to this Letter plus his Accumulation Credit equal the amount specified
on the face of this Letter, the escrowed shares will be released.

3. RETROACTIVE PRICE ADJUSTMENT. If the shareholder's total purchases through
the Dealer pursuant to this Letter plus the shareholder's Accumulation Credit
exceed the specified amount of this Letter and an equal amount which would
qualify for a further quantity discount, a retroactive price adjustment will be
made as of the expiration date of this Letter by Distributor and the Dealer for
all purchases made pursuant to this Letter to reflect such further quantity
discount. The resulting difference in offering price will be applied to the
purchase of additional shares for the shareholder's account at the offering
price then applicable to a single purchase of the dollar amount of his total
purchases hereunder. As part of such adjustment, Dealer shall return to
Distributor the excess of commission previously allowed or paid to Dealer over
that which would be applicable to the actual amount of the shareholder's
aggregate purchases. Such adjustment does not apply to the sales charge
applicable to the shares valued in the shareholder's Accumulation Credit. If at
the time of such adjustment a broker-dealer other than the Dealer is purchasing
shares for the shareholder's account, the adjustment will be made only with
respect to those shares purchased through such broker-dealer.

4. NON-COMPLETION. The shareholder makes no commitment to purchase additional
shares. However, if total purchases pursuant to this Letter plus the
Accumulation Credit are less than the specified amount of this Letter, an
appropriate number of the escrowed shares will be redeemed in order to realize
an amount equal to the difference in the dollar amount of sales charges actually
paid and the amount of sales charges that the shareholder would have paid on
those aggregate purchases if the total of such purchases had been made at a
single time. Any escrowed shares remaining after redemption as provided in this
paragraph, together with any excess cash proceeds of the redeemed shares, will
be credited to the shareholder's account. The shareholder hereby consents to the
redemption of any or all escrowed shares as described in this paragraph.

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INVESTMENT ADVISER
Integrated Financial Services, Inc.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181-4793

DISTRIBUTOR
Dreher & Associates, Inc.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181-4793
(708) 932-3000

CUSTODIAN
UMB Bank, N.A.
P.O. Box 419226
Kansas City, Missouri 64141

TRANSFER AGENT
Jones and Babson, Inc.
2440 Pershing Road
Kansas City, Missouri 64108

COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

INDEPENDENT AUDITORS
Ernst & Young LLP
Chicago, Illinois

NO DEALER, SALESMAN OR ANY OTHER PERSON IS AUTHORIZED, IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS, TO ACT AS AGENT FOR UNIVERSAL
CAPITAL GROWTH FUND, NOR IS ANY PERSON AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN
SUPPLEMENTARY INFORMATION OR IN SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY
UNIVERSAL CAPITAL GROWTH FUND AND NO PERSON IS ENTITLED TO RELY UPON ANY
INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR THEREIN.

UNIVERSAL
CAPITAL
GROWTH
FUND
PROSPECTUS
-------------------------------------------
JANUARY 31, 1996
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<PAGE>

Statement of Additional Information January 31, 1996
UNIVERSAL CAPITAL GROWTH FUND
A series of Universal Capital Investment Trust

_____________________________________________________________________________
_____________________________________________________________________________

One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181-4793
(708) 932-3000

This Statement of Additional Information relates to Universal Capital
Growth Fund (the "Fund"), a series of Universal Capital Investment Trust
(the "Trust"). It is not a prospectus, but provides information that
should be read in conjunction with the Fund's prospectus dated January 31,
1996 and any supplements to the prospectus, and the Fund's annual report
for the year ended September 30, 1995, a copy of which accompanies this
Statement of Additional Information. The prospectus and additional copies
of the annual report may be obtained without charge by writing or
telephoning the Fund at the address or telephone number set forth above.

_____________________________________________________________________________
_____________________________________________________________________________

TABLE OF CONTENTS

PAGE
General Information. . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Practices . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . 7
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Investment Advisory Services . . . . . . . . . . . . . . . . . . . . 12
Distributor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Purchasing and Redeeming Shares. . . . . . . . . . . . . . . . . . . 15
Performance Information. . . . . . . . . . . . . . . . . . . . . . . 16
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . 18
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Fund Accounting Services . . . . . . . . . . . . . . . . . . . . . . 22
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . 23
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 23

_____________________________________________________________________________
_____________________________________________________________________________

<PAGE>

GENERAL INFORMATION

Universal Capital Growth Fund began operations on January 23, 1991. The
Fund is a series of Universal Capital Investment Trust.

INVESTMENT OBJECTIVE

The Fund's investment objective is to maximize capital appreciation. The
realization of current income is not normally a consideration in the
selection of securities for investment and the Fund is not designed for
investors seeking income rather than capital appreciation. There can be no
assurance that the Fund will achieve its objective. The Fund's objective
may not be changed without shareholder approval.

INVESTMENT PRACTICES

The following policies and limitations supplement those set forth in the
Prospectus. Whenever an investment policy or limitation states a maximum
percentage of the Fund's assets that may be invested in any security or
other asset or sets forth a policy regarding quality standards, such
standard or percentage limitation shall be determined immediately after and
as a result of the Fund's acquisition of such security or other asset.
Accordingly, any later increase or decrease resulting from a change in
values, net assets or other circumstances will not be considered when
determining whether the investment complies with the Fund's investment
policies and limitations.

DEBT SECURITIES

As described in the Prospectus, the Fund may make substantial temporary
investments in fixed-income obligations provided they are of
investment-grade quality. For this purpose investment-grade obligations
are considered to be those which are rated Baa or higher by Moody's
Investors Service, Inc. or BBB or higher by Standard & Poor's Corporation.
Securities rated in the lowest of the investment grade categories are
considered to have speculative characteristics.

WARRANTS

The Fund may invest up to 5% of the value of its net assets at the time of
purchase in warrants (not including those acquired in units or attached to
other securities), including up to 2% of the value of its net assets in
warrants not listed on the New York or American stock exchanges. A warrant
is a right to purchase common stock at a specific price (usually at a
premium above the market value of the underlying common stock at time of
issuance) during a specified period of time. A warrant may have a life
ranging from less than a year to twenty years or longer, but a warrant
becomes worthless unless it is exercised or sold before expiration. In
addition, if the market price of the common stock does not exceed the
warrant's exercise price during the life of the warrant, the warrant will
expire worthless. Warrants have no voting rights, pay no dividends and
have no rights with respect to the assets of the corporation issuing them.
The percentage increase or decrease in the value of a warrant may tend to
be greater than the percentage increase or decrease in the value of the
underlying common stock.

FOREIGN SECURITIES

The Fund may invest up to 5% of its net assets in foreign securities. For
the purpose of calculating the 5% limitation, foreign securities do not
include American Depository Receipts (ADRs) or securities guaranteed by a
United States person. ADRs are receipts typically issued by an American
bank or trust company evidencing ownership of the underlying securities.
All foreign securities acquired by the Fund will be listed on a stock
exchange.

Investment in foreign securities may entail a greater degree of risk
(including risks relating to exchange rate fluctuations, tax provisions, or
expropriation of assets) than does investment in securities of domestic
issuers. Investors should understand and consider carefully the risks
involved in foreign investing. Investing in foreign securities, which are
generally denominated in foreign currencies, and

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utilization of forward foreign currency exchange contracts involve certain
considerations comprising both risks and opportunities not typically
associated with investing in U.S. securities. These considerations
include: fluctuations in exchange rates of foreign currencies; possible
imposition of exchange control regulation or currency restrictions that
would prevent cash from being brought back to the United States; less
public information with respect to issuers of securities; less governmental
supervision of stock exchanges, securities brokers, and issuers of
securities; lack of uniform accounting, auditing, and financial reporting
standards; lack of uniform settlement periods and trading practices; less
liquidity and frequently greater price volatility in foreign markets than
in the United States; possible imposition of foreign taxes; possible
investment in securities of companies in developing as well as developed
countries; and sometimes less advantageous legal, operational, and
financial protections applicable to foreign sub-custodial arrangements.

Although the Fund intends to invest in companies and governments of
countries having stable political environments, there is the possibility
of expropriation or confiscatory taxation, seizure or nationalization of
foreign bank deposits or other assets, establishment of exchange controls,
the adoption of foreign government restrictions, or other adverse
political, social or diplomatic developments that could affect investment
in these nations.

To the extent positions in portfolio securities are denominated in foreign
currencies, the Fund's investment performance is affected by the strength
or weakness of the U.S. dollar against these currencies. For example, if
the dollar falls in value relative to the Japanese yen, the dollar value of
a Japanese stock held in the portfolio will rise even though the price of
the stock remains unchanged. Conversely, if the dollar rises in value
relative to the yen, the dollar value of the Japanese stock will fall.

OPTIONS AND FUTURES

In order to provide additional revenue, or to hedge against changes in
security prices or interest rates, the Fund may purchase and write (sell)
both call options and put options on securities and on indexes and may
enter into interest rate and index futures contracts and options on such
futures contracts.

OPTIONS. An option on a security (or index) is a contract that gives the
holder, in return for a premium, the right to buy (call) from or sell (put)
to the option seller (writer) the security (or the cash value of the index)
underlying the option at a designated price during the term of the option
(normally not exceeding nine months). The Fund may write a call option
only if the option is "covered" by the Fund's holding a position, in the
underlying security or otherwise, which would allow immediate satisfaction
of its obligation. Prior to exercise or expiration, an option may be closed
out by an offsetting purchase or sale of an option of the same series.

The Fund may write puts only if they are "secured." A put is "secured" if
the Fund (i) maintains in a segregated account with the custodian cash or
U.S. Government securities or other appropriate high-grade debt obligations
with a value equal to the exercise price or (ii) holds a put on the same
underlying security at an equal or greater exercise price. When the Fund
writes a put, it receives a premium and gives the purchaser of the put the
right to sell the underlying security to the Fund at the exercise price at
any time during the option period. The Fund may purchase a put on the
underlying security to effect a "closing purchase transaction," except in
those circumstances, which are believed by the Adviser to be rare, when it
is unable to do so.

There are several risks associated with transactions in options on
securities and on indexes. 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.

B-3

<PAGE>

There can be no assurance that a liquid market will exist when the Fund
seeks to close out an option position. If the Fund were unable to close
out an option that it had purchased on a security, it would have to
exercise the option in order to realize any profit or the option would
expire and become worthless. If the Fund were unable to close out a
covered call option that it had written on a security, it would not be able
to sell the underlying security unless the option expired without exercise.
As the writer of a covered call option, the Fund foregoes, during the
option's life, the opportunity to profit from increases in the market value
of the security covering the call option above the sum of the premium and
the exercise price of the call.

If trading were suspended in an option purchased or written by the Fund,
the Fund would not be able to close out the option. If restrictions on
exercise were imposed, the Fund might be unable to exercise an option it
had purchased. Except to the extent that a call option on an index written
by the Fund is covered by an option on the same index purchased by the
Fund, movements in the index may result in a loss to the Fund; however,
such losses may be mitigated by changes in the value of the Fund's
securities during the period the option was outstanding.

The Fund will only enter into options that are standardized and traded on a
U.S. exchange or board of trade, or similar entity, or quoted on NASDAQ.
When the Fund writes an over-the-counter option, there is no assurance
that the Fund will be able to enter into a closing purchase transaction.
It may not always be possible for the Fund to negotiate a closing purchase
transaction with the same dealer for the same exercise price and expiration
date as the option which the Fund previously had written. Although the
Fund may choose to purchase an option from a different dealer, the Fund
would also be subject to the additional credit risk of such dealer. If the
Fund as a writer of a covered call option is unable to effect a closing
purchase transaction, it will not be able to sell the underlying security
until the option expires or until it delivers the underlying security upon
exercise. It is the position of the staff of the Securities and Exchange
Commission that over-the-counter options are illiquid securities.

FUTURES. The Fund may also engage in futures transactions. An interest
rate futures contract provides for the future sale by one party and
purchase by another party of a specified quantity of a financial instrument
(such as U.S. Treasury bonds) at a specified price and time. A futures
contract on a index is an agreement pursuant to which the parties agree to
take or make delivery of an amount of cash equal to the difference between
the value of the index at the close of the last trading day of the contract
and the price at which the futures contract was originally written. A
futures contract may be satisfied by delivery or purchase, as the case may
be, of the instrument or by payment of the change in the cash value of the
index. More commonly, a futures contract is closed out prior to delivery
by entering into an offsetting transaction in a matching futures contract.

The Fund may also purchase and write call and put options on futures
contracts ("futures options"). A futures option gives the holder the
right, in return for the premium paid, to assume a long position (call) or
short position (put) in a futures contract at a specified exercise price
prior to the expiration of the option. Upon exercise of a call option, the
holder acquires a long position in the futures contract and the writer is
assigned the opposite short position. In the case of a put option, the
opposite is true. Prior to exercise or expiration, a futures option may be
closed out by an offsetting purchase or sale of a futures option of the
same series.

The Fund will limit its use of futures contracts and futures options to
hedging transactions to the extent required to do so by regulatory
authorities. For example, the Fund might use futures contracts to hedge
against fluctuations in the general level of stock prices or anticipated
changes in interest rates that might adversely affect either the value of
the Fund's securities or the price of the securities that the Fund intends
to purchase. The Fund's hedging may include sales of futures contracts as
an offset against the effect of expected declines in stock prices or
increases in interest rates and purchases of futures contracts as an offset
against the effect of expected increases in stock prices or declines in
interest rates.

There are several risks associated with the use of futures contracts and
futures options for hedging purposes. There can be no guarantee that there
will be a correlation between price movements in the

B-4

<PAGE>

hedging vehicle and the portfolio securities being hedged. Successful
hedging depends on the Adviser's ability to predict correctly changes in
the level and the direction of stock prices, interest rates, and other
market factors. An incorrect prediction could result in a loss on both the
hedged securities in the Fund's portfolio and the hedging vehicle so that
the Fund's return might have been better had hedging not been attempted.
In addition, because of the low margin deposits required, futures trading
involves a high degree of leverage.(1)/ As a result, a relatively small price
movement in a futures contract may result in immediate and substantial
loss, or gain, to the investor. A purchase or sale of a futures contract
may result in losses in excess of the amount of the margin deposit.
However, in the absence of the ability to hedge, the Fund might have taken
portfolio actions in anticipation of the same events with similar
investment results but, presumably, at greater transaction costs.

There can be no assurance that a liquid market will exist at a time when
the Fund seeks to close out a futures contract or a futures option
position. This may prevent the Fund from liquidating an unfavorable
position and the Fund would be exposed to possible loss on the position
during the interval of inability to close and would continue to be required
to meet margin requirements until the position is closed. In addition,
certain of these instruments are relatively new and without a significant
trading history. As a result, there is no assurance that an active
secondary market will develop or continue to exist.

The Fund will only enter into futures contracts or futures options that are
standardized and traded on a U.S. exchange or board of trade, or similar
entity, or quoted on an automated quotation system. The Fund will not
enter into a futures contract or purchase a futures option if immediately
thereafter the initial margin deposits for futures contracts held by the
Fund plus premiums paid by it for open futures option positions, less the
amount by which any such positions are "in-the-money, (2)/ would exceed 5%
of the Fund's net assets.

PORTFOLIO TURNOVER

Although the Fund does not purchase securities with a view to rapid
turnover, there are no limitations on the length of time that portfolio
securities must be held. Portfolio turnover can occur for a number of
reasons, including general conditions in the securities markets, more
favorable investment opportunities in other securities, or other factors
relating to the desirability of holding or changing a portfolio investment.
The Fund's portfolio turnover rate for the fiscal year ended September 30,
1995 was 158%, and is expected to continue to be in excess of 100%
annually. A high rate of portfolio turnover results in increased
transaction expense, which must be borne by the Fund. High portfolio
turnover may also result in the realization of capital gains or losses
and, to the extent net short-term capital gains are realized, any
distributions resulting from such gains will be considered ordinary income
for Federal income tax purposes. See "Investment Risks" and "Dividends and
Distributions" in the Prospectus.

SHORT SALES

The Fund may sell securities short "against the box," that is: (1) enter
into short sales of securities that it currently owns or has the right to
acquire through the conversion or exchange of other securities that it
owns; and (2) enter into arrangements with the broker-dealers through which
such securities are sold

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

(1)/ "Margin" is the fraction of the value of the contract that the Fund must
actually deposit in order to invest in a futures contract. The use of
margin creates "leverage," which provides an opportunity for greater total
return but correspondingly increases the risk of loss. The margin deposit
requirement applicable to futures contracts is generally only 10% or less
of the value of the contract. For comparison, the margin deposit
requirementapplicable to securities is generally 50%. The Fund does not
purchase securities on margin.

(2)/ A call option is "in-the-money" if it can be exercised at a price less
than the current trading price of the underlying security. A put option
is "in-the-money" if it can be exercised at a price greater than the
current trading price of the underlying security.

B-5

<PAGE>

short to receive income with respect to the proceeds of short sales during
the period the Fund's short positions remain open. The Fund may make short
sales of securities only if at all times when a short position is open the
Fund owns an equal amount of such securities or securities convertible into
or exchangeable for, without payment of any further consideration,
securities of the same issue as, and equal in amount to, the securities
sold short.

In a short sale against the box, the Fund does not deliver from its
portfolio the securities sold and does not receive immediately the proceeds
from the short sale. Instead, the Fund borrows the securities sold short
from a broker-dealer through which the short sale is executed, and the
broker-dealer delivers such securities, on behalf of the Fund, to the
purchaser of such securities. Such broker-dealer is entitled to retain the
proceeds from the short sale until the Fund delivers to such broker-dealer
the securities sold short. In addition, the Fund is required to pay to the
broker-dealer the amount of any dividends paid on shares sold short.
Finally, to secure its obligation to deliver to such broker-dealer the
securities sold short, the Fund must deposit and continuously maintain in a
separate account with the Fund's custodian an equivalent amount of the
securities sold short or securities convertible into or exchangeable for
such securities without the payment of additional consideration. The Fund
is said to have a short position in the securities sold until it delivers
to the broker-dealer the securities sold, at which time the Fund receives
the proceeds of the sale. The Fund may close out a short position by
purchasing on the open market and delivering to the broker-dealer an equal
amount of the securities sold short, rather than by delivering portfolio
securities.

Short sales may protect the Fund against the risk of losses in the value of
its portfolio securities because any unrealized losses with respect to such
portfolio securities should be wholly or partially offset by a
corresponding gain in the short position. However, any potential gains in
such portfolio securities should be wholly or partially offset by a
corresponding loss in the short position. The extent to which such gains
or losses are offset will depend upon the amount of securities sold short
relative to the amount the Fund owns, either directly or indirectly, and,
in the case where the Fund owns convertible securities, changes in the
conversion premium.

Short sale transactions of the Fund involve certain risks. If the price of
the security sold short increases between the time of the short sale and
the time the Fund replaces the borrowed security, the Fund will incur a
loss and if the price declines during this period, the Fund will realize a
short-term capital gain. Any realized short-term capital gain will be
decreased, and any incurred loss increased, by the amount of transaction
costs and any premium, dividend or interest which the Fund may have to pay
in connection with such short sale. In determining the number of shares to
be sold short against the Fund's position in the convertible securities,
the anticipated fluctuation in the conversion premiums is considered. The
Fund will also incur transaction costs in connection with short sales.
Certain provisions of the Internal Revenue Code may limit the degree to
which the Fund is able to enter into short sales. See "Taxation." The
Fund does not currently expect that more than 40% of the Fund's total
assets would be involved in short sales against the box.

REPURCHASE AGREEMENTS

As part of its strategy for the temporary investment of cash, the Fund may
enter into "repurchase agreements" or "reverse repurchase agreements"
pertaining to U.S. Government securities with member banks of the Federal
Reserve System or primary dealers (as designated by the Federal Reserve
Bank of New York) in such securities. A repurchase agreement arises when
the Fund purchases a security and simultaneously agrees to resell it to the
vendor at an agreed upon future date. The resale price is greater than the
purchase price, reflecting an agreed upon market rate of return that is
effective for the period of time the Fund holds the security and that is
not related to the coupon rate on the purchased security. Such agreements
generally have maturities of no more than seven days and could be used to
permit the Fund to earn interest on assets awaiting long term investment.
The Fund requires continuous maintenance by the custodian for the Fund's
account in the Federal Reserve/Treasury Book Entry System of collateral in
an amount equal to, or in excess of, the market value of the securities
that are the subject

B-6

<PAGE>

of a repurchase agreement. The Fund does not intend to invest in
repurchase agreements maturing in more than seven days, which are
considered illiquid securities.

In a reverse repurchase agreement, the Fund temporarily transfers
possession of an instrument to another party, such as a bank or
broker-dealer, in return for cash. At the same time, the Fund agrees to
repurchase the instrument at an agreed upon time (normally within seven
days) and price, including interest payment. At all times that a reverse
repurchase agreement is outstanding, the Fund will maintain cash and liquid
securities in a segregated account at its custodian bank with a value at
least equal to its obligation under the agreement. Securities and other
assets held in the segregated account may not be sold while the reverse
repurchase agreement is outstanding, unless other suitable assets are
substituted. Reverse repurchase agreements are included in the Fund's
fundamental limitations regarding borrowings, and may only be entered into
for temporary or emergency purposes.

LENDING PORTFOLIO SECURITIES

In order to generate additional income, the Fund may from time to time lend
securities from its portfolio with a value not exceeding 5% of its net
assets, to brokers, dealers and financial institutions such as banks and
trust companies for which it will receive collateral in cash, U.S.
Government securities or irrevocable letters of credit that will be
maintained in an amount equal to at least 100% of the current market value
of the loaned securities. Cash collateral will be invested in short term
securities, which will increase the current income of the Fund. Such loans
will be terminable at any time. The Fund will have the right to regain
record ownership of loaned securities to exercise beneficial rights such as
voting rights and rights to interest or other distributions. The Fund may
pay reasonable fees to persons unaffiliated with the Fund for services in
arranging such loans. The lending of portfolio securities exposes the Fund
to the risk of failure by the borrower to return the securities involved in
such transactions, in which event the Fund may incur a loss. In an effort
to reduce that risk, the Adviser will monitor the creditworthiness of the
firms to which the Fund lends portfolio securities.

INVESTMENT RESTRICTIONS

The Fund operates under the following investment restrictions. The Fund
may not (except as indicated):

(i) as to 75% of its assets, invest more than 5% of its total assets,
taken at market value at the time of a particular purchase, in the
securities of any one issuer, except that this restriction does not apply
to securities issued or guaranteed by the United States Government or its
agencies or instrumentalities;

(ii) acquire more than 10%, taken at the time of a particular purchase, of
the outstanding voting securities of any one issuer;

(iii) act as an underwriter of securities, except insofar as it may be
deemed an underwriter for purposes of the Securities Act of 1933 on
disposition of securities acquired subject to legal or contractual
restrictions on resale;

(iv) 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), commodities or
commodity contracts (except that it may enter into futures and options on
futures);

(v) make loans, but this restriction shall not prevent the Fund from (a)
investing in debt obligations, (b) investing in repurchase agreements or
(c) lending portfolio securities;

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

(3)/ In addition, as long as Fund shares are qualified for sale in Texas,
the Fund will not invest in interests in real estate limited
partnerships.

B-7

<PAGE>

(vi) borrow, except that the Fund may (a) borrow up to 5% of its total
assets, taken at market value at the time of such borrowing, as a temporary
measure for extraordinary purposes, but not to increase portfolio income
(reverse repurchase agreements shall be considered borrowings for purposes
of this restriction) and (b) enter into transactions in options;

(vii) invest in a security if more than 25% of its total assets (taken at
market value at the time of a particular purchase) would be invested in the
securities of issuers in any particular industry, except that this
restriction does not apply to securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities; or

(viii) issue any senior security.

Restrictions (i) through (viii) are fundamental policies and may not be
changed without the approval of a "majority" of the outstanding shares of
the Fund, which for this purpose means the approval of the lesser of (a)
more than 50% of the outstanding voting securities of the Fund or (b) 67%
or more of the outstanding shares if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at the meeting by
proxy.

In addition to the fundamental restrictions listed above, the Fund may not:

(a) invest in interests in oil, gas, or other mineral exploration or
development programs or puts, calls, straddles, spreads, or any combination
thereof (except that the Fund may enter into transactions in options,
futures and options on futures);

(b) invest in shares of other investment companies except in connection
with a merger, consolidation or acquisition of assets, or in the open
market involving no commission or profit to a sponsor or dealer (other than
the usual and customary broker's commission);(4)

(d) purchase securities on margin (except for use of such short-term
credits as are necessary for the clearance of transactions, including
transactions in options, futures and options on futures), or participate on
a joint or a joint and several basis in any trading account in securities,
except in connection with transactions in options, futures and options on
futures;

(e) make short sales of securities unless the Fund owns an equal amount of
such securities, or owns securities that are convertible or exchangeable,
without payment of further consideration, into an equal amount of such
securities;

(f) purchase or hold securities of an issuer if 5% of the securities of
such issuer are owned by those officers, directors, or trustees of the
Trust or of its investment adviser who each own beneficially more than 1/2
of 1% of the securities of that issuer;

(g) purchase illiquid securities or securities of issuers (other than
issuers of Federal agency obligations) which, including their predecessors,
have been in operation for less than three years, if by reason of such
purchase the value of the Fund's aggregate investment in such securities
would exceed 5% of its total assets;

(h) mortgage, pledge, or hypothecate in excess of 5% of the Fund's total
assets (taken at cost), except as may be necessary in connection with
options, futures, and options on futures;

- ---------------------------
(4) The Fund does not currently intend to invest in the shares of other
investment companies.

B-8

<PAGE>

(i) invest more than 5% of the Fund's net assets (valued at time of
purchase) in warrants, other than those acquired in units or attached to
other securities;(5)

(j) write an option on a security unless the option is issued by the
Options Clearing Corporation, an exchange or similar entity; or buy or sell
an option on a security unless the option is offered through the facilities
of a recognized securities association or listed on a recognized exchange
or similar entity;

(k) buy or sell a futures contract, or an option on a futures contract,
unless the futures contract or the option on the futures contract is
offered through the facilities of a recognized securities association or
listed on a recognized exchange or similar entity;

(l) invest more than 5% of its total assets in securities of issuers which
the Fund is restricted from selling to the public without registration
under the Securities Act of 1933 (6); or

(m) invest more than 5% of its net assets (valued at time of purchase) in
securities of foreign issuers (other than securities represented by
American Depository Receipts (ADRs) and securities guaranteed by a U.S.
person).

Restrictions (a) through (m) may be changed by the board of trustees
without shareholder approval.

MANAGEMENT

TRUSTEES AND OFFICERS

Set forth below is information about the trustees and officers of the Trust.

Name and Position(s) Principal Occupation(s)
Business Address with Trust During Past Five Years
- ---------------- ----------- -----------------------
<S> <C> <C>

Richard H. Burgess (1) Trustee, Compliance Field Auditor,
One Oakbrook Terrace, Suite 708 Assistant Secretary and December 31, 1995 to present,
Oakbrook Terrace, Illinois 60181 Assistant Treasurer Vice President, prior thereto,
Dreher & Associates, Inc.

Patricia M. Ellington (1) Trustee and Vice President, Dreher &
One Oakbrook Terrace, Suite 708 Vice President Associates, Inc.; Assistant
Oakbrook Terrace, Illinois 60181 Secretary and Assistant
Treasurer, Integrated Financial
Services, Inc., since 1988.

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

(5) In addition, as long as Fund shares are qualified for sale in Texas,
the Fund will not invest more than 2% of its net assets in warrants not
listed on the New York or American stock exchanges.

(6) The Fund does not currently intend to invest in restricted securities.

B-9

<PAGE>

Name and Position(s) Principal Occupation(s)
Business Address with Trust During Past Five Years
- ---------------- ----------- -----------------------
<S> <C> <C>

Dennis J. Hiffman (2) Trustee Vice Chairman, Hiffman Shaffer
180 North Wacker Drive, Suite 500 Associates, Inc. (commercial and
Chicago, Illinois 60606 industrial real estate
development, management and
brokerage).

Harold D. McAninch (2) Trustee Consultant; Interim President,
73 Bluebird Lane Dundalk Community College, June
Naperville, Illinois 60565 1994 to present; prior thereto,
President, College of DuPage
(community college).

Alan L. Zable (2) Trustee Consultant since January 1, 1995;
270 Indiana Street prior thereto, Senior Vice
Elmhurst, Illinois 60126 President and Treasurer, Midwest
Stock Exchange, Incorporated.

James A. Dreher Chairman President, Integrated Financial
One Oakbrook Terrace, Suite 708 Services, Inc., and President,
Oakbrook Terrace, Illinois 60181 Dreher & Associates, Inc.

Nicholas J. Biscan President Vice President, Integrated
One Oakbrook Terrace, Suite 708 Financial Services, Inc., since
Oakbrook Terrace, Illinois 60181 1990; Director of Investment
Analysis, Dreher & Associates,
Inc.; President, Sunrise
Resources (oil and gas
exploration and marketing).

Linda M. Kozak Secretary and Secretary and Treasurer, Dreher &
One Oakbrook Terrace, Suite 708 Treasurer Associates, Inc.; Secretary and
Oakbrook Terrace, Illinois 60181 Treasurer, Integrated Financial
Services, Inc. and Dreher
Insurance Services, Inc.

</TABLE>

- ----------------------
(1) Mr. Burgess and Ms. Ellington are trustees who are "interested
persons" of the Trust as defined in the Investment Company Act of
1940 (the "1940 Act") and are members of the executive committee of
the board of trustees which has authority during intervals between
meetings of the board of trustees to exercise the powers of the
board.

(2) Messrs. Hiffman, McAninch and Zable are members of the audit
committee of the board of trustees, which makes recommendations
regarding the selection of the Trust's independent auditors and
meets with representatives of the independent auditors to determine
the scope and review the results of each audit.

B-10

<PAGE>

At December 31, 1995, the trustees and officers of the Trust owned
beneficially 39,187 shares of the Fund, or 6% of the Fund's outstanding
shares. As of December 31, 1995, no person was known by the Fund to own
beneficially 5% or more of the outstanding shares of the Fund. The
following persons, collectively, may be deemed to own beneficially 5% or
more of the outstanding shares of the Fund:

Outstanding Shares Owned
-------------------------
Number Percent
------ -------

<S> <C> <C>
Ertl & Ertl Profit Sharing Trust 27,230 4.2%
40 South Clay Street
Hinsdale, IL 60521

Jeanette Ertl* 18,028 2.8%
644 West 58th Street
Hinsdale, IL 60521

John W. Ertl* 565 2.4%
817 West 58th Street
Hinsdale, IL 60521

Rosemarie Ertl* 5,760 0.9%
817 West 58th Street
Hinsdale, IL 60521

</TABLE>

INVESTMENT ADVISORY SERVICES

Management and investment advisory services are provided to the Fund by
Integrated Financial Services, Inc. (the "Adviser") pursuant to an
Investment Advisory Agreement (the "Agreement") dated January 14, 1991.
See the prospectus - "Management of the Fund--The Adviser and Distributor."
The Fund pays the Adviser a fee accrued daily and paid monthly at the
annual rate of 1.00% of the first $250 million of the Fund's average daily
net assets and .75% of the Fund's average daily net assets in excess of
$250 million.

The Agreement will remain in effect until January 13, 1997, and from year
to year thereafter so long as such continuation is approved at least
annually by (1) the board of trustees or the vote of a majority of the
outstanding voting securities of the Fund, and (2) a majority of the
trustees who are not interested persons of any party to the Agreement, cast
in person at a meeting called for the purpose of voting on such approval.
The Agreement may be terminated at any time, without penalty, by either the
Trust or the Adviser upon sixty days' written notice, and is automatically
terminated in the event of its assignment as defined in the 1940 Act.

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

* As trustees of the Ertl & Ertl Profit Sharing Trust (the "Trust"), each of
the named individuals may be considered a beneficial owner of the
shares held by the Trust.

B-11

<PAGE>

EXPENSES

Subject to the expense limitations described below, the Fund pays all its
own operating expenses that are not specifically assumed by the Adviser,
including (i) fees of the investment adviser; (ii) interest, taxes and any
governmental filing fees; (iii) compensation and expenses of the trustees,
other than those who are interested persons of the Trust, the investment
adviser or the distributor; (iv) legal, audit, custodial, fund accounting
and transfer agency fees and expenses; (v) fees and expenses related to the
organization of the Fund and registration and qualification of the Fund and
its shares under federal and state securities laws; (vi) expenses of
printing and mailing reports, notices and proxy material to shareholders,
and expenses incidental to meetings of shareholders; (vii) expenses of
preparing prospectuses and of printing and distributing them to existing
shareholders; (viii) insurance premiums; (ix) litigation and
indemnification expenses and other extraordinary expenses not incurred in
the normal course of the business of the Trust; (x) distribution expenses
pursuant to the Distribution Plan; and (xi) brokerage commissions and other
transaction-related costs.

The Adviser has agreed to reimburse the Fund to the extent that the total
annual expenses of the Fund, exclusive of taxes, interest, brokers'
commissions and other charges related to the purchase and sale of
securities and extraordinary litigation expenses, exceed the limits, if
any, prescribed by any state in which shares of the Fund are being sold or
are qualified for sale. The Trust believes that the most restrictive
expense limitation applicable to the Fund is currently 2-1/2% of the first
$30 million of average daily net assets of the Fund, 2% of the next $70
million of average daily net assets and 1-1/2% per year of average daily
net assets in excess of $100 million. In addition, the Adviser has
voluntarily undertaken to reimburse the Fund for any annual operating
expenses in excess of 2% of the Fund's average net assets through December
31, 1996.

During the fiscal years ended September 30, 1995, 1994, and 1993,
the Fund paid advisory fees of $59,467, $48,202, and $48,333, respectively,
but the Adviser waived fees or reimbursed expenses aggregating $39,545,
$50,672, and $44,546, respectively, pursuant to the expense limitation
undertaking.

DISTRIBUTOR

Dreher & Associates, Inc. ("Dreher"), a broker-dealer owned by Mr. Dreher
and Mr. Burgess, serves as distributor for the Fund, subject to change by a
majority of the "non-interested" trustees at any time. Dreher is located
at One Oakbrook Terrace, Suite 708, Oakbrook Terrace, Illinois 60181.
Dreher is responsible for all purchases, sales, redemptions and other
transfers of shares of the Fund without any charge to the Fund except the
fees paid to Dreher under the Distribution Plan. Dreher is also
responsible for all expenses incurred in connection with its performance of
services for the Fund, including, but not limited to, personnel, office
space and equipment, telephone, postage and stationery expenses. Dreher
receives commissions from sales of shares of the Fund which amounts are not
expenses of the Fund but represent sales commissions added to the net asset
value of shares purchased from the Fund.

Dreher has the exclusive right to distribute shares of the Fund in a
continuous offering through affiliated and unaffiliated dealers. The
obligation of Dreher is an agency or "best efforts" arrangement, which does
not obligate Dreher to sell any stated number of shares.

During the fiscal years ended September 30, 1995, 1994 and 1993, Dreher
received and retained commissions of $48,040, $6,210 and $9,457,
respectively.

Dreher also receives brokerage commissions for executing portfolio
transactions on behalf of the Fund. See "Portfolio Transactions."

B-12

<PAGE>

DISTRIBUTION PLAN

The Trust has adopted a plan pursuant to rule 12b-1 under the Investment
Company Act of 1940 (the "Plan"), whereby the Fund pays to Dreher &
Associates, Inc., the Fund's distributor ("Dreher"), fees accrued daily and
paid monthly at the aggregate annual rate of .50% of the Fund's average
daily net assets, consisting of a service fee of .25% of average daily net
assets and additional sales compensation of .25% of average daily net
assets.

From the payments made by the Fund to Dreher, Dreher pays service fees and
additional sales compensation to brokers that have signed selling group
agreements with Dreher and thereby participate in the distribution of Fund
shares and provide services to Fund shareholders. Payments to selling
group members are made at the same rates as the payments from the Fund to
Dreher - a service fee of .25% of the average daily net assets of the
accounts for which the selling group member performs shareholder servicing
and .25% of the average daily net asset value of those accounts as
additional sales compensation.

The board of trustees of the Trust has determined that a continuous cash
flow resulting from the sale of new shares is necessary and appropriate to
meet redemptions and to take advantage of buying opportunities without
having to make unwarranted liquidations of portfolio securities. The board
also considered that continuing growth in the size of the Fund would be in
the best interests of shareholders because increased size would allow the
Fund to realize certain economies of scale in its operations and would
likely reduce the proportionate share of expenses borne by each
shareholder. The board of trustees therefore determined that it would
benefit the Fund to have monies available for the direct distribution and
service activities of Dreher, as the Fund's distributor, in promoting the
continuous sale of the Fund's shares. The trustees, including the
non-interested trustees, concluded, in the exercise of their reasonable
business judgment and in light of their fiduciary duties, that there is a
reasonable likelihood that the Plan will benefit the Fund and its
shareholders.

The Plan has been approved by the board of trustees, including all of the
trustees who are not interested persons as defined in the 1940 Act. The
Plan must be approved annually by the board of trustees, including a
majority of the trustees who are non-interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plan
("non-interested trustees"), by a vote cast in person at a meeting called
for that purpose. So long as the Plan is in effect, it is required that
the selection and nomination of non-interested trustees be done by
non-interested trustees. The Plan may be terminated at any time, without
penalty, by either a majority vote of such trustees or by vote of a
majority of the Fund's outstanding shares, and shall terminate
automatically in the event of any act that terminates the distribution
agreement with Dreher. Any agreement related to the Plan, including any
distribution or service agreement, may be terminated in the same manner,
except that such termination must be on not more than sixty days' written
notice to any other party to such agreement. Any such related agreement
shall terminate automatically in the event of any act that terminates the
Plan or the distribution agreement with Dreher, or in the event of any act
that constitutes the assignment of any such related agreement. Any
distributor, dealer or institution may also terminate its distribution or
service agreement at any time upon written notice.

Neither the Plan nor any distribution or service agreement may be amended
to increase materially the amount spent for distribution or service
expenses or in any other material way without approval by a majority of the
outstanding shares of the Fund, and all such material amendments to the
Plan or any distribution or service agreement must also be approved by a
majority of the trustees of the Trust, including a majority of the
non-interested trustees, by a vote cast in person at a meeting called for
the purpose of voting on any such amendment.

Dreher is required to report in writing to the board of trustees at least
quarterly on the amounts and purpose of any payments made under the Plan
and any distribution or service agreement and the amount

B-13

<PAGE>

of expenses incurred by Dreher under the Plan, and, to furnish the board
with such other information as may reasonably be requested in order to
enable the board to make an informed determination of whether the Plan
should be continued.

During the year ended September 30, 1995, the Fund made payments to Dreher
pursuant to the Plan, and Dreher paid expenses in connection with the
distribution of Fund shares as shown below:

Distribution fees paid by Fund to Dreher: $ 29,734

Distribution expenses incurred by Dreher:
Fees reallowed to brokers $ 17,771
Employee Compensation 13,333
Printing - Quarterly reports to brokers 2,050
Printing - Prospectus 2,130
Printing - Other 2,819
Postage 402
Other marketing expenses 184

Total Expenses $ 38,104

PURCHASING AND REDEEMING SHARES

Purchases and redemptions are discussed in the Fund's prospectus under the
headings "How to Purchase Shares" and "How to Redeem Shares." All of that
information is incorporated herein by reference.

NET ASSET VALUE. For purposes of this computation, portfolio securities,
including options, that are traded on a national securities exchange or in
the over-the-counter market are valued at the last current reported sales
price, or lacking any current reported sale on that day, at the mean of the
most recently quoted bid and asked prices. Each outstanding futures
contract is valued at the official settlement price for the contract on the
exchange on which the contract is traded, except that if the market price
of the contract has increased or decreased by the maximum amount permitted
on the valuation date ("up or down the limit"), the contract is valued at a
fair value as described below. Short-term obligations with maturities of
60 days or less are valued at amortized cost.

When market quotations are not readily available for the Fund's securities,
such securities are valued at a fair value following procedures approved by
the board of trustees. These procedures include determining fair value on
the basis of valuations furnished by pricing services approved by the board
of trustees, which include market transactions for comparable securities
and various relationships between securities which are generally recognized
by institutional traders, as well as on the basis of appraisals received
from a pricing service using a computerized matrix system, or appraisals
derived from information concerning the securities or similar securities
received from recognized dealers in those securities.

The Fund's net asset value is determined only on days on which the New York
Stock Exchange is open for trading. That Exchange is regularly closed on
Saturdays and Sundays and on New Year's Day, the third Monday in February,
Good Friday, the last Monday in May, Independence Day, Labor Day,
Thanksgiving and Christmas. If one of these holidays falls on a Saturday
or Sunday, the Exchange will be closed on the preceding Friday or the
following Monday, respectively.

B-14

<PAGE>

REDEMPTION IN KIND. The Fund has elected to be governed by Rule 18f-1
under the Investment Company Act of 1940 pursuant to which it is obligated
to redeem shares solely in cash up to the lesser of $250,000 or 1% of the
net asset value of the Fund during any 90-day period for any one
shareholder. Redemptions in excess of these amounts will normally be paid
in cash, but may be paid wholly or partly by a distribution in kind of
securities.

PERFORMANCE INFORMATION

From time to time the Fund may quote total return figures. "Total Return"
for a period is the percentage change in value during a period of an
investment in Fund shares, including the value of shares acquired through
reinvestment of all dividends and capital gains distributions. Total
Return may also be described as the cumulative percentage change in value,
assuming reinvestment of all dividends and distributions. "Average Annual
Total Return" is the average annual compounded rate of change in value
represented by the Total Return for the period.

Average Annual Total Return will be computed as follows:

ERV = P(1+T)n
Where: P = a hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
investment made at the beginning of the period,
at the end of the period (or fractional portion
thereof)

The figures quoted will assume reinvestment of all dividends and
distributions. Quotations of Average Annual Total Return will take into
account the effect of any sales charge on the amount available for
investment or redemption, at the maximum rate in effect on the date of the
quotation; quotations of Total Return will indicate whether or not the
effect of the sales charge is included. Income taxes payable by
shareholders will not be taken into account. For example, Average Annual
Total Return and Total Return for the Fund for various periods ended
September 30, 1995 are shown below:

Total Return Total Return
Average Annual with without
Period Total Return Sales Charge Sales Charge
------ ------------ ------------ ------------
<S> <C> <C> <C>

1 year............................. 35.8% 35.8% 37.9%
3 years............................ 17.9% 63.7% 66.2%
Life of fund....................... 14.7% 90.5% 93.4%
(beginning January 22, 1991)

</TABLE>

B-15

<PAGE>

The performance of the Fund is a result of conditions in the securities
markets, portfolio management, and operating expenses. Although
information such as yield and total return is useful in reviewing the
Fund's performance and in providing some basis for comparison with other
investment alternatives, it should not be used for comparison with other
investments using different reinvestment assumptions or time periods.

In advertising and sales literature, the Fund's performance may be compared
with that of market indices and other mutual funds. The Fund might also
use comparative performance as computed in a ranking determined by Lipper
Analytical Services, Inc. ("Lipper"), an independent service that monitors
the performance of over 2,000 mutual funds, or that of another service.

In advertising and sales literature, the performance of the Fund may be
compared with that of other mutual funds, indexes or averages of other
mutual funds, indexes of related financial assets or data, and other
competing investment and deposit products available from or through other
financial institutions. The composition of these indexes or averages
differs from that of the Fund. Comparison of the Fund to an alternative
investment should consider differences in features and expected performance.

All of the indexes and averages noted below will be obtained from the
indicated sources or reporting services, which the Fund generally believes
to be accurate. The Fund may also note its mention in newspapers,
magazines, or other media from time to time. However, the Fund assumes no
responsibility for the accuracy of such data.

The Fund may compare its performance to the Consumer Price Index (All
Urban), a widely recognized measure of inflation. The performance of the
Fund may also be compared to the following indexes or averages:

<TABLE>

<S> <C>
Dow-Jones Industrial Average New York Stock Exchange Composite Index
Standard & Poor's 500 Stock Index American Stock Exchange Composite Index
Standard & Poor's 400 Industrials NASDAQ Composite
Wilshire 5000 NASDAQ Industrials
(These indexes are widely recognized indicators (These indexes generally reflect the
of general U.S. stock market results.) performance of stocks traded in the
indicated markets.)

</TABLE>

In addition, the Fund may compare its performance to:

Value Line Index
(Widely recognized indicator of the
performance of small- and medium-
sized company stocks.)
Lipper Capital Appreciation Fund Average
Lipper Growth Funds Average
Lipper Small Company Growth Funds Average
Lipper General Equity Funds Average
Lipper Equity Funds Average
Lipper Small Company Growth Fund Index

Lipper Small Company Growth Fund Index reflects the net asset value
weighted total return of the largest thirty growth funds as calculated and
published by Lipper.

B-16
<PAGE>

The Lipper averages are unweighted averages of total return performance of
mutual funds as classified, calculated and published by Lipper. The Fund
may also use comparative performance as computed in a ranking by Lipper or
category averages and rankings provided by another independent service.
Should Lipper or another service reclassify the Fund to a different
category or develop (and place the Fund into) a new category, the Fund may
compare its performance or ranking against other funds in the newly
assigned category, as published by the service. Moreover, the Fund may
compare its performance or ranking against all funds tracked by Lipper or
another independent service.

To illustrate the historical returns on various types of financial assets,
the Fund may use historical data provided by Ibbotson Associates, Inc.
("Ibbotson"), a Chicago-based investment firm. Ibbotson constructs (or
obtains) very long-term (since 1926) total return data (including, for
example, total return indexes, total return percentages, average annual
total returns and standard deviations of such returns) for the following
asset types:

Common stocks
Small company stocks
Long-term corporate bonds
Long-term government bonds
Intermediate-term government bonds
U.S. Treasury bills
Consumer Price Index

PORTFOLIO TRANSACTIONS

See "Management of the Fund - The Adviser and Distributors" and "Portfolio
Transactions" in the Prospectus.

Portfolio transactions on behalf of the Fund effected on stock exchanges
involve the payment of negotiated brokerage commissions. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Fund usually includes
an undisclosed dealer commission or mark-up. In underwritten offerings,
the price paid by the Fund includes a disclosed, fixed commission or
discount retained by the underwriter or dealer.

In executing portfolio transactions, the Adviser uses its best efforts to
obtain for the Fund the most favorable price and execution available. In
seeking the most favorable price and execution, the Adviser considers all
factors it deems relevant, including price, the size of the transaction,
the nature of the market for the security, the amount of commission, the
timing of the transaction taking into account market prices and trends, the
execution capability of the broker-dealer and the quality of service
rendered by the broker-dealer in other transactions.

The trustees have determined that portfolio transactions for the Fund may
be executed through Dreher if, in the judgment of the Adviser, the use of
Dreher is likely to result in prices and execution at least as favorable to
the Fund as those available from other qualified brokers and if, in such
transactions, Dreher charges the Fund commission rates consistent with
those charged by Dreher to comparable unaffiliated customers in similar
transactions. The board of trustees, including a majority of the trustees
who are not "interested" trustees, has adopted procedures that are
reasonably designed to provide that any commissions, fees or other
remuneration paid to Dreher are consistent with the foregoing standard.
The Fund will not effect principal transactions with Dreher. It is expected
that all or a significant portion of the Fund's portfolio transactions will
be executed through Dreher. In executing portfolio transactions through
Dreher, the Fund will be subject to, and intends fully to comply with,
section 17(e) of the Investment Company Act of 1940 and the rules
thereunder.

B-17

<PAGE>

During the years ended September 30, 1995, 1994 and 1993, the Fund paid
total brokerage commissions on purchases and sales of securities (not
including the gross underwriting spread on securities purchased in
underwritten offerings) of $14,032, $12,619 and $15,575, respectively, all
of which was paid to Dreher, which executed all of the Fund's transactions
as to which commissions were paid.

TAXATION

The following is only a summary of certain tax considerations affecting the
Fund and its shareholders. No attempt is made to present a detailed
explanation of the tax treatment of the Fund or its shareholders, and the
discussion here is not intended as a substitute for careful tax planning.
Investors are urged to consult their tax advisers with specific reference
to their own tax situations.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY. The Fund intends to
continue to qualify, as it did in its last fiscal year, as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"). As a regulated investment company, the Fund will
be exempt from Federal income tax on its net investment income and capital
gains that it distributes to shareholders, provided that it distributes at
least 90% of its investment company taxable income (net investment income
and the excess of net short-term capital gain over net long-term capital
loss) for the year (the "Distribution Requirement") and satisfies certain
other requirements of the Code described below. Distributions of
investment company taxable income made during the taxable year or, under
certain specified circumstances, after the close of the taxable year will
satisfy the Distribution Requirement.

In addition to satisfaction of the Distribution Requirement, the Fund must
(1) derive at least 90% of its gross income from dividends, interest,
certain payments with respect to securities loans, gains from the sale or
other disposition of stock or securities and other income derived with
respect to its business of investing in such stock or securities (the
"Income Requirement"); and (2) derive less than 30% of its gross income
(exclusive of certain offsetting gains from "designated hedge" transactions
that are described below) from the sale or other disposition of stock,
securities (as defined in Section 2(a)(36) of the 1940 Act) or options held
for less than three months (the "Short-Short Test").

In addition, the Fund must diversify its holdings so that, at the close of
each quarter of its taxable year, at least 50% of the value of its assets
consists of cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and securities of other issuers (as
to which the Fund has not invested more than 5% of the value of its total
assets in securities of such issuer and as to which the Fund does not hold
more than 10% of the outstanding voting securities of such issuer), and no
more than 25% of the value of its total assets may be invested in the
securities of any one issuer (other than U.S. Government securities and
securities of other regulated investment companies), or of two or more
issuers which the Fund controls and which are engaged in the same or
similar trades or businesses (the "Diversification Requirement"). This
Diversification Requirement is in addition to the diversification standard
the Fund must meet under fundamental investment restriction (i). See
"Investment Restrictions."

Because of the Short-Short Test, the Fund may have to limit the sale of
appreciated (but not depreciated) securities that it has held for less than
three months. The short sale (including for this purpose the acquisition
of a put option) of (1) stock or securities held on the date of the short
sale or acquired after the short sale and on or before the date of closing
thereof or (2) stock or securities which are "substantially identical" to
stock or securities held on the date of the short sale or acquired after
the short sale and on or before the date of the closing thereof may reduce
the holding period of such stock or securities for purposes of the
Short-Short Test.

B-18

<PAGE>

Any increase in value of a position that is part of a "designated hedge"
will be offset by any decrease in value (whether realized or not) of the
offsetting hedging position during the period of such hedge for purposes of
the Short-Short Test. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of the Short-Short
Test. The Fund anticipates engaging in hedging transactions that qualify
as designated hedges. However, because of the failure of the U.S. Treasury
to promulgate regulations as authorized by the Code, it is not clear at the
present time whether this treatment will be available to all of the Fund's
hedging transactions. To the extent the Fund's transactions do not qualify
as designated hedges, the Fund's investments in short sales, options or
other transactions may be limited.

The Fund's option and hedging activities are subject to special provisions
of the Code that may, among other things, limit the use of losses of the
Fund and affect the holding period of the securities held by the Fund and
the nature of the income realized by the Fund. These provisions may also
require the Fund to mark-to-market some of the positions in its portfolio
(i.e., treat them as if they were closed out), which may cause the Fund to
recognize income without the cash to distribute such income. The Fund and
its shareholders may recognize taxable income as a result of the Fund's
hedging activities, a portion of which may be treated as long-term capital
gains. The Fund will monitor its transactions and may make certain tax
elections in order to mitigate the effect of these rules and prevent
disqualification of the Fund as a regulated investment company.

TAXATION OF DISTRIBUTIONS. The Fund distributes substantially all of its
net investment income and net short-term capital gains for any taxable
(i.e., fiscal) year. Distributions will be taxable to shareholders as
described below, regardless of whether such distributions are paid in cash
or are reinvested in shares. Shareholders receiving a distribution from
the Fund in the form of additional shares will generally be treated as
receiving a taxable distribution in an amount equal to the fair market
value of the shares received on the distribution date and will take a tax
basis for such shares equivalent to the amount deemed to have been
distributed to them. The Fund intends to distribute to shareholders its
excess of net long-term capital gain over net short-term capital loss ("net
capital gain") for each taxable year as a capital gain dividend. A capital
gain dividend will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his shares,
whether the net capital gain distributed by the Fund was recognized prior
to the date on which a shareholder acquired shares and whether the
distribution was paid in cash or reinvested in shares. The aggregate
amount of distributions designated by the Fund as capital gain dividends
may not exceed the net capital gain of the Fund for any taxable year,
determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following
taxable year.

Dividends (whether received in cash or reinvested in shares) will generally
be subject to taxation when received. Dividends declared in October,
November or December of any year accruing to shareholders of record on a
specified date in such a month, however, will be deemed to have been
received by the shareholders and paid by the Fund on December 31 of such
year, if such dividends are paid during January of the following year.

The Fund is required in certain cases to withhold and remit to the United
States Treasury 31% of dividends paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all,
(2) who is subject to backup withholding by the Internal Revenue Service
for failure to report the receipt of interest or dividend income properly,
or (3) who has failed to certify to the Fund that such shareholder is not
subject to backup withholding or that such shareholder is an "exempt
recipient."

Shareholders will be advised annually as to the U.S. Federal income tax
consequences of distributions made during the year.

B-19

<PAGE>

CORPORATE INVESTORS. In the case of corporate shareholders, a portion of
Fund distributions (other than capital gain dividends) for any taxable year
generally is expected to qualify for the 70% dividends received deduction
for regular Federal income tax purposes to the extent of the gross amount
of eligible dividends received by the Fund for the year with respect to
stock that has been held for more than 45 days (more than 90 days in the
case of certain preferred stock). Legislation has been introduced from
time to time to reduce the percentage of dividends entitled to the
dividends received deduction; however, it is not known whether Congress
will consider any such legislation in the near future. The Fund's
investment policies may affect the availability of the dividends received
deduction with respect to dividends paid on certain stocks in the Fund's
portfolio. For example, the holding period of any dividend paying stock
will not be deemed to include any day more than 45 days (or more than 90
days in the case of certain preferred stock) after the date on which the
stock becomes ex-dividend or any period in which the Fund holds a put
option on, has contracted to sell, or has made but not closed a short sale
of, "substantially identical" stock or securities. Convertible bonds or
convertible preferred stock may be deemed "substantially identical" to
common stock for purposes of this rule. The Fund will provide a statement
annually to shareholders of the amount of dividends eligible for the
dividends received deduction.

Corporate investors should also note that although the dividends received
deduction is available to reduce regular corporate Federal income tax
liability, any amount so deducted may increase the tax base upon which the
corporate alternative minimum tax and environmental tax is imposed.

CUSTODIAN

United Missouri Bank, N.A. is the custodian for the Trust. It is
responsible for holding all cash and securities of the Fund, directly or
through a book entry system, delivering and receiving payment for
securities sold by the Fund, receiving and paying for securities purchased
by the Fund, collecting income from investments of the Fund and performing
other duties, all as directed by authorized persons of the Trust. The
custodian does not exercise any supervisory functions in such matters as
the purchase and sale of securities by the Fund, payment of dividends or
payment of expenses of the Fund.

TRANSFER AGENT

Jones and Babson, Inc. ("JBI") is the Fund's transfer agent and dividend
disbursing agent. JBI records all sales, transfers and redemptions of
shares of the Fund, disburses dividends of the Fund and performs other
recordkeeping functions. JBI is responsible for all personnel, office
space and equipment expenses related to the performance of these services
for the Fund. The Fund pays all other out-of-pocket expenses, including
postage, mailing and stationery expenses.

FUND ACCOUNTING SERVICES

United Missouri Bank, N.A. ("UMB"), the Fund's custodian, provides
financial and accounting services, including portfolio accounting and
calculation of the Fund's net asset value per share, preparation of
financial statements and creation and maintenance of the related books and
records. UMB furnishes, at its own expense, the personnel and facilities
necessary to perform its duties. UMB receives from the Fund (a) a base fee
of $600 per month and (b) a fee accrued daily and paid monthly at the
annual rate of .03% of the Fund's average daily net assets up to and
including $100 million, .02% of average daily net assets in excess of $100
million, but not more than $350 million, .01% of average daily net assets
in excess of $350 million, but not more than $1 billion, and .005% of
average daily net assets in excess of $1 billion. For the fiscal years
ended September 30, 1995, 1994 and 1993, fees paid by the Fund for
financial and accounting services totalled $11,654, $11,609 and $12,212
respectively. Fees for periods prior to April 1, 1994 were paid to the
Fund's prior accounting agent.

B-20

<PAGE>

INDEPENDENT AUDITORS

Ernst & Young, LLP, Sears Tower, 233 South Wacker Drive, Chicago, Illinois
60606, audits and reports on the Fund's annual financial statements,
reviews certain regulatory reports and the Fund's Federal income tax
returns, and performs other professional accounting, tax and advisory
services when engaged to do so by the Fund.

FINANCIAL STATEMENTS

The Fund's annual report to shareholders for the year ended September 30,
1995, a copy of which accompanies this statement of additional information,
contains financial statements, notes thereto, supplementary information
entitled "Financial Highlights" and a report of independent auditors, all
of which (but no other part of the annual report) is incorporated herein by
reference.

B-21

<PAGE>

PART C OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS:

(i) Financial statements included in Part A of
this registration statement: Financial Highlights.

(ii) Financial statements included in Part B of
this registration statement:

UNIVERSAL CAPITAL GROWTH FUND (Incorporated by reference from
registrant's annual report to shareholders for the year
ended September 30, 1995; a copy of that report is attached
hereto but, except for those portions incorporated by
reference, is furnished for the information of the
Commission and is not deemed to be filed as part of this
registration statement):

Report of independent auditors
Portfolio of investments - September 30, 1995
Statement of assets and liabilities -
September 30, 1995
Statement of operations for the year ended
September 30, 1995
Statement of Changes in Net Assets for the years ended
September 30, 1995 and 1994
Notes to financial statements

Schedules II, III, IV and V are omitted as the required
information is not present.

Schedule I has been omitted as the required information
is presented in the Portfolio of Investments at
September 30, 1995.

(iii) Financial Statements included in Part C of this
amendment: None

(b) EXHIBITS:

1.1 (Ex 99.B1A) Agreement and declaration of trust

1.2 (Ex 99.B1B) Amendment no. 1 to Agreement and Declaration of Trust

2 (Ex 99.B2) Bylaws, as amended

3 None

4 (Ex 99.B4) Form of share certificate for series designated Universal
Capital Growth Fund

5 (Ex 99.B5) Investment advisory agreement with Integrated Financial
Services, Inc.

6.1 (Ex 99.B6A) Distribution agreement with Dreher & Associates, Inc.

C-1
<PAGE>

6.2 (Ex 99.B6B) Form of selling group agreement

7 None

8 (Ex 99.B8) Custody agreement with United Missouri Bank, N.A.

9.1 (Ex 99.B9A) Transfer agency agreement with Jones & Babson, Inc.

9.2 (Ex 99.B9B) Fund accounting agreement with United Missouri Bank, N.A.

10 (Ex 99.B10) Opinion of Goodwin, Procter & Hoar dated January 16, 1991

11 (Ex 99.B11) Consent of independent auditors

12 None

13.1 (Ex 99.B13A) Subscription agreement

13.2 (Ex 99.B13B) Organizational expense agreement

14 (Ex 99.B14) Universal Capital Investment Trust Individual Retirement
Account Prototype Plan, disclosure statement, and
application, as amended and restated April 19, 1994

15 (Ex 99.B15) Distribution (12b-1) plan

16 (Ex 99.B16) Schedule for computation of performance quotations

17 (Ex 99.B27) Financial Data Schedule

18 None

19 (Ex 99.B19) Account application

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The registrant does not consider that there are any persons
directly or indirectly controlling, controlled by, or under common control
with, the registrant within the meaning of this item. The information in the
prospectus under the captions "Management of the Fund - The Adviser and
Distributor" and in the Statement of Additional Information under the caption
"Management" is incorporated by reference.

Item 26. NUMBER OF HOLDERS OF SECURITIES

As of December 31, 1995 there were 650 record holders of the
series of registrant's shares designated Universal Capital Growth Fund.

Item 27. INDEMNIFICATION

Article VI of the agreement and declaration of trust of
registrant (exhibit 1 to the registrant's registration statement on form
N-1A, no. 33-37668, which is incorporated herein by reference) provides that
the Trust shall indemnify (from the assets of the Sub-Trust or Sub-Trusts in
question) each of its Trustees and officers (including persons who serve at
the Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a

C-2

<PAGE>

shareholder, creditor or otherwise [hereinafter referred to as a
"Covered Person"]) against all liabilities, including but not
limited to amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in connection
with the defense or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative or legislative
body, in which such Covered Person may be or may have been involved as a
party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, except with respect to any
matter as to which it has been determined in one of the manners described
below, that such covered Person (i) did not act in good faith in the
reasonable belief that such Covered Person's action was in or not opposed to
the best interests of the Trust or (ii) had acted with willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of such Covered Person's office (either and both of the conduct
described in (i) and (ii) being referred to hereafter as "Disabling
Conduct").

A determination that the Covered Person is not entitled to
indemnification due to Disabling Conduct may be made by (i) a final decision
on the merits by a court or other body before whom the proceeding was brought
that the person to be indemnified was not liable by reason of Disabling
Conduct, (ii) dismissal of a court action or an administrative proceeding
against a Covered Person for insufficiency of evidence of Disabling Conduct,
or (iii) a reasonable determination, based upon a review of the facts, that
the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of
a majority of a quorum of Trustees who are neither "interested persons" of
the Trust as defined in section 2(a)(19) of the Investment Company Act of
1940 nor parties to the proceeding, or (b) an independent legal counsel in a
written opinion. Expenses, including accountants' and counsel fees so
incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or penalties), may be
paid from time to time in advance of the final disposition of any such
action, suit or proceeding, provided that the Covered Person shall have
undertaken to repay the amounts so paid to the Sub-Trust in question if it is
ultimately determined that indemnification of such expenses is not authorized
under this Article VI and (i) the Covered Person shall have provided security
for such undertaking, (ii) the Trust shall be insured against losses arising
by reason of any lawful advances, or (iii) a majority of a quorum of the
disinterested Trustees who are not a party to the proceeding, or an
independent legal counsel in a written opinion, shall have determined, based
on a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the Covered Party ultimately
will be found entitled to indemnification.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, 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 a trustee, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities 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
issue.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The information in the prospectus in the first two paragraphs
under the caption "Management of the Fund -- The Adviser and Distributor" is
incorporated by reference. Neither the Adviser nor any of its directors or
officers has been engaged for its or his own account in any other business,
profession, vocation or employment of a substantial nature in the past two
fiscal years.

C-3
<PAGE>

Item 29. PRINCIPAL UNDERWRITERS

(a) None.

(b) Positions and Offices Positions and Offices
Name With Underwriter With Registrant
---- -------------------- ---------------------

James A. Dreher President Chairman

Patricia M. Ellington Vice President/ Trustee and
Operations Vice President

Richard H. Burgess Compliance Field Trustee, Assistant
Auditor Secretary and
Assistant Treasurer

Linda M. Kozak Secretary/Treasurer Secretary and
Treasurer
(c) Not applicable

Item 30. LOCATION OF ACCOUNTS AND RECORDS

Nicholas J. Biscan
Integrated Financial Services, Inc.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181

United Missouri Bank, N.A.
P.O. Box 419226
Kansas City, Missouri 64141
Attn: Lori Judd

Item 31. MANAGEMENT SERVICES

None

Item 32. UNDERTAKINGS

(a) Not applicable

(b) Not applicable

(c) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest
annual report to shareholders, upon request and without charge.

C-4

<PAGE>

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 amendment to the registration
statement pursuant to rule 485(b) under the Securities Act of 1933 and has
duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Oakbrook Terrace,
Illinois on January 30, 1996.

UNIVERSAL CAPITAL
INVESTMENT TRUST

By /s/ James A. Dreher
-------------------------
James A. Dreher, Chairman

Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated.

Name Title Date
--------- ---------- ---------

/s/ James A. Dreher Chairman (principal )
- --------------------------- executive officer) )
James A. Dreher )
)
)
/s/ Richard H. Burgess Trustee )
- --------------------------- )
Richard H. Burgess )
)
/s/ Patricia M. Ellington Trustee )
- --------------------------- )
Patricia M. Ellington )
)
/s/ Dennis J. Hiffman Trustee ) January 30, 1996
- --------------------------- )
Dennis J. Hiffman )
)
/s/ Harold D. McAninch Trustee )
- --------------------------- )
Harold D. McAninch )
)
/s/ Alan L. Zable Trustee )
- --------------------------- )
Alan L. Zable )
)
/s/ Linda M. Kozak Treasurer (principal )
- --------------------------- financial and )
Linda M. Kozak accounting officer) )

<PAGE>

PERFORMANCE DATA EXPLANATION

Performance data shown represents past performance and is not indicative of
future results. The principal value of an investment will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost.

This report is not authorized for distribution to prospective investors unless
preceded or accompanied by the fund's prospectus, which contains more complete
information regarding the fund's objectives, policies, and other information.

The graph below depicts the result of a $10,000 investment in the Universal
Capital Growth Fund from the inception of the fund on January 22, 1991 to
September 30, 1995 as compared to a theoretical investment of $10,000 in the
S&P 500 Index over the same time period. The results for the Universal Capital
Growth Fund assume an initial sales charge of 1.5% which is deducted from the
investment proceeds on the initial investment date.

Universal Capital Growth Fund and S&P 500 Index
Comparison of Change in Value of a $10,000 Investment
- ------------------------------------------------------

PERIOD $10,000 $10,000
S&P500 UCGF
Start 1/22/91 10,000.00 9,850.00
1/31/91-3/31/91 11,481.94 10,204.62
TO 6/30/91 11,456.68 9,987.97
TO 9/91 12,068.46 10,992.76
Dec-91 13,072.56 12,230.55
Mar-92 12,743.13 11,495.49
Jun-92 12,985.25 11,032.22
Sep-92 13,394.28 11,461.38
Dec-92 14,065.34 11,973.70
Mar-93 14,677.18 11,952.15
Jun-93 14,746.16 11,993.98
Sep-93 15,125.14 12,852.75
Dec-93 15,476.04 12,980.50
Mar-94 14,889.50 12,914.30
Jun-94 14,952.04 11,853.65
Sep-94 15,681.745 13,814.48
Dec-31 15,671.40 14,007.89
Mar-95 17,196.22 15,120.11
Jun-25 18,809.23 17,483.99
Sep-95 20,340.79 19,052.30

<S><C>

- -------- S&P 500 Index, an unmanaged Universal Capital Growth Fund
index generally representative Average Annual Total Returns Life of Fund
of the U.S. stock market. For Periods Ended 9/30/95 1 Year (since 1/22/91)
------ --------------
Adjusted for 1.5% sales charge: 35.8% 14.9%
- ------- Universal Capital Growth Fund Not adjusted for sales charge:(3) 37.9% 15.1%
</TABLE>

The factors that materially affected the fund's performance in the last fiscal
year are discussed in the letter to shareholders that appears earlier in this
report. The fund's earlier performance was significantly affected by the fund's
defensive position during 1991 and 1992.(1) From time to time, when the Adviser
believes that prevailing market conditions indicate that a temporary defensive
position is warranted, the fund may invest a significant portion of its assets
in short-term money market instruments such as Treasury bills and bank
repurchase agreements. In those instances, if the stock market goes up, the
fund has a significant likelihood of under-performing compared to the S&P 500
Index. If the stock market declines when the fund is in a defensive position,
the fund may decline less than the S&P 500 Index.(2)

The average annual total return (taking into account the sales charge of 1.5%)
since the inception of the fund on January 22, 1991 through September 30, 1995
was 14.9%. The average annualized total return through September 30, 1995 for
investors that purchased the fund at inception at $10.00 per share (without a
sales charge) was 15.1%.

(1) The fund commenced operations during the Iraq war. Because of the market
risk that the Adviser perceived due to the war and later because of economic
uncertainty, approximately 40 percent of the fund's assets were held, on
average, in money market instruments in fiscal 1991 and approximately 30 percent
in fiscal 1992. In the first seven days of the fund's operations, the fund's
performance was also affected by operational factors relating to the startup of
the fund. During this seven day period, the fund was on average 84% invested in
money market instruments and posted a gain of 0.2% while the S&P 500 Index
advanced 3.9%.
(2) This assumes, among other factors, that the underlying volatility of the
common stocks owned by the fund does not exceed the volatility of the S&P 500
Index by an amount greater than the allocation to defensive instruments.
(3) Fund shares were offered without a sales charge until April 1, 1991.
Average annual total return without adjustment for the sales charge is presented
for the information of those shareholders who did not pay a sales charge. A
sales charge of 4.75% was in effect until September 22, 1995 and is not
reflected in the total return or annual average total return figures.

<PAGE>

UNIVERSAL CAPITAL GROWTH FUND
- --------------------------------------------------------------------------------
One Oakbrook Terrace
Suite 708
Oakbrook Terrace, Illinois 60181
708-932-3000

November 10, 1995

ANNUAL REPORT TO SHAREHOLDERS

Dear Shareholder:

Universal Capital Growth Fund performed exceptionally well in fiscal 1995, once
again outperforming both the S&P 500 Index and the NASDAQ Composite Index.
Additionally, according to Lipper Analytical Services, our fund performed
significantly better than the average of 156 funds that Lipper categorizes by
the investment objective of capital appreciation.(1) The results are shown in
the following tables.

-----------------------------------------------------------------
Table I
PERFORMANCE SUMMARY
Years Ended Sept. 30, 1995 and Sept 30, 1994

Fund, Index or Category Total Return
----------------------- ---------------
1995 1994
----- -----
<S> <C> <C>
Universal Capital Growth Fund 37.9% 7.5%
S&P 500 Index 29.7% 3.7%
NASDAQ Composite Index 36.5% 0.2%
Lipper Capital Appreciation Category 25.2% 0.3%

FOR FURTHER EXPLANATION, PLEASE SEE FOOTNOTE 1)
-----------------------------------------------------------------
</TABLE>

-----------------------------------------------------------------
Table II
Average Annual Total Returns
Through September 30, 1995

Past Past Life of
1-year 3-years Fund(1)
------ ------- -------
<S> <C> <C> <C>
Without Sales Charge 37.9% 18.4% 15.1%
With 1.5% Sales Charge(1) 35.8% 17.9% 14.9%
-----------------------------------------------------------------
</TABLE>

As most of our shareholders know, our investment strategy is to seek to invest
in the best of both the LARGE and SMALL capitalization stocks. In both
categories we primarily try to invest in companies that we believe have the
potential for good earnings growth and are either undervalued or fairly valued.
We call this our "BEST OF BOTH WORLDS" strategy.

Our large capitalization companies typically have demonstrated increasing sales
and earnings and may have leadership positions in the markets in which they
compete. These are companies like Coca Cola, General

<PAGE>

Electric, Walgreen, Merck and Motorola. Our small capitalization companies may
have had recent favorable trends in revenue and earnings growth due to a product
or service that offers the opportunity for substantial future growth in a
specialized market, companies like Vicor, Cognex and Chad Therapeutics.

Fiscal 1995 was characterized by a stock market that rewarded investors in the
rapidly growing semi-conductor and computer-related stocks. But it also
rewarded investors holding most other stocks that delivered strong earnings
growth. Since our investment methodology focuses strongly on earnings growth at
the proper valuation, our fund did very well.

In the large capitalization semi-conductor area, MOTOROLA posted 35% earnings
growth (over our fiscal year), and the stock advanced from 52 3/4 to 76 3/8. In
the small cap semi-conductor area, ATMEL, a manufacturer of flash-memory chips,
posted 62% earnings growth and the stock advanced from 15 3/16 to 33 3/4.

In the non-tech large cap area COCA COLA produced 22% earnings growth and the
stock advanced from 48 5/8 to 69. WALGREENS sported its 21st year of
consecutive earnings growth, and the stock (which we purchased at very cheap
levels over a year ago) rose from under 19 to 28. CHEMICAL BANK, which we
purchased at a very low valuation in April, 1995 at 42 1/8, rose to 60 7/8 due
to good earnings growth and takeover speculation.

Our large capitalization pharmaceutical holdings did well due to increased
interest in that sector as investors searched for stable earnings growth in a
somewhat weakening economic environment.

In the small cap area, we had several notable successes. VICOR, a manufacturer
of advanced power systems and our largest holding a year ago, rose 88% as it
posted four consecutive quarters of 40 to 50 percent annualized earnings growth.
COGNEX, a manufacturer of machine-vision systems (used in factory automation),
rose from 18 3/8 to 48 1/4 while sporting 56% earnings growth. CHAD
THERAPEUTICS, a manufacturer of portable oxygen systems for pulmonary patients,
more than doubled as annualized earnings growth exceeded 50% in the last two
quarters.

Of course, not all of our stocks went up. In the large cap sector, CORNING fell
about 16% as it disappointed investors with weak earnings. Small cap XIRCOM, a
manufacturer of cordless computer network products, fell from 20 3/4 to 13 3/4
as a quarterly loss was posted due to product obsolescence and competitive price
pressures. While we have recently sold XIRCOM, we continue to hold CORNING as
we expect a long-term rebound in earnings growth and share price.

As an investment advisor, we watch trends in the economy and the market to
continually try to determine whether we should take a defensive posture in our
management of the fund's assets. Our primary goal is to ensure, as best we can,
that the stocks we own have good earnings growth at a reasonable value. But we
also recognize that interest rates play a fundamental role in affecting general
economic growth and often affect the stock market.

Shortly after the Fed began raising interest rates in February, 1994 we took
some defensive action by going to as much as 35 percent in cash equivalents.
However, before the end of fiscal 1994, we went back to a near fully invested
position as we decided that inflation WOULD NOT be a major problem in 1994 or
1995 and the market was over-reacting to the increases in interest rates. In
some instances, these actions and the ensuing market volatility helped us
purchase some stocks at good values.

As it became apparent that the Federal Reserve Board had ceased to increase
interest rates in mid-fiscal 1995, it became evident that our prognosis on
inflation and interest rates was correct. In view of low inflation, declining
long term interest rates and generally good corporate earnings growth, the stock
market advanced nicely. The economy now appears to continue to be growing,
although at a slower pace than earlier in the year. With this in mind, along
with the view of stable or falling interest rates and little inflationary
pressures, we believe that it continues to be a good time to be investing in the
stock market.

<PAGE>

As always, we are focusing on investing in both large and small companies (the
"Best of Both Worlds") that we believe are fairly valued and offer the potential
to deliver good earnings growth. We are optimistic about future earnings growth
of our holdings and about the fund's future potential for long-term capital
appreciation.

Your continued confidence in Universal Capital Growth Fund is appreciated, and
as always, we would be happy to respond to your questions or comments.

Sincerely,

/s/ Nicholas J. Biscan

Nicholas J. Biscan
President

/s/ James A. Dreher

James A. Dreher
Chairman

(1) Lipper Analytical Services is an independent company that provides
market statistics. According to Lipper, Universal Capital Growth
Fund's total return of 37.9% ranked 14th in performance for the past
year out of 156 funds that they categorize by the investment objective
of capital appreciation. The ranking is based on the total return for
the period from September 30, 1994 to September 30, 1995 and does not
take into account the front-end sales load of the fund. According to
Lipper, Universal Capital Growth Fund's total return of 7.5% ranked
24th in performance out of 139 capital appreciation funds for the
period September 30, 1993 to September 30, 1994.

The total return values represented in this report do not take into
account any applicable sales charge; if reflected, such sales charge
would reduce the fund performance quoted. Taking into account the
maximum applicable sales charge of 1.5%, the total return for the one-
year period ended September 30, 1995 was 35.8%. Without taking into
account the sales charge, the total return for the one-year period was
37.9%. The average annual total return (taking into account the 1.5%
sales charge) since the inception of the fund on January 22, 1991
through September 30, 1995 was 14.9%. The average annualized total
return through September 30, 1995 for investors that purchased the
fund at inception at $10.00 per share (without a sales charge) was
15.1%. A sales charge of 4.75% was in effect until September 22, 1995
and is not reflected in the total return figures.

We have included two unmanaged stock market indexes for comparison
purposes. The S&P 500 Index is the average of a group of unmanaged
large capitalization stocks widely regarded to be representative of
the stock market in general. The NASDAQ Composite Index is the
average of a group of more than 2,500 unmanaged over-the-counter
securities widely regarded to be representative of small and medium
sized stocks.
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Trustees and Shareholders
Universal Capital Growth Fund

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Universal Capital Growth Fund as of September
30, 1995, the related statements of operations for the year then ended and
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the fiscal periods since 1991. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
September 30, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Universal Capital Growth Fund at September 30, 1995, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the fiscal periods since 1991, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP

Ernst & Young LLP

Chicago, Illinois
October 19, 1995
<PAGE>

UNIVERSAL CAPITAL GROWTH FUND
PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1995

Number
of Shares Value
--------- -----
<S> <C> <C>
COMMON STOCKS - 82.3%

BANKS - 2.0%
Chemical Banking Corp. 1,000 $ 60,875
Citicorp 500 35,375
Mellon Bank Corporation 1,500 66,937
-------
163,187
BEVERAGES - 0.9%
Coca-Cola 1,000 69,000

BIOTECHNOLOGY - 1.5%
Alteon Inc. (a) 1,600 20,400
Amgen Inc. (a) 2,000 99,750
-------
120,150
CHEMICALS - 2.1%
Applied Extrusion Technologies, Inc. (a) 4,200 77,175
Eastman Chemical Co. 1,500 96,000
-------
173,175
COMPUTERS - 8.1%
Hewlett Packard Co. 1,000 83,375
Sun Microsystems 9,200 579,600
-------
662,975
COMPUTER PERIPHERAL
EQUIPMENT - 3.0%
Cable Design Technologies Corporation (a) 3,000 90,000
EMC Corp. Mass. (a) 4,000 72,500
Encad, Inc. (a) 1,800 28,575
Microdyne Corporation 2,000 50,750
-------
241,825
COMPUTER SOFTWARE - 1.6%
Cognex Corporation (a) 2,000 96,500
DSP Group Inc. (a) 2,000 35,500
-------
132,000
CONGLOMERATES - 2.3%
ITT Corporation 1,500 186,000

CONSUMER PRODUCTS - 0.4%
American Greetings Corp. CL A 1,000 30,500

DIVERSIFIED MANUFACTURING - 2.9%
Corning Incorporated 3,500 100,187
Idex Corporation 1,000 35,750
Minnesota Mining and Manufacturing Co. 600 33,900
Thermo Electron Corporation 1,500 69,563
-------
239,400
ELECTRICAL EQUIPMENT - 2.6%
Emerson Electric Co. 1,000 71,500
General Electric Company 1,000 63,750
Pacific Scientific Company 3,000 72,375
-------
207,625
ELECTRONIC PRODUCTS
AND COMPONENTS - 12.5%
Altron Incorporated (a) 2,000 62,500
Atmel Corp. (a) 3,400 114,750
Fusion Systems Corporation (a) 1,000 29,250
Intel Corporation 1,000 60,125
Linear Technology Corp. 2,400 99,600
LSI Logic Corporation 1,000 57,750
Microchip Technology Inc. (a) 500 18,937
Texas Instruments, Inc. 4,000 319,500
Unitech Industries, Inc. (a) 2,500 35,625
Vicor Corporation (a) 8,000 193,500
Xircom, Inc. (a) 2,000 27,500
---------
1,019,037
ENERGY - 4.4%
Amoco Corporation 1,000 $ 64,125
Chesapeake Energy Corporation (a) 2,000 63,250
Mobil Corporation 800 79,700
Texaco, Inc. 2,300 148,637
-------
355,712
FARM MACHINERY - 0.3%
Agco Corporation 500 22,750

FIBER OPTICS - 3.3%
Amphenol Corporation (a) 8,000 173,000
Coherent Inc. (a) 1,200 43,800
Uniphase Corporation (a) 1,500 52,875
-------
269,675
FILTRATION - 0.5%
Calgon Carbon Corporation 3,400 39,950

FINANCE AND
FINANCIAL SERVICES - 1.0%
AT&T Capital Corp. 2,200 84,425

FOOD - 0.6%
International Flavors & Fragrances Inc. 1,000 48,250

HEALTH/PHARMACEUTICALS - 8.0%
Abbott Laboratories 1,500 63,938
American Home Products Corp. 1,500 127,313
Johnson & Johnson 1,500 111,188
Merck & Co., Inc. 2,600 145,600
Pfizer Inc. 1,600 85,400
Schering Plough Corporation 1,400 72,100
Teva Pharmaceutical Industries, Ltd. 1,200 43,350
-------
648,889
HEALTH/SERVICES - 0.5%
Mid Atlantic Medical Services, Inc. (a) 2,000 39,250

HEALTH/SUPPLIES - 6.1%
Biomet, Inc. (a) 4,500 77,625
Chad Therapeutics, Inc. (a) 4,000 82,000
Cordis Corporation (a) 500 42,375
Datascope Corp. (a) 1,000 20,750
Elan Corporation plc ADR (a) 1,000 41,500
Express Scripts, Inc. (a) 1,000 44,000
MediSense, Inc. (a) 6,000 144,750
Ventritex, Inc. (a) 2,200 47,300
-------
500,300
INSTRUMENTS/SCIENTIFIC - 4.5%
Bio-Rad Laboratories CL A (a) 6,000 241,500
Millipore Corporation 2,600 97,500
Thermo Voltek Corp. (a) 2,000 31,750
-------
370,750
INSURANCE - 1.0%
AFLAC Inc. 2,000 83,000

PAPER & WOOD PRODUCTS - 0.5%
Georgia-Pacific Corp. 500 43,750

RESTAURANTS - 2.0%
Apple South, Inc. 1,500 34,125
Cracker Barrel Old Country Store, Inc. 3,000 60,375
McDonald's Corporation 1,000 38,250
Uno Restaurant Corporation 3,000 25,875
-------
158,625
</TABLE>

<PAGE>

UNIVERSAL CAPITAL GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)

Number
of shares Value
--------- -----
<S> <C> <C>
RETAIL - 3.1%
Custom Chrome Inc. (a) 3,000 $ 67,875
General Nutrition Companies, Inc. (a) 1,000 45,500
Viking Office Products (a) 1,000 41,750
Walgreen Co. 3,600 100,800
-------
255,925
STEREOLITHOGRAPHY - 0.7%
3D Systems Corporation (a) 3,500 58,625

TELECOMMUNICATIONS - 5.1%
DSC Communications Corporation (a) 2,500 148,125
Motorola, Inc. 3,000 229,125
MRV Communications 1,800 38,475
-------
415,725
TEXTILES - 0.5%
Supreme International Corporation (a) 2,000 38,000

TRANSPORTATION SERVICES - 0.3%
Expeditors International of Washington, Inc. 1,000 27,000
-------

TOTAL COMMON STOCKS
(Cost: $ 5,403,115) 6,705,475

CONVERTIBLE PREFERRED STOCK - 1.7%
Nokia Corp. Convertible Pref. ADS 2,000 139,500
(Cost: $130,857)

REPURCHASE AGREEMENT - 16.6%
UMB Bank, n.a., dated 9/29/95,
due 10/2/95, 6%, collateralized
by U.S. Treasury Bills
(Cost: $1,350,000) 1,350,000
---------

TOTAL INVESTMENTS - 100.6%
(Cost: $6,883,972) 8,194,975

LIABILITIES, LESS CASH
AND OTHER ASSETS - (0.6%) (46,329)
--------

NET ASSETS - 100% $8,148,646
----------
----------
</TABLE>

NOTE TO PORTFOLIO OF INVESTMENTS
(a) Non-income producing security
<PAGE>

UNIVERSAL CAPITAL GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995
<S> <C>
ASSETS
Investments, at value (cost $5,533,972). . . . . . . . . . . . . $ 6,844,975
Repurchase agreements, at value (cost $1,350,000). . . . . . . . 1,350,000
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,084
Receivable for Fund shares sold. . . . . . . . . . . . . . . . . 54,568
Receivable from Advisor. . . . . . . . . . . . . . . . . . . . . 8,389
Accrued interest and dividends receivable. . . . . . . . . . . . 3,849
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . 1,092
Deferred organization costs, net . . . . . . . . . . . . . . . . 2,915
-----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . 8,268,872

LIABILITIES AND NET ASSETS
Payable for securities purchased . . . . . . . . . . . . . . . . 89,060
Payable to Distributor . . . . . . . . . . . . . . . . . . . . . 4,261
Accounts payable and accrued liabilities . . . . . . . . . . . . 26,905
-----------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . 120,226
-----------

NET ASSETS APPLICABLE TO 500,483 SHARES
OUTSTANDING, NO PAR VALUE . . . . . . . . . . . . . . . . . . . $ 8,148,646
-----------
-----------
ANALYSIS OF NET ASSETS
Paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . $ 5,669,327
Accumulated net realized gain on investments . . . . . . . . . . 1,168,316
Unrealized appreciation of investments . . . . . . . . . . . . . 1,311,003
-----------

NET ASSETS APPLICABLE TO SHARES
OUTSTANDING . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,148,646
-----------
-----------
NET ASSET VALUE AND REDEMPTION PRICE
PER SHARE AT SEPTEMBER 30, 1995
($8,148,646 DIVIDED BY 500,483
SHARES OUTSTANDING) . . . . . . . . . . . . . . . . . . . . . $ 16.28
-----------
-----------
MAXIMUM OFFERING PRICE PER SHARE
(net asset value, plus 1.52% of net asset
value or 1.50% of offering price) . . . . . . . . . . . . . . $ 16.53
-----------
-----------
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS
Year Year
ended ended
Sept. 30, 1995 Sept. 30, 1994
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment loss $ (45,564) $ (54,650)
Net realized gain on investments 1,218,344 423,612
Change in unrealized appreciation 829,469 (13,385)
------- ---------
Increase in net assets from operations 2,002,249 355,577

DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain on
investment transactions (250,706) (252,060)

NET INCREASE (DECREASE) FROM
CAPITAL SHARE TRANSACTIONS 1,428,388 (27,247)
--------- ---------
TOTAL INCREASE IN NET ASSETS 3,179,931 76,270

NET ASSETS:
Beginning of year 4,968,715 4,892,445
--------- ---------
End of year $ 8,148,646 $ 4,968,715
--------- ---------
--------- ---------
</TABLE>

STATEMENT OF OPERATIONS
Year ended September 30, 1995

<S> <C>
INVESTMENT INCOME
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 51,188
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,182
--------
TOTAL INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . . . . 73,370

EXPENSES
Investment advisory fee. . . . . . . . . . . . . . . . . . . . . 59,467
Distribution fees. . . . . . . . . . . . . . . . . . . . . . . . 29,734
Transfer agent fees. . . . . . . . . . . . . . . . . . . . . . . 5,751
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
Accounting fees. . . . . . . . . . . . . . . . . . . . . . . . . 11,654
Amortization of deferred organization costs. . . . . . . . . . . 8,650
Printing and postage . . . . . . . . . . . . . . . . . . . . . . 3,081
Custodian fees . . . . . . . . . . . . . . . . . . . . . . . . . 6,931
Trustees fees . . . . . . . . . . . . . . . . . . . . . . . . . 2,750
Registration fees. . . . . . . . . . . . . . . . . . . . . . . . 3,423
Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,718
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320
--------
TOTAL EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . 158,479

Less expense waiver and reimbursement . . . . . . . . . . . . 39,545
--------
NET EXPENSES ABSORBED BY FUND . . . . . . . . . . . . . . . . 118,934
--------

NET INVESTMENT LOSS. . . . . . . . . . . . . . . . . . . . . . . . (45,564)

REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain on investment transactions. . . . . . . . . . 1,218,344
Change in unrealized appreciation
of investments. . . . . . . . . . . . . . . . . . . . . . . . 829,469
---------
NET GAIN ON INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . 2,047,813
---------
NET INCREASE IN NET ASSETS
FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . $2,002,249
---------
---------
</TABLE>

See accompanying notes to financial statements

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

FEDERAL TAX STATUS
OF 1995 DIVIDENDS

The income dividend and the short term capital gain dividend are taxable as
ordinary income. Income and capital gain dividends paid to you, whether
received in cash or reinvested in shares, must be included in your federal
income tax return and must be reported by the Fund to the Internal Revenue
Service in accordance with U.S. Treasury Department regulations.

Under current tax law, 14.28% of the ordinary income dividends paid by the Fund
may qualify for the 70% dividends received deduction available to certain
corporate shareholders.

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

<PAGE>

UNIVERSAL CAPITAL GROWTH FUND
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION. Universal Capital Investment Trust (the "Trust") is a
Massachusetts business trust organized on October 18, 1990. The Trust is
registered under the Investment Company Act of 1940 as a diversified, open-end
investment company. Universal Capital Growth Fund (the "Fund") is the only
series of the Trust currently offered, and commenced selling shares of
beneficial interest to the public on January 22, 1991 (commencement of
operations).

INVESTMENT VALUATION. Investments are stated at value. Investments traded on a
securities exchange or in the over-the-counter market are valued at the last
current sale price as of the time of valuation or, lacking any current reported
sale on that day, at the mean between the most recent bid and asked quotations.
Investments for which quotations are not readily available and securities for
which the valuation methods described above do not produce a value reflective of
the fair value of the securities are valued at a fair value as determined in
good faith by the board of trustees or a committee thereof.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME. Investment transactions are
recorded on the trade date (the day the order to buy or sell is executed).
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. Realized gains and losses from investment
transactions are reported on an identified cost basis.

FEDERAL INCOME TAXES AND DIVIDENDS TO SHAREHOLDERS. It is the Fund's policy to
comply with the special provisions of the Internal Revenue Code available to
regulated investment companies and, in the manner provided therein, to
distribute all of its taxable income, as well as any net realized gain on sales
of investments. Such provisions were complied with and therefore no provision
for federal income taxes is required.

Distributions are determined in accordance with income tax principles which may
treat certain transactions differently than generally accepted accounting
principles.

REPURCHASE AGREEMENTS. The fund has a significant portion of its investments in
repurchase agreements. All repurchase agreements are fully collateralized by
U.S. Treasury securities. All collateral is held through the Fund's custodian
bank and is monitored daily by the Fund to ensure that its market value exceeds
the carrying value of the repurchase agreement.

2. TRANSACTIONS WITH AFFILIATES

Pursuant to an investment advisory agreement with Integrated Financial Services,
Inc. ("Advisor"), the Fund pays an investment advisory fee accrued daily and
paid monthly at the annual rate of 1.0% of the first $250 million of the Fund's
average daily net assets and .75% of the Fund's average daily net assets in
excess of $250 million. During the year ended September 30, 1995, the Fund
incurred an investment advisory fee of $59,467.

The agreement provides for the waiver or reimbursement of expenses from the
Advisor should the Fund's normal operating expenses exceed the most restrictive
applicable state expense limitation. The Advisor also has agreed to limit the
Fund's annual operating expenses to 2.0% of average daily net assets through
December 31, 1995. During the year ended September 30, 1995, the Advisor waived
or reimbursed the Fund for expenses of $39,545.

While serving as Distributor, Dreher & Associates, Inc. ("Distributor") assumed
all expenses of personnel, office space, office facilities and equipment
incidental to such service. The Trust has adopted a Distribution Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940 whereby the Fund pays the
Distributor an annual service fee of .25% and an annual sales compensation fee
of .25%, both accrued daily and paid monthly and based on the Fund's average
daily net assets. In return, the Distributor bears all expenses incurred in the
distribution and promotion of the Fund's shares. During the year ended
September 30, 1995, the Fund incurred distribution fees of $29,734. The
Distributor received commissions of $48,040 from sale of the Fund's shares
during the year ended September 30, 1995, of which $4,687 was paid to brokers
affiliated with the Distributor and the remainder was paid to retail brokers.

Portfolio transactions for the Fund have been executed through the Distributor,
consistent with the Fund's policy of obtaining best price and execution. During
the year ended September 30, 1995, the Fund paid brokerage commissions to the
Distributor on purchases and sales of securities in the amount of $14,032. It is
management's opinion that commission rates charged to the Fund by the
Distributor are consistent with those charged to comparable unaffiliated
customers in similar transactions.

Certain officers or trustees of the Fund are also officers of the Distributor
and/or the Advisor. During the year ended September 30, 1995, the Fund made no
direct payments to its officers and incurred trustees' fees of $2,750 to its
unaffiliated trustees.

3. INVESTMENTS

Purchases and sales of investments, other than short-term obligations, were
$8,813,039 and $8,575,302, respectively, for the year ended September 30, 1995.

The cost basis of investments for federal income tax purposes at September 30,
1995 was $6,883,972. At September 30, 1995, on a tax basis, gross unrealized
appreciation was $1,465,132, gross unrealized depreciation was $154,129 and net
unrealized appreciation was $1,311,003.

<PAGE>

4. CAPITAL SHARE TRANSACTIONS

The following table summarizes the activity in capital shares of the Fund.

Year Year
ended ended
Sept. 30, 1995 Sept. 30, 1994
-------------- --------------

Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Shares sold 103,666 $1,490,399 13,296 $ 152,301
Shares issued
on reinvestment
of distributions 22,243 250,009 22,877 251,423
Less shares redeemed (23,751) (312,020) (36,718) (430,971)
-------- --------- -------- ----------
Net increase (decrease) 102,158 $1,428,388 (545) $ (27,247)
------- --------- -------- ----------
------- --------- -------- ----------
</TABLE>

5. ORGANIZATION COSTS

Costs amounting to $45,961 were paid by the Advisor in connection with the
organization and initial registration of the Fund. These costs are being
amortized over the period between June 1991 (when the Fund reached $2.5 million
in total assets) and January 1996.

INVESTMENT ADVISOR
Integrated Financial Services, Inc.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181

DISTRIBUTOR
Dreher & Associates, Inc.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181

CUSTODIAN
UMB Bank, n.a.
P.O. Box 419226
Kansas City, Missouri 64141

TRANSFER AGENT
Jones & Babson
2440 Pershing Road
Kansas City, Missouri 64108

COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

INDEPENDENT AUDITORS
Ernst & Young LLP
Chicago, Illinois

FINANCIAL HIGHLIGHTS

Per share income and capital changes
(for a share outstanding throughout the period).

Year Year Year Year Jan. 22, 1991
ended ended ended ended to
Sept. 30, 1995 Sept. 30, 1994 Sept. 30, 1993 Sept. 30, 1992 Sept. 30, 1991
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 12.47 $ 12.27 $ 11.38 $ 11.16 $ 10.00

Income from investment operations:
Net investment income (loss) (a) (.10) (.13) (.04) .11 .07
Net realized & unrealized gain on investments 4.54 .96 1.39 .37 1.09
---- --- ---- --- ----
Total from investment operations 4.44 .83 1.35 .48 1.16

Less distribution to shareholders from:
Net investment income .00 .00 .11 .07 .00
Realized gains on investments .63 .63 .35 .19 .00
--- --- --- --- ---
Total distributions to shareholders .63 .63 .46 .26 .00

Net asset value, end of period $ 16.28 $ 12.47 $ 12.27 $ 11.38 $ 11.16
------- ------- ------- ------- -------
------- ------- ------- ------- -------

Total return (b) 37.9% 7.5% 12.2% 4.3% 11.6%

Ratio of net expenses to average net assets (a) 2.0% 2.0% 2.0% 2.0% 2.0%*
Ratio of net investment income (loss) to
average net assets (a) (0.8)% (1.1)% (0.4)% 1.2% 1.3%*
Portfolio turnover rate 157.6% 188.7% 186.3% 111.3% 126.0%*

Net assets, end of period (in 000's) $ 8,149 $ 4,969 $ 4,892 $ 4,715 $ 3,031

</TABLE>

(a) After reimbursement and waiver of expenses by the Advisor of .7%, 1.1%, .9%,
1.3% and 1.3*% of average net assets for 1995, 1994, 1993, 1992 and 1991,
respectively.
(b) Total return is not annualized and does not reflect the effect of any sales
charges.
* Annualized

Note: Per share data for 1995, 1994 and 1993 was determined based on average
shares outstanding.

<PAGE>

DESCRIPTION OF SIX INVESTMENT SELECTIONS

Universal Capital Growth Fund invests in both large and small capitalization
companies that have the potential to increase earnings and are either
undervalued or fairly valued. Our large capitalization companies typically have
demonstrated increasing sales and earnings and may have leadership positions in
the markets in which they compete. These are companies like Motorola, Johnson &
Johnson, Coca Cola, Pfizer, and Walgreen. Our small capitalization companies
may have had recent favorable trends in revenue and earnings growth due to a
product or service that offers the opportunity for substantial future growth in
a specialized market, companies like Cognex, Chad Therapeutics, and Vicor. Six
of our investment selections are described in this section.

Pfizer Inc. 1991 1992 1993 1994
- ----------- ---- ---- ---- ----
Revenues, billions $ 7.0 7.2 7.5 8.3
Earnings per share, $ 1.36 1.63 1.84 2.10

Pfizer is a major producer of pharmaceuticals, hospital products, consumer
products, animal health lines and specialty chemicals. In the quarter ended
June 30, 1995, Pfizer's sales increased 29 percent over the year-ago quarter,
while earnings increased 23 percent. The strong growth was driven by six major
products that had a combined 57 percent growth in the quarter. These products,
which account for 58 percent of Pfizer's total pharmaceutical sales, are the
heart drugs Procardia XL and Norvasc, antidepressant Zoloft, antibiotic
Zithromax, antifungal agent Diflucan and diabetes-treatment Glucotrol XL. Given
Pfizer's $4.5 billion-plus investment in R&D so far in the 1990's, an aging
population, and expanding markets in emerging countries, Pfizer appears to be
well-positioned for future growth.

American Home Products Corp. 1991 1992 1993 1994
- ---------------------------- ---- ---- ---- ----
Revenue, billions $ 7.1 7.9 8.3 9.0
Earnings per share, $ 4.36 4.37 4.73 4.97

American Home Products is a worldwide manufacturer of prescription drugs,
medical supplies and food products. Leading products are in the areas of female
health care, cardiovascular medicine, infant nutritionals, psychotropic drugs
and antibiotics. Important brand names include Advil, Anacin, Ativan, and
Robitussin. In November, 1994 American Home Products paid $9.7 billion to
purchase American Cyanamid, largely financed with debt. AHP's management has
indicated plans to reduce debt by at least $5 billion by the end of 1997,
largely through sales of non-core assets, enhanced cash flow, and existing cash.
The impetus behind AHP's upside potential is likely to be positive earnings
surprises resulting from synergies and cost cutting. American Home is ahead of
its 1997 goals for closing facilities and cutting costs associated with the
acquisition of American Cyanamid. AHP has already closed 22 of the targeted 25
R&D facilities, 12 of 15 distribution facilities, and 5 of 18 manufacturing
plants. The company should meet (and possibly exceed) its expense reduction
goals of $250-$300 million in 1995, $450-$500 million in 1996, and $550 to $650
million in 1997. Such expense reductions, earlier than expected, could lead to
significant upside earnings in 1996-1997.

Walgreen Co. 1991 1992 1993 1994
- ------------ ---- ---- ---- ----
Revenue, billions $ 6.7 7.5 8.3 9.2
Earnings per share, $ 1.58 1.78 1.98 2.28

Walgreen Co. is the largest retail drugstore chain (by sales) in the United
States. The company currently operates over 1,970 drugstores in 30 states and
Puerto Rico. It expects to open 200 new stores in 1995 and expects to operate
3,000 stores in the U.S. by the year 2000. Walgreen continues to experience
good same-store sales growth in 1995 and completed its 20th consecutive year of
sales and earnings growth. Walgreen introduced a new pharmacy management system
that should cut its costs of filling prescriptions. The system integrates all
of the functions of the purchase, sales and distribution of prescription drugs
and allows better inventory management and quicker identification of sales
trends.

<PAGE>

Cognex Corporation 1991 1992 1993 1994
- ------------------ ---- ---- ---- ----
Revenue, millions $ 31.5 28.6 43.4 62.5
Earnings per share, $ .54 .35 .63 .87

Founded in 1981 by experts in artificial intelligence from the Massachusetts
Institute of Technology, Cognex Corporation makes machine vision systems - or
computers that can "see." Machine vision systems are used to replace human
vision in a variety of manufacturing processes, automatically gauging, guiding,
identifying, and inspecting products. Machine vision systems perform these
processes with the accuracy and speed needed to keep pace with even the fastest
production lines, resulting in improved productivity, higher quality, and
reduced costs for manufacturers. In the electronics and semiconductor
industries, vision systems align wafers prior to critical processing steps and
guide the placement of tiny electronic devices onto printed circuit boards.
Automotive manufacturing plants depend on machine vision systems to measure and
gauge airbags, fuses, and dashboard displays to ensure they are assembled
properly. In the pharmaceutical and healthcare industries, Cognex machine
vision systems inspect products to verify that they are correctly labeled,
capped, and safety sealed. Cognex markets its products in three major
geographical regions, the U.S., Japan, and Europe, and has recently shown very
strong revenue and earnings growth.

Chad Therapeutics, Inc. 1991 1992 1993 1994
- ----------------------- ---- ---- ---- ----
Revenue, millions $ 1.8 3.2 5.8 9.5
Earnings per share, $ (.03) .09 .20 .32

Chad Therapeutics makes oxygen conserving devices and portable oxygen systems
that are used by pulmonary patients requiring supplementary oxygen. More than
80 percent of the company's sales are portable systems that give increased
mobility and quality of life to patients, especially in the growing home health
care market. Chad's highly efficient oxygen delivery systems lead to
substantial cost savings and more compact, lighter and longer lasting portable
systems.

Vicor Corporation 1991 1992 1993 1994
- ----------------- ---- ---- ---- ----
Revenue, millions $ 56 64 84 115
Earnings per share, $ .57 .55 .70 1.03

Vicor designs, manufactures and markets modular power system components and
complete power systems for use in converting electric power from a primary
source, such as a wall outlet, into the low voltages required by electronic
circuits. Traditionally, power systems have been custom designed to meet the
unique requirements of specific products. Power systems have become a limiting
factor in the reduction of overall product size because electronic circuits have
been continually reduced while power systems have been relatively unchanged in
size for the past twenty-five years. Vicor offers alternatives that eliminate
the need for custom design and that occupy less space than other systems
currently used. Vicor's patented technology operates at higher frequencies,
allowing power densities up to five times that of conventional technologies, and
at one fifth the size of its competition.

The information and statistics in this "Description of Six Investment
Selections" have been obtained from sources we believe reliable including but
not limited to the companies' reports, Standard and Poor's and ValueLine. The
information is not warranted by us to be accurate or complete. Also, any and
all earnings projections and estimates assume certain economic conditions and
industry developments that are subject to change. The description of common
stocks presented herein is for informational purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy any security.
<PAGE>

Exhibit Index

Sequential
Exhibit Page
- ------- ----------

1.1 (Ex 99.B1A) Agreement and Declaration of Trust 56

1.2 (Ex 99.B1B) Amendment No. 1 to Agreement and
Declaration of Trust 83

2.1 (Ex 99.B2) Bylaws, as amended 84

4. (Ex 99.B4) Form of share certificate of series
designated Universal Capital Growth Fund 90

5 (Ex 99.B5) Investment advisory agreement with Integrated
Financial Services, Inc. 92

6.1 (Ex 99.B6A) Distribution agreement with Dreher &
Associates, Inc. 99
6.2 (Ex 99.B6B) Form of selling group agreement 104

8 (Ex 99.B8) Custody agreement with United Missouri
Bank, N.A. 109

9.1 (Ex 99.B9A) Transfer agency agreement with Jones &
Babson, Inc. 127

9.2 (Ex 99.B9B) Fund accounting agreement with United Missouri
Bank, N.A. 138

10 (Ex 99.B10) Opinion of Goodwin, Procter & Hoar dated
January 16, 1991 148

11 (Ex 99.B11) Consent of independent auditors 149

13.1 (Ex 99.B13A) Subscription agreement 150

13.2 (Ex 99.B13B) Organizational expense agreement 151

14 (Ex 99.B14) Universal Capital Investment Trust Individual
Retirement Account Prototype Plan,
disclosure statement, and application, as
amended and restated April 19, 1994 152

15 (Ex 99.B15) Distribution plan 175

16 (Ex 99.B16) Schedule for computation of performance
quotations 177

17 (Ex 99.B27) Financial data schedule 179

18 None

19 (Ex 99B.19) Account application 180

<PAGE>

EXHIBIT 99.B1A

INTEGRITY INVESTMENT TRUST

AGREEMENT AND DECLARATION OF TRUST

October 18, 1990

<PAGE>

INTEGRITY INVESTMENT TRUST

AGREEMENT AND DECLARATION OF TRUST

Page
----

ARTICLE I NAME AND DEFINITIONS 1
- --------- --------------------

Section 1.1 Name 1

Section 1.2 Definitions 1
(a) Trust 1
(b) Trustees 1
(c) Shares 2
(d) Series 2
(e) Class 2
(f) Shareholder 2
(g) 1940 Act 2
(h) Commission 2
(i) Declaration of Trust 2
(j) By-Laws 2

ARTICLE II PURPOSE OF TRUST 2

ARTICLE III THE TRUSTEES 2

Section 3.1 Number, Designation, Election, Term, etc. 2
(a) Initial Trustee(s) 2
(b) Number 2
(c) Election and Term 3
(d) Resignation and Retirement 3
(e) Removal 3
(f) Vacancies 3
(g) Effect of Death, Resignation, etc. 4
(h) No Accounting 4

Section 3.2 Powers of Trustees 4
(a) Investments 5
(b) Disposition of Assets 5
(c) Ownership Powers 5
(d) Subscription 5
(e) Form of Holding 5
(f) Reorganization, etc. 5

i
<PAGE>

(g) Voting Trusts, etc. 5
(h) Compromise 5
(i) Partnerships, etc. 5
(j) Borrowing and Security 6
(k) Guarantees, etc. 6
(l) Insurance 6
(m) Pensions, etc. 6

Section 3.3 Certain Contracts 6
(a) Advisory 7
(b) Administration 7
(c) Distribution 7
(d) Custodian and Depository 7
(e) Transfer and Dividend Disbursing Agency 7
(f) Shareholder Servicing 7
(g) Accounting 7

Section 3.4 Payment of Trust Expenses and Compensation of Trustees 8

Section 3.5 Ownership of Assets of the Trust 8

ARTICLE IV SHARES 9
- ---------- ------

Section 4.1 Description of Shares 9

Section 4.2 Establishment and Designation of Sub-Trusts 10
(a) Assets Belonging to Sub-Trusts 10
(b) Liabilities Belonging to Sub-Trusts 11
(c) Dividends 11
(d) Liquidation 11
(e) Voting 12
(f) Redemption by Shareholder 12
(g) Redemption by Trust 12
(h) Net Asset Value 13
(i) Transfer 13
(j) Equality 13
(k) Fractions 13
(l) Conversion Rights 14

Section 4.3 Ownership of Shares 14

Section 4.4 Investments in the Trust 14

Section 4.5 No Preemptive Rights 14

Section 4.6 Status of Shares and Limitation of Personal Liability 14

ii
<PAGE>

ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS 15
- --------- ----------------------------------------

Section 5.1 Voting Powers 15

Section 5.2 Meetings 15

Section 5.3 Record Dates 16

Section 5.4 Quorum and Required Vote 16

Section 5.5 Action by Written Consent 16

Section 5.6 Inspection of Records 16

Section 5.7 Additional Provisions 16

Section 5.8 Shareholder Communications 16

ARTICLE VI LIMITATION OF LIABILITY; INDEMNIFICATION 17
- ---------- ----------------------------------------

Section 6.1 Trustees, Shareholders, etc. Not Personally Liable; Notice 17

Section 6.2 Trustees' Good Faith Action; Expert Advice; No Bond or Surety 18

Section 6.3 Indemnification of Shareholders 18

Section 6.4 Indemnification of Trustees, Officers, etc. 18

Section 6.5 Compromise Payment 19

Section 6.6 Indemnification Not Exclusive, etc. 19

Section 6.7 Liability of Third Persons Dealing with Trustees 20

ARTICLE VII MISCELLANEOUS 20
- ----------- -------------

Section 7.1 Duration and Termination of Trust 20

Section 7.2 Reorganization 20

Section 7.3 Amendments 21

Section 7.4 Filing of Copies; References; Headings 22

Section 7.5 Applicable Law 22

Section 7.6 Information Pursuant to Code of Massachusetts Regulations 22

iii
<PAGE>

EXHIBIT 1.1

INTEGRITY INVESTMENT TRUST

AGREEMENT AND DECLARATION OF TRUST

THIS AGREEMENT AND DECLARATION OF TRUST made this 18th day of October,
1990, by the Trustee hereunder on behalf of himself and all other persons who
become Trustees hereunder, and by the holders of shares of beneficial interest
to be issued hereunder as hereinafter provided.

WITNESSETH

WHEREAS, the Trust has been formed to carry on the business of an
investment company pursuant to the provisions of the Investment Company Act of
1940 and the rules and regulations thereunder, all as amended from time to time;
and

WHEREAS, the Trustee has agreed to manage all property coming into his
hands as Trustee of a Massachusetts business trust in accordance with the
provisions hereinafter set forth;

NOW, THEREFORE, the Trustee hereby declares that he will hold all cash,
securities and other assets which he may from time to time acquire in any manner
as Trustee hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust or Sub-Trusts created hereunder
as hereinafter set forth.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1 NAME. This Trust shall be known as Integrity Investment Trust
and the Trustees shall conduct the business of the Trust under that name or any
other name or names as they may from time to time determine.

Section 1.2 DEFINITIONS. Whenever used herein, unless otherwise required
by the context or specifically provided:

(a) The "Trust" refers to the Massachusetts business trust established by
this Agreement and Declaration of Trust, as amended from time to time, inclusive
of each and every Sub-Trust established hereunder;

(b) "Trustees" refers to the Trustees of the Trust and of each Sub-Trust
hereunder named herein or elected in accordance with Article III;

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(c) "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust and each Sub-Trust of the Trust (as the context
may require) shall be divided from time to time;

(d) "Series" refers to Series of Shares established and designated under
or in accordance with the provisions of Article IV, each of which Series shall
represent the beneficial interest in a Sub-Trust of the Trust; "Sub-Trust"
refers to each Sub-Trust of the Trust established and designated in accordance
with Article IV;

(e) "Class" refers to any class of Shares established and designated under
or in accordance with the provisions of Article IV of any Series or Sub-Trust;

(f) "Shareholder" means a record owner of Shares;

(g) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations thereunder, all as amended from time to time;

(h) The term "Commission" shall have the meaning given it in the 1940 Act;

(i) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust as amended or restated from time to time; and

(j) "By-Laws" shall mean the By-Laws of the Trust as amended from time to
time.

ARTICLE II

PURPOSE OF TRUST

The purpose of the Trust is to operate as an investment company and to
offer Shareholders of the Trust and each Sub-Trust of the Trust one or more
investment programs primarily in securities and debt instruments. The Trust
shall also have the power to invest in precious metals, bullion and gold coins.

ARTICLE III

THE TRUSTEES

Section 3.1 NUMBER, DESIGNATION, ELECTION, TERM, ETC.

(a) INITIAL TRUSTEE(S). Upon his execution of this Agreement and
Declaration of Trust, which execution evidences his acceptance and agreement to
serve as Trustee hereunder, James A. Dreher shall become the initial Trustee
hereof and of each Sub-Trust hereunder.

(b) NUMBER. The Trustees serving as such, whether named above or
hereafter becoming a Trustee, may increase or decrease the number of Trustees to
a number other than the number theretofore determined. No decrease in the number
of Trustees shall have the effect of

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removing any Trustee from office prior to the expiration of his term, but the
number of Trustees may be decreased in conjunction with the removal of a Trustee
pursuant to subsection (e) of this Section 3.1.

(c) ELECTION AND TERM. With the exception of the initial Trustee and any
other person becoming a Trustee during the period prior to the first issuance of
shares of any Sub-Trust to the public pursuant to an effective registration
statement under the Securities Act of 1933 and except as otherwise provided in
this subsection (c), the Trustees shall be elected by Shareholders of the Trust.
Each Trustee, whether named above or hereafter becoming a Trustee, shall serve
as a Trustee of the Trust and of each Sub-Trust hereunder during the lifetime of
this Trust and until its termination as hereinafter provided except as such
Trustee sooner dies, resigns or is removed. Subject to Section 16(a) of the
1940 Act, the Trustees may elect their own successors and may, pursuant to
subsection (f) of this Section 3.1, appoint Trustees to fill vacancies.

(d) RESIGNATION AND RETIREMENT. Any Trustee may resign his trust or
retire as a Trustee, by written instrument signed by him and delivered to the
other Trustees or to any officer of the Trust, and such resignation or
retirement shall take effect upon such delivery or upon such later date as is
specified in such instrument and shall be effective as to the Trust and each
Sub-Trust hereunder.

(e) REMOVAL. Any Trustee may be removed with or without cause at any
time: (i) by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal, specifying the date upon which such removal
shall become effective; or (ii) by vote of Shareholders holding not less than
two-thirds of the Shares then outstanding, cast in person or by proxy at any
meeting called for the purpose; or (iii) by a written declaration signed by
Shareholders holding not less than two-thirds of the Shares then outstanding and
filed with the Trust's Custodian. Any such removal shall be effective as to the
Trust and each Sub-Trust hereunder.

(f) VACANCIES. Any vacancy or anticipated vacancy resulting from any
reason, including without limitation the death, resignation, retirement, removal
or incapacity of any of the Trustees, or resulting from an increase in the
number of Trustees by the other Trustees may (but need not unless required by
the 1940 Act) be filled either by a majority of the remaining Trustees, subject
to the provisions of Section 16(a) of the 1940 Act, through the appointment in
writing of such other person as such remaining Trustees in their discretion
shall determine and such appointment shall be effective upon the written
acceptance of the person named therein to serve as a Trustee and agreement by
such person to be bound by the provisions of this Declaration of Trust, except
that any such appointment in anticipation of a vacancy to occur by reason of
retirement, resignation, or increase in number of Trustees to be effective at a
later date shall become effective only at or after the effective date of said
retirement, resignation, or increase in number of Trustees. As soon as any
Trustee so appointed shall have accepted such appointment and shall have agreed
in writing to be bound by this Declaration of Trust and the appointment is
effective, the Trust estate shall vest in the new Trustee, together with the
continuing Trustees, without any further act or conveyance.

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(g) EFFECT OF DEATH, RESIGNATION, ETC. The death, resignation,
retirement, removal, or incapacity of the Trustees, or any one of them, shall
not operate to annul or terminate the Trust or any Sub-Trust hereunder or to
revoke or terminate any existing agency or contract created or entered into
pursuant to the terms of this Declaration of Trust.

(h) NO ACCOUNTING. Except to the extent required by the 1940 Act or under
circumstances which would justify his removal for cause, no person ceasing to be
a Trustee as a result of his death, resignation, retirement, removal or
incapacity (nor the estate of any such person) shall be required to make an
accounting to the Shareholders or remaining Trustees upon such cessation.

Section 3.2 POWERS OF TRUSTEES Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust. Without limiting the
foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business and affairs of the Trust and
may amend and repeal them to the extent that such By-Laws do not reserve that
right to the Shareholders; they may from time to time in accordance with the
provisions of Section 4.1 hereof establish Sub-Trusts, each such Sub-Trust to
operate as a separate and distinct investment medium and with separately defined
investment objectives and policies and distinct investment purpose; they may as
they consider appropriate elect and remove officers and appoint and terminate
agents and consultants and hire and terminate employees, any one or more of the
foregoing of whom may be a Trustee, and may provide for the compensation of all
of the foregoing; they may appoint from their own number, and terminate, any one
or more committees consisting of two or more Trustees, including without implied
limitation an executive committee, which may, when the Trustees are not in
session and subject to the 1940 Act, exercise some or all of the power and
authority of the Trustees as the Trustees may determine; in accordance with
Section 3.3 they may employ one or more Advisers, Administrators, Depositories
and Custodians and may authorize any Depository or Custodian to employ
subcustodians or agents and to deposit all or any part of such assets in a
system or systems for the central handling of securities and debt instruments,
retain transfer, dividend, accounting or Shareholder servicing agents or any of
the foregoing, provide for the distribution of Shares by the Trust through one
or more distributors, principal underwriters or otherwise, set record dates or
times for the determination of Shareholders or various of them with respect to
various matters; they may compensate or provide for the compensation of the
Trustees, officers, advisers, administrators, custodians, other agents,
consultants and employees of the Trust or the Trustees on such terms as they
deem appropriate; and in general they may delegate to any officer of the Trust,
to any committee of the Trustees and to any employee, adviser, administrator,
distributor, depository, custodian, transfer and dividend disbursing agent, or
any other agent or consultant of the Trust such authority, powers, functions and
duties as they consider desirable or appropriate for the conduct of the
business and affairs of the Trust, including without implied limitation the
power and authority to act in the name of the Trust and of the Trustees, to sign
documents and to act as attorney-in-fact for the Trustees.

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Without limiting the foregoing and to the extent not inconsistent with the
1940 Act or other applicable law, the Trustees shall have power and authority
for and on behalf of the Trust and each separate Sub-Trust established
hereunder:

(a) INVESTMENTS. To invest and reinvest cash and other property, and to
hold cash or other property uninvested without in any event being bound or
limited by any present or future law or custom in regard to investments by
trustees;

(b) DISPOSITION OF ASSETS. To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the assets of the Trust;

(c) OWNERSHIP POWERS. To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities, debt instruments or
property; and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to securities, debt instruments
or property as the Trustees shall deem proper;

(d) SUBSCRIPTION. To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities or debt
instruments;

(e) FORM OF HOLDING. To hold any security, debt instrument or property in
a form not indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust or of any
Sub-Trust or in the name of a custodian, subcustodian or other depositary or a
nominee or nominees or otherwise;

(f) REORGANIZATION, ETC. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer, any
security or debt instrument of which is or was held in the Trust; to consent to
any contract, lease, mortgage, purchase or sale of property by such corporation
or issuer, and to pay calls or subscriptions with respect to any security or
debt instrument held in the Trust;

(g) VOTING TRUSTS, ETC. To join with other holders of any securities or
debt instruments in acting through a committee, depositary, voting trustee or
otherwise, and in that connection to deposit any security or debt instrument
with, or transfer any security or debt instrument to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security or debt instrument (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree to pay, and to pay,
such portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;

(h) COMPROMISE. To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any Sub-Trust or any matter in controversy,
including but not limited to claims for taxes;

(i) PARTNERSHIPS, ETC. To enter into joint ventures, general or limited
partnerships and any other combinations or associations;

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<PAGE>

(j) BORROWING AND SECURITY. To borrow funds and to mortgage and pledge
the assets of the Trust or any part thereof to secure obligations arising in
connection with such borrowing;

(k) GUARANTEES, ETC. To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or all such obligations;

(l) INSURANCE. To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, consultants, investment advisers, managers,
administrators, distributors, principal underwriters, or independent
contractors, or any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity, including any action taken or omitted that may be determined
to constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and

(m) PENSIONS, ETC. To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trust and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees, officers,
employees and agents of the Trust.

Except as otherwise provided by the 1940 Act or other applicable law, this
Declaration of Trust or the By-Laws, any action to be taken by the Trustees on
behalf of the Trust or any Sub-Trust may be taken by a majority of the Trustees
present at a meeting of Trustees (a quorum, consisting of at least a majority of
the Trustees then in office, being present), within or without Massachusetts,
including any meeting held by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting, or by written consents of a
majority of the Trustees then in office (or such larger or different number as
may be required by the 1940 Act or other applicable law).

Section 3.3 CERTAIN CONTRACTS. Subject to compliance with the provisions
of the 1940 Act, but notwithstanding any limitations of present and future law
or custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time and without limiting the generality of
their powers and authority otherwise set forth herein, enter into one or more
contracts with any one or more corporations, trusts, associations, partnerships,
limited partnerships, other type of organizations, or individuals ("Contracting
Party"), to provide for the performance and assumption of some or all of the
following services, duties and responsibilities to, for or on behalf of the
Trust and/or any Sub-Trust, and/or the Trustees, and to

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<PAGE>

provide for the performance and assumption of such other services, duties and
responsibilities in addition to those set forth below as the Trustees may
determine appropriate:

(a) ADVISORY. Subject to the general supervision of the Trustees and in
conformity with the stated policy of the Trustees with respect to the
investments of the Trust or of the assets belonging to any Sub-Trust of the
Trust (as that phrase is defined in subsection (a) of Section 4.2), to manage
such investments and assets, make investment decisions with respect thereto, and
to place purchase and sale orders for portfolio transactions relating to such
investments and assets;

(b) ADMINISTRATION. Subject to the general supervision of the Trustees
and in conformity with any policies of the Trustees with respect to the
operations of the Trust and each Sub-Trust, to supervise all or any part of the
operations of the Trust and each Sub-Trust, and to provide all or any part of
the administrative and clerical personnel, office space and office equipment and
services appropriate for the efficient administration and operations of the
Trust and each Sub-Trust;

(c) DISTRIBUTION. To distribute the Shares of the Trust and each
Sub-Trust, to be principal underwriter of such Shares, and/or to act as agent of
the Trust and each Sub-Trust in the sale of Shares and the acceptance or
rejection of orders for the purchase of Shares;

(d) CUSTODIAN AND DEPOSITORY. To act as depository for and to maintain
custody of the property of the Trust and each Sub-Trust and accounting records
in connection therewith;

(e) TRANSFER AND DIVIDEND DISBURSING AGENCY. To maintain records of the
ownership of outstanding Shares, the issuance and redemption and the transfer
thereof, and to disburse any dividends declared by the Trustees and in
accordance with the policies of the Trustees and/or the instructions of any
particular Shareholder to reinvest any such dividends;

(f) SHAREHOLDER SERVICING. To provide service with respect to the
relationship of the Trust and its Shareholders, records with respect to
Shareholders and their Shares, and similar matters; and

(g) ACCOUNTING. To handle all or any part of the accounting
responsibilities, whether with respect to the Trust's properties, Shareholders
or otherwise.

The same person may be the Contracting Party for some or all of the services,
duties and responsibilities to, for and of the Trust and/or the Trustees, and
the contracts with respect thereto may contain such terms interpretive of or in
addition to the delineation of the services, duties and responsibilities
provided for, including provisions that are not inconsistent with the 1940 Act
relating to the standard of duty of and the rights to indemnification of the
Contracting Party and others, as the Trustees may determine. Nothing herein
shall preclude, prevent or limit the Trust or a Contracting Party from entering
into sub-contractual arrangements relative to any of the matters referred to in
Sections 3.3(a) through (g) hereof.

The fact that:

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(i) any of the Shareholders, Trustees or officers of the Trust
is a shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
Contracting Party, or of or for any parent or affiliate of any Contracting
Party or that the Contracting Party or any parent or affiliate thereof is a
Shareholder or has an interest in the Trust or any Sub-Trust, or that

(ii) any Contracting Party may have a contract providing for the
rendering of any similar services to one or more other corporations,
trusts, associations, partnerships, limited partnerships or other
organizations, or have other business or interests,

shall not affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust or any
Sub-Trust and/or the Trustees or disqualify any Shareholder, Trustee or officer
of the Trust from voting upon or executing the same or create any liability or
accountability to the Trust, any Sub-Trust or its Shareholders, provided that in
the case of any relationship or interest referred to in the preceding clause (i)
on the part of any Trustee or officer of the Trust either (x) the material facts
as to such relationship or interest have been disclosed to or are known by the
Trustees not having any such relationship or interest and the contract involved
is approved in good faith by a majority of such Trustees not having any such
relationship or interest (even though such unrelated or disinterested Trustees
are less than a quorum of all of the Trustees), (y) the material facts as to
such relationship or interest and as to the contract have been disclosed to or
are known by the Shareholders entitled to vote thereon and the contract involved
is specifically approved in good faith by vote of the Shareholders, or (z) the
specific contract involved is fair to the Trust as of the time it is
authorized, approved or ratified by the Trustees or by the Shareholders.

Section 3.4 PAYMENT OF TRUST EXPENSES AND COMPENSATION OF TRUSTEES. The
Trustees are authorized to pay or to cause to be paid out of the principal or
income of the Trust or any Sub-Trust, or partly out of principal and partly out
of income, and to charge or allocate the same to, between or among such one or
more of the Sub-Trusts that may be established and designated pursuant to
Article IV, as the Trustees deem fair, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust or any Sub-Trust,
or in connection with the management thereof, including, but not limited to,
the Trustees' compensation and such expenses and charges for the services of
the Trust's officers, employees, investment adviser, administrator,
distributor, principal underwriter, auditor, counsel, depository, custodian,
transfer agent, dividend disbursing agent, accounting agent, Shareholder
servicing agent, and such other agents, consultants, and independent
contractors and such other expenses and charges as the Trustees may deem
necessary or proper to incur. Without limiting the generality of any other
provision hereof, the Trustees shall be entitled to reasonable compensation
from the Trust for their services as Trustees and may fix the amount of such
compensation.

Section 3.5 OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets
of the Trust shall at all times be considered as vested in the Trustees.

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ARTICLE IV

Section 4.1 DESCRIPTION OF SHARES. The beneficial interest in the Trust
shall be divided into transferable Shares, all without par value, and the
Trustees shall have the authority from time to time to issue Shares in one or
more Series of Shares (each of which Series of Shares shall represent the
beneficial interest in a separate and distinct Sub-Trust of the Trust, including
without limitation the Sub-Trust specifically established and designated in
Section 4.2) as they deem necessary or desirable. The Trustees shall have
exclusive power without the requirement of shareholder approval to establish and
designate such separate and distinct Sub-Trusts, and to fix and determine the
relative rights and preferences as between the shares of the separate Sub-Trusts
as to right of redemption and the price, terms and manner of redemption, special
and relative rights as to dividends and other distributions and on liquidation,
sinking or purchase fund provisions, conversion rights, and conditions under
which the several Sub-Trusts or the several classes of any Sub-Trust shall have
separate voting rights or no voting rights.

If authorized by an applicable exemptive or other order of the Commission
or by any applicable Rule or Regulation of the Commission under the 1940 Act,
the Trustees may divide the Shares of any Sub-Trust into classes having such
different dividend, liquidation, voting and other rights arising as a result of
different plans or arrangements for the distribution of Shares of the various
classes as the Trustees may determine and that are not inconsistent with such
applicable order, Rule or Regulation, and may establish and designate the
specific classes of each Sub-Trust. The fact that a Sub-Trust shall have
initially been established and designated without any specific establishment or
designation of classes (i.e., that all Shares of such Sub-Trust are initially of
a single class) shall not limit the authority of the Trustees to establish and
designate separate classes of said Sub-Trust without approval of the holders of
the initial class thereof if the establishment and designation of separate
classes would not adversely affect the rights of the holders of the initial
class (within the meaning of section 77 of the Massachusetts Business
Corporation Law).

The number of authorized Shares and the number of Shares of each Sub-Trust
or class thereof that may be issued is unlimited, and the Trustees may issue
Shares of any Sub-Trust or class thereof for such consideration and on such
terms as they may determine (or for no consideration if pursuant to a Share
dividend or split-up), all without action or approval of the Shareholders. All
Shares when so issued on the terms determined by the Trustees shall be fully
paid and non-assessable (but may be subject to mandatory contribution back to
the Trust as provided in subsection (h) of Section 4.2). The Trustees may
classify or reclassify any unissued Shares or any Shares previously issued and
reacquired of any Sub-Trust or class thereof into one or more Sub-Trusts or
classes thereof that may be established and designated from time to time. The
Trustees may hold as treasury Shares, reissue for such consideration and on such
terms as they may determine, or cancel, at their discretion from time to time,
any Shares of any Sub-Trust or class thereof reacquired by the Trust.

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The Trustees may from time to time close the transfer books or establish
record dates and times for the purposes of determining the holders of Shares
entitled to be treated as such, to the extent provided or referred to in Section
5.3.

The establishment and designation of any Sub-Trust or of any class of
Shares of any Sub-Trust in addition to those established and designated in
Section 4.2 shall be effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and designation and
the relative rights and preferences of the Shares of such Sub-Trust or class, or
as otherwise provided in such instrument. At any time that there are no Shares
outstanding of any particular Sub-Trust or class previously established and
designated the Trustees may by an instrument executed by a majority of their
number abolish that Sub-Trust or class and the establishment and designation
thereof. Each instrument referred to in this paragraph shall have the status of
an amendment to this Declaration of Trust.

Any Trustee, officer or other agent of the Trust, and any organization in
which any such person is interested may acquire, own, hold and dispose of Shares
of any Sub-Trust of the Trust to the same extent as if such person were not a
Trustee, officer or other agent of the Trust; and the Trust may issue and sell
or cause to be issued and sold and may purchase Shares of any Sub-Trust from any
such person or any such organization subject only to the general limitations,
restrictions or other provisions applicable to the sale or purchase of Shares of
such Sub-Trust generally.

Section 4.2 ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS. Without limiting
the authority of the Trustees set forth in Section 4.1 to establish and
designate any further Sub-Trusts, the initial Trustee hereby establishes and
designates a single initial Sub-Trust to be called the Integrity Growth Fund.
The Shares of such Sub-Trust and the Shares of any further Sub-Trusts that may
from time to time be established and designated by the Trustees shall (unless
the Trustees otherwise determine with respect to some further Sub-Trust at the
time of establishing and designating the same) have the following relative
rights and preferences:

(a) ASSETS BELONGING TO SUB-TRUSTS. All consideration received by the
Trust for the issue or sale of Shares of a particular Sub-Trust, together with
all assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be, shall
be held by the Trustees in trust for the benefit of the holders of Shares of
that Sub-Trust and shall irrevocably belong to that Sub-Trust for all purposes,
and shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items
allocated to that Sub-Trust as provided in the following sentence, are herein
referred to as "assets belonging to" that Sub-Trust. In the event that there
are any assets, income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any particular
Sub-Trust (collectively "General Items"), the Trustees shall allocate such
General Items to and

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among any one or more of the Sub-Trusts established and designated from time to
time in such manner and on such basis as they, in their sole discretion, deem
fair and equitable; and any General Items so allocated to a particular Sub-Trust
shall belong to that Sub-Trust. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all Sub-Trusts for all purposes.

(b) LIABILITIES BELONGING TO SUB-TRUSTS. The assets belonging to each
particular Sub-Trust shall be charged with the liabilities in respect of that
Sub-Trust and all expenses, costs, charges and reserves attributable to that
Sub-Trust, and any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Sub-Trust shall be allocated and charged by the Trustees to and among any one or
more of the Sub-Trusts (or classes thereof) established and designated from time
to time in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The liabilities, expenses, costs, charges
and reserves allocated and so charged to a Sub-Trust are herein referred to as
"liabilities belonging to" that Sub-Trust. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and
binding upon the Shareholders of all Sub-Trusts for all purposes. Any creditor
of any Sub-Trust may look only to the assets of that Sub-Trust to satisfy such
creditor's debt.

The Trustees shall have full discretion, to the extent not inconsistent
with the 1940 Act, to determine which items shall be treated as income and which
items as capital; and each such determination and allocation shall be conclusive
and binding upon the Shareholders.

(c) DIVIDENDS. Dividends and distributions on Shares of a particular
Sub-Trust or class thereof may be paid with such frequency as the Trustees may
determine, which may be daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Sub-Trust or class, from such of the
income and capital gains, accrued or realized, from the assets belonging to that
Sub-Trust, as the Trustees may determine, after providing for actual and accrued
liabilities belonging to that Sub-Trust or class. All dividends and
distributions on Shares of a particular Sub-Trust or class thereof shall be
distributed pro rata to the holders of Shares of that Sub-Trust or class in
proportion to the number of Shares of that Sub-Trust held by such holders at the
date and time of record established for the payment of such dividends or
distributions, except that in connection with any dividend or distribution
program or procedure the Trustees may determine that no dividend or distribution
shall be payable on Shares as to which the Shareholder's purchase order and/or
payment have not been received by the time or times established by the Trustees
under such program or procedure. Such dividends and distributions may be made
in cash or Shares of that Sub-Trust or class or a combination thereof as
determined by the Trustees or pursuant to any program that the Trustees may have
in effect at the time for the election by each Shareholder of the mode of the
making of such dividend or distribution to that Shareholder. Any such dividend
or distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with subsection (h) of Section 4.2.

(d) LIQUIDATION. In the event of the liquidation or dissolution of the
Trust, the Shareholders of each Sub- Trust that has been established and
designated shall be entitled to

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receive, when and as declared by the Trustees, the excess of the assets
belonging to that Sub-Trust over the liabilities belonging to that Sub-Trust or
class thereof. The assets so distributable to the Shareholders of any particular
Sub-Trust shall be distributed among such Shareholders in proportion to the
number of Shares of that Sub-Trust or class held by them and recorded on the
books of the Trust. The liquidation of any particular Sub-Trust may be
authorized by vote of a majority of the Trustees then in office subject to the
approval of a majority of the outstanding voting Shares of that Sub-Trust, as
defined in the 1940 Act.

(e) VOTING. On each matter submitted to a vote of the Shareholders, each
holder of a Share of each Sub-Trust shall be entitled to one vote for each whole
Share and for a proportionate fractional vote for each fractional Share standing
in his name on the books of the Trust. All Shares of each Sub-Trust shall vote
as a separate class, except as to voting for Trustees and as otherwise required
by the 1940 Act, and except as set forth in the provisions of the writing
establishing and designating any class of any Sub-Trust, and except that on any
matter which does not affect the interest of a particular Sub-Trust or class
thereof only the holders of Shares of the one or more affected Sub-Trusts or
classes shall be entitled to vote.

(f) REDEMPTION BY SHAREHOLDER. Each holder of Shares of a particular
Sub-Trust shall have the right at such times as may be permitted by the Trust,
but no less frequently than once each week, to require the Trust to redeem all
or any part of his Shares of that Sub-Trust at a redemption price equal to the
net asset value per Share of that Sub-Trust next determined in accordance with
subsection (h) of this Section 4.2 after the Shares are properly tendered for
redemption. Payment of the redemption price shall be in cash; provided,
however, that if the Trustees determine, which determination shall be
conclusive, that conditions exist which make payment wholly in cash unwise or
undesirable, the Trust may make payment wholly or partly in securities or other
assets belonging to the Sub-Trust of which the Shares being redeemed are part at
the value of such securities or assets used in such determination of net asset
value.

Notwithstanding the foregoing, the Trust may postpone payment of the
redemption price and may suspend the right of the holders of Shares of any
Sub-Trust to require the Trust to redeem Shares of that Sub-Trust during any
period or at any time when and to the extent permissible under the 1940 Act.

(g) REDEMPTION BY TRUST. Each Share of each Sub-Trust that has been
established and designated is subject to redemption by the Trust at the
redemption price which would be applicable if such Share was then being redeemed
by the Shareholder pursuant to subsection (f) of this Section 4.2: (a) at any
time, if the Trustees determine in their sole discretion that failure to so
redeem may have materially adverse consequences to the holders of the Shares of
the Trust or any Sub-Trust thereof, or (b) upon such other conditions as may
from time to time be determined by the Trustees and set forth in the then
current Prospectus of the Trust with respect to maintenance of Shareholder
accounts of a minimum amount. Upon such redemption the holders of the Shares so
redeemed shall have no further right with respect thereto other than to receive
payment of such redemption price.

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(h) NET ASSET VALUE. The net asset value per Share of any Sub-Trust or
class thereof shall be the quotient obtained by dividing the value of the net
assets of that Sub-Trust (being the value of the assets belonging to that
Sub-Trust less the liabilities belonging to that Sub-Trust or class) by the
total number of Shares of that Sub-Trust or class outstanding, all determined in
accordance with the methods and procedures, including without limitation those
with respect to rounding, established by the Trustees from time to time.

The Trustees may determine to maintain the net asset value per Share of any
Sub-Trust or class thereof at a designated constant dollar amount and in
connection therewith may adopt procedures not inconsistent with the 1940 Act for
the continuing declarations of income attributable to that Sub-Trust or class as
dividends payable in additional Shares of that Sub-Trust or class at the
designated constant dollar amount and for the handling of any losses
attributable to that Sub-Trust or class. Such procedures may provide that in
the event of any loss each Shareholder shall be deemed to have contributed to
the capital of the Trust attributable to that Sub-Trust or class his pro rata
portion of the total number of Shares required to be canceled in order to permit
the net asset value per Share of that Sub-Trust or class to be maintained, after
reflecting such loss, at the designated constant dollar amount. Each
Shareholder of the Trust shall be deemed to have agreed, by his investment in
any Sub-Trust with respect to which the Trustees shall have adopted any such
procedure, to make the contribution referred to in the preceding sentence in the
event of any such loss.

(i) TRANSFER. All Shares of each particular Sub-Trust shall be
transferable, but transfers of Shares of a particular Sub-Trust will be recorded
on the Share transfer records of the Trust applicable to that Sub-Trust only at
such times as Shareholders shall have the right to require the Trust to redeem
Shares of that Sub-Trust and at such other times as may be permitted by the
Trustees.

(j) EQUALITY. Except as provided herein or in the instrument designating
and establishing any class of any Shares or any Sub-Trust, all Shares of each
particular Sub-Trust shall represent an equal proportionate interest in the
assets belonging to that Sub-Trust (subject to the liabilities belonging to that
Sub-Trust or class thereof), and each Share of any particular Sub-Trust shall be
equal to each other Share of that Sub-Trustor class; but the provisions of this
sentence shall not restrict any distinctions permissible under subsection (c)
of this Section 4.2 that may exist with respect to dividends and distributions
on Shares of the same Sub-Trust or class. The Trustees may from time to time
divide or combine the Shares of any particular Sub-Trust into a greater or
lesser number of Shares of that Sub-Trust without thereby changing the
proportionate beneficial interest in the assets belonging to that Sub-Trust or
in any way affecting the rights of Shares of any other Sub-Trust.

(k) FRACTIONS. Any fractional Share of any Sub-Trust or class thereof, if
any such fractional Share is outstanding, shall carry proportionately all the
rights and obligations of a whole Share of that Sub-Trust or class, including
rights and obligations with respect to voting, receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.

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(l) CONVERSION RIGHTS. Subject to compliance with the requirements of the
1940 Act, the Trustees shall have the authority to provide that holders of
Shares of any Sub-Trust or class thereof shall have the right to convert said
Shares into Shares of one or more other Sub-Trust or class in accordance with
such requirements and procedures as may be established by the Trustees.

Section 4.3 OWNERSHIP OF SHARES. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for the
Trust, which books shall be maintained separately for the Shares of each
Sub-Trust or class thereof that has been established and designated. No
certificates certifying the ownership of Shares need be issued except as the
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the issuance of Share certificates, the
use of facsimile signatures, the transfer of Shares and similar matters. The
record books of the Trust as kept by the Trust or any transfer or similar agent,
as the case may be, shall be conclusive as to who are the Shareholders and as to
the number of Shares of each Sub-Trust or class thereof held from time to time
by each such Shareholder.

Section 4.4 INVESTMENTS IN THE TRUST. The Trustees may accept investments
in the Trust and each Sub-Trust or class thereof from such persons and on such
terms and for such consideration, not inconsistent with the provisions of the
1940 Act, as they from time to time authorize. The Trustees may authorize any
distributor, principal underwriter, custodian, transfer agent or other person to
accept orders for the purchase of Shares that conform to such authorized terms
and to reject any purchase orders for Shares whether or not conforming to such
authorized terms.

Section 4.5 NO PREEMPTIVE RIGHTS. Shareholders shall have no preemptive
or other right to subscribe to any additional Shares or other securities issued
by the Trust.

Section 4.6 STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the continuance of the
Trust shall not operate to terminate the Trust or any Sub-Trust thereof nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of the
Trust property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or agent
of the Trust shall have any power to bind personally any Shareholder, nor except
as specifically provided herein to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay.

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ARTICLE V

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 5.1 VOTING POWERS. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party as provided in Section 3.3
as to which Shareholder approval is required by the 1940 Act, (iii) with respect
to any termination or reorganization of the Trust or any Sub-Trust to the extent
and as provided in Sections 7.1 and 7.2, (iv) with respect to any amendment of
this Declaration of Trust to the extent and as provided in Section 7.3, (v) to
the same extent as the stockholders of a Massachusetts business corporation as
to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or any Sub-Trust thereof or the Shareholders, (provided, however, that a
shareholder of a particular Sub-Trust shall not be entitled to a derivative or
class action on behalf of any other Sub-Trust (or shareholder of any other
Sub-Trust) of the Trust) and (vi) with respect to such additional matters
relating to the Trust as may be required by the 1940 Act, this Declaration of
Trust, the By-Laws or any registration of the Trust with the Commission (or any
successor agency) or any state, or as the Trustees may consider necessary or
desirable. There shall be no cumulative voting in the election of Trustees.
Shares may be voted in person or by proxy. A proxy with respect to Shares held
in the name of two or more persons shall be valid if executed by any one of them
unless at or prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. Until Shares are issued, the Trustees may
exercise all rights of Shareholders and may take any action required by law,
this Declaration of Trust or the By-Laws to be taken by Shareholders.

Section 5.2 MEETINGS. No annual or regular meeting of Shareholders is
required. Special meetings of Shareholders may be called by the Trustees from
time to time for the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Written notice of any
meeting of Shareholders shall be given or caused to be given by the Trustees by
mailing such notice at least seven days before such meeting, postage prepaid,
stating the time, place and purpose of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. The Trustees
shall promptly call and give notice of a meeting of Shareholders for the purpose
of voting upon removal of any Trustee of the Trust when requested to do so in
writing by Shareholders holding not less than 10% of the Shares then
outstanding. If the Trustees shall fail to call or give notice of any meeting
of Shareholders for a period of 30 days after written application by
Shareholders holding at least 10% of the Shares then outstanding requesting a
meeting be called for a purpose requiring action by the Shareholders as provided
herein or in the By-Laws, then Shareholders holding at least 10% of the Shares
then outstanding may call and give notice of such meeting, and thereupon the
meeting shall be held in the manner provided for herein in case of call thereof
by the Trustees.

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Section 5.3 RECORD DATES. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding 30 days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than 60 days prior to the date of any meeting of Shareholders or other action as
the date and time of record for the determination of Shareholders entitled to
vote at such meeting or any adjournment thereof or to be treated as Shareholders
of record for purposes of such other action, and any Shareholder who was a
Shareholder at the date and time so fixed shall be entitled to vote at such
meeting or any adjournment thereof or to be treated as a Shareholder of record
for purposes of such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after that date and
time shall be so entitled to vote at such meeting or any adjournment thereof or
to be treated as a Shareholder of record for purposes of such other action.

Section 5.4 QUORUM AND REQUIRED VOTE. A majority of the Shares entitled
to vote shall be a quorum for the transaction of business at a Shareholders'
meeting, but any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable time after the
date set for the original meeting without the necessity of further notice. A
majority of the Shares voted, at a meeting of which a quorum is present shall
decide any questions and a plurality shall elect a Trustee, except when a
different vote is required or permitted by any provision of the 1940 Act or
other applicable law or by this Declaration of Trust or the By-Laws.

Section 5.5 ACTION BY WRITTEN CONSENT. Subject to the provisions of the
1940 Act and other applicable law, any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by the 1940 Act or by
any express provision of this Declaration of Trust or the By-Laws) consent to
the action in writing and such written consents are filed with the records of
the meetings of Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.

Section 5.6 INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted stockholders of
a Massachusetts business corporation under the Massachusetts Business
Corporation Law.

Section 5.7 ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.

Section 5.8 SHAREHOLDER COMMUNICATIONS. Whenever ten or more Shareholders
of record have been such for at least six months preceding the date of
application, and who hold in the aggregate either Shares having a net asset
value of at least $25,000 or at least 1% of the outstanding Shares, whichever is
less, shall apply to the Trustees in writing, stating that they wish to
communicate with other Shareholders with a view to obtaining signatures to a
request for a Shareholder meeting and accompanied by a form of communication and
request which they

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wish to transmit, the Trustees shall within five business days after receipt of
such application either (1) afford to such applicants access to a list of the
names and addresses of all Shareholders as recorded on the books of the Trust or
Sub-Trust, as applicable; or (2) inform such applicants as to the approximate
number of Shareholders of record, and the approximate cost of mailing to them
the proposed communication and form of request.

If the Trustees elect to follow the course specified in paragraph (2) above
the Trustees, upon the written request of such applicants, accompanied by a
tender of the material to be mailed and of the reasonable expenses of mailing,
shall, with reasonable promptness, mail such material to all Shareholders of
record at their addresses as recorded on the books, unless within five business
days after such tender the Trustees shall mail to such applicants and file with
the Commission, together with a copy of the material to be mailed, a written
statement signed by at least a majority of the Trustees to the effect that in
their opinion either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein not
misleading, or would be in such violation of applicable law, and specifying the
basis of such opinion. The Trustees shall thereafter comply with the
requirements of the 1940 Act.

ARTICLE VI

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 6.1 TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE;
NOTICE. All persons extending credit to, contracting with or having any claim
against the Trust shall look only to the assets of the Sub-Trust with which such
person dealt for payment under such credit, contract or claim; and neither the
Shareholders of any Sub-Trust nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, nor any other Sub-Trust
shall be personally liable therefor. Every note, bond, contract, instrument,
certificate or undertaking and every other act or thing whatsoever executed or
done by or on behalf of the Trust, any Sub-Trust or the Trustees or any of them
in connection with the Trust shall be conclusively deemed to have been executed
or done only by or for the Trust (or the Sub-Trust) or the Trustees and not
personally. Nothing in this Declaration of Trust shall protect any Trustee or
officer against any liability to the Trust or the Shareholders to which such
Trustee or officer would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee or of such officer.

Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect that the same was executed or made
by or on behalf of the Trust or by them as Trustees or Trustee or as officers or
officer and not individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are binding only
upon the assets and property of the Trust, or the particular Sub-Trust in
question, as the case may be, but the omission thereof shall not operate to bind
any Trustees or Trustee or officers or officer or Shareholders or Shareholder
individually.

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Section 6.2 TRUSTEES' GOOD FAITH ACTION; EXPERT ADVICE; NO BOND OR
SURETY. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall be liable for his
own willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes of fact or law.
Subject to the foregoing, (a) the Trustees shall not be responsible or liable in
any event for any neglect or wrongdoing of any officer, agent, employee,
consultant, adviser, administrator, distributor or principal underwriter,
custodian or transfer, dividend disbursing, Shareholder servicing or accounting
agent of the Trust, nor shall any Trustee be responsible for the act or omission
of any other Trustee; (b) the Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust
and their duties as Trustees, and shall be under no liability for any act or
omission in accordance with such advice or for failing to follow such advice;
and (c) in discharging their duties, the Trustees, when acting in good faith,
shall be entitled to rely upon the books of account of the Trust and upon
written reports made to the Trustees by any officer appointed by them, any
independent public accountant, and (with respect to the subject matter of the
contract involved) any officer, partner or responsible employee of a Contracting
Party appointed by the Trustees pursuant to Section 3.3. The Trustees as such
shall not be required to give any bond or surety or any other security for the
performance of their duties.

Section 6.3 INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder (or
former Shareholder) of any Sub-Trust of the Trust shall be charged or held to be
personally liable for any obligation or liability of the Trust solely by reason
of being or having been a Shareholder and not because of such Shareholder's acts
or omissions or for some other reason, said Sub-Trust (upon proper and timely
request by the Shareholder) shall assume the defense against such charge and
satisfy any judgment thereon, and the Shareholder or former Shareholder (or his
heirs, executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets of said Sub-Trust estate to be held harmless
from and indemnified against all loss and expense arising from such liability.

Section 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. The Trust shall
indemnify (from the assets of the Sub-Trust or Sub-Trusts in question) each of
its Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise [hereinafter referred to as
a "Covered Person"]) against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined in one of the manners
described below, that such Covered Person (i) did not act in good faith in the
reasonable belief that such Covered Person's action was in or not opposed to the
best

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interests of the Trust or (ii) had acted with willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office (either and both of the conduct described in (i)
and (ii) being referred to hereafter as "Disabling Conduct). A determination
that the Covered Person is not entitled to indemnification due to Disabling
Conduct may be made by (i) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be indemnified
was not liable by reason of Disabling Conduct, (ii) dismissal of a court action
or an administrative proceeding against a Covered Person for insufficiency of
evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a
review of the facts, that the indemnitee was not liable by reason of Disabling
Conduct by (a) a vote of a majority of a quorum of Trustees who are neither
"interested persons" of the Trust as defined in section 2(a)(19) of the 1940 Act
nor parties to the proceeding, or (b) an independent legal counsel in a written
opinion. Expenses, including accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time in advance
of the final disposition of any such action, suit or proceeding, provided that
the Covered Person shall have undertaken to repay the amounts so paid to the
Sub-Trust in question if it is ultimately determined that indemnification of
such expenses is not authorized under this Article VI and (i) the Covered Person
shall have provided security for such undertaking, (ii) the Trust shall be
insured against losses arising by reason of any lawful advances, or (iii) a
majority of a quorum of the disinterested Trustees who are not a party to the
proceeding, or an independent legal counsel in a written opinion, shall have
determined, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the Covered Party
ultimately will be found entitled to indemnification.

Section 6.5 COMPROMISE PAYMENT. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 6.4,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the disinterested
Trustees who are not a party to the proceeding or (b) by an independent legal
counsel in a written opinion. Approval by the Trustees pursuant to clause (a)
or by independent legal counsel pursuant to clause (b) shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.

Section 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article VI, "Covered Person". shall include such person's heirs, executors
and administrators, an "interested Covered Person" is one against whom the
action, suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending or
threatened, and a "disinterested" person is a person against whom none of such
actions, suits or other proceedings or another

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action, suit or other proceeding on the same or similar grounds is then or has
been pending or threatened. Nothing contained in this article shall affect any
rights to indemnification to which personnel of the Trust, other than Trustees
and officers, and other persons may be entitled by contract or otherwise under
law, nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person.

Section 6.7 LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.

ARTICLE VII

MISCELLANEOUS

Section 7.1 DURATION AND TERMINATION OF TRUST. Unless terminated as
provided herein, the Trust shall continue without limitation of time and,
without limiting the generality of the foregoing, no change, alteration or
modification with respect to any Sub-Trust shall operate to terminate the Trust.
The Trust or any Sub-Trust may be terminated at any time by a majority of the
Trustees then in office subject to a favorable vote of a majority of the
outstanding voting securities, as defined in the 1940 Act, Shares of each
Sub-Trust voting separately by Sub-Trust, proposed to be terminated under the
authority of such vote.

Upon termination, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or anticipated as may be
determined by the Trustees, the Trust (or the appropriate Sub-Trust if not all
Sub-Trusts) shall in accordance with such procedures as the Trustees consider
appropriate reduce the remaining assets of the appropriate Sub-Trust to
distributable form in cash, securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with the
provisions of subsection (d) of Section 4.2.

Section 7.2 REORGANIZATION. The Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one or more
Sub-Trusts, to another trust, partnership, association or corporation organized
under the laws of any state of the United States, or to the Trust to be held as
assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares
or other securities (including, in the case of a transfer to another Sub-Trust
of the Trust, Shares of such other Sub-Trust) with such transfer either (1)
being made subject to, or with the assumption by the transferee of, the
liabilities belonging to each Sub-Trust the assets of which are so transferred,
or (2) not being made subject to, or not with the assumption of, such
liabilities; provided, however, that no assets belonging to any particular
Sub-Trust shall be so transferred unless the terms of such transfer shall have
first been approved at a meeting called for the purpose by the affirmative vote
of the holders of a majority of the outstanding voting Shares, as defined in the
1940 Act, of that Sub-Trust. Following such transfer, the Trustees shall
distribute such cash, shares or other securities (giving due effect to the
assets and liabilities

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belonging to and any other differences among the various Sub-Trusts or classes
thereof the assets belonging to which have been so transferred) among the
Shareholders of the Sub-Trust or class the assets belonging to which have been
so transferred; and if all of the assets of the Trust have been so transferred,
the Trust shall be terminated.

The Trust, or any one or more Sub-Trusts, may, either as the successor,
survivor, or non-survivor, (1) consolidate with one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States, to form a
new consolidated trust, partnership, association or corporation under the laws
of which any one of the constituent entities is organized, or (2) merge into one
or more other trusts, partnerships, associations or corporations organized under
the laws of the Commonwealth of Massachusetts or any other state of the United
States, or have one or more such trusts, partnerships, associations or
corporations merged into it, any such consolidation or merger to be upon such
terms and conditions as are specified in an agreement and plan of reorganization
entered into by the Trust, or one or more Sub-Trusts as the case may be, in
connection therewith. The terms "merge" or "merger" as used herein shall also
include the purchase or acquisition of any assets of any other trust,
partnership, association or corporation which is an investment company organized
under the laws of the Commonwealth of Massachusetts or any other state of the
United States. Any such consolidation or merger shall require the affirmative
vote of the holders of a majority of the outstanding voting Shares, as defined
in the 1940 Act, of each Sub-Trust that would not survive such consolidation or
merger or, surviving, the holders of whose Shares would be adversely affected
(within the meaning of section 77 of the Massachusetts Business Corporation Law)
thereby.

Section 7.3 AMENDMENTS. All rights granted to the Shareholders under this
Declaration of Trust are granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided, except that no amendment
shall repeal the limitations on personal liability of any Shareholder or Trustee
or repeal the prohibition of assessment upon the Shareholders without the
express consent of each Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust (whether or not related
to the rights of Shareholders) may be amended at any time, so long as such
amendment does not adversely affect the rights of any Shareholder (within the
meaning of section 77 of the Massachusetts Business Corporation Law) with
respect to which such amendment is or purports to be applicable and so long as
such amendment is not in contravention of applicable law, including the 1940
Act, by an instrument in writing signed by a majority of the then Trustees (or
by an officer of the Trust pursuant to the vote of a majority of such Trustees).
Any amendment to this Declaration of Trust that adversely affects the rights of
Shareholders (within the meaning of said section 77) may be adopted at any time
by an instrument in writing signed by a majority of the then Trustees (or by an
officer of the Trust pursuant to a vote of a majority of such Trustees) when
authorized to do so by the vote in accordance with subsection (e) of Section 4.2
of Shareholders holding a majority of the Shares entitled to vote. Subject to
the foregoing, any such amendment shall be effective as provided in the
instrument containing the terms of such amendment or, if there is no provision
therein with respect to effectiveness, upon the execution of such instrument and
of a certificate (which may be a part of such instrument) executed by a Trustee
or officer of the Trust to the effect that such amendment has been duly adopted.

21
<PAGE>

Section 7.4 FILING OF COPIES; REFERENCES; HEADINGS. The original or a
copy of this instrument and of each amendment hereto shall be kept at the office
of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk,
as well as any other governmental office where such filing may from time to time
be required, but the failure to make any such filing shall not impair the
effectiveness of this instrument or any such amendment. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust as to whether or not
any such amendments have been made, as to the identities of the Trustees and
officers, and as to any matters in connection with the Trust hereunder; and,
with the same effect as if it were the original, may rely on a copy certified by
an officer of the Trust to be a copy of this instrument or of any such
amendments. In this instrument and in any such amendment, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed to refer to this instrument as a whole as the same may be amended or
affected by any such amendments. The masculine gender shall include the
feminine and neuter genders. Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof or control or affect the
meaning, construction or effect of this instrument. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.

Section 7.5 APPLICABLE LAW. This Agreement and Declaration of Trust is
created under and is to be governed by and construed and administered according
to the laws of the Commonwealth of Massachusetts, including the Massachusetts
Business Corporation Law as the same may be amended from time to time, to which
reference is made with the intention that matters not specifically covered
herein or as to which an ambiguity may exist shall be resolved as if the Trust
were a business corporation organized in Massachusetts, but the reference to
said Business Corporation Law is not intended to give the Trust, the Trustees,
the Shareholders or any other person any right, power, authority or
responsibility available only to or in connection with an entity organized in
corporate form. The Trust shall be of the type referred to in Section l of
Chapter 182 of the Massachusetts General Laws and of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.

Section 7.6 INFORMATION PURSUANT TO CODE OF MASSACHUSETTS
REGULATIONS. For the purposes of complying with 950 CMR 109.00 et seq., the
following information with respect to the Trust as of the date of the original
declaration of this Agreement and Declaration of Trust is set forth.

(a) The name of the Trust is "Integrity Investment Trust."

(b) The date of the organization of Trust is October 18, 1990.

(c) The name and address of the initial Trustee is James A. Dreher, One
Oakbrook Terrace, Oakbrook Terrace, Illinois 60181.

(d) The signature below on the executed original of this Agreement and
Declaration of Trust is that of the sole initial Trustee.

22
<PAGE>

(e) The principal place of business of the Trust is c/o Dreher &
Associates, Inc., One Oakbrook Terrace, Oakbrook Terrace, Illinois 60181. The
Trust may also maintain one or more other places of business, and its principal
place of business in Massachusetts is deemed to be at the address of its
resident agent in Massachusetts named in clause (h) below.

(f) As provided in Article IV hereof, the beneficial interest of the Trust
is divided into transferable shares.

(g) The Trust has the ability to merge and participate in reorganizations
pursuant to the provisions of Section 7.2 hereof.

(h) The Trustee designates as resident agent of the Trust for the purpose
of receiving service of process and other communications within Massachusetts
William B. King, whose address is c/o Goodwin, Procter & Hoar, Exchange Place,
Boston, Massachusetts 02109.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal for
himself and all other persons who become a Trustee hereunder and their
respective successors and assigns, as of the day and year first above written.

/s/ James A. Dreher
---------------------------------------
James A. Dreher

COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss

Then personally appeared before me in Boston, Massachusetts James A.
Dreher, who acknowledged the foregoing to be his free act and deed, this 18th
day of October, 1990.

/s/ William Bruce King
---------------------------------------
Notary Public
My commission expires September 9, 1994

<PAGE>

EXHIBIT 99.B1B

AMENDMENT NO. 1
AGREEMENT AND DECLARATION OF TRUST

INTEGRITY INVESTMENT TRUST

A trust known as INTEGRITY INVESTMENT TRUST (the "Trust") was created
by an Agreement and Declaration of Trust dated October 18, 1990 by James A.
Dreher, Trustee, on behalf of himself and all other persons who became trustees
thereunder. Section 7.3 of that Agreement and Declaration of Trust provides
that the provisions of the Agreement and Declaration of Trust may be amended at
any time, so long as such amendment does not adversely affect the rights of any
Shareholder with respect to which such amendment is or purports to be applicable
and so long as such amendment is not in contravention of applicable law,
including the Investment Company Act of 1940, by an instrument in writing signed
by a majority of the then trustees of the Trust. Pursuant to the authority
granted by Section 7.3 and Section 4.2 of the Agreement and Declaration of
Trust:

1. The name of the Trust shall be changed to "UNIVERSAL CAPITAL
INVESTMENT TRUST"; and

2. The name of the Sub-Trust previously designated "Integrity Growth
Fund" shall be changed to "UNIVERSAL CAPITAL GROWTH FUND";
in each case, to be effective immediately upon execution hereof.

* * * *

IN WITNESS WHEREOF, the undersigned, the sole Trustee and the
President of the Trust, hereby certifies that the foregoing amendment was duly
adopted by the sole Trustee of the Trust on November 2, l990, and has hereunto
set his hand and seal this 2nd day of November, 1990.

/s/ James A. Dreher
-----------------------------------
James A. Dreher
Trustee and President,
Integrity Investment Trust

State of Illinois )
)
County of DuPage )

James A. Dreher, personally known to me and personally known to me to
be the sole Trustee and the President of Integrity Investment Trust, appeared
before me in Oakbrook Terrace, Illinois and acknowledged the foregoing to be his
free act and deed, this 2nd day of November, 1990.

/s/ Barbara Ann Cummings
---------------------------------
Notary Public

<PAGE>

EXHIBIT 99.B2
BY-LAWS

UNIVERSAL CAPITAL INVESTMENT TRUST
(as amended through May 16, 1994

ARTICLE 1

Agreement and Declaration of Trust

1.1 GENERAL. These By-Laws shall be subject to the Agreement and
Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of UNIVERSAL CAPITAL INVESTMENT TRUST, a Massachusetts business trust
(the "Trust") established by the Declaration of Trust.

ARTICLE 2

Meetings of Trustees

2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held
with or without notice at such places and at such times as the Trustees may from
time to time determine, provided that the place and time of any such regular
meeting held without notice shall be subject to unanimous determination by the
Trustees.

2.2 TELEPHONE MEETINGS. Except as provided in the Investment Company
Act of 1940, Trustees may participate in any regular or special meeting of the
Trustees by means of a conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time and participation by such means shall constitute presence in
person at a meeting.

2.3 NOTICE OF MEETINGS. Subject to the provisions of Section 2.1.,
notice of the place, day and hour of every regular and special meeting shall be
given to each Trustee by mailing at least three (3) days, or by telegraphing or
telephoning or delivering personally the same at least one (1) day, before the
meeting. It shall not be requisite to the validity of any meeting of the
Trustees that notice thereof shall have been given to any Trustee who is present
thereat, or if absent waives notice thereof in writing, filed with the minutes
of the meeting, either before or after the holding thereof. No notice of any
adjourned meeting of the Trustees need be given.

2.4 QUORUM. A majority of the Trustees then in office shall be
necessary to constitute a quorum for the transaction of business at every
meeting of the Trustees; but, if at any meeting there be less than a quorum
present, a majority of those present may adjourn the meeting from time to time,
without notice other than by announcement at the meeting until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally convened.

<PAGE>

2.5 ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Trustees or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by a majority of the
Trustees then in office or a majority of the members of such committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Trustees or such committee.

ARTICLE 3

Officers

3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust may also
have such agents as the Trustees from time to time may in their discretion
appoint. Any officer may be, but need not be, a Trustee or Shareholder. Any
two (2) more offices may be held by the same person.

3.2 ELECTION. The President, the Vice Presidents (if any), the
Treasurer and the Secretary shall be elected annually by the Trustees at their
first meeting in each calendar year or at such later meeting in such year as a
majority of the Trustees then in office may determine. Other officers, if any,
may be elected by the Trustees at such meeting or at any other time. Vacancies
in any office may be filled at any time.

3.3 TENURE. Each officer shall hold office and each agent shall
retain authority at the pleasure of the Trustees.

3.4 POWERS. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to the office occupied by him as if the Trust were organized as a Massachusetts
business corporation and such other duties as the Trustees may from time to time
designate. The Trustees may, however, restrict the powers or duties of any
officer.

3.5 CHAIRMAN. Unless the Trustees otherwise provide, the Chairman
shall be a Trustee of the Trust and shall preside at all meetings of the
shareholders and Board of Trustees. The Chairman shall have the powers of chief
executive officer of the Trust, and in such capacity, he shall have general
supervision of the affairs of the Trust and general control of all of its
business. [added January 14, 1991]

3.6 PRESIDENT. Unless the Trustees otherwise provide, the President
shall have the powers of chief operational officer of the Trust, and in such
capacity, he shall have active control of the operations and business of the
Trust, subordinate only to the Chairman, the Executive Committee of the Board of
Trustees and the Board of Trustees. [amended January 14, 1991]

3.7 VICE PRESIDENTS. The Vice Presidents shall, in the absence or
disability of the President, and in the order designated by the Trustees,
perform the duties and exercise the

2
<PAGE>

powers of the President and, in addition, shall at all time perform such other
duties and exercise such other powers as may be prescribed by the Trustees or
the President, to whose supervision they shall be subject. [renumbered January
14, 1991]

3.8 SECRETARY. The Secretary shall attend all meetings of the
Trustees and all meetings of the Shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose. Subject to Section 2.1
hereof, he shall give, or cause to be given, notice of all meetings of the
Trustees and meetings of the Shareholders, and shall perform such other duties
as may be prescribed by the Trustees or President, to whose supervision he shall
be subject. The Secretary shall keep in safe custody the seal of the Trust and,
when authorized by the Trustee, affix the same to any instrument requiring it,
which seal when so affixed may be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary. [renumbered January 14, 1991]

3.9 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the Trust and shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with any
custodian, investment adviser, or transfer, accounting or Shareholder servicing
or similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.
[renumbered January 14, 1991]

3.10 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at
any time by written instrument signed by him and delivered to the President, the
Secretary or the Trustees. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. The Trustees may remove
any officer elected by them with or without cause. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee or officer
resigning and no officer removed shall have any right to any compensation for
any period following his resignation or removal, or any right to damages on
account of such removal. [renumbered January 14, 1991]

ARTICLE 4

Committees

4.1 QUORUM; VOTING. A majority of the members of any Committee of
the Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a majority of the
members present (a quorum being present) or evidenced by one or more writings
signed by a majority of the members of such Committee. Members of a Committee
may participate in a meeting of such Committee be means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.

3
<PAGE>

ARTICLE 5

Offices, Fiscal Year and Seal

5.1 OFFICES. The Trust shall maintain an office of record in Boston,
Massachusetts, which office may be the office of any resident agent appointed by
the Trust if located in that City. The Trust may maintain one or more other
offices, including its principal office, outside of Massachusetts, in such
cities as the Trustees may determine from time to time. Unless the Trustees
otherwise determine, the principal office of the Trust shall be located in
Oakbrook Terrace, Illinois.

5.2 FISCAL YEAR. Except as from time to time otherwise provided by
the Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Trustees and subsequent fiscal years
shall end on such date in subsequent years.

5.3 SEAL. The Trustees may, but shall not be required to, adopt a
seal of the Trust.

ARTICLE 6

Records, Reports and Execution Of Papers

6.1 RECORDS. Except as may otherwise be required by law or by the
Trustees, the records of the Trust need not be retained at either the principal
office of the Trust or at the Trust's office of record in Boston, Massachusetts,
and may be retained by one or more of any adviser, custodian, transfer,
accounting, Shareholder, servicing or similar agents, but such records shall at
all times be made available to any officer of the Trust having charge thereof,
to the Trustees, and to any other officer or agent of the Trust authorized by
the Trustees or the President to have access to such records.

6.2 REPORTS. The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.

6.3 EXECUTION OF PAPERS. Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, contracts, notes and other obligations made by the Trustees shall
be signed by the President, any Vice President or by the Treasurer and need not
bear the seal of the Trust, but shall state the substance of, or more make
reference to, the provisions of Section 6.1 of the Declaration of Trust.

4
<PAGE>

ARTICLE 7

Issuance of Certificates For Shares

7.1 CERTIFICATES. In lieu of issuing certificates for Shares of one
or more of the Funds, the Trustees or the transfer agent may either issue
receipts therefor or may keep accounts upon the books of the Trust for the
record holders of such Shares, who shall in either case be deemed, for all
purposes hereunder, to be the holders of such Shares and shall be held to have
expressly assented and agreed to the terms hereof.

The Trustees may at any time authorize the issuance of certificates
representing Shares of one or more of the Funds. In that event, each
Shareholder upon request shall be entitled to a certificate stating the number
of Shares of the applicable Fund owned by him, in such form as shall be
prescribed from time to time by the Trustees. Such certificate shall be signed
by the President or a Vice President and by the Treasurer or Assistant Treasurer
or the Secretary. Such signatures may be facsimiles if the certificate bears
the manual signature of a transfer agent or registrar, other than a Trustee,
officer or employee of the Trust. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall cease to be such
officer before such certificate is issued, it may be issued by the Trust with
the same effect as if he were such officer at the time of its issue. [amended
5/16/94]

7.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction
or the mutilation of a certificate, a duplicate certificate may be issued in
place thereof, upon such terms and with such indemnity and/or surety as the
Trustees shall prescribe.

7.3 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of Shares of
any Fund as to which the Trust issues certificates shall be entitled to a new
certificate if the instrument or transfer substantially describes the debt or
duty that is intended to be secured thereby. Such new certificate shall express
on its face that it is held as collateral security, and the name of the pledgor
shall be stated thereon, who alone shall have the rights (including, without
limitation, dividend and distribution rights and voting rights) of the
Shareholder. A pledgee of Shares of any Fund as to which the Trust does not
issue certificates shall be entitled to have the pledge registered on the books
of the Trust pertaining to that Fund.

7.4 DISCONTINUE OF ISSUANCE OF CERTIFICATES. The Trustees may at any
time discontinue the issuance of certificates for Shares of one or more of the
Funds, and may, by written notice to each Shareholder, require the surrender of
certificates representing the Shares of the applicable Fund to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
the Shares of such Fund.

5
<PAGE>

ARTICLE 8

Amendments to the By-Laws

8.1 GENERAL. These By-Laws may be amended or repealed, in whole or
in part, by a majority of the Trustees then in office at any meeting of the
Trustees, by one or more writings signed by such a majority.

[Conclusion of By-Laws.]

<PAGE>

NUMBER [Graphic] SHARES

ACCOUNT NO. CUSIP 913 391 108

UNIVERSAL CAPITAL GROWTH FUND
A SERIES OF UNIVERSAL CAPITAL INVESTMENT TRUST
(A Massachusetts Business Trust)
Shares of Beneficial Interest
SEE REVERSE FOR
CERTAIN DEFINITIONS

THIS CERTIFIES THAT

IS A REGISTERED OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES (WITHOUT PAR VALUE) OF

________________________ UNIVERSAL CAPITAL GROWTH FUND _________________________

a Series of Shares established and designated under the Agreement and
Declaration of Trust of Universal Capital Investment Trust, a Massachusetts
business trust (the "Trust"), dated October 18, 1990, as amended from time to
time (the "Trust Agreement"). The terms of the Trust Agreement, a copy of which
is on file with the Secretary of the Commonwealth of Massachusetts, are hereby
incorporated by reference as fully as if set forth herein in their entirety. As
provided in the Trust Agreement, the beneficial interest in the Trust has been
divided in Shares of such Series as may be established and designated from time
to time, and the Shares evidenced hereby represent the beneficial interest in an
undivided proportionate part of the assets belonging to the above designated
Series subject to the liabilities belonging to such Series. Such Series and
other Series have the relative rights and preferences set forth in the Trust
Agreement and the Trust will furnish to the holder of this certificate upon
written request and without charge a statement of such relative rights and
preferences. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST
pursuant to the procedures that may be determined by the Trustees in accordance
with the Trust Agreement. This certificate is issued by the Trustees of
Universal Capital Investment Trust no individually but as Trustees under the
Trust Agreement, and represents shares of the above designated Series and does
not bind any of the Trustees, Shareholders, Officers, Employees or Agents of the
Trust personally but only the assets and property of the Trust. Subject to the
provisions on the Trust Agreement, the Shares represented by this certificate
are transferable upon the books of the Trust by the registered holder hereof in
person or by this duly authorized attorney upon surrender of this certificate.

IN WITNESS WHEREOF, the said Corporation has caused this certificate to be
signed by its duly authorized officers and sealed with the Seal of the
Corporation, this _______________ day of _________________, 199__.

________________________________ [Seal] ______________________________
SECRETARY PRESIDENT
<PAGE>

The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - _____________Custodian_____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_____________
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /__________________________________________

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

________________________________________________________________________________

______________________________________________________________SHARES REPRESENTED
BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
_______________________________________ ATTORNEY TO TRANSFER THE SAID SHARES ON
THE BOOKS OF THE WITHIN-NAMED TRUST WITH FULL POWER OF SUBSTITUTION IN THE
PREMISES.

DATED__________________________

____________________________________

NOTICE: The signature of this Assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatsoever.

<PAGE>

EXHIBIT 99.B5
INVESTMENT ADVISORY AGREEMENT

INTEGRATED FINANCIAL SERVICES, INC., a registered investment adviser (the
"Adviser"), and DREHER & ASSOCIATES, INC., a registered broker-dealer
("Dreher"), each a corporation organized under the laws of the State of Illinois
and having its principal office and place of business in Oakbrook Terrace,
Illinois (the "Adviser"), and UNIVERSAL CAPITAL INVESTMENT TRUST, a
Massachusetts business trust registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act") and having its
principal office and place of business in Oakbrook Terrace, Illinois (the
"Trust"), hereby agree as follows:

1. APPOINTMENT OF ADVISER.

(a) Initial Fund. The Trust appoints the Adviser to act as manager and
investment adviser to Universal Capital Growth Fund (the "Fund"), a series of
the Trust, for the period and on the terms herein set forth. The Adviser
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.

(b) Additional Funds. If the Trust establishes one or more series of
shares other than the Fund with respect to which it wishes to retain the Adviser
to render management and investment advisory services hereunder, it shall notify
the Adviser in writing, indicating the advisory fee which will be payable with
respect to the additional series of shares. If the Adviser is willing to render
such services, it shall notify the Trust in writing, whereupon such series of
shares shall become a Fund hereunder.

2. DUTIES OF ADVISER.

The Adviser, at its own expense, shall furnish the following services and
facilities to the Trust:

(a) Investment Program. The Adviser will (i) furnish continuously an
investment program of the Fund, (ii) determine (subject to the overall
supervision and review of the Board of Trustees of the Trust (the "Trustees"))
what investments shall be purchased, held, sold or exchanged by the Fund and
what portion, if any, of the assets of the Fund shall be held uninvested, and
(iii) make changes on behalf of the Trust in the investments of the Fund. The
Adviser will also manage, supervise and conduct the other affairs and business
of the Trust and the Fund and matters incidental thereto, subject always to the
control of the Trustees and to the provisions of the Declaration of Trust and
Bylaws and the 1940 Act.

(b) Office Space and Facilities. The Adviser shall furnish the Trust
office space in the offices of the Adviser, or in such other place or places as
may be agreed upon from time to time, and all necessary office facilities,
simple business equipment, supplies, utilities, and telephone service for
managing the affairs and investments of the Trust. These services are exclusive
of the necessary services and records of any dividend disbursing agent, transfer
agent, registrar, custodian or fund accounting agent.

<PAGE>

(c) Personnel. The Adviser shall provide all necessary executive and
clerical personnel for administering the affairs of the Trust and shall
compensate the Trustees and all personnel and officers of the Trust if such
persons are also employees of the Adviser or its affiliates, except as provided
in Paragraph 3(g) hereof.

(d) Portfolio Transactions. The Adviser shall place all orders for the
purchase and sale of portfolio securities for the account of the Fund with
brokers or dealers selected by the Adviser, although the Fund will pay the
actual brokerage commissions on portfolio transactions in accordance with
Paragraph 3(d). In executing portfolio transactions and selecting brokers or
dealers, the Adviser will use its best efforts to seek on behalf of the Trust or
the Fund the best overall terms available for any transaction. The Adviser
shall consider all factors it deems relevant, including the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of the
commission, if any (for the specific transaction and on a continuing basis).

To the extent contemplated by the Trust's registration statement under
the 1933 Act, in evaluating the best overall terms available, and in selecting
the broker or dealer to execute a particular transaction, the Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund
and/or other accounts over which the Adviser or an affiliate of the Adviser
exercises investment discretion. Consistent with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and subject to seeking the
most favorable combination of net price and execution available, the Adviser may
consider sales of shares of a Fund as a factor in the selection of broker-
dealers to execute portfolio transactions for the Fund. The Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund which
is in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Adviser determines
in good faith that such commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of that particular transaction or in terms of all of the accounts over
which investment discretion is so exercised.

The Adviser (or an affiliate of the Adviser) may act as broker for
Trust in connection with the purchase or sale of securities by or to Trust if
and to the extent permitted by procedures adopted from time to time by the
Trustees. Such brokerage services are not within the scope of the duties of the
Adviser under this agreement, and, within the limits permitted by law and the
Trustees, the Adviser (or an affiliate of the Adviser) may receive brokerage
commissions, fees or other remuneration from Trust for such services in addition
to its fee for services as Adviser.

(e) Other Services. Within the limits permitted by law, the Adviser may
receive compensation from the Trust for other services performed by it for the
Trust which are not within the scope of the duties of the Adviser under this
agreement.

2
<PAGE>

3. ALLOCATION OF EXPENSES.

Except for the services and facilities to be provided by the Adviser as set
forth in Paragraph 2 above, the Trust assumes and shall pay all expenses for all
other Trust operations and activities and shall reimburse the Adviser for any
such expenses incurred by the Adviser. The expenses to be borne by the Trust
shall include, without limitation:

(a) the charges and expenses of any registrar, stock transfer or dividend
disbursing agent, custodian or depository appointed by the Trust for the
safekeeping of its cash, portfolio securities and other property or agent
performing fund accounting services;

(b) payments under the Trust's distribution plan or plans adopted pursuant
to rule 12b-1 under the 1940 Act;

(d) brokerage commissions and any other costs incurred for transactions in
the portfolio securities of the Trust;

(e) all taxes, including issuance and transfer taxes, and corporate fees
payable by the Trust to Federal, state or other governmental agencies;

(f) the cost of stock certificates (if any) representing shares of the
Trust;

(g) expenses involved in registering and maintaining registrations of the
Trust and of its shares with the Securities and Exchange Commission and various
states and other jurisdictions, including reimbursements of actual expenses
incurred by the Adviser in performing such functions for the Trust and including
compensation of employees of the Adviser in proportion to the time spent on such
matters;

(h) all expenses of shareholders' and Trustees' meetings, including
meetings of committees and of preparing, printing and mailing proxy statements,
quarterly reports, semi-annual reports, annual reports and other communications
to shareholders (but not expenses of printing and mailing any such documents
used for promotional purposes);

(i) all expenses of preparing and setting in type prospectuses, and
expenses of printing and mailing the same to shareholders (but not expenses of
printing and mailing of prospectuses and literature used for promotional
purposes);

(j) compensation and travel expenses of Trustees who are not "interested
persons" within the meaning of the 1940 Act;

(k) the expense of furnishing, or causing to be furnished, to each
shareholder a statement of the shareholder's account, including the expense of
mailing;

3
<PAGE>

(l) charges and expenses of legal counsel in connection with matters
relating to the Trust, including, without limitation, legal services rendered in
connection with the Trust's corporate and financial structure and relations with
its shareholders, issuance of Trust shares and registration and qualification of
securities under Federal, state and other laws;

(m) the expenses of attendance at professional meetings of organizations
such as the Investment Company Institute by the Trustees and officers of the
Trust, and the membership or association dues of such organizations;

(n) the cost and expense of maintaining the books and records of the
Trust, including general ledger accounting;

(o) the expense of obtaining and maintaining insurance including a
fidelity bond as required by Section 17(g) of the 1940 Act;

(p) interest payable on Trust borrowings; and

(q) postage.

4. ADVISORY FEE.

(a) For the services and facilities to be provided to the Fund by the
Adviser as provided in Paragraph 2 hereof, the Trust shall pay the Adviser a
monthly fee with respect to the Fund as soon as practical after the last day of
each calendar month, which fee shall be paid at the rate set forth below based
upon the Monthly Average Net Assets (as defined in subparagraph (c) below) of
the Fund for such calendar month:

ADVISORY FEE SCHEDULE

Monthly Average Monthly
Net Assets Fee Rate

Up to and including
$250 million 1/12 of 1.00%

Over $250 million 1/12 of .75%

(b) In the case of termination of this Agreement during any calendar
month, the fee for that month shall be reduced proportionately based upon the
number of calendar days during which it is in effect and the fee shall be
computed upon the average net assets of the Fund for the business days during
which it is so in effect.

(c) The "Monthly Average Net Assets" of the Fund for any calendar month
shall be equal to the quotient produced by dividing (i) the sum of the net
assets of the Fund, determined in accordance with procedures established from
time to time by or under the direction of the Trustees in accordance with the
Agreement and Declaration of

4
<PAGE>

Trust of the Trust, as of the close of business on each day during such month
that the Fund was open for business, by (ii) the number of such days.

5. EXPENSE LIMITATION.

The Adviser agrees that for any fiscal year of the Trust during which the
total of all expenses of the Fund (including investment advisory fees under this
agreement, but excluding interest, portfolio brikerage commissions and expenses,
taxes and extraordinary items) exceeds the lowest expense limitation imposed in
any state in which the Fund is then making sales of its shares or in which its
shares are then qualified for sale, the Adviser will reimburse the Fund for such
expenses not otherwise excluded from reimbursement by this Paragraph 5 to the
extent that they exceed such expense limitation.

In consideration for the Trust's appointment of Dreher as distributor of
the shares of beneficial interest of the Trust pursuant to a separate agreement,
Dreher hereby guarantees the performance by the Adviser of its obligations
pursuant to this paragraph 5.

6. TRUST TRANSACTIONS.

The Adviser agrees that neither it nor any of its officers or directors
will take any long or short position in the shares of the Trust; provided,
however, that such prohibition:

(a) shall not prevent the Adviser from purchasing shares of the Trust if
orders to purchase such shares are placed upon the receipt by the Adviser of
purchase orders for such shares and are not in excess of such purchase orders
received by the Adviser; and

(b) shall not prevent the purchase of shares of the Trust by any of the
persons above described for their account and for investment.

7. RELATIONS WITH TRUST.

Subject to and in accordance with the Agreement and Declaration of Trust
and Bylaws of the Trust and the Articles of Incorporation and Bylaws of the
Adviser, respectively, it is understood that the Trustees, officers, agents and
shareholders of the Trust are or may be interested in the Adviser (or any
successor thereof) as directors, officers, or otherwise, that directors,
officers, agents and shareholders of the Adviser are or may be interested in the
Trust as Trustees, officers, shareholders or otherwise, and that the effect of
any such adverse interests shall be governed by the Agreement and Declaration of
Trust, Articles of Incorporation and Bylaws.

8. LIABILITY OF ADVISER AND OFFICERS AND
TRUSTEES OF THE TRUST.

No provision of this Agreement shall be deemed to protect the Adviser
against any liability to the Trust or its shareholders to which it might
otherwise be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its

5
<PAGE>

duties or the reckless disregard of its obligations and duties under this
Agreement. Nor shall any provision hereof be deemed to protect any Trustee or
officer of the Trust against any such liability to which he might otherwise be
subject by reason of any willful misfeasance, bad faith, gross negligence or
reckless disregard of his obligations and duties. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
itherwise the remainder of this Agreement shall not be affected thereby.

9. DURATION AND TERMINATION OF THIS AGREEMENT.

(a) Duration. This Agreement shall become effective on the date hereof.
Unless terminated as herein provided, this Agreement shall remain in full force
and effect until January 13, 1993 and shall continue in full force and effect
for successive periods of one year thereafter so long as such continuance is
approved at least annually (i) by either the Trustees or by vote of a majority
of the outstanding voting shares (as defined in the 1940 Act) of the Fund, and
(ii) in either event by the vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval.

Any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 1940 Act) of the Fund shall be effective
to continue this Agreement notwithstanding that this Agreement has not been
approved by the vote of a majority of the outstanding shares of the Trust,
unless such approval shall be required by any other applicable law or otherwise.

(b) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of the Trustees or by vote of a majority of the
outstanding shares (as defined in the 1940 Act) of the Fund, or by the Adviser
on sixty (60) days' written notice to the other party.

10. SERVICES NOT EXCLUSIVE.

The services of the Adviser to the Trust hereunder are not to be deemed
exclusive, and the Adviser shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.

11. LIMITATION OF LIABILITY.

The obligations of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Trust,
personally, but shall bind only the assets and property of the Trust as provided
in the Agreement and Declaration of Trust of the Trust. The execution and
delivery of this Agreement have

6
<PAGE>

been authorized by the Trustees and shareholders of the Trust and signed by an
authorized officer of the Trust, acting as such, and neither such authorization
by the Trustees and shareholders nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and property
of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, this Investment Advisory Agreement has been executed
for the Adviser, Dreher and the Trust by their duly authorized officers, as of
the 14th day of January, 1991.

INTEGRATED FINANCIAL SERVICES, INC.

By: /s/ James A. Dreher
---------------------------------
James A. Dreher, President

DREHER & ASSOCIATES, INC.

By: /s/ James A. Dreher
---------------------------------
James A. Dreher, President

UNIVERSAL CAPITAL INVESTMENT TRUST

By: /s/ Nicholas J. Biscan
----------------------------------
Nicholas J. Biscan, President

<PAGE>

EXHIBIT 99.B6A
UNIVERSAL CAPITAL INVESTMENT TRUST

DISTRIBUTION AGREEMENT

DREHER & ASSOCIATES, INC., a registered broker-dealer and a corporation
organized under the laws of the State of Illinois and having its principal
office and place of business in Oakbrook Terrace, Illinois ("Dreher"), and
UNIVERSAL CAPITAL INVESTMENT TRUST, a Massachusetts business trust having its
principal office and place of business in Oakbrook Terrace, Illinois (the
"Trust") which offers shares of beneficial interest in one or more series,
hereby agree:

1. APPOINTMENT OF DREHER. The Trust hereby appoints Dreher as its
exclusive agent to sell and distribute its shares ("Shares") at the offering
price thereof as from time to time determined in the manner herein provided.
Dreher hereby accepts such appointment and agrees during the term of this
Distribution Agreement to provide the services and to assume the obligations
herein set forth. The Trust agrees that it will not, without Dreher's consent,
sell or agree to sell Shares otherwise than through Dreher, except that (a) the
Trust may itself sell Shares as an investment to the trustees, officers,
directors and bona fide full-time employees of the Trust, Dreher and the Trust's
investment adviser; and (b) the Trust may issue Shares in connection with a
merger, consolidation or acquisition of assets on such basis as may be
authorized or permitted under the Investment Company Act of 1940; provided that
in no event as to any of the foregoing exceptions shall Shares be issued and
sold at less than the net asset value thereof.

2. BASIS OF SALE OF SHARES. Dreher does not agree to sell any specific
number of shares. Shares will be sold by Dreher as agent for the Trust only
against orders therefor. Dreher will not purchase Shares from anyone other than
the Trust except as agent for the Trust.

3. OFFERING PRICE. All Shares offered for sale by Dreher shall be
offered for sale at a price per Share (the "Offering Price") equal to (a) the
net asset value per Share (determined in the manner set forth in the Agreement
and Declaration of Trust of the Trust) plus, (b) except as set forth in the then
current Prospectus relating to the Shares sold, a sales charge applicable to
Shares which shall be the percentage of the Offering Price of such Shares as set
forth in the then current effective Prospectus relating to the Shares sold. The
Offering Price, if not an exact multiple of one cent, shall be adjusted to the
nearest cent.

4. MANNER OF OFFERING. Dreher will conform to the securities laws of any
jurisdiction in which it sells, directly or indirectly, any shares. Dreher also
agrees to furnish to the Trust sufficient copies of any agreements, plans or
sales literature it intends to use in connection with any sales of Shares in
adequate time for the Trust to file and clear them with the proper authorities
before they are put in use, and not to use them until so filed and cleared.

<PAGE>

Dreher shall have the right to accept or reject orders for the purchase of
Shares. Any consideration which Dreher may receive in connection with a
rejected purchase order will be returned promptly to the prospective purchaser.
The Trust or its transfer agent or shareholder servicing agent is authorized to
confirm sales of Shares on behalf of Dreher. The Trust shall register or cause
to be registered all Shares sold by Dreher pursuant to the provisions hereof in
such name or names and amounts as Dreher may request from time to time and the
Trust shall issue or cause to be issued certificates evidencing such Shares for
delivery to Dreher or pursuant to Dreher's direction if and to the extent that
the Trust contemplates the issuance of such share certificates. All shares of
the Trust, when so issued and paid for, shall be fully paid and nonassessable.

5. SECURITIES LAWS. The Trust has delivered to Dreher a copy of the
current Prospectus(es) relating to Shares. The Trust agrees that it will use
its best efforts to continue the effectiveness of the Trust's Registration
Statement under the Securities Act of 1933. The Trust further agrees to prepare
and file any amendments to its Registration Statement as may be necessary and
any supplemental data in order to comply with the Securities Act of 1933. The
Trust has already registered under the Investment Company Act of 1940 as an
investment company, and it will use its best efforts to maintain such
registration and to comply with the requirements of said Act.

At Dreher's request, the Trust will take such steps as may be necessary and
feasible to qualify shares for sale in states, territories or dependencies of
the United States of America, in the District of Columbia and in foreign
countries, in accordance with the laws thereof, and to renew or extend any such
qualification; provided, however, that the Trust shall not be required to
qualify shares or to maintain the qualification of shares in any state,
territory, dependency, district or country where it shall deem such
qualification disadvantageous to the Trust.

Dreher agrees that:

(a) Neither Dreher nor any of Dreher's officers will take any long or
short position in the shares of the Trust, but this provision shall not prevent
Dreher or Dreher's officers from acquiring shares of the Trust for investment
purposes only;

(b) Dreher shall furnish to the Trust any pertinent information required
to be inserted with respect to Dreher as principal underwriter of the Shares
within the purview of the Securities Act of 1933 in any reports or registration
statements required to be filed with any governmental authority; and

(c) Dreher will not make any representations inconsistent with the
Registration Statement or Prospectus(es) relating to the Shares filed under the
Securities Act of 1933, as in effect from time to time.

2
<PAGE>

6. ALLOCATION OF EXPENSES.

(a) The Trust, either directly or through its investment adviser, will be
responsible for, and shall pay the expenses of:

(i) providing all necessary services, including fees and disbursements of
counsel, related to the preparation, setting in type, printing and filing of any
registration statement and/or prospectus(es) and statement(s) of additional
information required under the Securities Act of 1933, as amended, or under
state securities laws, covering the Shares, and all amendments and supplements
thereto, the mailing of any such prospectus(es) and statement(s) of additional
information to existing shareholders, and preparing, setting in type, printing
and mailing periodic reports to existing shareholders;

(ii) the cost of all registration or qualification fees;

(iii) the cost of preparing temporary and permanent share certificates
for shares of the Trust;

(iv) all Federal and state (if any) issue and/or transfer taxes payable
upon the issue by or transfer from the Trust to Dreher of Shares distributed
hereunder; and

(v) all payments made pursuant to the Trust's distribution plan adopted
pursuant to rule 12b-1 under the Investment Company Act of 1940.

(b) Except for the payments described in paragraph 6(a)(v), above, Dreher
shall bear all sales, promotion or distribution expenses in connection with the
distribution of Shares and shall be the sole judge of the extent to which sales
or promotion expenses shall be incurred. Expenses incurred in complying with
laws regulating the issue or sale of securities shall not be deemed to be sales,
promotion or distribution expenses. Dreher agrees that, after the
prospectus(es), statement(s) of additional information and periodic reports have
been set in type, it will bear the expense of printing and distributing any
copies thereof which are to be used in connection with the offering of shares to
investors. Dreher further agrees that it will bear the expenses of preparing,
printing and distributing any other literature used by Dreher or furnished by it
for use in connection with the offering of Shares for sale to the public.

(c) The Trust will be responsible for, and shall pay the expenses of,
maintaining shareholder accounts and furnishing or causing to be furnished to
each shareholder a statement of his account.

7. DREHER AS INDEPENDENT CONTRACTOR. Dreher shall be an independent
contractor. Dreher is responsible for its own conduct, for the employment,
control and conduct of its agents and employees and for injury to such agents or
employees or to others through its agents or employees. Dreher assumes full
responsibility for its agents and employees under applicable statutes and agrees
to pay all employer taxes thereunder.

3
<PAGE>

8. TERM OF AGREEMENT. This Distribution Agreement shall go into effect
on the date hereof and shall continue in effect until January 13, 1993, and
thereafter for successive periods of one year each if such continuance is
approved at least annually thereafter (i) either by an affirmative vote of a
majority of the outstanding shares of the Trust or by the Trustees, and (ii) in
either case by a majority of the Trustees who are not interested persons of
Dreher or (otherwise than as Trustees) of the Trust, cast in person at a meeting
called for the purpose of voting on such approval. Written notice of
discontinuance of this Distribution Agreement may be given by either party to
the other upon not less than sixty (60) days notice.

9. ASSIGNMENT. This Distribution Agreement may not be assigned by Dreher
and shall automatically terminate in the event of an attempted assignment by
Dreher; provided, however, that Dreher may employ or enter into agreements with
such other person, persons, corporation, or corporations, as it shall determine
in order to assist it in carrying out this Distribution Agreement.

10. INDEMNIFICATION BY DREHER. Dreher agrees to indemnify and hold
harmless the Trust or any other person who has been, is, or may hereafter be an
officer, Trustee or employee of the Trust against any loss, damage or expense
reasonably incurred by any of them in connection with any claim or in connection
with any action, suit, or proceeding to which any of them may be a party, which
arises out of or is alleged to arise out of or is based upon any untrue
statement or alleged untrue statement of a material fact, or the omission or
alleged omission to state a material fact necessary to make the statements made
not misleading, on the part of Dreher or any agent or employee of Dreher or any
other person for whose acts Dreher is responsible or is alleged to be
responsible, such as any dealer or person through whom sales are made pursuant
to an agreement with Dreher, unless such statement or omission was made in
reliance upon written information furnished by the Trust. The term "expenses"
for purposes of this and the next paragraph includes attorneys fees and amounts
paid in satisfaction of judgments or in settlements which are made with Dreher's
consent. The foregoing rights of indemnification shall be in addition to any
other rights to which the Trust or a Trustee may be entitled as a matter of law.

11. INDEMNIFICATION BY TRUST. The Trust agrees to indemnify and hold
harmless Dreher and each person who has been, is, or may hereafter be an
officer, director, employee or agent of Dreher against any loss, damage or
expense reasonably incurred by any of them in connection with any claim or in
connection with any action, suit or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of or is based upon any
untrue or alleged untrue statement of material fact, or the omission or alleged
omission to state a material fact necessary to make the statements therein not
misleading, contained in a registration statement or prospectus, or any
amendment or supplement thereto, unless such statement or omission was made in
reliance upon written information furnished by Dreher. The foregoing rights of
indemnification shall be in addition to any other rights to which Dreher may be
entitled as a matter of law. Nothing contained herein shall relieve Dreher of
any liability to the

4
<PAGE>

Trust or its shareholders to which Dreher would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties hereunder.

12. NON-EXCLUSIVE AGREEMENT. The services of Dreher to the Trust
hereunder shall not be deemed to be exclusive, and Dreher shall be free to (a)
render similar services to, and act as underwriter or distributor in connection
with the distribution of shares of, other investment companies, and (b) engage
in any other businesses and activities from time to time.

13. AMENDMENT. This Distribution Agreement may be amended at any time by
mutual agreement in writing of the parties hereto, provided that any such
amendment is approved by a majority of the Trustees who are not interested
persons of Dreher or by the holders of a majority of the outstanding shares of
the series of the Trust affected.

14. GOVERNING LAW. This Distribution Agreement shall be construed in
accordance with the laws of the State of Illinois.

15. LIMITATION OF LIABILITY. The obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the assets and
property of the Trust as provided in the Agreement and Declaration of Trust of
the Trust. The execution and delivery of this Agreement have been authorized by
the Trustees and shareholders of the Trust and signed by an authorized officer
of the Trust, acting as such, and neither such authorization by the Trustees and
shareholders nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally.

IN WITNESS WHEREOF, this Distribution Agreement has been executed for
Dreher and the Trust by their duly authorized officers, as of January 14, 1991.

DREHER & ASSOCIATES, INC.

By: /s/ James A. Dreher
-----------------------------------
James A. Dreher, President

UNIVERSAL CAPITAL INVESTMENT TRUST

By: /s/ Nicholas J. Biscan
-----------------------------------
Nicholas J. Biscan, President

<PAGE>

EXHIBIT 99.B6B

DREHER & ASSOCIATES, INC.
One Oakbrook Terrace, Suite 708
Oakbrook Terrace, Illinois 60181

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

SELLING GROUP AGREEMENT

UNIVERSAL CAPITAL INVESTMENT TRUST

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

Name of Firm

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

Address of Principal Office

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

City State Zip Code

Ladies and Gentlemen:

We are the distributor of the shares ("Shares") of Universal Capital
Investment Trust (the "Trust"), a Massachusetts business trust. We understand
that you are a member of the National Association of Securities Dealers, Inc.
(the "NASD") and, on the basis of such understanding, invite you to become a
member of the Selling Group to distribute the Shares of the Trust on the
following terms:

1. You agree to abide by the Rules of Fair Practice, the Constitution and
By-Laws of the NASD and all other rules and regulations that are now or may
become applicable to transactions hereunder.

2. Orders for Shares received from you and accepted by us will be at the
public offering price applicable to each order in accordance with the then
current effective Prospectus relating to the Shares. The procedure relating to
the handling of orders shall be subject to instructions which we shall forward
from time to time to all members of the Selling Group. All orders are subject
to acceptance by us and we reserve the right in our sole discretion to reject
any order in whole or in part.

<PAGE>

3. You shall be entitled to receive from the public offering price of
Shares sold by you the portion of sales commission which is retained by selling
dealers as set forth in the then current effective Prospectus relating to the
Shares, except during any period designated by us as a period during which
shares may be purchased without a sales commission. In addition, the Trust will
remit to us, as distributor of the Shares, an amount equal to an annual rate of
0.50% of the average net asset value of each Fund in accordance with the
Distribution Plan adopted by the Trust under the Investment Company Act of 1940
("Distribution Plan"). In turn, we will pay you, in accordance with the
provisions of the Distribution Plan, (i) a service fee in an amount equal to the
annual rate of .25% of the average daily net asset value of Shares owned by
shareholders for whom you perform account servicing (as defined in the
Distribution Plan) or for whom you are the dealer or holder of record; and (ii)
additional sales compensation in an amount equal to .25% of the average daily
net asset value of such shares; provided, however, that you are not entitled to
receive any reimbursement in the event that we cease to receive payments from
the Trust on account of Shares under the Distribution Plan and our reimbursement
to you will be reduced to the extent the payment to us from the Trust is
reduced. Payments to you shall be made quarterly after the end of the quarter
for which reimbursement is being made. There shall be no commissions payable on
the purchase of Shares through the direct reinvestment of any distributions made
by the Trust, which shall be at the current net asset value.

4. All purchases of Shares made under any cumulative purchase privilege
or letter of intent as set forth in the then current effective Prospectus
relating to the Shares shall be considered a collective individual transaction
for the purpose of determining the commission to which you are entitled as set
forth in paragraph 3 hereof.

5. As a member of the Selling Group, you agree to purchase Shares only
through us or from your customers. Purchases through us shall be made only for
the purpose of covering purchase orders already received from your customers,
and we agree that we will not place orders for the purchase of Shares from the
Trust except to cover purchase orders already received by us. Purchases from
your customers shall be at a price not less than the net asset value quoted by
the Trust at the time of such purchase.

6. You agree that you will not withhold placing customers' orders so as
to profit yourself as a result of such withholding.

7. You agree to sell Shares only (a) to your customers at the public
offering price then in effect or (b) to us as agent for the Trust or to the
Trust itself at the redemption price, as described in the Trust's then current
effective Prospectus relating to the Shares.

8. Settlement shall be made promptly, but in no case later than five (5)
business days after our acceptance of the order or, if so specified by you, we
will make delivery by draft on you, the amount of which draft you agree to pay
on presentation to you. If payment is not so received or made, the right is
reserved forthwith to cancel

2
<PAGE>

the sale or, at our option, to resell the Shares to the Trust at the then
prevailing public offering price in which latter case you agree to be
responsible for any loss resulting to the Trust or to us from your failure to
make payment as aforesaid.

9. If any Shares sold to you under the terms of this Agreement are
repurchased by the Trust or by us as agent, or are tendered to the Trust for
redemption within seven (7) business days after the date of our confirmation to
you of your original purchase order therefor, you agree to pay forthwith to us
the full amount of the commission allowed to you on the original sale and we
agree to pay such amount to the Trust when received by us. We shall notify you
of such repurchase within ten (10) days of the effective date of such
repurchase.

10. All sales will be subject to receipt of Shares by us from the Trust.
We reserve the right in our discretion without notice to you to suspend sales or
withdraw the offering of Shares entirely, or to modify or cancel this Agreement,
which shall be construed in accordance with the laws of the State of Illinois.
All sales shall be subject to the terms and provisions set forth in the then
current effective Prospectus relating to the Shares.

11. No person is authorized to make any representations concerning the
Trust or its Shares except those contained in the then current effective
Prospectus or Statement of Additional Information relating to the Shares and any
such information as may be released by the Trust as information expressly
supplemental to such Prospectus or Statement of Additional Information. In
purchasing Shares through us you shall rely solely on the representations
contained in the then current effective Prospectus or Statement of Additional
Information relating to the Shares and supplemental information mentioned above.

12. Additional copies of any such Prospectus(es) or Statements of
Additional Information and any printed information issued as supplemental to
such Prospectus(es) or Statements of Additional Information will be supplied by
us to members of the Selling Group in reasonable quantities upon request.

13. In no transaction shall you have any authority whatever to act as
agent of the Trust or of us or of any other member of the Selling Group, and
nothing in this agreement shall constitute either of us the agent of the other
or shall constitute you or the Trust the agent of the other. In all
transactions in the Shares between you and us, we are acting as agent for the
Trust and not as principal.

14. All communications to us shall be sent to us at One Oakbrook Terrace,
Suite 708, Oakbrook Terrace, Illinois 60181. Any notice to you shall be duly
given if mailed or electronically sent to you at your address as registered from
time to time with the NASD.

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<PAGE>

15. This Agreement may be terminated upon written notice by either party
at any time, and shall automatically terminate upon its attempted assignment by
you, whether by operation of law or otherwise, or by us otherwise than by
operation of law.

16. We reserve the right, from time to time and for limited periods, to
increase the sales commission you are entitled to receive under paragraph 3, but
in no event will such sales commission be in excess of the maximum sales
commission as set forth in the then current effective Prospectus relating to the
Shares.

17. By accepting this Agreement, you represent that you are registered as
a broker-dealer under the Securities Exchange Act of 1934, are qualified to act
as a dealer in the states or other jurisdictions where you transact business,
and are a member in good standing of the NASD and you agree that you will
maintain such registrations, qualification, and membership in good standing in
full force and effect throughout the term of this Agreement. You further agree
to comply with all applicable Federal laws, the laws of the states or other
jurisdictions concerned, the rules and regulations promulgated thereunder and
the Constitution, By-Laws and Rules of Fair Practice of the NASD and that you
will not offer or sell Shares in any state or jurisdiction where they may not
lawfully be offered and/or sold by you. You agree to indemnify us and the Trust
and to hold us and the Trust harmless from any damage or expense on account of
any wrongful act or omission, not in compliance with this Agreement by you or
any of your employees, representatives or agents.

If you are offering and selling Shares in jurisdictions outside the
several states, territories, and possessions of the united States and are not
otherwise required to be registered, qualified, or a member of the NASD, as set
forth above, you nevertheless agree to observe the applicable laws of the
jurisdiction in which such offer and/or sale is made, to comply with the full
disclosure requirements of the Securities Act of 1933 and the regulations
promulgated thereunder, to conduct your business in accordance with the spirit
of the Rules of Fair Practice of the NASD and to obey all applicable laws and
regulations.

18. This Agreement shall become effective upon receipt by us of a signed
copy hereof, and shall supersede any and all prior Selling Group agreements
relating to the Shares. All amendments to this Agreement shall take effect with
respect to and on the date of any orders placed by you after the date set forth
in the notice of amendment sent to you by the undersigned.

Dated:

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

DREHER & ASSOCIATES, INC.

By:
--------------------------

4
<PAGE>

The undersigned accepts your invitation to become a member of the Selling
Group and agrees to abide by the foregoing terms and conditions. The
undersigned acknowledges receipt of Prospectuses relating to the Shares for use
in connection with this offering.

Dated: Firm Name:
------------------ ------------------------
Address:
--------------------------

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

By:
-------------------------------
(Authorized Signature)

The above Agreement should be executed in duplicate and one copy returned to
Dreher & Associates, Inc.

<PAGE>

Exhibit 99-B8

MUTUAL FUND CUSTODY AGREEMENT

This agreement made as of this 14th day of January, 1991, by Universal
Capital Investment Trust, an unincorporated business trust under the laws of the
Commonwealth of Massachusetts, with its principal place of business located at
Oakbrook Terrace, Illinois (hereinafter "Fund"), and United Missouri Bank of
Kansas City, N.A., a national banking association with its principal place of
business located at Kansas City, Missouri (hereinafter "Custodian").

WITNESSETH:

WHEREAS, the Fund desires to appoint Custodian as its custodian for the
custody of securities and monies owned by the Fund which securities and monies
are to be held in such accounts as the Fund may establish from time to time; and

WHEREAS, Custodian is willing to accept such appointment on the terms and
conditions hereof.

NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto, intending to be legally bound, mutually covenant and agree
as follows:

1. APPOINTMENT OF CUSTODIAN.

The Fund hereby constitutes and appoints the Custodian as custodian of
securities and monies belonging to the Fund which have been or may be from time
to time deposited with the Custodian. Custodian accepts such appointment as a
custodian and agrees to perform the duties and responsibilities of Custodian as
set forth herein on the conditions set forth herein.

2. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the meanings
so indicated:

(a) "Security" or "Securities" shall mean stocks, bonds, bills, rights,
script, warrants, interim certificates, either temporary or permanent, and all
negotiable or nonnegotiable paper commonly known as securities and other
instruments or obligations.

(b) "Assets" shall mean Securities and monies held by the Custodian for the
benefit of the Fund.

(c) "Instructions", as used herein, shall mean written or oral instructions
to the Custodian from a designated representative of the Fund. It shall also
include messages conveyed electronically by means of a terminal located in the
office of the Fund or a computer-to-computer interface which is linked to the
Custodian's computer system if receipt of such messages is acknowledged by the
Custodian through the same system by which it was transmitted. The

<PAGE>

Custodian shall be fully protected and indemnified against any loss incurred in
properly acting on any information or instructions so entered into its system by
employees of the Fund to the extent authorized by the Resolution described in
Section 3 below. Where appropriate, Instructions shall be continuing
instructions.

The Custodian may, in its sole discretion, rely on oral instructions if no
mechanism is readily available for the transmission, including by facsimile, of
written instructions.

No later than the next business day immediately following each oral
Instruction, the Fund will send the Custodian written confirmation of such oral
Instruction. Either party may record on tape, or otherwise, any oral
Instruction whether given in person or via telephone.

3. DELIVERY OF CORPORATE DOCUMENTS.

Each of the parties to this Agreement represents that its execution does
not violate any of the provisions of its respective charter, agreement and
declaration of trust, articles of incorporation, articles of association or
bylaws and all required corporate action to authorize the execution and delivery
of this Agreement has been taken.

The Fund has delivered or will deliver to the Custodian prior to its
effective date, copies of a Resolution of its Board of Trustees and all
amendments or supplements thereto, properly certified or authenticated,
designating certain officers and/or employees of the Fund who may give oral or
written Instructions on behalf of the Fund or who may certify matters as
provided in Section 5(q)(5) below and authorizing the Custodian to rely upon
such Instructions or certification. Such Resolution may be considered to be in
full force and effect (and the Custodian will be protected in acting in reliance
thereon) until receipt by the Custodian of written notice to the contrary.
Unless the Resolution delegating authority to any person to give Instructions
specifically requires that the approval of anyone else will first have been
obtained, the Custodian will be under no obligation to inquire into the right of
the person giving such Instructions to do so.

4. DUTIES AND RESPONSIBILITIES OF THE FUND.

The Fund may deliver Assets belonging to it or cause them to be delivered
to the Custodian from time to time on and after the execution of this Agreement.
All Securities so delivered to the Custodian (other than bearer securities)
shall be registered in the name of the Custodian or its nominee, or the Fund or
its nominee. If registered in the name of the Fund or its nominee, such
securities shall be properly endorsed and in form for transfer satisfactory to
the Custodian.

5. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.

(a) Safekeeping.

The Custodian will receive delivery of and keep safely the Assets of each
of the various accounts established hereunder which are delivered to it from
time to time, such Assets to be

2
<PAGE>

segregated into such separate accounts. The Custodian will not deliver,
assign, pledge or hypothecate any of such Assets to any person except as
directed by the Fund acting in accordance with the provisions of this Agreement.
The Custodian is responsible for the Assets delivered to it by the Fund only
until such Assets have been transmitted to and received by other persons at the
direction of the Fund.

The Custodian may participate directly or indirectly in and the Fund hereby
approves use of the Treasury/Federal Reserve Book Entry System (as such entity
is defined at 17 CFR Section 270.17f-4(b)), Participants Trust Company, The
Depository Trust Company, and United Missouri Trust Company of New York. The
use of any other subcustodian or depository by Custodian must be approved in
writing by the Fund.

(b) Registration of Securities.

Custodian may hold stocks and other registerable portfolio securities which
have been delivered to it, by registering the same in the name of the Fund or
its nominee, or in the name of the Custodian or its nominee, for whose actions
the Fund and Custodian, respectively, shall be fully responsible. In addition,
the Custodian may hold such securities in street certificate form, so called,
with or without any indication of fiduciary capacity. However, unless it
receives instructions to the contrary, the Custodian will register all such
portfolio securities in the name of the Custodian's authorized nominee.
Securities may also be registered in the nominee of any central depository,
clearing corporation or other entity with which securities may be deposited with
approval of the Fund (and the Fund shall indemnify and hold the Custodian
harmless against liability it incurs solely as a holder of record or by virtue
of its indemnification of any subcustodian for losses incurred by any such
subcustodian or its nominee solely as a holder of record). All Securities,
which are held directly or indirectly by the Custodian hereunder, shall at all
times be identifiable on the records of the Custodian.

Notwithstanding any other provision of this Agreement, the Custodian, upon
receipt of Instructions, will undertake to deliver Assets, provided such Assets
are on hand and available, in connection with the Fund's transactions and to
transfer such Assets to such broker, dealer, subcustodian, depository, bank,
agent or otherwise as specified in such Instructions. Notwithstanding any of
the foregoing, no authorizations or Instructions received by the Custodian from
the Fund will be deemed to authorize or permit any director, trustee, officer,
employee, or agent of the Fund to withdraw any of the Assets of the Fund upon
the mere receipt of such authorization or Instructions from such director,
trustee, officer, employee or agent.

(d) Exchange of Securities.

Upon receipt of Instructions, the Custodian will exchange, or cause to be
exchanged, portfolio securities delivered to it by the Fund for other securities
or cash paid in connection with any reorganization, recapitalization, merger,
consolidation, or conversion of convertible securities, and will deposit any
such securities in accordance with the terms of any reorganization or protective
plan.

3
<PAGE>

Without Instructions, the Custodian is authorized to exchange securities
held by it in temporary form for securities in definitive form, to effect an
exchange of shares in a stock split or when the par value of the stock is
changed, to sell any fractional shares, and, upon receiving payment therefor, to
surrender bonds or other securities held by it at maturity or call.

(e) Purchases or Sales of Securities Other Than Options and Futures.

The Fund will, when Securities are purchased or sold on behalf of any one
of its accounts, give the Custodian Instructions which shall specify with
respect to each such purchase or sale:

(1) The name of the issuer and the description of the security
including CUSIP number;

(2) The number of shares or the principal amount purchased or sold,
and accrued interest, if any;

(3) The trade date;

(4) The settlement date;

(5) The total amount payable upon such purchase or the total amount
to be received on such sale;

(6) The name of the person from whom or the broker or dealer through
whom the purchase or sale was made.

In accordance with such Instructions, Custodian shall, with respect to a
purchase, pay for out of monies held in the Fund's account for which the
purchase was made, but only insofar as monies are available therein for such
purpose, and receive the portfolio securities so purchased. Such payment will
be made only upon receipt by the Custodian of the Securities so purchased in
form for transfer satisfactory to the Custodian.

In accordance with such Instructions, the Custodian will, with respect to a
sale, deliver or cause to be delivered the Securities thus designated as sold to
the broker or other person specified in the Instructions relating to such sale,
such delivery to be made only upon receipt of payment therefor in such form as
is satisfactory to the Custodian, with the understanding that the Custodian may
deliver or cause to be delivered securities and arrange for payment therefor in
accordance with the customs then prevailing among dealers in securities. If the
Custodian makes arrangements for payments in accordance with the customs then
prevailing among dealers in securities and does not subsequently receive
payment, it will use its best efforts to obtain payment.

After complying with the reporting requirements of paragraphs (j) and (p)
of this Section 5, Custodian shall have no duty or responsibility, except on the
receipt of further Instructions from the Fund, to take any steps to obtain
payment of cash due the Fund or delivery of Securities from brokers or others
either against payment or free of payment.

4
<PAGE>

(f) Puts of Securities Other Than Options and Futures.

The Fund will, when a put of Securities occurs on behalf of one of its
accounts, give the Custodian Instructions which shall specify with respect to
each such put:

(1) The name of the issuer and description of the Securities
including CUSIP number and its then current location;

(2) The number of shares or principal amount put or sold, and accrued
interest, if any;

(3) The trade date;

(4) The settlement date;

(5) The total amount to be received by the Custodian upon such put;

(6) The name and address of the broker or dealer through whom or
person to whom the put was made and appropriate delivery
instructions; and

(7) The notification time and date and the time and date of delivery.

In accordance with such Instructions, the Custodian will deliver or cause
to be delivered the Securities thus designated as put for the Fund to the broker
or other person specified in the Instructions relating to such transaction, such
delivery to be made only upon receipt of payment therefor in such form as is
satisfactory to the Custodian, with the understanding that the Custodian may
deliver or cause to be delivered securities and arrange for payment therefor in
accordance with the customs then prevailing among dealers in securities. If the
Custodian makes arrangements for payments in accordance with the customs then
prevailing among dealers in securities and does not subsequently receive
payment, it will use its best efforts to obtain payment.

If Custodian has made proper delivery, made a best-efforts attempt to
collect amounts due and complied with the reporting requirements of paragraphs
(j) and (p) below, the Custodian shall have no duty or responsibility, except on
the receipt of further Instructions from the Fund, to take any additional steps
to obtain payment for Securities put pursuant to Instructions of the Custodian.

(g) Purchases or Sales of Security Options, Options on Indices,
Security Index Futures Contracts, and Options on Index Future
Contracts.

The Fund will, upon the occurrence of a purchase or sale of the following
options and/or futures on behalf of any one of its accounts, give the Custodian
Instructions which shall specify with respect to each such purchase or sale:

(1) Security Options.

a) The underlying security;

5
<PAGE>

b) The price at which purchased or sold;

c) The expiration date;

d) The number of contracts;

e) The exercise price;

f) Whether the transaction is an opening, exercising, expiring
or closing transaction;

g) Whether the transaction involves a put or call;

h) Whether the option is written or purchased;

i) The name and broker number of the broker or dealer through
whom the sale or purchase was made.

(2) Options on Indices.

a) The index;

b) The price at which purchased or sold;

c) The exercise price;

d) The premium;

e) The multiple;

f) The expiration date;

g) Whether the transaction is an opening, exercising, expiring
or closing transaction;

h) Whether the transaction involves a put or call;

i) Whether the option is written or purchased; and

j) The name and broker number of the broker or dealer through
whom the sale or purchase was made, and other applicable
settlement Instructions.

(3) Security Index Future Contracts.

a) The last trading date specified on the contract;

b) The multiple;

6
<PAGE>

c) Any margin requirement;

d) The name and broker number of the futures commission
merchant through whom the sale or purchase was made, and
applicable settlement Instructions.

(4) Option on Index Future Contracts.

a) The underlying index future contract;

b) The premium;

c) The expiration date;

d) The number of options

e) The exercise price;

f) Whether the transaction involves an opening, exercising,
expiring or closing transaction;

g) Whether the transaction involves a put or call;

h) Whether the option is written or purchased; and

i) The name and broker number of the futures commission
merchant through whom the sale or purchase was made, and
applicable settlement Instructions.

5) With respect to any such options and futures transactions, the
Instructions, if appropriate, shall include the need for a
segregated margin account, pledge of securities, escrow receipt
or any other appropriate collateral instructions.

(h) Pledges or Loans of Securities:

(1) Upon receipt of Instructions from the Fund, Custodian will
release or cause to be released Securities held in custody to the
pledgees designated in such Instructions by way of pledge or
hypothecation to secure loans incurred by the Fund with various
lenders including but not limited to United Missouri Bank of
Kansas City, N.A.; provided, however, that the Securities shall
be released only upon payment to the Custodian of the monies
borrowed, except that in cases where additional collateral is
required to secure existing borrowings, further Securities may be
released or delivered, or caused to be released or delivered for
that purpose upon receipt of Instructions. Upon receipt of
Instructions, the Custodian will pay, but only from funds
available for such purpose, any such loan upon

7
<PAGE>

redelivery to it of the Securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such
loan.

(2) Upon receipt of Instructions, the Custodian will release
Securities held in custody to the borrower designated in such
Instructions; provided, however, that the Securities shall be
released only upon deposit with the Custodian of adequate
collateral as specified in such Instructions, and that the
Custodian retain on the Fund's behalf the right to any dividends,
interest or distribution on such loaned Securities. Upon receipt
of Instructions and the loaned Securities, the Custodian will
release the collateral to the borrower.

(i) Deposit Accounts.

The Custodian will open and maintain a special purpose deposit account in
its own commercial banking department for each of the Fund's accounts
(hereinafter the "Account"), subject only to draft or order by the Custodian
upon receipt of Instructions. All monies received by the Custodian from the
Fund or otherwise for the benefit of the Fund shall be deposited in the
appropriate Account, and all monies paid by the Custodian to the Fund or
otherwise for the benefit of the Fund shall be charged to the appropriate
Account.

(j) Failure of Delivery or Receipt of Securities.

In addition to complying with the reporting requirements of paragraph (p)
below, the Custodian shall promptly notify the Fund of any failure to receive or
to deliver any Securities pursuant hereto.

(k) Assets Held Outside of the United States.

If the Fund deposits or acquires "foreign securities", as defined in
paragraph (c)(l) of Rule 17f-5 of the Investment Company Act of 1940, as such
Act may be amended (the "Act"), the Custodian shall execute an agreement with an
"eligible foreign subcustodian" (as defined in the Act), which agreement shall
define the duties and responsibilities of the Fund, the Custodian, and the
subcustodian with respect to such foreign securities, and shall be approved by
the Board of Directors of the Fund. The Fund agrees to provide the Custodian
with a certified copy of resolutions of its Board that approve such agreement
and use of such foreign subcustodian.

(l) Routine Dealings.

The Custodian will, in general, attend to all routine and mechanical
matters in accordance with industry standards in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings with Securities or
other property of the Fund except as may be otherwise provided in this Agreement
or directed from time to time by Instructions from the Fund.

(m) Overdrafts.

8
<PAGE>

The Fund acknowledges that due to the timing of purchases and sales of
securities and the receipt and disbursement of funds there may, from time to
time, exist overdrafts in the Accounts maintained for its benefit. The Fund
hereby grants to United Missouri Bank of Kansas City, N.A. a right of set off in
any deposits and security positions which may be held by Custodian hereunder
(except for Assets pledged to secure loans as described in Section 10 hereof and
any assets held in segregated sub-accounts established under the provisions of
Section 5(g)(5)) to cover such overdrafts as may exist from time to time.

(n) Collection of Income and Other Payments.

(1) The Custodian will take such action as may be necessary and
proper in connection with the collection, receipt and deposit of
such income and other payments, including but not limited to the
presentation for payment of:

a) All coupons and other income items requiring presentation;

b) All other Securities which may mature; and

c) All other Securities that may be called, redeemed,
exchanged, retired or otherwise become payable and regarding
which the Custodian has notice which is contained in
publications of the type to which it normally subscribes for
such purpose, or actual knowledge if not so published.

i) Unless it receives specific Instructions, the Custodian
shall have no liability for its failure to exchange or
surrender any security under the circumstances
described herein if, at the time of its deposit,
purchase or other receipt by the Custodian, the
security had been called, exchanged, redeemed or been
subject to similar prior action.

ii) Should any Securities held in any central depository
system be called for a partial redemption by the issuer
thereof, the Custodian shall allot the called portion
among its beneficial holders in accordance with its
random selection process.

(2) The Custodian shall execute ownership and other certificates and
affidavits for all federal, state and local tax purposes in
connection with the collection of bonds, notes and coupons.

(3) The Custodian will take such action as may be necessary and
proper in connection with endorsement for collection, in the name
of the Fund or its nominee or the Custodian or its nominee, of
all checks, drafts or other negotiable instruments.

9
<PAGE>

(4) The Custodian, however, will not be required to institute suit or
take other extraordinary action to enforce collection except upon
receipt of Instructions and upon being indemnified to its
satisfaction against the costs and expenses of such suit or other
actions.

(5) The Custodian will deal with stock rights pursuant to
Instructions. Unless prior Instructions have been received to
the contrary, the Custodian will sell any rights held on the last
trade date prior to the date of expiration of such rights.

(6) Subject to the provisions of paragraph (n)(l)(c) of this Section
5, the Custodian shall promptly notify the Fund of any default in
payment of funds on securities that have matured, been called, or
redeemed.

(7) The Custodian will assist the Fund by advising it, to the extent
the Custodian has notice which is contained in publications to
which it normally subscribes for such purposes, or actual
knowledge if not so published, of all announcements of
reorganizations, mergers, consolidations, recapitalizations, or
rights or privileges to subscribe, convert, exchange, put, redeem
or tender securities subject to this Agreement. In this regard
Custodian will use its best efforts to convey such information to
the Fund in a timely manner based on the circumstances of each
particular case. Whenever any such rights or privileges exist,
the Fund will provide Custodian with timely Instructions. Absent
Custodian's timely receipt of such Instructions, Custodian shall
not be liable for not taking any action or not exercising such
rights prior to their expiration. For purposes of this
subparagraph, "timely" shall have the same meaning as in
paragraph (q)(10) below.

(o) Proxies and Notices; Compliance with the Shareholders Communication
Act of 1985.

The Custodian will promptly mail or cause to be mailed to the Fund or its
designee all proxies and proxy statements affecting or relating to the
Securities held by the Custodian for the Fund. Except as provided by this
Agreement or pursuant to Instructions received by Custodian from the Fund,
neither it nor its nominees shall exercise any power inherent in any such
Securities, including a power to vote the same, or execute any proxy, power of
attorney, or other similar instrument voting any of such Securities or give any
consent, approval or waiver with respect thereto, or take any other similar
action.

The Custodian will not release the identity of the Fund to an issuer which
requests such information pursuant to the Shareholder Communications Act of 1985
for the specific purpose of direct communications between such issuer and the
Fund unless the Fund directs the Custodian otherwise in writing.

(p) Books and Records.

10
<PAGE>

The Custodian shall maintain records relating to its activities under this
Agreement in such a way that the Fund will be able to meet its obligations under
the Investment Company Act of 1940. These records shall be open for inspection
by duly authorized officers, employees or agents (including independent public
accountants) of the Fund during normal business hours of the Custodian.

The Custodian shall provide Accountings relating to its activities under
this Agreement as shall be agreed upon by the Fund and the Custodian.

The Custodian shall maintain its computer system in such a way that the
Fund may, by means of a terminal located in its office or a computer-to-computer
interface, each of which is connected to the Custodian's computer system, access
information concerning the Assets held for it.

With respect to securities deposited by the Custodian in a clearing agency
which acts as a securities depository or the book-entry system, the Custodian
shall send to the Fund reports received from the appropriate Federal Reserve
Bank or clearing agency on its respective system of internal accounting control,
as agreed upon by the Fund and the Custodian. The Custodian shall also send to
the Fund such reports on its own system of internal accounting control as the
Fund may request from time to time.

(q) Limitation of Liability of Custodian.

(1) The Custodian shall hold harmless and indemnify the Fund from and
against any loss or liability arising out of the Custodian's
failure to comply with the terms of this Agreement or arising out
of the Custodian's negligence, willful misconduct or bad faith.
In no event, however, shall the Custodian be liable for any
consequential damages. To the extent any loss indemnified
hereunder by the Custodian involves the loss, theft or negligent
transfer of any securities, the Custodian shall replace such
securities in kind if possible. If such replacement is not
possible, the Custodian shall reimburse the Account in an amount
equal to the market value of such securities on the date of the
discovery of such incident.

For purposes of this paragraph, if the loss, theft, or negligent
transfer of any security is discovered:

(i) at the time of a sale, put, tender, redemption, exchange or
similar action, "market value" shall mean the amount of
cash or the then current market value of any security the
Custodian would have received had the security held pursuant
to this Agreement not been lost, stolen or negligently
transferred and the sale, put, tender, redemption, exchange
or similar action had taken place, or

11
<PAGE>

(ii) at any other time, the market value of such security on the
date of the audit or other event that discloses the loss,
theft or negligent transfer.

Use of United Missouri Trust Company of New York will not affect
any of the Custodian's responsibilities hereunder. The Custodian
may, at its discretion, insure against loss from any cause but
shall be under no obligation to do so.

(2) The Custodian may request and obtain the advice and opinion of
counsel with respect to questions or matters of law, and it shall
be without liability to the Fund for any action taken or omitted
by it in good faith, in conformity with such advice or opinion.

(3) The Custodian may rely upon the advice of the Fund and upon
statements of the Fund's accountants and other persons believed
by it in good faith, to be expert in matters upon which they are
consulted, and the Custodian shall not be liable for any actions
taken, in good faith, upon such statements.

(4) If the Fund requires the Custodian in any capacity to take, with
respect to any Securities, any action which involves the payment
by it, or which in the Custodian's opinion might make it or its
nominee liable for the payment of monies or in any other way, the
Custodian, upon notice to the Fund given prior to such actions,
shall be and be kept indemnified by the Fund in an amount and
form satisfactory to the Custodian against any liability on
account of any such action.

(5) The Custodian shall be protected in acting as a custodian
hereunder upon any instructions, advice, notice, request,
consent, certificate, instrument or paper appearing to it to be
genuine and to have been properly executed and shall, unless
otherwise specifically provided herein, be entitled to receive as
conclusive proof of any fact or matter required to be ascertained
from the Fund hereunder a certificate signed by any officer of
the Fund specifically authorized for such purposes.

(6) Without limiting the generality of any other provisions hereof,
the Custodian shall be under no duty or obligation to inquire
into, and shall not be liable for:

(i) the validity of the issue of any Securities purchased by or
for the Fund, the legality of the purchase thereof or
evidence of ownership required to be received by the Fund,
or the propriety of the decision to purchase or amount paid
therefor; or

12
<PAGE>

(ii) the legality of the sale of any securities by or for the
Fund, or the propriety of the amount for which the same were
sold.

(7) The Custodian shall not be liable for, or considered to be the
custodian of, any money represented by any check, draft, wire
transfer, clearing house funds, uncollected funds, or instruments
for the payment of money received by it, until the Custodian
actually receives such money, provided only that it shall advise
the Fund promptly if it fails to receive any such money in the
ordinary course of business, and it shall use its best efforts
and cooperate with the Fund toward the end that such money shall
be received.

(8) With the exception of the United Missouri Trust Company of New
York, the Custodian shall not be responsible for any loss
occasioned by the acts, neglects, defaults or insolvency of any
broker, bank, trust company or any other person with whom the
Custodian may deal in the absence of its own negligence, willful
misconduct or bad faith.

(9) Custodian shall not be responsible for losses resulting from
events beyond its control such as strikes, lockouts or labor
disputes, war, riots, equipment or transmission failure or
damage, fire, flood, nuclear fission or fusion, earthquake,
tornado, or other natural disaster, any action or inaction of
governmental authority, or other causes beyond its control.

(10) So long as Custodian performs its duties and responsibilities
under this Agreement, it shall have no liability to the Fund for
any costs, expenses or losses incurred as a result of its failure
to receive Instructions in a timely manner. For this purpose
"timely" shall be determined by reference to the time required,
based on normal industry practices, for performance of the duties
required of it by any particular Instruction.

(11) The Custodian shall be responsible only for the Assets held
directly by the Custodian or its nominees, and United Missouri
Trust Company of New York or its nominees. The Custodian shall
not be liable or responsible for any Assets held by any
subcustodian or depository approved by the Fund. The Custodian
shall not be liable or responsible for any Assets held directly
by the Fund or held directly by any other custodian contracted
with directly by the Fund.

6. OTHER CUSTODIANS AND SUBCUSTODIANS.

The Custodian does hereby assign to the Fund, and will cooperate with the
Fund as reasonably requested from time to time in actions to assert and perfect,
any rights or causes of action which the Custodian may have now or hereafter
against any other subcustodian or depository approved by the Fund pursuant to
the provisions of Section 5(a) hereof to the extent

13
<PAGE>

of any loss incurred by the Fund as a result of the actions of any such other
subcustodian or depository.

7. COMPENSATION.

The Fund will pay to the Custodian such compensation as is agreed to in
writing by the Custodian and the Fund from time to time.

The Custodian shall be entitled to receive and the Fund agrees to pay the
Custodian, reimbursement for such cash disbursements, costs and expenses as may
be agreed upon from time to time by the Custodian and the Fund.

If, as the result of carrying out their duties under this Agreement, either
party is unjustly enriched at the expense of the other, the injured party shall
be compensated in accordance with industry standards and practices for
resolution of unjust enrichment cases.

8. TERMINATION AND ASSIGNMENT.

The Fund or the Custodian may terminate this Agreement by notice to the
other in writing, delivered or mailed, postage prepaid (certified mail, return
receipt requested) to the other not less than 90 days prior to the date upon
which such termination shall take effect. Upon termination of this Agreement,
the Fund shall pay to the Custodian such fees as may be due the Custodian
hereunder as well as its reimbursable disbursements, costs and expenses paid or
incurred to such date. In such event, the Custodian shall deliver, at the
terminating party's expense, all Assets held by it hereunder to the Fund or as
otherwise designated by the Fund. Upon such delivery, the Custodian shall have
no further obligations or liabilities under this Agreement except as to the
final resolution of matters relating to activity occurring prior to the
effective date of termination.

This Agreement may not be assigned by the Custodian or the Fund without the
respective consent of the other, duly authorized by a resolution by its board of
directors.

9. NOTICES.

Notices, requests, instructions and other writings delivered to the Fund at
One Oakbrook Terrace, Suite 708, Oakbrook Terrace, Illinois 60181, postage
prepaid, or to such other address as the Fund may have designated to the
Custodian in writing, shall be deemed to have been properly delivered or given
to the Fund hereunder; and notices, requests, instructions and other writings
delivered to the Securities Administration Department of the Custodian at its
office at 928 Grand Avenue, Kansas City, Missouri, or mailed to the Custodian's
Securities Administration Department, postage prepaid, to Post Office Box 226,
Kansas City, Missouri 64141, or to such other addresses as the Custodian may
have designated to the Fund in writing, shall be deemed to have been properly
delivered or given to the Custodian hereunder.

14
<PAGE>

10. LOAN AGREEMENTS.

The Fund may, from time to time, borrow from banks or other lenders
including United Missouri Bank of Kansas City, N.A. The Fund acknowledges that
in the event of any such borrowing or the incurring of any such obligations,
such bank may require it to grant to such bank a perfected security interest in
that portion of the securities (except for Assets held in a segregated margin
account or otherwise pledged in connection with options or futures contracts and
for Assets pledged to secure other loans previously made hereunder) held by the
Custodian as agreed upon by the Fund and the lender. If required by any such
lender and on receipt of Instructions from the Fund, Custodian will deliver
Securities to the lender in accordance with the provisions of Section 5(h)
hereof. In the event of any such borrowing or the incurring of any such
obligation, the Fund further acknowledges that such bank may require a right of
set-off against all monies and security positions (except for Assets held in a
segregated margin account or otherwise pledged in connection with options or
futures contracts and for Assets pledged to secure other loans previously made
hereunder) held for the benefit of the Fund and that all such securities and
money will be subject to all of the terms and conditions of any note, security
agreement, or other document required by such bank to be executed by the Fund or
the Custodian in connection with any such borrowing or the incurring of any such
obligation.

11. MISCELLANEOUS.

(a) This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of such state.

(b) All of the terms and provisions of this Agreement shall be
binding upon, and inure to the benefit of, and be enforceable by the respective
successors and assigns of the parties hereto.

(c) No provisions of this Agreement may be amended or modified, in
any manner except in writing, properly executed by both parties hereto.

(d) The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

(e) This Agreement shall be effective as of the date of execution
hereof.

(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

(g) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid by any court of competent
jurisdiction, the remaining portion or portions shall be considered severable
and shall not be affected, and the rights and obligations of the parties shall
be construed and enforced as if this Agreement did not contain the particular
part, term or provision held to be illegal or invalid.

15
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund Custody
Agreement to be executed by their duly respective authorized officers.

UNIVERSAL CAPITAL INVESTMENT TRUST

BY /s/ Nicholas J. Biscan
------------------------------------------

ATTEST:

/s/ James A. Dreher
- ------------------------------
UNITED MISSOURI BANK OF KANSAS CITY, N.A.

BY /s/ David F. Larrabee
-----------------------------------------
ATTEST:

/s/ [illegible]
- ------------------------------

16
<PAGE>

UNITED MISSOURI BANK OF KANSAS CITY, n.a.

AND

UNITED MISSOURI TRUST COMPANY OF NEW YORK

A. ANNUAL FEE:

An annual fee to be computed as of month end and payable on the last
day of each month of the Company's fiscal year, at the annual rate of:

$0.25 for each $1,000 forming part of the first $100,000,000 of
the net assets of the Fund(s) as of that day, plus

$0.15 for each $1,000 forming part of the next $900,000,000 of
the net assets of the Fund(s) as of that day, plus

$0.10 for each $1,000 forming part of the next $1,000,000,000 of
the net assets of the Fund(s) as of that day, plus

$0.05 for each $1,000 forming part of the next $3,000,000,000 of
the net assets of the Fund(s) as of that day, plus

$0.025 for each $1,000 forming part of the next $5,000,000,000 of
the net assets of the Fund(s) as of that day, plus

$0.01 for each $1,000 forming part of any amount exceeding
$10,000,000,000 of the assets of the Fund(s) as that day, plus

B. PORTFOLIO TRANSACTION FEES:

(a) For each portfolio transaction processed through a $10.00
Depository or Federal Book-entry by the Bank

(b) For each portfolio transaction processed through 20.00
PTC or our New York office

(d) For each option contract written 25.00

(e) For each principal/interest paydown 9.00

(f) For each reorganization/capital change 25.00

<PAGE>

C. EARNINGS CREDIT:

(a) Earnings credit will be computed on the daily collected balance(s)
times the weekly average of the 91-day Treasury Bill discount rate
computed on a monthly basis (less required reserves & FDIC premiums).

(b) If excess earnings credit (AFTER associated DDA expenses are paid) is
available from any affiliated DDA account(s), the credit will be
combined with any existing custody balance earnings credit to form the
total earnings credit balance(s) available. This total earnings
credit will be applied toward the monthly invoice(s) for custody
services.

(c) If excess credits exist AFTER all associated DDA and custody services
fees are paid, these excess credits can be used to offset any other
legitimate fund expense.

(d) Overdrafts will be calculated at United Missouri Bank's prime rate and
charged against the earnings credit balance(s) available.

(e) Any excess earnings credit(s) will be carried over to the following
month(s). Any deficiency will be added onto the fee invoice for that
month.

Universal Capital Investment Trust and United Missouri Bank of Kansas City,
n.a. accept and agree to this fee schedule, as specified in this Agreement,
beginning ______________, 19___ for a minimum of two (2) years.

Fees for services not included or contemplated by this schedule will be
negotiated based on analysis of the services to be performed and by mutual
agreement between the above named parties.

Acceptance of this fee schedule is hereby acknowledged this 14th day of
January, 1991.

UNIVERSAL CAPITAL INVESTMENT UNITED MISSOURI BANK OF KANSAS
TRUST CITY, n.a.

By: /s/ Nicholas J. Biscan By: /s/ David F. Larrabee
------------------------ -------------------------
Title: President Title: Vice President
-------------------- ------------------------

<PAGE>

EXHIBIT 9.B9A

TRANSFER AGENCY AGREEMENT

Jones & Babson, Inc., a Missouri corporation (the "Transfer Agent"),
and Universal Capital Investment Trust, a Massachusetts business trust
registered with the Securities and Exchange Commission as an open-end investment
company (the "Fund"), agree that:

1. DEFINITIONS. Whenever used in this agreement, the following words and
phrases, unless the context otherwise requires, have the following meanings:

(a) "Authorized Person" includes the President, any Vice President, the
Secretary or any Assistant Secretary, the Treasurer or any Assistant Treasurer,
of the Fund, or any other person, whether or not such person is an Officer or
employee of the Fund, duly authorized to give Oral Instructions and Written
Instructions on behalf of the Fund as indicated in a certification pursuant to
Section 6(c) or 6(d) as may be received by the Transfer Agent from time to time;

(b) "Board" means the Board of Trustees or Directors of the Fund.

(c) "Certificate" means any notice, instructions or other instrument in
writing, authorized or required by this agreement to be given to the Transfer
Agent, which is actually received by the Transfer Agent and signed on behalf of
the Fund by any two Officers thereof;

(d) "Charter" means the Articles of Incorporation or Agreement and
Declaration of Trust of the Fund (as the case may be), as the same may be
amended from time to time;

(e) "Commission" means the Securities and Exchange Commission;

(f) "Custodian" means the custodian of the securities and moneys owned by
the Fund, which is to be United Missouri Bank n.a., unless and until the
Transfer Agent shall receive a certificate otherwise;

(g) "Fund" means Universal Capital Investment Trust, a Massachusetts
business trust registered under the Investment Company Act of 1940 as an open-
end diversified management investment company;

(h) The "1940 Act" means the Investment Company Act of 1940 and the Rules
and Regulations of the Commission thereunder;

(i) "Officer" means the President, any Vice President, the Secretary and
the Treasurer of the Fund;

(j) "Oral Instructions" means instructions orally communicated and
actually received by the Transfer Agent from an Authorized Person or from a
person reasonably believed by the Transfer Agent to be an Authorized Person;

<PAGE>

(k) "Prospectus" means the prospectus of the Fund relating to the Fund's
Shares that became effective most recently under the Securities Act of 1933, and
as it may subsequently have been supplemented;

(l) "Shares" means shares of beneficial interest, no par value per share,
of the Fund;

(m) "Shareholder" means registered owner of Shares;

(n) "Written Instructions" means a written communication actually received
by the Transfer Agent from an Authorized Person or from a person reasonably
believed by the Transfer Agent to be an Authorized Person by telex, facsimile
transmission or any other such system whereby the receiver of such communication
is able to verify through codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication;

2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent represents and
warrants to the Fund that it is duly registered as a transfer agent as provided
in Section 1 7A(c) of the Securities Exchange Act of 1934, as amended.

3. APPOINTMENT OF THE TRANSFER AGENT. Effective as of the date of this
agreement, the Fund appoints the Transfer Agent as transfer agent for all of the
Shares and as shareholder servicing agent of the Fund. The Transfer Agent
accepts such appointments and agrees to perform the duties herein set forth.

4. COMPENSATION.

(a) The Fund shall compensate the Transfer Agent for its services rendered
under this agreement in accordance with the fees set forth in the fee schedule
annexed hereto and incorporated herein.

(b) The compensation agreed to hereunder may be adjusted from time to time
by attaching a revised fee schedule, dated and signed by an Officer of each
party hereto, to this agreement.

(c) The Transfer Agent shall present a bill to the Fund as soon as
practicable after the end of each calendar month, detailed in accordance with
the fee schedule. The Fund shall promptly pay to the Transfer Agent the amount
of such billing.

5. DOCUMENTS. In connection with the appointment of the Transfer Agent,
the Fund shall, on or before the date this Agreement goes into effect, file with
the Transfer Agent a copy of each of the following documents:

(a) The Charter, as then in effect;

(b) The bylaws of the Fund, as then in effect;

2
<PAGE>

(d) A specimen of the certificate for Shares in the form approved by the
Board, with a Certificate of the Secretary as to such approval;

(e) All account application forms and other documents relating to
shareholder accounts or relating to any plan, program or service offered by the
Fund relating to the sale, holding or redemption of Shares.

6. FURTHER DOCUMENTATION. The Fund shall also furnish from time to time
a copy of each of the following documents:

(a) Each registration statement filed with the Commission, and all related
amendments and orders relating to the sale of Shares;

(b) Each amendment to the Charter and to the bylaws of the Fund;

(d) A certificate of any change in any Officer of the Fund;

(e) Specimens of each new certificate for Shares, accompanied by a
resolution of the Board approving such form of certificate; and

(f) Such other certificates, documents or opinions as may reasonably be
requested by the Transfer Agent.

7. REPRESENTATIONS OF THE FUND. The Fund represents to the Transfer
Agent that, as of the date of this agreement, it is authorized to issue an
unlimited number of Shares, in one or more series. When Shares are hereafter
issued in accordance with the terms of sale in the Prospectus, such Shares shall
be validly issued, fully paid and nonassessable by the Fund and shall be
properly registered or otherwise qualified for sale in the appropriate
jurisdiction(s) .

8. DUTIES OF THE TRANSFER AGENT.

(a) The Transfer Agent shall be responsible for administering and
performing the functions required for the Shares, for acting as service agent in
connection with dividends and distributions on the Shares, and for performing
shareholder account administrative agent functions in connection with the
issuance, transfer and redemption or repurchase (including coordination with the
Custodian) of the Shares. The details of the operating standards and procedures
to be followed shall be determined from time to time by agreement between the
Transfer Agent and the Fund, and where appropriate, the Custodian.

(b) The Transfer Agent shall create and maintain all necessary records
including those specified in Section 16 hereof, in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act and those records pertaining to the
various functions performed by it hereunder. All records shall be available for
inspection and use by the Fund, including after termination of this agreement.
Where applicable,

3
<PAGE>

such records shall be maintained by the Transfer Agent for the periods and in
the place required by Rule 3la-2 under the 1940 Act.

(c) The Transfer Agent shall make available during regular business hours
all records and other data created and maintained pursuant to this agreement,
for reasonable audit and inspection by the Fund and any person retained by the
Fund. Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours its facilities and premises employed in
connection with its performance of this agreement for reasonable visitation by
the Fund and any person retained by the Fund.

(d) At the expense of the Fund, the Transfer Agent shall maintain an
adequate supply of blank Share certificates to meet the Fund's and Transfer
Agent's requirements therefor. Each Share certificate shall be issued to
represent whole Shares only (but not fractions of any whole Share), and shall be
properly signed, manually or by facsimile, upon issuance of the Certificate.
Notwithstanding the death, resignation, or removal of any Officer of the Fund
whose signature appears on such certificate, the Transfer Agent may continue to
countersign certificates that bear such signature until otherwise directed by
the Fund.

(e) The Transfer Agent shall issue replacement Share certificates in lieu
of certificates that have been lost, stolen or destroyed, without any further
action by the Board or any Officer of the Fund, in each case upon receipt by the
Transfer Agent of properly executed affidavits and lost certificate bonds for an
appropriate amount that it considers reasonably adequate for the protection of
the Fund and the Transfer Agent, in form satisfactory to the Transfer Agent, in
which the Fund and the Transfer Agent are obligees under the bonds.

(f) The Transfer Agent shall maintain records of the name of each
registered owner of Shares, the number of Shares (to the nearest one-thousandth
of a Share) owned by such registered owner and in the aggregate by all
registered owners, of each certificate for whole shares, if any, issued to
represent any Shares owned by such registered owner, and, to the extent it is
able to do so, the address and tax identification number of each registered
owner. The Transfer Agent shall maintain a stop transfer record of Certificates
for Shares lost or replaced or both.

(g) The Transfer Agent shall address and mail all communications by the
Fund to its Shareholders, including reports to Shareholders, dividend and
distribution notices, and notices of and proxy materials for meetings of
Shareholders.

(h) The Transfer Agent shall investigate all Shareholder inquiries
relating to accounts of the respective Shareholders, and shall answer all
correspondence from Shareholders, and to the extent appropriate, from securities
brokers and others, relating to its duties hereunder, and such other
correspondence as may from time to time be mutually agreed upon between the
Transfer Agent and the Fund.

(I) The Transfer Agent shall furnish the Fund with reports of registration
of ownership of Shares, such periodic and special reports as the Fund may
reasonably request and the Transfer Agent can reasonably provide, and such other
information, including Shareholder

4
<PAGE>

lists and statistical information concerning Shareholder accounts, as may be
agreed upon from time to time between the Fund and the Transfer Agent.

(j) In connection with special and annual meetings of Shareholders, the
Transfer Agent shall prepare lists of Shareholders, shall mail to the
Shareholders notices of the meetings and proxy materials, shall furnish to the
Fund affidavits of such mailings, shall process and tabulate the voting
instructions of the proxies returned by or for Shareholders, and shall report to
the Fund on such returns and tabulations, provided, however, the Transfer Agent
shall not be required to attend such meetings, or to perform any other duties
with respect thereto.

9. SALES OF FUND SHARES.

(a) Whenever the Fund shall sell any of its Shares, the Fund shall deliver
or cause to be delivered to the Transfer Agent a Certificate duly specifying:
(i) the number of Shares sold, trade date and price per Share and the total
price; (ii) the amount of money to be delivered to the Custodian from the sale
of such Shares; and (iii) in the case of new accounts, a new account application
or sufficient information with which to establish an account.

(b) Upon receipt of the notification required under paragraph (a) hereof,
the Transfer Agent shall issue to the purchaser a confirmation of the
information received under paragraph 9(a) (including, if needed, a request for
additional information needed for the account records).

(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid by the Fund in
connection with such issuance.

(d) The Transfer Agent may establish such additional rules and regulations
governing the transfer or registration of certificates for Shares as it may deem
advisable and as are consistent with rules and regulations generally adopted by
bank transfer agents, except as it may be instructed otherwise by an Officer.

10. REDEMPTIONS. The Transfer Agent shall duly process demands by
Shareholders for redemption of Shares only in accordance with the requirements
and procedures set forth in the Prospectus, except as and to the extent waived
or otherwise specified by an Officer in any individual redemption.

11. TRANSFER AND EXCHANGES. The Transfer Agent shall duly process
transfers of registered ownership of Shares only in accordance with the
requirements and procedures set forth in the Prospectus applicable to
redemptions (modified, if necessary, to accommodate any difference in a transfer
from a redemption), except as and to the extent waived or otherwise specified by
an Officer in any individual transaction.

12. RIGHT TO SEEK ASSURANCES. The Transfer Agent reserves the right not
to process a transfer or redemption of Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or redemptions which
the Transfer Agent, in its judgment, deems improper or unauthorized, or until

5
<PAGE>

it is satisfied that there is no basis for any claims adverse to such transfer
or redemption. The Transfer Agent may, in effecting transfers, rely upon any
appropriate law or regulation, including the Uniform Commercial Code and the
Uniform Act for the Simplification of Fiduciary Securities Transfer, as they may
be amended from time to time, which in the opinion of legal counsel for the Fund
or of its own legal counsel protect it in not requiring certain documents in
connection with the transfer or redemption of Shares, and the Fund shall
indemnify the Transfer Agent for any act done or omitted by it in reliance upon
such laws or opinions of counsel for the Fund or of its own counsel.

13. DISTRIBUTIONS.

(a) The Fund shall promptly notify the Transfer Agent of the declaration
of any dividend or other distribution on Shares. The Fund shall furnish Oral
Instructions containing the specified amount per Share or the aggregate amount
of such dividend or other distribution, the medium of payment if payable other
than in United States dollars, and the record date and the payable date of the
distribution. Such Oral Instructions will be promptly confirmed by appropriate
Written Instructions. In the event that the amount of the dividend or
distribution is declared in the aggregate, then promptly after the record date a
Certificate will be furnished to the Transfer Agent stating the per share
equivalent of the aggregate amount as of the record date.

(b) The Transfer Agent shall, on or before the payable date of any
dividend or distribution, notify the Custodian of the estimated amount of cash
required to pay the dividend or distribution, and the Fund agrees that, on or
before the mailing date of such dividend or distribution, it shall instruct the
Custodian to place in a dividend disbursing account funds equal to the cash
amount to be paid. As of the first calendar day after the record date, the
Transfer Agent shall record in the Share accounts of those registered
Shareholders whose dividends or distributions are to be reinvested in Shares the
number and price of the Shares so acquired priced at the applicable net asset
value. The Transfer Agent shall calculate, prepare and mail checks to
Shareholders whose dividends and other distributions are to be received by them
in money.

(c) The Transfer Agent shall replace lost checks upon receipt of properly
executed affidavits, and will maintain stop payment orders against replaced
checks.

(d) The Transfer Agent shall not be liable for the propriety of payments
made in accordance with the resolutions of the Board.

(e) If the Transfer Agent does not receive from the Custodian sufficient
cash to make payment to all Shareholders as of the record date, the Transfer
Agent shall, upon notifying the Fund, withhold payment to all Shareholders of
record as of the record date until such sufficient cash is provided to the
Transfer Agent.

14. OTHER DUTIES. In addition to the duties expressly provided for
herein, the Transfer Agent shall perform such other duties and functions and
shall be paid such amounts therefor as may from time to time be agreed in
writing.

6
<PAGE>

15. TAXES. The Transfer Agent shall file such appropriate information
returns concerning the payment of dividends and capital gains distributions with
the proper Federal, state and local authorities as are required by law to be
filed by the Fund and shall withhold such sums as are required to be withheld by
applicable law.

16. BOOKS AND RECORDS. The Transfer Agent shall maintain records showing
for each Shareholder's account the following: (i) names, addresses and tax
identification numbers; (ii) numbers of Shares held; (iii) historical
information regarding the account of each Shareholder, including dividends paid
and date and the price of all transactions on a Shareholder's account; (iv) any
stop or restraining order placed against a Shareholder's account; (v)
information on withholdings; (vi) any capital gain or dividend reinvestment
order, plan application, dividend address and correspondence relating to the
current maintenance of a Shareholder's account; (vii) certificate numbers and
denominations of all Shares represented by certificate; (viii) any information
required in order for the Transfer Agent to perform the calculations
contemplated or required by this agreement; and (ix) such other information and
data as may be required by law.

17. RELIANCE BY TRANSFER AGENT: INSTRUCTIONS.

(a) The Transfer Agent shall be protected in acting upon any paper or
document believed by it to be genuine and to have been signed by an Authorized
Person, and shall not be held to have any notice of any change of authority of
any person until receipt of written certification thereof from the Fund. It
shall also be protected in processing Share certificates that it reasonably
believes to bear the proper manual or facsimile signatures of the Officers of
the Fund, but shall be responsible for the proper countersignature of the
Transfer Agent.

(b) At any time the Transfer Agent may apply to any Authorized Person of
the Fund for Written Instructions with respect to any matter arising in
connection with this agreement. With respect to questions of law arising out of
the performance by the Transfer Agent of its duties under this Agreement, the
Transfer Agent may apply to and obtain the advice and opinion of counsel to the
Fund or if an appropriate response is not promptly forthcoming, the Transfer
Agent may obtain the same from its own counsel, in either case at the Fund's
expense, provided that the Transfer Agent shall use its best efforts to notify
the Fund of its intention to seek such advice before doing so. The Transfer
Agent shall not be liable for any action taken or not taken or suffered by it in
good faith in accordance with such Written Instructions or with the opinion of
such counsel and, apart from that, in the exercise of reasonable care. In
addition, the Transfer Agent, its officers, agents or employees, shall accept
instructions or requests given to them by any person representing or acting on
behalf of the Fund only if said representative is believed by the Transfer
Agent, its officers, agents or employees, to be an Authorized Person. The
Transfer Agent shall have no duty or obligation to inquire into, nor shall the
Transfer Agent be responsible for, the legality of any act done by it upon the
request or direction of Authorized Persons of the Fund.

(c) Notwithstanding any of the foregoing provisions of this agreement, the
Transfer Agent shall be under no duty or obligation to inquire into, and shall
not be liable for: (i) the legality of the issue or sale of any Shares of the
Fund, nor the sufficiency of the amount to be

7
<PAGE>

received therefor; (ii) the legality of the redemption of any Shares of the
Fund, nor the propriety of the amount to be paid therefor; (iii) the legality of
the declaration of any dividend by the Fund, nor the legality of the issue of
any Shares of the Fund in payment of any stock dividend; or (iv) the legality of
any recapitalization or readjustment of the Shares of the Fund.

18. STANDARD OF CARE AND INDEMNIFICATION.

(a) The Transfer Agent may, in connection with this agreement, employ
agents or attorneys in fact, or both, and shall not be liable for any loss
arising out of or in connection with its actions (which includes the actions of
its agents and attorneys in fact) under this agreement so long as it (which
includes its agents and attorneys in fact) is not guilty of willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties hereunder.

(b) The Fund hereby agrees to indemnify and hold harmless the Transfer
Agent from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature which the
Transfer Agent may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of, or as a result of: (i) any action
taken or omitted to be taken by the Transfer Agent in good faith in reliance
upon any Certificate, instrument, order or stock certificate believed by it to
be genuine and to be signed, countersigned or executed by any duly authorized
person, upon the Oral Instructions or Written Instructions of an Authorized
Person of the Fund or upon the opinion of legal counsel for the Fund or its own
counsel; or (ii) any action taken or omitted to be taken by the Transfer Agent
in good faith in reliance upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been altered, changed, amended or
repealed. However, indemnification hereunder shall not apply to actions or
omissions of the Transfer Agent or its officers, employees or agents in case of
its own gross negligence, willful misfeasance, bad faith, or reckless disregard
of its duties hereunder.

(c) The Transfer Agent hereby agrees to indemnify and hold harmless the
Fund from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature which the
Fund may sustain or incur or which may be asserted against the Fund by any
person by reason of, or as a result of, the gross negligence, willful
misfeasance, bad faith or reckless disregard of the Transfer Agent of its duties
hereunder. However, indemnification hereunder shall not apply to actions or
omissions of the Fund or its directors, trustees, officers, employees or agents
in case of its own gross negligence, willful misfeasance, bad faith, or reckless
disregard of its own or their own duties hereunder.

19. TERMINATION. This agreement may be terminated at any time, without
payment of penalty, by either party on not less than 90 days' written notice to
the other party. In the event such notice is given by the Fund, it shall be
accompanied by a resolution of the Board certified by the Secretary, electing to
terminate this agreement and designating a successor transfer agent.

20. AMENDMENT. This agreement may not be amended or modified in any
manner except by a written agreement executed by both parties to this agreement.

8
<PAGE>

21. SUBCONTRACTING. The Fund agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided hereunder;
provided, however, that the Transfer Agent shall continue to be responsible to
the Fund for the performance of those services to the extent specified in this
agreement.

22. SECURITY. The Transfer Agent represents and warrants that, to the
best of its knowledge, the various procedures and systems which the Transfer
Agent has implemented with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause of the Fund's blank checks,
records and other data and the Transfer Agent's records, data equipment,
facilities and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from time to
time as in its judgment are required for the secure performance of its
obligations hereunder. The parties may review such systems and procedures on a
periodic basis.

23. CONFIDENTIALITY OF RECORDS.

(a) Except as otherwise required by law, the Transfer Agent agrees not to
disclose any information received from the Fund to any person except the
Transfer Agent's employees and agents, and shall use its best efforts to
maintain such information as confidential. Upon termination of this agreement,
the Transfer Agent shall return to the Fund all records in the possession and
control of the Transfer Agent related to the Fund's activities, other than the
Transfer Agent's own business records.

(b) Except as otherwise required by law, and except with the express prior
written consent of the Fund, the Transfer Agent shall not use for any purpose
other than the performance of its duties and obligations under this agreement
any shareholder or customer list of the Fund or any other information identified
by the Fund as confidential, provided that such information shall not include
any information which is known by or readily available to the general public or
any information which becomes known to the Transfer Agent independently of this
agreement and other than as a result of any improper act or omission of the
Transfer Agent.

24. MISCELLANEOUS.

(a) This agreement shall be construed in accordance with the laws of the
State of Missouri.

(b) This agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.

25. DISCLAIMER OF PERSONAL LIABILITY. The obligations of the Fund
hereunder shall not be binding upon any of the trustees of the Fund,
shareholders, nominees, officers, agents or employees of the Fund, personally,
but shall bind only the assets and property of the Fund as provided in the
Agreement and Declaration of Trust of the Fund.

9
<PAGE>

Dated: April 19, 1994

UNIVERSAL CAPITAL INVESTMENT TRUST JONES & BABSON, INC.

By: /s/ Nicholas J. Biscan By: /s/ Larry D. Armel
--------------------------- ---------------------------
Nicholas J. Biscan Larry D. Armet
President President

10
<PAGE>

FEE SCHEDULE

Compensation payable by Universal Capital Investment Trust (the "Fund") to
Jones & Babson, Inc. (the "Transfer Agent") pursuant to Section 4 of the
Transfer Agency agreement between the Fund and the Transfer Agent dated April
19, 1994 shall be as follows:

<TABLE>
<S> <C>
- Monthly fee per Shareholder account $1.00

- Fee per Shareholder-initiated transaction,
purchase (other than by reinvestment in
Fund shares), transfer or redemption $1.00

- Fee per account for dividend or
distribution paid $0.50

- Out-of-Pocket Expenses as incurred
</TABLE>

There is no charge for processing changes in account information or for
furnishing information with respect to any account, and there is no charge for
opening a new account other than the $1.00 fee assessed for the initial
purchase. A dividend and distribution payable on the same date shall result in
the imposition of only one fee per account. The full monthly account fee will
be payable on an account that is open for any portion of a month.

Date: April 19, 1994

Approved:

UNIVERSAL CAPITAL INVESTMENT TRUST JONES & BABSON, INC.

By: /s/ Nicholas J. Biscan By: /s/ Larry D. Armel
---------------------------- --------------------------
Nicholas J. Biscan Larry D. Armel
President President

<PAGE>

EXHIBIT 99-B9B

FUND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of the 1st day of April, 1994, by and between
UNITED MISSOURI BANK, n.a., a national banking association with its principal
place of business located at Kansas City, Missouri ("UMB") and each of the Funds
listed in Appendix A attached hereto as said Exhibit may from time to time be
revised (individually, a "Fund" and collectively, the "Funds").

W I T N E S S E T H :

WHEREAS, each Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

WHEREAS, each Fund wishes to retain UMB to provide certain accounting
services, and UMB is willing to furnish such services;

NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Funds hereby appoint UMB to provide certain
accounting services to the Funds for the period and on the terms set forth in
this Agreement. UMB accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Paragraph 13 of
this Agreement.

2. DELIVERY OF DOCUMENTS. Each Fund has furnished UMB with copies,
properly certified or authenticated, with all amendments or supplements thereto,
of the following documents:

(a) Certificate of Incorporation (or equivalent document) of the Fund
as in effect on the date hereof;

(b) By-Laws of the Fund as in effect on the date hereof;

(d) The Fund's current prospectus and statements of additional
information.

In addition, each Fund shall promptly furnish UMB with copies of any updates,
amendments or supplements to the foregoing documents.

3. AUTHORIZED PERSONS. Concurrently with the execution of this
Agreement, each Fund shall deliver to UMB copies of a Resolution of its Board of
Directors and all amendments or supplements thereto, properly certified or
authenticated, designating certain officers or employees of each such Fund who
will have continuing authority to certify to

<PAGE>

UMB the names, titles, signatures and scope of authority of all persons
authorized to give Proper Instructions or any other notice, instruction,
certificate, instrument or other communication on behalf of each such Fund
(collectively, the "Authorized Persons" and individually, an "Authorized
Person"). Such Resolutions and certificates may be accepted and relied upon by
UMB as conclusive evidence of the facts set forth therein and shall be
considered to be in full force and effect until delivery to UMB of a similar
Resolution or certificate to the contrary. Upon delivery of a certificate which
deletes or does not include the name(s) of a person previously authorized to
give Proper Instructions, such person(s) shall no longer be considered an
Authorized Person authorized to give Proper Instructions. Unless the
certificate specifically requires that the approval of anyone else will first
have been obtained, UMB will be under no obligation to inquire into the right of
the person giving such Proper Instructions to do so.

4. PROPER INSTRUCTIONS.

(a) Unless otherwise provided in this Agreement, UMB shall act only upon
Proper Instructions. Proper Instructions shall mean: (i) a tested telex, a
written (including, without limitation, facsimile transmission) request,
direction, instruction or certification signed or initialed by or on behalf of a
Fund by one or more Authorized Persons; (ii) a telephonic or other oral
communication from a person UMB reasonably believes to be an Authorized Person;
or (iii) a communication effected directly between an electro-mechanical or
electronic device or system (including, without limitation, computers) on behalf
of a Fund. Instructions given by facsimile transmission will be considered
Proper Instructions if UMB reasonably believes them to have been given by
Authorized Persons. Instructions in the form of oral communications shall be
confirmed by the Fund by tested telex or in writing in the manner set forth in
clause (i) above, but the lack of such confirmation shall in no way affect any
action taken by UMB in reliance upon such oral Instructions prior to UMB's
receipt of such confirmation. Each Fund authorizes UMB to tape record any and
all telephonic or other oral instructions given to UMB by or on behalf of a Fund
(including any of its respective officers, Directors, employees or agents or any
investment manager or adviser of a Fund or person or entity with similar
responsibilities which is authorized to give Proper Instructions on behalf of a
Fund to UMB). Proper Instructions may be in the form of standing instructions.

(b) Although UMB may know of the provisions of the Certificates of
Incorporation (or equivalent document) and By-Laws of the Funds, UMB may assume
that any Proper Instructions received hereunder are not in any way inconsistent
with any provisions of such Certificates of Incorporation (or equivalent
document) or By-Laws or any vote, resolution or proceeding of the Funds'
shareholders, or of the Boards of Directors or of any committees thereof. UMB
shall be entitled to rely upon any Proper Instructions actually received by it
pursuant to this Agreement.

2
<PAGE>

5. SERVICES ON A CONTINUING BASIS.

(a) With respect to each Fund, UMB will perform the following accounting
functions on a daily basis:

(1) Journalize the Fund's investment, capital share and income and
expense activities;

(2) Verify investment buy/sell trade tickets received from the Fund's
investment manager or from the Fund, as the case might be, and transmit trades
to the Fund's custodian for proper settlement;

(3) Maintain individual ledgers for investment securities;

(4) Maintain historical tax lots for each security;

(5) Reconcile cash and investment balances of the Fund with the
Fund's custodian, and provide the Fund's investment manager with the beginning
cash balance available for investment purposes;

(6) Update the cash availability throughout the day as required by
the Fund's investment manager;

(7) Post to and prepare the Fund's Statement of Assets and
Liabilities and the Statement of Operations;

(8) Calculate various contractual expenses (e.g., advisory and
custody fees);

(9) Calculate capital gains and losses;

(10) Determine the Fund's net income;

(11) Obtain security market quotes from services approved by the
Fund's investment manager, or if such quotes are unavailable, then obtain such
prices from the Fund's investment manager, and in either case calculate the
market value of the Fund's investments;

(12) Value the assets of the Fund and compute the net asset value per
share of the Fund at such times and dates and in the manner specified in the
then currently effective prospectus and statement of additional information;

(13) Monitor the expense accruals and notify Fund management of any
proposed adjustments; and

(14) Receive and act on notices, instructions, certificates,
instruments or other communication from a Fund's shareholder servicing agent
and/or transfer agents.

3
<PAGE>

(b) In addition to the accounting services described in the foregoing
Paragraph 5(a), UMB will:

(1) Prepare monthly financial statements, which will include the
following items:

Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses; and

(2) At the reasonable request of the Fund, assist in the preparation
of various reports or other financial documents required by federal, state and
other appropriate laws and regulations.

6. RECORDS. With respect to each Fund, UMB shall keep all books and
records with respect to the Fund's books of account as requested to be
maintained under this Agreement. The books and records pertaining to the Funds
which are in the possession of UMB shall be the property of the Funds. The
Funds, or the Funds' authorized representatives, shall have access to such books
and records at all times during UMB's normal business hours. Upon the
reasonable request of a Fund, copies of any such books and records shall be
provided by UMB to the Fund or the Fund's authorized representative at the
Fund's expense. UMB shall maintain the books and records for the accounting
services described in Paragraph 5 in accordance with the 1940 Act and the rules
promulgated thereunder.

7. LIAISON WITH ACCOUNTANTS. UMB shall act as liaison with the Funds'
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit related schedules.

8. CONFIDENTIALITY. UMB agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Funds all records and
other information relative to the Funds and their prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except, (1) after
prior notification to and approval by a Fund, which approval shall not be
unreasonably withheld and may not be withheld where UMB may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities; (2) when so requested
by a Fund; or (3) where otherwise permitted by law.

9. EQUIPMENT FAILURES. In the event of equipment failures, UMB shall, at
no additional expense to the Funds, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.

4
<PAGE>

10. RIGHT TO RECEIVE ADVICE.

(a) ADVICE OF FUNDS. If UMB shall be in doubt as to any action to be
taken or omitted by it, it may request, and shall promptly receive, from the
relevant Fund or Funds directions or advice, including Proper Instructions where
appropriate.

(b) ADVICE OF COUNSEL. If UMB shall be in doubt as to any question
of law involved in any action to be taken or omitted by UMB, it may request
advice from counsel of its own choosing.

(c) CONFLICTING ADVICE. In case of conflict between directions,
advice or Proper Instructions received by UMB pursuant to subsection (a) of this
paragraph and advice received by UMB pursuant to subsection (b) of this
paragraph, UMB shall be entitled to rely on and follow the advice received
pursuant to the latter provision alone.

(d) PROTECTION OF UMB. UMB shall be protected in any action or
inaction which it takes in reliance on any directions, advice or Proper
Instructions received pursuant to subsections (a) or (b) of this paragraph which
UMB, after receipt of any such directions, advice or Proper Instructions,
believes to be consistent with such directions, advice or Proper Instructions,
as the case may be. However, nothing in this paragraph shall be construed as
imposing upon UMB any obligation (i) to seek such directions, advice or Proper
Instructions, or (ii) to act in accordance with such directions, advice or
Proper Instructions when received, unless, under the terms of another provision
of this Agreement, the same is a condition to UMB's properly taking or omitting
to take such action. Nothing in this subsection shall excuse UMB when an action
or omission on the part of UMB constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard by UMB of its duties under this Agreement.

11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Each Fund assumes
full responsibility for ensuring that the Fund complies with its investment
objectives, policies and limitations. Each Fund further assumes full
responsibility for ensuring that the Fund complies with all applicable
requirements of the Securities Act of 1933 ("1933 Act"), the Securities Exchange
Act of 1934 ("1934 Act"), the 1940 Act, the Commodity Exchange Act ("CEA"),
Subchapter M of the Internal Revenue Code of 1986, as amended, and all
regulations thereunder, and any laws, rules and regulations of governmental
authorities having jurisdiction.

12. NOTICES, INSTRUCTIONS CERTIFICATES, INSTRUMENTS OR OTHER
COMMUNICATIONS. With respect to any notices, instructions, certificates,
instruments or other communications from a Fund's custodian, UMB shall be
authorized to rely and act upon its own internal sources of communication for so
long as UMB is also serving as custodian for such Fund. With respect to any
notices, instructions, certificates, instruments or other communications from a
Fund, any investment manager, shareholder servicing agent or transfer agent for
a Fund, any custodian other than UMB, or any other source, UMB shall be entitled
to rely and act upon any such notices, instructions, certificates, instruments
or other communications it reasonably believes to be genuine.

5
<PAGE>

13. FEES AND EXPENSES.

(a) As compensation for the services rendered by UMB during the term
of this Agreement, each of the Funds will pay to UMB a fee, as specified in the
Fee Schedule, attached hereto as Appendix B to this Agreement, as may be revised
from time to time in writing by the Funds and UMB.

(b) In addition to the fees paid pursuant to the Fee Schedule, the
Funds agree to reimburse UMB for its cash disbursements, expenses or charges in
connection with the Agreement (excluding salaries and usual overhead expenses).

(c) UMB will, on a timely basis, bill each Fund separately with
respect to fees and all amounts for which UMB is to be reimbursed. Each Fund
will promptly pay to UMB the amount of such billing.

(d) UMB in its sole discretion may from time to time employ or
associate with itself such person or persons as UMB may believe to be
particularly suited to assist it in performing services under this Agreement.
The compensation of such person or persons shall be paid by UMB and no
obligation shall be incurred on behalf of any Fund.

14. RESPONSIBILITY OF UMB. UMB shall be under no duty to take any action
on behalf of the Funds except as specifically set forth herein or as may be
specifically agreed to by UMB in writing. UMB shall not be liable for any error
in Judgment or mistake at law for any loss suffered by the Funds in connection
with any matters to which this Agreement relates, but nothing herein contained
shall be construed to protect UMB against any liability by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement. Without limiting the generality of the foregoing or of any other
provision of this Agreement, UMB in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of (a) the validity or invalidity or authority
or lack thereof of any Proper Instruction, notice, certificate, instrument or
other communication from either a Fund or other source which conforms to the
applicable requirements of this Agreement, and which UMB reasonably believes to
be genuine; (b) prices obtained in the manner set forth in paragraphs 5(a)(11)
and/or (12); or (c) delays or errors or loss of data occurring by reason of
circumstances beyond UMB's control, including, without limitation, acts of civil
or military authority, national emergencies, labor difficulties, fire,
earthquakes, mechanical breakdowns (except as provided in paragraph 9), flood or
catastrophe, act of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.

15. INDEMNIFICATION. The Funds agree to indemnify and hold harmless UMB
and its nominees from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the 1933
Act, the 1934 Act, the 1940 Act, the CEA, Subchapter M of the Internal Revenue
Code and any regulations thereunder, and any state and foreign securities and
blue sky laws, all as or to be amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which UMB takes or does or omits
to take or do in reliance upon any

6
<PAGE>

Proper Instruction, notice, certificate, instrument or other communication from
a Fund, or from a Fund's custodian, investment manager, shareholder servicing
agent or transfer agent, which conforms to the applicable requirements of this
Agreement; provided that neither UMB nor any of its nominees shall be
indemnified against any liability to the Funds or to their shareholders (or any
expenses incident to such liability) arising out of UMB's own willful
misconduct, bad faith, gross negligence or reckless disregard of its duties and
obligations specifically described in the Agreement.

UMB agrees and represents that it will fully indemnify the Fund and hold
the Fund harmless from and against any and all liability, claims, damages, costs
and expenses (including attorneys' fees), incurred by the Fund by reason of
UMB's gross negligence, willful misconduct, bad faith or reckless disregard of
its duties and obligations specifically described in this Agreement.

16. LIABILITY FOR PAST RECORDS. UMB shall not have any liability in
respect of any 105B, damage or expense suffered by any Fund, insofar as such
loss, damage or expense arises from the performance of UMB in reliance upon
records that were maintained for any Fund by entities other than UMB.

17. DURATION AND TERMINATION. This Agreement shall continue until
termination by either UMB or a Fund or Funds on ninety days' written notice.

18. NOTICES. Written notices (including but not limited to written Proper
Instructions) shall be addressed: (a) if hand-delivered to UMB, to the
Securities Administration Department of UMB at its office at 928 Grand Avenue,
Kansas City, Missouri 64141, or if mailed, to UMB's Securities Administration
Department, Post Office Box 226, Kansas City, Missouri 64141; (b) if to a Fund,
at the address of the Fund as listed on Appendix A; or (c) if to neither of the
foregoing, at such other address as shall have been notified to the sender of
any such notice or other communication. Notices may be sent by first class
mail, in which case it shall be deemed to have been given two days after it is
sent, or if sent by messenger, it shall be deemed to have been given on the day
it is delivered, or if sent by certified or registered mail, it shall be deemed
to have been given on the day it is received. All postage, cable, telex or
facsimile sending device charges arising from the sending of a notice hereunder
shall be paid by the sender.

19. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

20. AMENDMENTS; WAIVER. This Agreement or any part hereof may be amended,
modified or waived only by an instrument in writing signed by both parties
hereto.

21. ADDITIONAL FUNDS. An additional Fund or Funds may become a party to
this Agreement after the date hereof by an instrument in writing to such effect
signed by such Fund or Funds and UMB. If this Agreement is terminated as to one
or more of the Funds (but less than all of the Funds) or if an additional Fund
or Funds shall become a party to this Agreement, there shall be delivered to
each party an amended Appendix A deleting or adding such Fund or Funds, as the
case may be. The termination of this Agreement as to less than all of the Funds
shall not

7
<PAGE>

affect the obligations of UMB and the remaining Funds hereunder as set forth in
Appendix A as revised from time to time.

22. ASSIGNMENT. Neither this Agreement nor any rights or obligations
hereunder may be assigned by either party without the written consent of the
other party.

23. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties.

24. DISCLAIMER OF PERSONAL LIABILITY. The obligations of Universal
Capital Investment Trust ("Universal") hereunder shall not be binding upon any
of the trustees of Universal, shareholders, nominees, officers, agents, or
employees of Universal, personally, but shall bind only the assets and property
of Universal as provided in Universal's Agreement and Declaration of Trust.

25. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Proper Instructions. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in Missouri and governed by
Missouri law. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule, regulation or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.

[SEAL] UNITED MISSOURI BANK, N.A.

Attest:/s/ [illegible] By: /s/ Patricia S. Didusor
----------------------- -----------------------------------
Title:Senior Vice President
--------------------------------

[SEAL] FUNDS LISTED IN APPENDIX A

Attest:/s/ Linda M. Kozak By:/s/ Nicholas J. Biscan
----------------------- -----------------------------------
Title:President
--------------------------------

8
<PAGE>

APPENDIX A

FUND ACCOUNTING AGREEMENT

The following open-end management investment companies ("Funds") are hereby
made parties to the Fund Accounting Agreement dated April 1, 1994, with United
Missouri Bank, n.a. ("UMB").

[SEAL] UNIVERSAL CAPITAL GROWTH FUND

Attest:/s/ Linda M. Kozak By:/s/ Nicholas J. Biscan
------------------- --------------------------------------
Title: President,
----------------------------------
Universal Capital Investment Trust
------------------------------------
Address: One Oakbrook Terrace, Suite 708

---------------------------------
Oakbrook Terrace, Illinois 60181
---------------------------------

[SEAL] ------------------------------------------
(Name of Fund)

Attest: By:
------------------------ ---------------------------------------
Title:
------------------------------------
Address:
----------------------------------

[SEAL] ------------------------------------------
(Name of Fund)

Attest: By:
------------------------ ---------------------------------------
Title:
------------------------------------
Address:
----------------------------------

9
<PAGE>

APPENDIX B

FUND ACCOUNTING AGREEMENT

FEE SCHEDULE

Flat fee of $600.00 per month per portfolio.

Annual asset base charge:
- 3 basis points up to $100,000,000
- 2 basis points next $250,000,000
- 1 basis point next $650,000,000
- .5 basis point over $1,000,000,000
(computed daily and paid monthly.)

PLUS OUT OF POCKET EXPENSES: including pricing charges, telecommunication
lines and equipment, recalculation of portfolio, etc.

<PAGE>

EXHIBIT 99.B10

[GOODWIN, PROCTER & HOAR LETTERHEAD]

January 16, 1991

Universal Capital Investment Trust
One Oakbrook Terrace
Oakbrook Terrace, Illinois 60181

Gentlemen:

This opinion is rendered by us as special Massachusetts counsel to
Universal Capital Investment Trust, organized pursuant to Agreement and
Declaration of Trust dated October 18, 1990, as amended, as what is commonly
called a Massachusetts business trust (the "Trust") in connection with the
registration on Form N-1A and proposed sale of an indefinite number of shares of
beneficial interest, without par value, of the series designated Universal
Capital Growth Fund (the "Registered Shares") pursuant to Registration Statement
filed by the Trust under the Securities Act (Registration No. 33-376618) and the
Investment Company Act (File No. 811-6212) (the "Registration Statement").

As such special Massachusetts counsel, we assisted in the organization of
the Trust in the Commonwealth of Massachusetts. We have examined the Trust's
Agreement and Declaration of Trust, as amended, on file at the office of the
Secretary of the Commonwealth of Massachusetts, the Bylaws of the Trust, and a
Certificate of the Secretary of the Trust concerning certain actions of Trustees
of the Trust. Although we did not participate in the preparation of the
Registration Statement, we have also reviewed the Registration Statement; we
assume for purposes of the opinion that no Registered Shares will be issued or
sold other than pursuant to an effective Registration Statement.

Based upon the foregoing, we are of the opinion that the Registered Shares,
when issued and paid for in accordance with the then effective Prospectus
contained in the Trust's Registration Statement, will be legally issued, fully
paid and nonassessable by the Trust.

We consent to this opinion being filed as an exhibit to the Registration
Statement.

Very truly yours,

Goodwin, Procter & Hoar

<PAGE>

EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors" and to the use of our report dated
October 19, 1995 in the Registration Statement (Form N-1A) of Universal Capital
Investment Trust and its incorporation by reference in the related Prospectus
and Statement of Additional Information of Universal Capital Growth Fund, filed
with the Securities and Exchange Commission in this Post-Effective Amendment No.
6 to the Registration Statement under the Securities Act of 1933 (File No. 33-
37668) and in this Amendment No. 8 to the Registration Statement under the
Investment Company Act of 1940 (File No. 811-6212).

ERNST & YOUNG LLP

Chicago, Illinois
January 29, 1996

<PAGE>

EXHIBIT 99.B13A

Integrity Investment Trust
c/o Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109

October 18, 1990

Re: Subscription Agreement
----------------------
Gentlemen:

In connection with the organization of Integrity Investment Trust, the
undersigned hereby subscribes for 10 shares of beneficial interest without par
value of the Trust's sole initial Sub-Trust, Integrity Growth Fund, at a price
per share of $10; and in full payment therefor do hereby deliver to you $100.

Sincerely,

INTEGRATED FINANCIAL SERVICES, INC.

By:
---------------------------------
James A. Dreher, President

The above subscription is accepted and payment in full of the $100.00
subscription price is acknowledged.

INTEGRITY INVESTMENT TRUST

By:
-----------------------------------
James A. Dreher, Trustee

<PAGE>

EXHIBIT 99.B13B

ORGANIZATIONAL EXPENSES AGREEMENT

UNIVERSAL CAPITAL INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), and INTEGRATED FINANCIAL SERVICES, INC., an Illinois corporation (the
"Adviser"), in consideration for the engagement by the Adviser as the investment
adviser for the series of the Trust designated Universal Capital Growth Fund
(the "Fund") pursuant to a separate agreement, agree:

1. ADVANCEMENT OF EXPENSES. The Adviser shall pay all of the
organizational expenses of the Trust and the Fund, including but not limited to
initial franchise taxes, registration fees and fees for services rendered prior
to commencement of the initial public offering of shares of the Fund, subject to
the right to be reimbursed pursuant to paragraph 2.

2. REIMBURSEMENT AND AMORTIZATION OF EXPENSES. The Fund shall amortize
the organizational expenses from the time total assets of the Fund first reach
$2.5 million until five years from the commencement of the initial public
offering of shares of the Fund, and the Fund shall reimburse the Adviser during
the period of such amortization by paying to the Adviser on the last business
day of each month an amount equal to the organizational expenses amortized by
the Fund during that month.

3. LIMITATION ON REIMBURSEMENT. If the total assets of the Fund do not
reach $2.5 million within five years after commencement of the initial public
offering of shares of the Fund, neither the Fund nor the Trust shall have any
obligation to repay any organizational expenses advanced by the Adviser. If the
Fund should be liquidated during such five-year period prior to the complete
amortization of all organizational expenses, neither the Fund nor the Trust
shall have any duty to reimburse the Adviser for organizational expenses
unamortized as of the time of liquidation.

4. OBLIGATION OF THE TRUST. This agreement is executed by an officer of
the Trust on behalf of the Trust and not individually. The obligations of this
agreement are binding only upon the assets and property of the Fund and the
Trust and not upon the trustees, officers or shareholders of the Trust
individually. The Agreement and Declaration of Trust under which the Trust was
organized and operates is on file with the Secretary of the Commonwealth of
Massachusetts.

Dated: January 14, 1991

UNIVERSAL CAPITAL INTEGRATED FINANCIAL
INVESTMENT TRUST SERVICES, INC.

By: /s/ Nicholas J. Biscan By: /s/ James A. Dreher
---------------------------- -----------------------------
Nicholas J. Biscan James A. Dreher
President President

<PAGE>
EXHIBIT 14
(EX 99.B14)

UNIVERSAL CAPITAL

GROWTH FUND

___________

INDIVIDUAL
RETIREMENT
ACCOUNT

___________

Universal Capital Growth Fund
One Oakbrook Terrace
Suite 708
Oakbrook, Illinois 60181-9904

United Missouri Bank, N.A., Custodian
Universal Capital Growth Fund
1010 Grand Avenue, P.O. Box 419226
Kansas City, Missouri 64141-6226

April 19,1994

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TABLE OF CONTENTS

Page
----
Types of Accounts (General Information). . . . . . . . . . . . . . . . . . . .1
Regular IRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Spousal IRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SEP-IRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Rollover IRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Transfer from a Qualified Retirement Plan
to a Universal Capital Growth Fund IRA. . . . . . . . . . . . . . . . .2
Transfer to a Universal Capital Growth Fund
IRA from Another IRA. . . . . . . . . . . . . . . . . . . . . . . . . .2
Tax Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
When Can an Account be Opened? . . . . . . . . . . . . . . . . . . . . . . . .3
Do I Pay Tax on Dividends and Distributions? . . . . . . . . . . . . . . . . .3
When May I Make Withdrawals? . . . . . . . . . . . . . . . . . . . . . . . . .3
What If I Make a Withdrawal before Age 59 1/2? . . . . . . . . . . . . . . . .3
Custodian Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Disclosure Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
(1) Types of Individual Retirement Accounts; Eligibility. . . . . . . .5
(2) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . .7
(3) Investment and Holding of Contributions . . . . . . . . . . . . . .9
(4) Distributions from Your IRA . . . . . . . . . . . . . . . . . . . .9
(5) Income and Penalty Taxes. . . . . . . . . . . . . . . . . . . . . 10
(6) Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 12
IRA Custodial Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

HOW TO OPEN A
UNIVERSAL CAPITAL GROWTH
FUND IRA ACCOUNT

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Fill out the enclosed application and beneficiary form and mail it,
together with your check, to Universal Capital Growth Fund at
the address shown on the application.

If you are setting up a Spousal Account with a non-working spouse (see
page 1), two separate accounts will be required. Have your non-working
spouse fill an Application and Beneficiary Form, and return it along with
yours to Universal Capital Growth Fund.

An EMPLOYED spouse is entitled to open his/her own IRA.

If you intend to make an IRA contribution for more than one year at this
time, please indicate the years and the amount for each year.

THESE MATERIALS AUTHORIZED FOR DISTRIBUTION ONLY WHEN PRECEDED
OR ACCOMPANIED BY A CURRENT UNIVERSAL CAPITAL GROWTH FUND PROSPECTUS.

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

<PAGE>
EXHIBIT 14
(EX 99.B14)

GENERAL INFORMATION ABOUT THE
INDIVIDUAL RETIREMENT ACCOUNT PLAN
(EFFECTIVE APRIL 19, 1994)

Types of Accounts (General Information)

REGULAR IRA

Who qualifies? You qualify in any year when you have earnings from employment
or self-employment. You qualify even if you are also covered by a retirement
program of your employer or a Keogh or SEP plan. However, if you and/or your
spouse are active participants in such a plan, your deduction for your IRA
contribution may be reduced or eliminated depending on your income. See the
Disclosure Statement, Section (2), "Deductible Contributions" and "Nondeductible
Contributions."

You may contribute up to $2,000 or 100% of your earned income, whichever is
less. Alimony and separate maintenance payments are treated as earned income
for this purpose.

You may not contribute to your regular IRA for any year if you are over age 70
1/2 before the end of the year.

SPOUSAL IRA

If your spouse has no earned income (or elects to be treated as having no earned
income) and you file a joint return, you may contribute up to the lesser of
$2,250 or 100% of your earned income. The contribution may be divided between
your IRA and your spouse's IRA in any way you decide, so long as the portion
allocated to either one does not exceed $2,000. Your spouse's election is made
by claiming a spousal IRA deduction on your tax return.

SEP-IRA

Your employer may set up a simplified employee pension plan (SEP) and contribute
to your IRA and the IRA of each other eligible employee up to $30,000 or 15% of
compensation, whichever is less. The employer contribution must be based on a
written formula, which cannot discriminate in favor of officers, shareholders or
self-employed or highly compensated individuals.

If your employer chooses and certain conditions are satisfied, you can elect to
have your salary reduced by no more than an amount specified by law and to have
the reduction contributed to your SEP-IRA, too.

You can have a Regular IRA, even if you have a SEP-IRA, too.

ROLLOVER IRA

If you receive a distribution from the qualified retirement plan of a former
employer, you may be eligible to roll over the distribution to an IRA free of
tax. You may under certain circumstances make a rollover again to the profit
sharing or pension plan of a new employer. If you want to have that right,
however, your rollover IRA derived from an employer's qualified plan must be
kept separate from any other IRA you may have. Qualified retirement plans are
required to withhold 20% of most distributions to you for payment of income
taxes unless your plan balance is transferred directly to an IRA or another
qualified plan. This means that a direct transfer may be preferable to a
rollover for moving your qualified plan balance to a Universal Capital Growth
Fund IRA. See "Transfer From a Qualified Retirement Plan to a Universal Capital
Growth Fund IRA," below.

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You may also make a rollover from another IRA derived from your own yearly
contributions. However, a rollover of the same funds from one IRA to another
may be made no more than once during a 12-month period.

Any rollover must be made within 60 days after receipt of the distribution from
your employer's qualified plan or your previous IRA. Otherwise, the
distribution will be subject to tax for the year you receive it.

See Disclosure Statement, Section 1(c), "Rollover IRAs."

TRANSFER FROM A QUALIFIED RETIREMENT PLAN TO A UNIVERSAL CAPITAL GROWTH FUND IRA

You may also make a direct transfer of funds from your employer's qualified
retirement plan to a Universal Capital Growth Fund IRA. Retirement plans are
required to transfer distributions directly to an IRA if the employee directs,
and are also required to withhold 20% of the distribution for taxes if a
distribution is not transferred directly to an IRA or another plan. Generally
speaking, these new rules regarding direct transfers will apply to any
distribution that could be rolled over into an IRA.

The procedure for making a direct transfer from a retirement plan into a
Universal Capital Growth Fund IRA is the same as the procedure for a direct
transfer from another IRA, discussed below.

TRANSFER TO A UNIVERSAL CAPITAL GROWTH FUND IRA FROM ANOTHER IRA

You may also make a direct transfer of funds from another IRA to a Universal
Capital Growth Fund IRA. The 12-month restriction on IRA rollovers does not
apply to direct transfers. The transfer must be direct from your existing IRA
to a Universal Capital Growth Fund IRA without your having physical contact with
the funds transferred. To make a transfer:

1) Follow the procedure for opening an account.

2) Complete the attached Transfer Form to instruct your present custodian or
trustee to transfer the assets of your present account to United Missouri Bank,
N.A. as successor custodian. Have your signature guaranteed if required by your
present custodian.

3) Send the completed transfer form, along with the Universal Capital Growth
Fund IRA application and beneficiary form, to Universal Capital Growth Fund.

4) United Missouri Bank, N.A. and your present custodian or trustee will
complete the details of transferring your funds to your Universal Capital Growth
Fund IRA.

TAX BENEFITS

You may be able to deduct part or all of the yearly contributions to your IRA
from your gross income, depending on whether you and/or your spouse are active
participants in a retirement program of your employer or a Keogh or SEP plan,
and depending on your income. See the Disclosure Statement, Section (2),
"Deductible Contributions." You may claim such a deduction even if you do not
itemize your deductions. The Universal Capital Growth Fund IRA is in the form
of IRS Form 5305-A, which is automatically deemed acceptable by the Internal
Revenue Service. The approval by the IRS relates only to the form of the
account and not to the merits of using the account as a retirement plan.

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WHEN CAN AN ACCOUNT BE OPENED?

You can open your account and make a contribution for any year at any time up to
the due date of your federal income tax return for that year (excluding
extensions). Rollovers and direct transfers from other IRAs or retirement plans
can be made at any time during the year, so long as a rollover contribution is
made within 60 days after the distribution from the other IRA or retirement plan
is received by you. A distribution from a qualified plan may be subject to
income tax and income tax withholding even if the distribution is rolled over to
an IRA. See "Rollover IRA" and "Transfer From a Qualified Plan to a Universal
Capital Growth Fund IRA," above.

DO I PAY TAX ON DIVIDENDS AND DISTRIBUTIONS?

No, all dividends and distributions accumulate tax-free. Tax is paid when you
(or your spouse, if a spousal account is elected) withdraw your retirement
benefits. See the Disclosure Statement, Section (5), "Income and Penalty
Taxes."

WHEN MAY I MAKE WITHDRAWALS?

Withdrawals can start after age 59 1/2, and must start by April 1 after the end
of the year in which you (or your spouse, in the case of a spousal account)
reach age 70 1/2. Withdrawals can be made in a lump sum or in installments.
The Internal Revenue Code imposes complex limits on the length of time over
which withdrawals from an IRA can be made. See the Disclosure Statement,
Section (4), "Distributions from your IRA." Withdrawals are subject to tax as
ordinary income, except for any portion rolled over to another IRA or considered
to be a return of nondeductible contributions. See Disclosure Statement,
Section (5), "Income and Penalty Taxes."

WHAT IF I MAKE A WITHDRAWAL BEFORE AGE 59 1/2?

A withdrawal can be made without penalty before age 59 1/2 only in case of death
or permanent disability, or in the case of certain periodic payments.
Otherwise, a withdrawal before age 59 1/2 is a premature withdrawal and is
subject to a penalty tax of 10% of the portion that is included in your income,
in addition to the regular income tax. But neither the regular income tax nor
the 10% penalty tax applies to any portion rolled over to another IRA or
considered as a return of your nondeductible contributions.

CUSTODIAN FEES

Acceptance fee . . . . . . . . . . . . . . . . . . . . . . . . . no charge
Transfer to Successor Trustee. . . . . . . . . . . . . . . . . . $ 10.00
Transfer from Prior Trustee. . . . . . . . . . . . . . . . . . . no charge
Annual maintenance fee . . . . . . . . . . . . . . . . . . . . . $ 10.00
Refund of Excess Contribution. . . . . . . . . . . . . . . . . . $ 10.00
Disbursement fee - lump sum. . . . . . . . . . . . . . . . . . . $ 15.00
Disbursement - periodic. . . . . . . . . . . . . . . . . . . . . $ 12.00 per
account/per year

(The fee for a periodic disbursement is incurred only at the time the periodic
distribution is established or if there is a change in the amount or frequency
of the payments.)

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Note: Each IRA account is subject to the above fees, including Spousal IRAs and
each of multiple accounts for the same participant. Fees are subject to
change on thirty (30) days notice to Depositor. Fees may be prepaid by
the Depositor by separate check payable to Universal Capital Growth Fund.
Any fees due and unpaid by December 15 of each calendar year will be
deducted from the Account.
____________________

THE UNIVERSAL CAPITAL GROWTH FUND IRA PLAN IS SPONSORED BY UNIVERSAL CAPITAL
INVESTMENT TRUST. THIS BRIEF OUTLINE OF THE PLAN IS NOT INTENDED AS A FULL
EXPLANATION OF THE INDIVIDUAL RETIREMENT PLAN, BUT WE HOPE THAT WE HAVE ANSWERED
SOME OF THE QUESTIONS THAT OCCUR TO YOU.

WE URGE YOU TO READ THE ENCLOSED MATERIAL THOROUGHLY.

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UNIVERSAL CAPITAL GROWTH FUND INDIVIDUAL RETIREMENT ACCOUNT

DISCLOSURE STATEMENT
(April 19, 1994)

This Disclosure Statement is being given to you to assure that you are
informed and understand the nature of an Individual Retirement Account ("IRA").
This disclosure statement explains the rules governing IRAs.

Your Right to Revoke this IRA. You may revoke this IRA at any time
within seven days after the later of the date you received this Disclosure
Statement or the day you established this IRA. For purposes of revocation, it
will be assumed that you received the Disclosure Statement no later than the
date of your check or transfer direction with which you opened your IRA. To
revoke the IRA, you must either mail or deliver a notice of revocation to the
following address:

Universal Capital Growth Fund
One Oakbrook Terrace
Suite 708
Oakbrook, Illinois 60181

If a notice of revocation is mailed, it will be deemed mailed on the
date of the postmark (or if sent by certified or registered mail, the date of
certification or registration) if it is deposited in the mail in the United
States, first class postage prepaid and properly addressed. If you revoke your
IRA, you are entitled to a return of the entire amount contributed.

(1) TYPES OF INDIVIDUAL RETIREMENT ACCOUNTS; ELIGIBILITY

IN GENERAL. There are several types of IRAs. For example, there is a
"Regular IRA" to which you may make contributions for yourself. There is also a
"Spousal IRA" which you may be able to set up for your spouse. There is also a
"Rollover IRA" which you can set up to receive assets from a qualified plan,
annuity or another IRA. Finally, there is a SEP-IRA (which is also known as a
Simplified Employee Pension Plan) which your employer can establish for you.
Following is a general description of the rules which apply to each of these
types of IRAs and who is eligible to establish them.

(a) REGULAR IRA. You may contribute up to the lesser of $2,000 or
100% of your compensation if you have not reached age 70 1/2 during the taxable
year. You may make this contribution even if you or your spouse is an active
participant in a qualified employer plan. However, as explained below, the
amount of the contribution which you may deduct may be limited. Compensation
includes wages, salary, commissions, bonuses, tips, etc. but does not include
income from interest, dividends or other earnings or profits from property, or
amounts not includible in your gross income.

(b) SPOUSAL IRA. You may contribute to your IRA and an IRA for your
non-working spouse if: (1) you have received compensation during the taxable
year and (2) you file a joint income tax return for the year with your spouse.
Under such an arrangement, you may qualify for a total deduction equal to the
lesser of $2,250 or 100% of your compensation for the taxable year. You can
determine how to divide the contribution between the two accounts but you cannot
contribute more than $2,000 annually into either one. While you cannot
contribute to your IRA in the taxable year in which you reach 70 1/2, you can
still contribute to your spouse's IRA if he or she has not reached 70 1/2. A
Spousal IRA does not involve the creation of a joint account. The account of
each spouse is separately owned and treated independently from the account of
the other spouse.

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A "non-working spouse" is one who had no earned income for the year,
or elects to be treated as having no earned income for this purpose. Your
spouse's election is made by claiming a spousal IRA deduction on your tax
return.

(c) ROLLOVER IRAs. All or a portion of certain distributions from
qualified retirement plans, annuities and other IRAs may be "rolled over" tax-
free within 60 days after receipt of the distribution without regard to the
limits on deductible contributions, but no deduction is allowed with respect to
such a contribution. The amount rolled over cannot exceed the fair market value
of all property received, reduced by employee contributions (except voluntary
deductible employee contributions made pursuant to a qualified plan). If you
make a rollover from a qualified employer plan to an IRA, you may in turn, under
certain circumstances make a rollover from the IRA into the qualified pension or
profit-sharing plan, qualified annuity plan, or tax-sheltered annuity or
custodial account of a subsequent employer. To preserve that right, however,
you must keep the rollover IRA separate from any other IRA you may have, since
you cannot make a rollover to an employer plan from an IRA to which you have
made yearly contributions. You can also transfer assets you hold in one IRA to
another IRA by directing the current trustee or custodian to transfer those
assets directly to the new IRA. You may also direct the trustee or custodian of
any qualified retirement plan to transfer a distribution from the plan directly
to an IRA. You can direct such a so-called "trustee-to-trustee transfer" at any
time. However, you may make a rollover of the same assets from one IRA to
another IRA only once during a one-year period. A decision to make a rollover
from a qualified plan, as signified by checking the rollover box on the
Application, is irrevocable.

Rollover amounts you receive may not be deposited in your spouse's
IRA, but if you should die while still a participant in a qualified plan, in
certain cases your spouse may be allowed to make a tax-free rollover to an IRA
of all or any part of the assets distributed from the qualified plan, excluding
any contributions (other than voluntary deductible employee contributions) made
by you to such plan. The amount of the death payout rolled over by a spouse
into an IRA may not subsequently be rolled over into another employer's
qualified plan or annuity.

The Unemployment Compensation Amendments Act of 1992 (the "1992 Act")
made several changes to the tax treatment of rollovers and direct transfers from
qualified retirement plans, effective January 1, 1993:

First, the 1992 Act expanded the types of distributions that can
be rolled over into an IRA. Under prior law, only certain types of total
and partial distributions could be rolled over. Under the new law, any
distribution from a plan can be rolled over unless it is either (1) one of
a series of substantially equal periodic payments (such as an annuity), or
(2) a minimum distribution required to be made after you reach the age of
70 1/2.

Second, if a distribution from a plan can be rolled over to an
IRA, the plan is required by law to transfer the distribution directly to
an IRA, or another employer's plan, if you so direct.

Finally, if you do not direct the distribution to be transferred
directly to an IRA or another plan, the plan making the distribution will
be required to withhold 20% of the distribution for the payment of income
taxes.

Strict requirements must be met to qualify for tax-free rollover
treatment. You should consult your personal tax advisor in connection with
rollovers to and from your IRA.

(d) SIMPLIFIED EMPLOYEE PENSION PLAN (SEP-IRA). An employer may
adopt a SEP-IRA and contribute to your SEP-IRA even if you are covered by
another retirement plan. The Code permits an employer to contribute to your
SEP-IRA up to 15% of your compensation (computed without regard to the
contribution) or $30,000 (or such other amount as may be prescribed by the
Secretary of the Treasury), whichever is less. The contributions are deductible
by the employer and are generally not

<PAGE>

includible in your income until you receive distributions. Employer
contributions must be made under a written allocation formula which cannot
discriminate in favor of so-called "highly compensated employees" (as defined in
the Code). Employer contributions are considered discriminatory unless they
bear a uniform relationship to the first $200,000 of each participant's
compensation.

An employer must cover each employee who has attained age 21 and has
performed service for the employer during at least three of the immediately
preceding five calendar years, but employees who earn less than $300 in the year
in question, employees covered by certain collective bargaining agreements and
certain nonresident aliens may be excluded. "Leased employees" (i.e., those
individuals who are not the employer's employees, who are hired through a
"leasing organization" and who provide services of a nature normally performed
by employees in the employer's business on a substantially full-time basis for
more than a year) must be treated as regular employees for the purposes of
making SEP-IRA contributions, unless the leasing organization provides
prescribed minimum pension benefits to the leased employees. Any SEP-IRA
contribution made by the leasing organization attributable to services performed
for the employer may be used to reduce the employer's contribution to a leased
employee's SEP-IRA.

Generally, if the employer does not maintain an integrated plan at any
time during the taxable year, Old Age and Survivor Disability Insurance
contributions ("OASDI") may be taken into account as contributions by the
employer to the employee's SEP-IRA but only if such OASDI contributions are
taken into account with respect to each employee maintaining a SEP-IRA. If the
SEP-IRA is part of a top-heavy plan as defined in the Code, the employer must
make a minimum contribution to each non-key employee's SEP-IRA for each year
that the plan is top-heavy. Generally, a plan is top-heavy if the aggregate of
the accounts of key employees as defined in Code Section 416 (i.e., certain
officers, owners and highly compensated individuals) exceeds 60% of the
aggregate of the accounts of all employees. If the employer maintains more than
one plan, such plans may, or under certain circumstances must, be aggregated for
purposes of determining whether the SEP-IRA is top-heavy. Generally, the
minimum contribution required to be made to the SEP-IRA of each non-key employee
in a top-heavy year is 3% of the employee's compensation.

If your employer chooses and if certain conditions are satisfied, you
can elect to have your salary reduced by up to $7,000 (or such higher amount as
is specified from time to time by the Secretary of the Treasury) and to
contribute the reduction to your SEP-IRA. If you reduce your salary under a
salary reduction agreement, your salary subject to federal income tax is
reduced. Salary reduction is permitted for a year only if your employer does
not have more than 25 employees at any time during the preceding year, all
employees who participate in the Plan are eligible for salary reduction and at
least one-half of the employees (including those not eligible for a SEP-IRA)
choose to make salary reduction contributions which may be made by highly
compensated individuals. There are also other rules which apply to salary
reduction contributions.

The rules governing integrated and salary reduction SEP-IRAs are
complex. We suggest that you discuss them with your tax advisor.

You may contribute to a Regular IRA even if you participate in a SEP-
IRA. Except as otherwise noted, your SEP-IRA generally is subject to the rules
governing a Regular IRA. Your rights to withdraw amounts held in a SEP-IRA
cannot be restricted by your employer.

(2) CONTRIBUTIONS

IN GENERAL. As explained in this part, the amount of your IRA
contributions which you can deduct is subject to limits. All contributions and
transfers to your Universal Capital Growth Fund IRA must be in cash, except that
a rollover contribution may be made either in cash or in shares of Universal
Capital Growth Fund. Contributions to your Regular IRA or Spousal IRA may be
made up to the due date for filing your tax return for the taxable year
(excluding extensions thereof) even if you file before the due date. In

<PAGE>

making contributions, you must indicate the tax year to which the contribution
applies. If no tax year is designated, the custodian will assume that the
contribution is intended to apply to the calendar year in which it is received.
The time limit for designating the applicable tax year is April 15.

Contributions made by an employer to your SEP-IRA for a calendar year
may be made no later than the due date of your employer's tax return (including
extensions). In making a SEP-IRA contribution, the tax year to which the
contribution relates must also be specified or it will be deemed to relate to
the calendar year in which it is received. In a SEP-IRA, this designation of
the tax year of a contribution must be made by the due date for contributions
described above.

DEDUCTIBLE CONTRIBUTIONS. If you are single and are not an "active
participant" in a retirement plan maintained by your employer, you can deduct
the full amount of your IRA contribution up to the lesser of $2,000 or 100% of
your compensation for the year. If you are married, you can deduct the full
amount of your IRA contribution so long as neither you nor your spouse is an
"active participant" in a retirement plan maintained by your respective
employers. These plans include qualified pension, profit-sharing, stock bonus
or money purchase plans, 401(k) plans, SEP-IRAs, qualified annuity plans, tax-
sheltered annuities and custodial accounts and deferred compensation plans of
governmental agencies. In general, you are considered to be an active
participant in a plan if an employer contribution or forfeiture was credited to
your account during the year in the case of a defined contribution plan or, in
the case of a defined benefit plan, you are eligible to participate even if you
choose not to. You are considered to be an active participant in a plan if you
make a contribution to the plan during a year even if your employer does not.
For active participation, it does not matter whether any interest you have in a
plan is vested or unvested.

If you or your spouse is an active participant in a plan, the amount
of the deduction you can claim for an IRA contribution is reduced or totally
denied depending upon the amount by which your adjusted gross income for the
year exceeds the "applicable dollar amount." The applicable dollar amount is
$25,000 for single people and $40,000 for married individuals filing a joint tax
return. If you are married but are filing separate tax returns, your applicable
dollar amount is $0.

If your adjusted gross income exceeds your applicable dollar amount by
more than $10,000, you may not deduct any portion of your IRA contribution.
However, if it is between $0 and $10,000 more than your applicable dollar
amount, you can claim a tax deduction for your contribution. To determine the
amount of the deduction, follow these steps. First, determine the amount of the
contribution you can make. If, for example, you have compensation in excess of
$2,000 you could make a $2,000 contribution to your Regular IRA. Next, subtract
the applicable dollar amount from your adjusted gross income. If you are single
and your adjusted gross income is $30,000, the difference would be $5,000.
Next, divide this difference by $10,000. In the example $5,000/$10,000 equals
1/2. Accordingly, you may deduct 1/2 of your contribution. If the deduction
limitation is not a multiple of $10, round the deduction to the next $10. If
your adjusted gross income does not exceed $35,000 and you are single or $50,000
and you are married, you can deduct $200 regardless of how the computation comes
out.

Married persons who file separate returns are treated as unmarried for
purposes of these rules if they did not live together at any time during the
year.

NON DEDUCTIBLE CONTRIBUTIONS. Even though you may not be entitled to
claim a deduction for contributions to your IRA, you are still allowed to make
the contributions to the extent described in "Types of IRAs" above. To the
extent that the amount of your contribution exceeds the deduction limit, it is
considered a nondeductible contribution. Earnings on these contributions are
not taxed until distributed, just like the earnings on deductible contributions.
It may therefore be worthwhile making nondeductible contributions.

<PAGE>

You are required to report the amount of your nondeductible
contributions on Form 8606 and attach it to your income tax return. If you
overstate this amount, you may be liable for a tax penalty of $100 per
overstatement.

(3) INVESTMENT AND HOLDING OF CONTRIBUTIONS

Contributions to your IRA, and the earnings thereon, are invested in
shares of Universal Capital Growth Fund. The assets in your account are held in
a custodial account exclusively for your benefit and the benefit of such
beneficiaries as you may designate in writing delivered to the Custodian. The
balance in your IRA represents a separate account which is clearly identified as
your property and generally may not be combined for investment with the property
of another individual. Your right to the entire balance in your account is
nonforfeitable. No part of the assets of your account may be invested in life
insurance contracts or in collectibles such as works of art, antiques, coins,
stamps, etc.

(4) DISTRIBUTIONS FROM YOUR IRA

DISTRIBUTION DURING YOUR LIFE. The law permits distributions to be
made from an IRA at any time after you attain age 59 1/2 without penalty, and
requires that distributions commence no later than April 1 following the
calendar year in which you attain age 70 1/2. Distributions may be in the form
of a single payment or, in accordance with regulations, in substantially equal
monthly, quarterly or annual payments over your life or the joint lives of you
and your designated beneficiary, or over a period certain not extending beyond
your life expectancy or the joint and last survivor life expectancy of you and
your designated beneficiary. However, if your beneficiary is not your spouse,
the law imposes an additional requirement called the minimum distribution
incidental benefit requirement. In general, this requirement puts a further
limit on the maximum payout period. This further limit is based on a table in
the income tax regulations, and if this limit applies to you, you should consult
your tax advisor to determine your minimum distribution.

If you direct distributions over your life or the joint lives of you
and your designated beneficiary, the Custodian will purchase an immediate
annuity contract from an insurance company you choose with your IRA and your
payments will be made under the annuity. You must provide a completed annuity
application from the insurance company of your choosing.

Any distribution instruction must specify the reason for the
distribution. Examples of such reasons are: premature distributions (i.e.,
distributions before age 59 1/2), rollovers, disability, death, normal (59 1/2
or over), excess contribution returns and other.

DISTRIBUTIONS AFTER YOUR DEATH. If you die after distributions have
begun to you, the balance of your IRA must be distributed to your designated
beneficiary at least as rapidly as under the method of distribution in effect
before your death.

If you die before the distribution of your interest has begun, the
entire balance of the account must be distributed by December 31 of the year in
which the 5th anniversary of your death occurs. However, distribution need not
be made within this 5-year period if your beneficiary receives payments over a
period measured by his or her life or the life expectancy beginning no later
than December 31 of the year following the year in which you die. If the
beneficiary is your spouse, those installment payments don't have to begin until
the later of December 31 of the year following the year in which you die or
December 31 of the year in which you would have reached age 70 1/2. In
addition, a distribution need not be made within 5 years of your death if your
spouse is your beneficiary and he or she elects to treat the entire interest in
the IRA (or the remaining part of such interest if distribution has already
begun) as his or her own IRA subject to the regular IRA distribution
requirements. In such a case, your

<PAGE>

spouse will be considered to be the covered individual under the IRA. If you
die before the entire IRA has been distributed to you and your spouse is not
your beneficiary, no additional cash contributions or rollover contributions may
be accepted by the IRA.

If distributions are made from your IRA to your surviving spouse (or
to a trust of which your surviving spouse is the income beneficiary), the amount
which your surviving spouse or the trust is entitled to receive in each year
must be at least equal to the income of your IRA (or of the portion of your IRA
which benefits your surviving spouse or the trust) for that year.

(5) INCOME AND PENALTY TAXES

INCOME TAX TREATMENT. Income tax on deductible IRA contributions and
earnings on both deductible and nondeductible IRA contributions is generally
deferred until you receive distributions. If you have made both deductible and
nondeductible contributions to IRAs you maintain, a portion of each distribution
you receive from any IRA (whether or not it is the one to which you made
nondeductible contributions) will be considered to be a return of nondeductible
contributions and therefore not included in your income for tax purposes. The
balance of each distribution will be taxed as ordinary income regardless of its
original source. The amount of any distribution which is considered to be a
return of nondeductible contributions (and therefore not taxed) is determined by
multiplying the amount of the distribution by a fraction. The numerator of the
fraction is the aggregate amount of nondeductible contributions you have made to
all of your IRAs over the years and the denominator is the balance in all your
IRAs at the end of the year (after adding back any distributions you received
during the year). The aggregate amount which can be excluded from income for
all years cannot exceed the amount of nondeductible contributions that you made
in those years.

Taxable distributions from your account are taxed as ordinary income
regardless of their original source. They are not eligible for special tax
treatment that may apply to lump sum distributions from qualified employer
plans. A distribution from your account after you attain age 65 is eligible for
the retirement income credit.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS. Your IRA is intended to
provide income for you upon retirement. Accordingly, the law generally imposes
a penalty on premature distributions. If you receive a taxable distribution
from the IRA before reaching age 59 1/2, a nondeductible 10% penalty will be
imposed on the portion of the distribution which is included in your gross
income. This penalty is in addition to any income tax you must pay on the
distribution itself. The penalty does not apply to the extent that the
distribution is considered a return of nondeductible contributions or a return
of an excess contribution which is permitted tax-free (see below). The penalty
also will not apply if the distribution is made due to your permanent disability
or death or if the distribution is one of a series of substantially equal
periodic payments made over your life (or life expectancy) or over the joint
lives (or life expectancies) of you and your beneficiary. Further, the penalty
does not apply in the case of a qualifying rollover distribution.

PENALTY TAX FOR EXCESS CONTRIBUTIONS. Contributions to an IRA above
the permissible limits are nondeductible and are subject to an annual
nondeductible excise tax of 6% of the amount of such excess contributions for
each year that the excess is not withdrawn or eliminated. The tax is paid by
the person to whom a deduction is allowed or in the case of a Rollover IRA, by
the person for whose benefit it is established. If the person who contributed
the excess takes no deduction for it and withdraws the excess amount plus the
net earnings attributable to such excess on or before the due date (including
extensions) for filing the Federal income tax return for the year for which the
contribution was made, the 6% excise tax will not be applied but the 10% tax on
premature distributions will be applied to the amount of net earnings.
Generally, if the excess is withdrawn after the due date (including extensions)
for filing the tax return for the year for which the contribution was made, not
only will the excess contribution be subject to the 6% excise tax, but the
amount of such excess and the net income attributable to it will also be
includible in income; and if you have not attained the age of 59 1/2, or are not
disabled, you will also be

<PAGE>

subject to the previously mentioned 10% penalty tax on premature distributions.
The law provides, however, that if an individual has made a contribution to an
IRA for a year which does not exceed $2,250 (excluding rollover amounts), all or
part of which is an excess contribution for which he did not claim a deduction,
and he does not correct the excess contribution before the due date (including
extensions) for filing his tax return for the year, he nevertheless may withdraw
the excess amount contributed (without the net income attributable thereto) at
any time without incurring the 10% penalty tax on premature distributions or
being required to include the amount withdrawn in income. The 6% excise tax
will be imposed even in this special situation for the year of the excess
contribution and each subsequent year until the excess is withdrawn or
eliminated.

The rules discussed above generally apply to SEP-IRAs as well. The
law also allows you to withdraw tax-free and without penalty an excess
contribution, regardless of the amount, made with respect to a rollover
contribution (including an attempted rollover contribution), if the excess
contribution occurred because you reasonably relied on erroneous information
required to be supplied by the plan, trust or institution making the
distribution that was the subject of the rollover.

As an alternative to withdrawing excess contributions made to an IRA,
such amounts may be eliminated by making reduced contributions; however, you
will be required to pay the 6% excise tax on the amount of the excess for the
year of the contribution and for each subsequent year until the amount of the
excess is deducted in a later year for which you have not contributed the
maximum deductible amount. If a contribution is made to your account in an
amount less than the permissible limit in order to correct an excess
contribution for a previous year for which you did not claim a deduction, you
may under certain circumstances, taking into account the limits on
contributions, be allowed to treat the amount of the reduction in the current
year's contribution as an additional contribution for the current taxable year.

PENALTY TAX FOR UNDER-DISTRIBUTION. If after April 1 following the
year in which you attain age 70 1/2, the amount distributed is less than the
minimum amount required by law to be distributed, a 50% excise tax may be
imposed on any such deficiency. The minimum amount required by law to be
distributed is generally based on your life expectancy or the joint and survivor
life expectancy of you and your beneficiary. However, if your beneficiary is
not your spouse, the law imposes an additional requirement which is called the
minimum distribution incidental benefit requirement. In general, this
requirement is designed to prevent you from naming a beneficiary who is much
younger than yourself in order to extend your payout period. You should consult
your tax advisor to determine your maximum distribution.

The Internal Revenue Service may waive the penalty tax for under-
distribution if the deficiency was due to reasonable error and reasonable steps
are being taken to correct the deficiency.

PENALTY TAX FOR EXCESS DISTRIBUTIONS. A 15% penalty tax is imposed on
annual distributions from retirement arrangements (including IRAs) to the extent
that such distributions in a year are considered "excess distributions." A
distribution is an "excess distribution" if it exceeds $150,000 (or such higher
amount as may be specified by the IRS) during any calendar year. This $150,000
amount will be $112,500 (adjusted for cost-of-living increases) if you elect to
have your distribution governed under certain tax rules. You should discuss how
this rule applies to you and how you make this election with your tax advisor.

PROHIBITED TRANSACTIONS AND PLEDGING ACCOUNT ASSETS. If during any
taxable year you engage in a so-called "prohibited transaction" with respect to
your IRA, the account will lose its tax-exempt status. In this event, the fair
market value of all account assets, valued as of the first day of such taxable
year, will be deemed distributed to you and includible in your gross income.
These prohibited transactions would include borrowing money from your account.
If you pledge your account or any portion thereof as security for a loan, such
pledged portion will be deemed distributed to you and, to the extent that it
does not represent a return of nondeductible contributions, includible in your
gross income. If you have not yet

<PAGE>

attained age 59 1/2, an additional tax equal to 10% of the amount pledged will
be imposed on such funds includible in gross income. If your spouse engages in
a prohibited transaction with respect to his or her account, the results will be
the same.

(6) MISCELLANEOUS

FEDERAL INCOME TAX WITHHOLDING. Distributions from an IRA to the
covered individual or to a beneficiary are subject to Federal income tax
withholding unless the covered individual or beneficiary elects to have no
withholding apply. The current withholding rate required by the Internal
Revenue Code is 10%. Additional information concerning withholding and election
forms will be available no later than at the time a distribution is requested.

FEDERAL ESTATE AND GIFT TAXES. Generally, your IRA will be included
in your estate for Federal estate tax purposes. If your spouse is your
beneficiary, your IRA may qualify for a deduction for purposes of that tax. An
election under an IRA to have a distribution payable to a beneficiary on the
death of the covered individual will not be treated as a gift subject to Federal
gift tax.

REPORTS TO THE INTERNAL REVENUE SERVICE. You are not required to file
Form 5329 with the IRS unless you owe one of the IRA penalty taxes. These are
the taxes on excess contributions, premature distributions, prohibited
transactions and under distributions after age 70 1/2.

FINANCIAL INFORMATION. The growth in value of the mutual fund shares
held in your account can neither be guaranteed nor projected.

PLAN SPONSOR. Universal Capital Investment Trust is the sponsor of
the IRA.

CUSTODIAN FEES. United Missouri Bank, N.A. as the Custodian of your
IRA currently charges an annual maintenance fee of $10 per account, per fund in
which you have an investment. You should refer to the fee schedule for other
fees which may be applicable. Note that Spousal IRAs require separate accounts.
Each spouse's account is subject to the above fees.

The $10 annual maintenance fee will be deducted from your account if
not paid before December 15th.

The Custodian may change any of the above fees from time to time
effective upon thirty (30) days written notice to the Depositor.

IRS APPROVAL STATUS. The Universal Capital Growth Fund IRA is in the
form of IRS Form 5305-A, which is automatically deemed acceptable by the IRS as
to form. The approval by the IRS relates only to the form of the account and
not to the merits of using the account as a retirement plan.

<PAGE>

Form 5305-A
(Rev. October, 1992)
Department of the Treasury
Internal Revenue Service

UNIVERSAL CAPITAL GROWTH FUND INDIVIDUAL RETIREMENT
CUSTODIAL ACCOUNT

(Under Section 408(a) of the Internal Revenue Code)
(April 19, 1994)

ARTICLE I

The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c) (but only after December 31, 1992),
403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a simplified
employee pension plan as described in section 408(k). Rollover contributions
before January 1, 1993, include rollovers described in section 402(a)(5),
402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or an employer
contribution to a simplified employee pension plan as described in section
408(k).

ARTICLE II

The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III

1. No part of the custodial funds may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with other
property except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5)).

2. No part of the custodial funds may be invested in collectibles
(within the meaning of section 408(m)) except as otherwise permitted by section
408(m)(3) which provides an exception for certain gold and silver coins and
coins issued under the laws of any state.

ARTICLE IV

1. Notwithstanding any provision of this agreement to the contrary,
the distribution of the Depositor's interest in the custodial account shall be
made in accordance with the following requirements and shall otherwise comply
with section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section 1.401(a)(9)-
2, the provisions of which are incorporated by reference.

2. Unless otherwise elected by the time distributions are required
to begin to the Depositor under paragraph 3, or to the surviving spouse under
paragraph 4, other than in the case of a life annuity, life expectancies shall
be recalculated annually. Such election shall be irrevocable as to the
Depositor and the surviving spouse and shall apply to all subsequent years. The
life expectancy of a nonspouse beneficiary may not be recalculated.

3. The Depositor's entire interest in the custodial account must be,
or begin to be, distributed by the Depositor's required beginning date, (April 1
following the calendar year end in which the Depositor reaches age 70 1/2). By
that date, the Depositor may elect, in a manner acceptable to the Custodian, to
have the balance in the custodial account distributed in:

<PAGE>

(a) A single sum payment.

(b) An annuity contract that provides equal or substantially
equal monthly, quarterly, or annual payments over the life of the Depositor.

(c) An annuity contract that provides equal or substantially
equal monthly, quarterly, or annual payments over the joint and last survivor
lives of the Depositor and his or her designated beneficiary.

(d) Equal or substantially equal annual payments over a
specified period that may not be longer than the Depositor's life expectancy.

(e) Equal or substantially equal annual payments over a
specified period that may not be longer than the joint life and last survivor
expectancy of the Depositor and his or her designated beneficiary.

4. If the Depositor dies before his or her entire interest is
distributed to him or her, the entire remaining interest will be distributed as
follows:

(a) If the Depositor dies on or after distribution of his or
her interest has begun, distribution must continue to be made in accordance with
paragraph 3.

(b) If the Depositor dies before distribution of his or her
interest has begun, the entire remaining interest will, at the election of the
Depositor or, if the Depositor has not so elected, at the election of the
beneficiary or beneficiaries, either

(i) Be distributed by December 31 of the year containing the
fifth anniversary of the Depositor's death, or

(ii) Be distributed in equal or substantially equal payments
over the life or life expectancy of the designated
beneficiary or beneficiaries starting by December 31 of
the year following the year of the Depositor's death. If,
however, the beneficiary is the Depositor's surviving
spouse, then this distribution is not required to begin
before December 31 of the year in which the Depositor
would have turned age 70 1/2.

(c) Except where distribution in the form of an annuity
meeting the requirements of section 408(b)(3) and its related regulations has
irrevocably commenced, distributions are treated as having begun on the
Depositor's required beginning date, even though payments may actually have been
made before that date.

(d) If the Depositor dies before his or her entire interest
has been distributed and if the beneficiary is other than the surviving spouse,
no additional cash contributions or rollover contributions may be accepted in
the account.

5. In the case of a distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual payment for
each year, divide the Depositor's entire Interest in the Custodial account as of
the close of business on December 31 of the preceding year by the life
expectancy of the Depositor (or the joint life and last survivor expectancy of
the Depositor and the Depositor's designated beneficiary, or the life expectancy
of the designated beneficiary, whichever applies). In the case of distributions
under paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and designated
beneficiary as of their birthdays in the year the Depositor reaches age 70 1/2.
In the case of a distribution in accordance with

<PAGE>

paragraph 4(b)(ii), determine life expectancy using the attained age of the
designated beneficiary as of the beneficiary's birthday in the year
distributions are required to commence.

6. The owner of two or more individual retirement accounts may use
the "alternative method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy
the minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.

ARTICLE V

1. The Depositor agrees to provide the Custodian with information
necessary for the Custodian to prepare any reports required under section 408(i)
and Regulations section 1.408-5 and 1.408-6.

2. The Custodian agrees to submit reports to the Internal Revenue
Service and the Depositor prescribed by the Internal Revenue Service.

ARTICLE VI

Notwithstanding any other articles which may be added or incorporated,
the provisions of Articles I through III and this sentence will be controlling.
Any additional articles that are not consistent with section 408(a) and related
regulations will be invalid.

ARTICLE VII

This agreement will be amended from time to time to comply with the
provisions of the Code and related regulations. Other amendments may be made
with the consent of the persons whose signatures appear below.

ARTICLE VIII

1. DEFINITIONS.

"Investment Company" shall mean an investment company as defined in
Internal Revenue Code Section 851(a), shares of which Universal Capital
Investment Trust has agreed to offer for investment under this Account.
"Investment Company Shares" or "Shares" shall mean shares of beneficial interest
or capital stock of the Investment Company.

2. INVESTMENT OF ACCOUNT ASSETS.

(a) Each contribution forwarded by the Depositor to the Custodian
shall identify the Depositor's account number and be accompanied by a statement
signed by the Depositor identifying the Investment Company Shares in which that
contribution is to be invested. The Custodian may return to the Depositor,
without liability for interest thereon, any contributions which are not
accompanied by adequate account identification or an appropriate signed
statement directing investment of those contributions.

(b) Contributions shall be invested in whole and fractional
Investment Company Shares at the price and in the manner in which such shares
are then being publicly offered by the Investment Company. All distributions
received on Investment Company Shares held in the Custodial Account shall be
reinvested in like Shares and credited to such Account. If any distribution of
Investment Company Shares may be received at the election of the shareholder in
additional like Shares or in cash or other property, the Custodian shall elect
to receive such distribution in additional like Investment Company Shares.

<PAGE>

(c) All Investment Company Shares acquired by the Custodian shall be
registered in the name of the Custodian or its registered nominee. The
Depositor shall be the beneficial owner of all Investment Company Shares held in
the Custodial Account and the Custodian shall not vote any of such shares,
except upon written direction of the Depositor. The Custodian agrees to forward
to every Depositor a then current Prospectus, reports, notices, proxies and
related proxy soliciting materials applicable to Investment Company Shares
received by the Custodian.

(d) The Depositor may at any time, by a manually signed direction
delivered to the Custodian, redeem any number of Investment Company Shares held
for his account and reinvest the proceeds in the Shares of any other Investment
Company.

3. AMENDMENT AND TERMINATION.

(a) The Investment Company may amend the Custodial Account in whole
or in part (including retroactive amendments) by delivering to the Depositor
written notice of such amendment setting forth the substance and effective date
of the amendment. The Depositor and the Custodian shall be deemed to have
consented to any such amendments not objected to in writing by the Depositor
within thirty (30) days of receipt of the notice, provided that no amendment
shall cause or permit any part of the assets of the Custodial Account to be
diverted to purposes other than for the exclusive benefit of the Depositor or
his beneficiaries, nor shall any amendment be made except in accordance with the
applicable law and regulations affecting this Custodial Account.

(b) The Depositor may at any time terminate the Custodial Account by
delivering to the Custodian a written notice of such termination setting forth
the effective date thereof, together with any required withholding information.

(c) The Custodial Account created by this Agreement shall
automatically terminate upon distribution to the Depositor or the beneficiary
designated under Paragraph 6 of Article VIII hereof of the entire balance in the
Custodial Account.

(d) The Custodian may be removed by the Depositor at any time upon
thirty (30) days written notice to the Custodian. The Custodian may elect to
terminate the Custodial Account upon thirty (30) days written notice to the
Depositor.

4. TAXES AND CUSTODIAL FEES. Any income taxes or other taxes of any kind
whatsoever that may be levied or assessed upon or in respect of the assets of
the Custodial Account, or the income arising therefrom, any transfer taxes
incurred, all other administrative expenses incurred by the Custodian in the
performance of its duties, including fees for legal services rendered to the
Custodian, and the Custodian's compensation, shall be paid from the Custodial
Account. Unusual administrative responsibilities not contemplated by the fee
schedule will result in such additional charges as will reasonably compensate
the Custodian for the services performed.

The custodian fee listed in the fee schedule will be deducted by the Custodian
from the initial contribution received from the Depositor. Any fees due and
unpaid by December 15 of each year will be deducted from the account and enough
fund shares will be redeemed to cover this fee. Fees as listed on the fee
schedule will be deducted from the refund or redemption proceeds at the time of
distribution or redemption and the remaining balance will be remitted to the
Depositor in the case of distribution, or will be reinvested in accordance with
the Depositor's instructions.

<PAGE>

5. REPORTS AND NOTICES.

(a) The Custodian shall keep adequate records of transactions it is
required to perform hereunder. No later than sixty (60) days after the close of
each calendar year, or after the Custodian's resignation or removal pursuant to
Article VIII, Paragraph 3, the Custodian shall render to Depositor a written
report or reports reflecting the transactions effected by it during such period
and the assets and liabilities of the Custodial Account at the close of the
period.

(b) All communications or notices required or permitted to be given
herein shall be deemed to be given upon receipt by the Custodian at United
Missouri Bank, N.A., 1010 Grand Avenue, P.O. Box 419226, Kansas City, Missouri,
the Investment Company and Universal Capital Growth Fund at One Oakbrook
Terrace, Suite 708, Oakbrook Terrace, Illinois 60181, or the Depositor at his
most recent address shown in the Custodian's records. The Depositor agrees to
advise the Custodian promptly, in writing, of any change of address.

6. DESIGNATION OF BENEFICIARY. The Depositor shall have the right, by
written notice to the Custodian, to designate a beneficiary or beneficiaries,
primary and contingent, to receive any benefit to which such Depositor may be
entitled in the event of his death prior to the complete distribution of such
benefit. In the event the Depositor has not designated any beneficiaries, or if
all beneficiaries shall predecease the Depositor, the following persons shall
take in the order named:

(a) Spouse of the Depositor,

(b) If the spouse shall predecease the Depositor, then in equal
shares to any children surviving the Depositor and to the descendents then
living of a deceased child, by the right of representation, or

(c) If the Depositor shall leave neither spouse nor descendents
surviving, then to the personal representative of the Depositor's estate.

7. INALIENABILITY OF BENEFITS. The benefits provided hereunder shall not be
subject to alienation, assignment, garnishment, attachment, execution or levy of
any kind of any attempt to cause such benefits to be so subjected shall not be
recognized except to the extent as may be required by law.

8. ROLLOVER CONTRIBUTIONS. The Custodian may receive rollover contributions
as described in section 408(d)(3) or any other applicable provisions of the
Code, and regulations promulgated thereunder. If any property is transferred to
the Custodian as a rollover contribution, such property shall be sold by the
Custodian and the proceeds reinvested as provided in section 2 of this Article
VIII. The Custodian reserves the right to refuse to accept any contributions
which are not in the form of cash.

9. CONFLICT IN PROVISIONS. To the extent that any of the provisions of
Article VIII shall conflict with the provisions of Articles IV, V, or VII, the
provisions of Article VIII shall prevail.

10. STATUS OF DEPOSITORS. Neither the Depositor nor any other person shall
have any legal or equitable right against the Custodian or the Investment
Company except as provided herein. The Depositor agrees to indemnify and hold
the Custodian harmless from and against any liability that the Custodian may
incur in the administration of the Account unless arising from the Custodian's
own negligence or misconduct.

11. LOSS OF EXEMPTION. If the Custodian receives notice that the Depositor's
Account has lost its tax-exempt status under section 408 of the Code for any
reason, including by reason of a transaction prohibited by section 4975 of the
Code, the Custodian shall distribute to the Depositor the entire balance in the
Account, in cash or in kind, in the sole discretion of the Custodian no later
than 90 days after the date the Custodian receives such notice.

<PAGE>

12. APPLICABLE STATE LAW. This Custodial Account shall be construed,
administered and enforced according to the laws of the State of Illinois except
to the extent Federal law supersedes Illinois law.

13. DISTRIBUTIONS TO SURVIVING SPOUSE. If distributions from the Custodial
Account are to be made to the Depositor's surviving spouse, or to a trust of
which the Depositor's surviving spouse is the income beneficiary, the amount
which the surviving spouse (or such trust) is entitled to receive in each year
shall not be less than the income of the Custodial Account (or of the portion of
the Custodial Account with respect to which the surviving spouse or such trust
is the beneficiary) for such year, as determined under section 2056(b)(7) of the
Code.

18
<PAGE>

ONE OAKBROOK TERRACE, SUITE 708, OAKBROOK TERRACE, IL 60181-4793
708-932-3000
- --------------------------------------------------------------------------------

1. INFORMATION ABOUT YOU (PLEASE PRINT)

Name
---------------------------------------------------------------------------

Address
---------------------------------------------------------------------------

City State Zip Code
---------------------------------------------------------------------------

SS # Birth Date / /
---------------------------------------------------------------------------

2. YOUR BENEFICIARIES
- PRIMARY BENEFICIARY: Relationship ______________________________________

Name
---------------------------------------------------------------------------

Address
---------------------------------------------------------------------------

City State Zip Code
---------------------------------------------------------------------------

SS # Birth Date / /
---------------------------------------------------------------------------

- CONTINGENT BENEFICIARY: Relationship ___________________________________

Name
---------------------------------------------------------------------------

Address
---------------------------------------------------------------------------

City State Zip Code
---------------------------------------------------------------------------

SS # Birth Date / /
---------------------------------------------------------------------------

3. TOTAL INVESTMENT

199_ Contribution* $__________________________________
199_ Contribution* $__________________________________
Rollover/Transfer $__________________________________
Custodian Fee ($10.00) $__________________________________

Total Investment $__________________________________
* If no year indicated, current year assumed.

4. TYPE OF IRA (Check only one)

/ / Individual
/ / Spousal
/ / Direct Transfer of Assets (form attached)
/ / Simplified Employee Pension Plan
/ / 60 Day Rollover From:
/ / another annual contribution IRA
/ / another IRA where the initial contribution was a lump sum from a
qualified retirement plan
/ / Section 403(b) plan
/ / Qualified Pension/Profit-Sharing Plan

5. TRANSFER TO CASH EQUIVALENT FUND
Transfer to Cash Equivalent Fund, ("CEF"), a money market fund managed by
Kemper Financial Services, must be in writing and are limited two transfers
per calendar year. A separate application is required to open an account
for the CEF IRA.

6. YOUR SIGNATURE
By signing the application establishing an IRA, the undersigned: (1)
establishes an Individual Retirement Account in accordance with all the
terms of the Custodial Agreement on Form 5305-A, (2) appoints UMB Bank,
N.A., or its successors, as Custodian of the Account, (3) states that he or
she has received, read, accepts and specifically incorporates herein in the
Custodial Agreement on Form 5305-A and Disclosure Statement, (4) agrees to
promptly give instructions to The Custodian necessary to enable the
Custodian to carry out its duties under the Custodial Agreement and (5)
agree that he or she has received and read the prospectus for the
investment selected and that this account will be subject to the prospectus
as amended from time to time.

Under penalties of perjury, I certify that the number shown on this
form is my correct social security number, and that I have not been
notified by the IRS that I am subject to back-up withholding.

YOUR SIGNATURE_______________________________________ DATE______________

HOME PHONE NUMBER____________________ BUSINESS PHONE NUMBER_______________

7. CUSTODIAN ACCEPTANCE (This section to be completed by UMB Bank, N.A.)
The undersigned, UMB Bank, N.A., by separate agreement and the below
signature, offers to serve as Custodian in accordance with the Universal
Capital Growth Fund Individual Retirement Account Plan once this
application Form has been properly completed and returned to the Custodian.

By___________________________________________________ DATE______________

8. YOUR FINANCIAL REPRESENTATIVE (Please Print)

--------------------------------- -------------------------- -----------
Name of Firm Representative's Last Name Rep. Number

--------------------------------- ----------------------------------------
Street Address Dealer Office/Branch Number

--------------------------------- ----------------------------------------
City State Zip Authorized Signature of Dealer

95-9 DUPLICATE TO BE MAILED TO PARTICIPANT
<PAGE>

- --------------------------------------------------------------------------------
SYSTEMATIC WITHDRAWALS

/ / I wish to activate the systematic withdrawal plan.

Payment frequency: / / monthly / / quarterly
Amount of check (minimum $100) $_________________

I understand that by selecting this program all dividends and distributions
credited to my account must be reinvested regardless of the distribution
option previously selected. Payments will begin the month or quarter
following the date of purchase.
- --------------------------------------------------------------------------------

DISTRIBUTION INSTRUCTIONS

DIVIDENDS (AND CAPITAL GAINS, IF ANY) WILL BE REINVESTED IN ADDITIONAL SHARES OF
THE FUND UNLESS YOU ELECT TO RECEIVE CASH

/ / Check this box only if you prefer all dividends to be paid in cash.
- --------------------------------------------------------------------------------

PAYMENT TO OTHERS
Complete if dividend or withdrawal checks are to be payable to someone other
than the shareholder(s).

Make checks payable and send to:

Name or institution:____________________________________________________________

Address:________________________________________________________________________

City_____________________________________ State________________ Zip Code______

Please sign__________________________________ ______________________________
Owner Checking or Savings Acct #
- --------------------------------------------------------------------------------

LETTER OF INTENT
Read the Prospectus for further details or call 708-932-3000.

Five percent of the dollar amount indicated will be held in escrow until the
intended purchase has been completed.

/ / LETTER OF INTENT
I agree to the provisions of the Letter of Intent set forth in the Appendix
to the Prospectus. I intend to invest at least the amount checked below
over a 13 month period from the date of the purchase:

/ / $100,000 / / $250,000

Other accounts in the Fund to be included in calculating the applicable
sales commission:

Shareholder Names Account No.
----------------- -----------

_____________________________________________ _________________________

_____________________________________________ _________________________
- --------------------------------------------------------------------------------

RIGHT OF ACCUMULATION

/ / I qualify for the cumulative quantity discount as outlined in the
Prospectus. My other accounts in the Fund are as follows:

Shareholder Names Account No.
----------------- -----------

_____________________________________________ _________________________

_____________________________________________ _________________________
- --------------------------------------------------------------------------------
FOR DEALER ONLY (Please Print)

The undersigned ("Dealer") agrees to all applicable provisions in this
Application and the Selling Group Agreement, guarantees the signature of and
representations by the Shareholder, agrees to notify Universal Capital Growth
Fund of any purchases made under a Letter of Intent or rights of accumulation
and represents that this Application is properly executed by a signer
authorized to guarantee signatures for the Dealer.

Dealer's Name___________________________________________________________________

Main Office Address_____________________________________________________________

Branch Street Address___________________________________________________________

Representative Name________________________ Rep No._____ Telephone No.________

Authorized Signature of Dealer__________________________________________________
- --------------------------------------------------------------------------------
<PAGE>

UNIVERSAL CAPITAL GROWTH FUND IRA
- --------------------------------------------------------------------------------

PLEASE PRINT ALL INFORMATION CLEARLY.

DEPOSITOR INFORMATION (ITEM 1)

- Applicant's name must be the name of an individual not the name of a
business.

- If the legal name of an applicant includes only initials, e.g. T.J.
Smith, a copy of a legal document such as a driver's license or birth
certificate must be submitted as certification of a legal name.

- Social Security number must be included in order for the application
to be accepted.

SIGNATURE (ITEM 6)

- Depositor must date and sign this Application.

/ / Submit a separate application and check for each fund and for
each individual.

/ / A spousal account requires a separate application. Check Item 4
for an individual account or for a spousal account.

/ / Attach a Request for Transfer of Assets, if applicable, to the
IRA application.

/ / Deductible and non-deductible contributions are not segregated.
All contributions will be invested in the same account regardless
of their deductibility.

CUSTODIAL ACCOUNT FEES AND INFORMATION

The depositor, by execution of this Application, appoints UMB Bank, N.A. as
Custodian of the account and understands that the current service and
maintenance fee(s) are as follows:

- Custodian Fee $10.00
- Distribution Withdrawal Fees
Lump Sum or Partial Distributions $15.00
Periodic Payments $12.00 per year/per fund

- Fees subject to change on 30 days notice to Depositor.

- Fees may be prepaid by the Depositor by separate check made payable to
Universal Capital Growth Fund. Any fees due and unpaid by December 15
of each calendar year will be taken from the assets of the Account.

MAILING INSTRUCTIONS

Make check for investment amount payable to UNIVERSAL CAPITAL GROWTH FUND, and
mail:

1. Application
2. Check (include $10.00 Custodian Fee plus IRA contribution)
3. Transfer Letter (if applicable)

TO: Universal Capital Growth Fund
One Oakbrook Terrace
Suite 708
Oakbrook Terrace, IL 60181-4793

<PAGE>

EXHIBIT 99.B15

UNIVERSAL CAPITAL INVESTMENT TRUST

DISTRIBUTION PLAN

Pursuant to the provisions of Rule 12b-1 under the Investment Company Act
of 1940 (the "Act"), this 12b-1 plan (the "Plan") has been adopted for Universal
Capital Growth Fund (the "Fund"), a series of Universal Capital Investment Trust
(the "Trust"), by a majority of the trustees of the Trust, including a majority
of the trustees who are not "interested persons" of the Trust (as defined in the
Act) and who have no direct or indirect financial interest in the operation of
the Plan or in any agreements related to the Plan (the "Non-Interested
Trustees"):

SECTION 1. The Fund shall pay to Dreher & Associates, Inc. (the
"Distributor"), at the end of each month:

(a) a service fee in an amount equal to the average daily net assets of
the Fund multiplied by that portion of .25% which the number of days in the
month bears to 365; and

(b) additional sales compensation in an amount equal to the average daily
net assets of the Fund multiplied by that portion of .25% which the number of
days in the month bears to 365.

Such payments represent compensation for expenses incurred by the
Distributor for the promotion and distribution of the shares of the Fund,
including, but not limited to the printing of prospectuses and reports used for
sales purposes, advertisements, expenses of preparation and printing of sales
literature and other expenses related to the distribution of Fund shares,
including any services fees or sales compensation paid to securities dealers and
others who have executed selling group agreements with the Distributor.

SECTION 2. To the extent any payments (i) by the Trust or the Fund in the
ordinary course of their business or (ii) to or by Integrated Financial
Services, Inc. (the "Adviser"), the Distributor, or other parties on behalf of
the Trust, Adviser or Distributor, are deemed to be payments for the financing
of any activity primarily intended to result in the sale of Fund shares within
the meaning of Rule 12b-1, then such payments shall be deemed to have been made
pursuant to the Plan.

SECTION 3. The Distributor shall prepare written reports to the Trust's
board of trustees on a quarterly basis showing all amounts paid under the Plan
and any distribution or service agreements and the purposes for which such
payments were made, plus a summary of the expenses incurred by the Distributor
hereunder, together with such other information as from time to time shall be
reasonably requested by the board of trustees of the Trust.

<PAGE>

SECTION 4. The Plan shall remain in effect until January 14, 1992 and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the trustees of the Trust, including a majority of the Non-Interested
Trustees, cast in person at a meeting called for such purpose.

SECTION 5. So long as the Plan is in effect, nominees for election as Non-
Interested Trustees shall be selected by the Non-Interested Trustees as required
by Rule 12b-1.

SECTION 6. The Plan may be terminated, without penalty, at any time by
either a majority of the Non-Interested Trustees or by vote of a majority of the
outstanding voting securities of the Fund, and shall terminate automatically in
the event of any act that terminates the Distribution Agreement with the
Distributor.

SECTION 7. Any agreement related to the Plan, including any distribution
or service agreement, shall provide that such agreement may be terminated,
without penalty, at any time by either a majority of the Non-Interested Trustees
or by vote of a majority of the outstanding voting securities of the Fund on not
more than sixty (60) days' written notice to any other party to such agreement,
and shall terminate automatically in the event of any act that terminates the
Plan or the Distribution Agreement with the Distributor. Any such related
agreement shall terminate automatically in the event of any act that constitutes
its assignment.

SECTION 8. Neither the Plan nor any distribution or service agreement may
be amended to increase materially the amount deemed to be spent for distribution
or servicing of the Fund's shares without approval by a majority of the Fund's
outstanding voting securities, and all material amendments to the Plan and any
distribution or service agreement shall be approved by a vote of a majority of
the trustees of the Trust, including a majority of the Non-Interested Trustees,
cast in person at a meeting called for such purpose.

SECTION 9. Any obligation of the Trust hereunder shall be binding only
upon the assets of the Trust (or the Fund) and shall not be binding upon any
trustee, officer, employee, agent, or shareholder of the Trust. Neither the
authorization of any action by the trustees or shareholders of the Trust nor the
execution of this Plan on behalf of the Trust shall impose any liability upon
any trustee or any shareholder.

SECTION 10. This Plan shall take effect at the time the Trust's
Registration Statement under the Securities Act of 1933 with respect to the
shares of the Fund is declared effective by the Securities and Exchange
Commission.

Adopted January 14, 1991

<PAGE>
EXHIBIT 99.B16
<TABLE>
<CAPTION>
Universal Capital Growth Fund
Total Return Calculation HAND
As of: 9/30/95 ENTERED
Rounded
Initial POP NAV Initial Initial **
Investment Initial Invested Invested Offering Offering Initial Ending
Date NAV Principal Principal Price Price Shares Shares
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3 MONTHS 6/30/95 14.94 1,000.00 985.00 15.1675 15.17 65.920 65.920
W/O COMM 6/30/95 14.94 N/A 1,000.00 14.9400 14.94 66.934 66.934

6 MONTHS 3/31/95 12.92 1,000.00 985.00 13.1167 13.12 76.220 76.220
W/O COMM 3/31/95 12.92 N/A 1,000.00 12.9200 12.92 77.399 77.399

1 YEAR 9/30/94 12.47 1,000.00 985.00 12.6599 12.66 78.989 83.416
W/O COMM 9/30/94 12.47 N/A 1,000.00 12.4700 12.47 80.192 84.687

FROM INCEPTION 1/22/91 10.00 1,000.00 985.00 10.1523 10.15 98.522 117.028
W/O COMM 1/22/91 10.00 N/A 1,000.00 10.0000 10.00 100.000 118.784

4 YEARS 9/30/91 11.16 1,000.00 985.00 11.3299 11.33 88.261 104.839
W/O COMM 9/30/91 11.16 N/A 1,000.00 11.1600 11.16 89.606 106.438

3 YEARS 9/30/92 11.38 1,000.00 985.00 11.5533 11.55 86.580 100.558
W/O COMM 9/30/92 11.38 N/A 1,000.00 11.3800 11.38 87.873 102.060

NAV Total Total % Total % Total Ave Ave
9/30/95 Ending Return Return Return Return Annual Annual
Ending Redeem. After w/ No After w/ No Return % Return %
Price Value Comm. Comm. Comm. Comm. Years w/ Comm no Comm
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3 MONTHS 16.28 1,073.18 73.18 7.318% 0.25
W/O COMM 16.28 1,089.69 89.69 8.969% 0.25

6 MONTHS 16.28 1,240.86 240.86 24.086% 0.50
W/O COMM 16.28 1,260.06 260.06 26.006% 0.50

1 YEAR 16.28 1,358.01 358.01 35.801% 1.00 35.8%
W/O COMM 16.28 1,378.70 378.70 37.870% 1.00 37.9%

FROM INCEPTION 16.28 1,905.22 905.22 90.522% 4.69 14.7%
W/O COMM 16.28 1,933.80 933.80 93.380% 4.69 15.1%

4 YEARS 16.28 1,706.78 706.78 70.678% 4.00 14.3%
W/O COMM 16.28 1,732.81 732.81 73.281% 4.00 14.7%

3 YEARS 16.28 1,637.08 637.08 63.708% 3.00 17.9%
W/O COMM 16.28 1,661.54 661.54 66.154% 3.00 18.4%
</TABLE>

** Formula = I15 + ( I15 * Amt of dividend per share ) / NAV @ date of dividend

<PAGE>

<TABLE>
<CAPTION>
FROM INCEPTION: (With commission) FROM 9/30/91: (With commission) FROM 9/30/92: (With commission)

Before After Before After Before After
Dividend Pay date Amount NAV Dividend Dividend Pay date Amount NAV Dividend Dividend Pay date Amount NAV Dividend
- ------------------------------------------ ------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
98.522 12/17/91 0.26 11.44 100.761 88.261 12/17/91 0.26 11.44 90.267 86.580 12/15/92 0.46 11.45 90.058
100.761 12/15/92 0.46 11.45 104.809 90.267 12/15/92 0.46 11.45 93.893 90.058 12/14/93 0.63 10.99 95.221
104.809 12/14/93 0.63 10.99 110.817 93.893 12/14/93 0.63 10.99 99.275 95.221 12/13/94 0.63 11.24 100.558
110.817 12/13/94 0.63 11.24 117.028 99.275 12/13/94 0.63 11.24 104.839
</TABLE>

<TABLE>
<CAPTION>
FROM INCEPTION: (Without commission) FROM 9/30/91: (Without commission) FROM 9/30/92: (Without commission)

Before After Before After Before After
Dividend Pay date Amount NAV Dividend Dividend Pay date Amount NAV Dividend Dividend Pay date Amount NAV Dividend
- ------------------------------------------ ------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
100.000 12/17/91 0.26 11.44 102.273 89.606 12/17/91 0.26 11.44 91.643 87.873 12/15/92 0.46 11.45 91.403
102.273 12/15/92 0.46 11.45 106.382 91.643 12/15/92 0.46 11.45 95.325 91.403 12/14/93 0.63 10.99 96.643
106.382 12/14/93 0.63 10.99 112.480 95.325 12/14/93 0.63 10.99 100.789 96.643 12/13/94 0.63 11.24 102.060
112.480 12/13/94 0.63 11.24 118.784 100.789 12/13/94 0.63 11.24 106.438
</TABLE>

<PAGE>
<ARTICLE> 6
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 5,533,972
<INVESTMENTS-AT-VALUE> 6,844,975
<RECEIVABLES> 66,806
<ASSETS-OTHER> 1,357,091
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,268,872
<PAYABLE-FOR-SECURITIES> 89,060
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31,166
<TOTAL-LIABILITIES> 120,226
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,669,327
<SHARES-COMMON-STOCK> 500,483
<SHARES-COMMON-PRIOR> 398,325
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,168,316
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,311,003
<NET-ASSETS> 8,148,646
<DIVIDEND-INCOME> 51,188
<INTEREST-INCOME> 22,182
<OTHER-INCOME> 0
<EXPENSES-NET> 118,934
<NET-INVESTMENT-INCOME> (45,564)
<REALIZED-GAINS-CURRENT> 1,218,344
<APPREC-INCREASE-CURRENT> 829,469
<NET-CHANGE-FROM-OPS> 2,002,249
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 250,706
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 103,666
<NUMBER-OF-SHARES-REDEEMED> 23,751
<SHARES-REINVESTED> 22,243
<NET-CHANGE-IN-ASSETS> 3,179,931
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 246,242
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 59,467
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 158,479
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 12.47
<PER-SHARE-NII> (.10)
<PER-SHARE-GAIN-APPREC> 4.54
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .63
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.28
<EXPENSE-RATIO> 2
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
UNIVERSAL CAPITAL GROWTH FUND NEW ACCOUNT APPLICATION
ONE OAKBROOK TERRACE, SUITE 708, OAKBROOK TERRACE, IL 60181-9904
708-932-3000
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
INITIAL / / Establish the account specified below with the enclosed check for $________________________, payable to
INVESTMENT Universal Capital Growth Fund. Minimum initial investment (except for retirement plans) is $500, except
that an investor making an initial investment of $50 or more may take up to 12 months to reach that $500
minimum account size.

/ / Payment has been made by Fed. funds wire on___________, ___________________________________________________,
Date Name of Bank
$________________
Amount
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT 1. Individual_______________________________________________________ ____________________________ ____________
First Name Middle Initial Last Name Social Security Number Birth Date

2. Joint Tenant(s)__________________________________________________ ____________________________ ____________
First Name Middle Initial Last Name Social Security Number Birth Date

__________________________________________________ ____________________________ ____________
First Name Middle Initial Last Name Social Security Number Birth Date
(Joint tenancy with right of survivorship will be assumed unless otherwise stated)

3. Gift to Minor_______________________________________________________________________________ as custodian for
Name of Custodian (Only one person allowed by law)

______________________________under the______Transfer to Minor Act__________________________ ________________
Name of Minor State Minor's Soc. Sec. # Birth Date

4. Trust___________________________________________________________ ___________________________________________
Soc. Sec. # or Tax ID Number

Trustee(s)______________________________________________________ ___________________________________________
Note: Send a copy of the trust agreement with this Application. Date of Trust

5. Organization____________________________________________________ ___________________________________________
Tax Identification Number

Type: / / Corporation / / Partnership / / Other (please specify)____________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
ADDRESS SHAREHOLDER TRUSTEE

__________________________________________________________ ____________________________________________________
Street Street

__________________________________________________________ ____________________________________________________
City State Zip Code City State Zip Code

Phone__________________________ _________________________ Phone_______________________________________________
Home Business
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION I certify that I am of legal age and have received and read the Fund's current Prospectus. I release the Fund
AND SIGNATURE agents and representatives from all liability and agree to indemnify the same from any and all losses, damages
or costs for acting in good faith in accordance with the privileges selected.

Cross out (2) if Under penalties or perjury, I hereby certify (1) that the Social Security or Taxpayer I.D. Number above is
it is not correct correct and (2) that I am not subject to backup withholding because (a) I have not been notified by the IRS that
I am subject to backup withholding as result of a failure to report all interest or dividends, or (b) the IRS
has notified me that I am no longer subject to backup withholding. (You must cross out item (2) if it is not
correct.) I agree that the Fund and its transfer agent may redeem shares and retain the proceeds from any of my
account(s) with the Fund up to a total of (c) any IRS penalties attributable to my failure to provide either the
Fund or its transfer agent with correct and complete information requested by them and (b) any tax not withheld
from distributions to me which should have been withheld by them.

All Co-owners must ________________________________________________________________________ ______________________________________
sign if the Authorized Signature Title (if applicable)
account is held by
Co-owners ________________________________________________________________________ ______________________________________
Authorized Signature Title (if applicable)

________________________________________________________________________ ______________________________________
Authorized Signature Title (if applicable)

__________________________________
Date
- ------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
AUTOMATIC / / Check here to automatically withdraw a specific amount from your bank account each month to invest into
INVESTMENT PLAN Universal Capital Growth Fund. I authorize the Fund's agent to draw checks of initiate Automated Clearing
House ("ACH") debits against the bank account described on the attached voided check on the date and in the
amounts shown below. I understand that this authorization will remain effective until I notify the Fund in
writing of its termination and until the Fund and its Agent have a reasonable time to act on that
termination.

Amount of monthly investment:________________(MUST BE $50 OR MORE)

Date of each monthly investment:_______________(ANY DAY BETWEEN THE 1ST AND THE 28TH; PLEASE CHOOSE A DATE AT
LEAST TWO WEEKS AFTER YOUR ACCOUNT IS OPENED TO LEAVE TIME FOR BANK PROCESSING)

Write "void" across the face of a check from the bank account you wish to use and attach it to this application.
- ------------------------------------------------------------------------------------------------------------------------------------

SYSTEMATIC / / I wish to activate the systematic withdrawal plan. Payment frequency: / / monthly / / quarterly
WITHDRAWALS Amount of check (minimum $100) $___________________
A minimum initial I understand that by selecting this program all dividends and distributions credited to my account must be
investment of reinvested regardless of the distribution option previously selected. Payments will begin the month or quarter
$25,000 is following the date of purchase.
required to
initiate this
service
- ------------------------------------------------------------------------------------------------------------------------------------

DISTRIBUTION DIVIDENDS (AND CAPITAL GAINS, IF ANY) WILL BE REINVESTED IN ADDITIONAL SHARES OF THE FUND UNLESS YOU ELECT TO
INSTRUCTIONS TO RECEIVE CASH

/ / Check this box to receive dividends and capital gains in cash.
- ------------------------------------------------------------------------------------------------------------------------------------

LETTER OF / / LETTER OF INTENT
INTENT I agree to the provisions of the Letter of Intent set forth in the Appendix to the Prospectus. I intend to
Read the Prospectus invest at least the amount checked below over a 13 month period from the date of the purchase.
for further details
or call 708-932-3000. / / $100,000 / / $250,000

1.5 percent of the Other accounts in the Fund to be included in calculating the applicable sales commission:
dollar amount
indicated will be Shareholder Names Account No.
held in escrow ----------------- -----------
until the intended
purchase has been ___________________________________________________________________________ ___________________________________
completed.
___________________________________________________________________________ ___________________________________

___________________________________________________________________________ ___________________________________

___________________________________________________________________________ ___________________________________
- ------------------------------------------------------------------------------------------------------------------------------------

RIGHT OF / / I qualify for the cumulative quantity discount as outlined in the Prospectus. My other accounts in the Fund
ACCUMULATION are as follows:
Shareholder Names Account No.
----------------- -----------

___________________________________________________________________________ ___________________________________

FOR DEALER ONLY The undersigned ("Dealer") agrees to all applicable provisions in this Application and the Selling Group
(Please Print) Agreement, guarantees the signature of and representations by the Shareholder, agrees to notify Universal
Capital Growth Fund of any purchases made under a Letter of Intent or rights of accumulation and represents that
this Application is properly executed by a signer authorized to guarantee signatures for the Dealer.

Dealer's Name___________________________________________________________________________________________________

Main Office Address_____________________________________________________________________________________________

Branch Street Address___________________________________________________________________________________________

Representative Name_________________________________________ Rep No.____________ Telephone No. _________________

Authorized Signature of Dealer__________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>