<PAGE>
UNIVERSAL CAPITAL GROWTH FUND (the "Fund"),
a series of Universal Capital Investment Trust (the "Trust")
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 28, 1997
-----------------------
New Investment Adviser. On August 15, 1997, Graver, Bokhof, Goodwin &
Sullivan ("GBGS") assumed the investment management of the Fund pursuant to
a new investment advisory agreement approved by the shareholders of the
Fund. The new investment advisory agreement is on the same terms and
conditions as the prior investment advisory agreement with Integrated
Financial Services, Inc. ("IFS") except that it is dated as of August 15,
1997 and will be in effect for an initial term ending March 31, 1999.
Information Regarding GBGS. Graver, Bokhof, Goodwin & Sullivan, 100 South
Wacker Drive, Suite 2100, Chicago, Illinois 60606-4005, is a registered
investment adviser whose predecessor firm was founded in 1981. The firm, a
limited partnership organized under the laws of the State of Illinois, is
owned by its principals who also have ownership interests in three other
advisory firms. The combined assets under management for the affiliated
firms exceed $1 billion, with investment management provided to both
institutional and individual clients. Among the firms there are 16
professional and 11 staff members who provide investment and administrative
services to clients in equity, fixed income and venture capital portfolio
management. The names and principal occupations of the General Partners of
GBGS are as follows:
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
Steven F. Graver Partner, Graver, Bokhof, Goodwin & Sullivan
H. Steel Bokhof, Jr. Partner, Graver, Bokhof, Goodwin & Sullivan
Andrew J. Goodwin, III* Partner, Graver, Bokhof, Goodwin & Sullivan
James F. Sullivan Partner, Graver, Bokhof, Goodwin & Sullivan
Principal, Burnham, Sullivan, Andelbradt & Co.
</TABLE>
____________________
* as 85% General Partner of Goodwin Investors L.P.
Trustees. Effective August 15, 1997, the shareholders elected a new board
of trustees. The following table shows each trustee and such person's age
as of May 31, 1997, principal occupation or employment during the past five
years and other board memberships.
<PAGE>
<PAGE>
Name, Age and Five-Year Business Experience
- -------------------------------------------
Andrew J. Goodwin, III (53)
General Partner of GBGS since 1991; Managing Director of Garzarelli
Investment Management, LLC, since 1995; Treasurer and Secretary of The
Garzarelli Funds since 1997
William J. Breen (59)
Principal, Financial Computer Services and Disciplined Investment
Advisors, Inc. since 1972; Professor of Finance, Northwestern
University since 1974
Robert F. Seebeck (71)
Retired; formerly, Managing Director of Russell Reynolds Associates,
Inc., August, 1974 through December 1996; Vice President and Director
of Smith Barney & Co., June 1960 through August 1974.
Alan L. Zable (61)
Consultant since January 1, 1995; Senior Vice President and Treasurer,
Midwest Stock Exchange, Incorporated, April 1988 through December 1994;
Managing Director and Chief Financial Officer, Mesirow Financial
Services, Inc. (financial services holding company), prior thereto
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