<PAGE>
UNIVERSAL CAPITAL GROWTH FUND
SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 1997
The Fund's investment adviser, Integrated Financial Services, Inc. (the
"Adviser"), has entered into an Asset Purchase Agreement with Graver, Bokhof,
Goodwin & Sullivan ("GBGS"). Upon closing of the asset sale, GBGS would assume
the investment management of the Fund under the same terms and conditions as the
current investment advisory agreement and would assume the Adviser's current
undertaking to limit the Fund's annual ordinary operating expenses to 2% of the
Fund's average daily net assets through December 31, 1997. After the closing of
the asset sale, Dreher & Associates, Inc. ("Dreher") is expected to continue to
serve as the Fund's distributor.
Under the Investment Company Act of 1940, the asset sale would constitute an
"assignment" of the Fund's investment advisory agreement and, therefore, an
automatic termination of that agreement. Accordingly, the Adviser and GBGS will
seek prior approval of the agreement from the Fund's board of trustees and
shareholders, and the closing of the asset sale is conditioned upon such
approval. The closing is expected to occur on August 6, 1997 or as soon
thereafter as practicable.
GBGS, a registered investment adviser, is organized as an Illinois limited
partnership and is located at 100 South Wacker Drive, Chicago, Illinois 60606.
The Fund is proposed to be managed by a committee consisting of senior GBGS
partners and associates.
The Date of this Supplement is June 11, 1997