SCHWARTZ INVESTMENT TRUST, 485BPOS, 1996-05-01

SCHWARTZ INVESTMENT TRUST
485BPOS, 1996-05-01

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
--
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
--
Pre-Effective Amendment No.

Post-Effective Amendment No. 4

and/or
--
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
--
Amendment No. 5

(Check appropriate box or boxes)

SCHWARTZ INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)

3707 West Maple Road
Bloomfield Hills, Michigan 48301
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (810) 644-8500

George P. Schwartz
Schwartz Investment Counsel, Inc.
3707 West Maple Road
Bloomfield Hills, Michigan 48301
(Name and Address of Agent for Service)

Copies to:

John A. Dudley, Esq.
Sullivan & Worcester
1025 Connecticut Avenue, NW
Washington, DC 20036

Registrant proposes that this Amendment become effective on the date
upon which it is filed with the Commission pursuant to Rule 485(b).

Registrant registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. Registrant's Rule 24f-2 Notice for the fiscal year ended December 31,
1995 was filed with the Commission on February 20, 1996.

<PAGE>

SCHWARTZ INVESTMENT TRUST

CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)
UNDER THE SECURITIES ACT OF 1933

ITEM NO. REGISTRATION STATEMENT CAPTION CAPTION IN PROSPECTUS
- -------- ------------------------------ ---------------------
<S> <C> <C>
1. Cover Page Cover Page

2. Synopsis Expense Information

3. Condensed Financial Information Financial Highlights;
Performance Information

4. General Description of Registrant Operation of the Fund;
Investment Objective,
Investment Policies and
Risk Considerations

5. Management of the Fund Operation of the Fund

5A. Management's Discussion of Management Discussion
Fund Performance and Analysis

6. Capital Stock and Other Securities Cover Page; Operation of
the Fund; Dividends and
Distributions; Taxes

7. Purchase of Securities Being Offered How to Purchase Shares;
Calculation of Share
Price; Application

8. Redemption or Repurchase How to Redeem Shares

9. Pending Legal Proceedings Inapplicable

(i)

<PAGE>

PART B
- ------
CAPTION IN STATEMENT
OF ADDITIONAL
ITEM NO. REGISTRATION STATEMENT CAPTION INFORMATION
- -------- ------------------------------ --------------------
<S> <C> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History The Fund

13. Investment Objectives and Policies Definitions, Policies
and Risk Considerations;
Quality Ratings of
Corporate Bonds and
Preferred Stocks;
Investment Limitations;
Securities Transactions;
Portfolio Turnover

14. Management of the Fund Trustees and Officers

15. Control Persons and Principal Holders Principal Security
of Securities Holders

16. Investment Advisory and Other Services The Investment Adviser;
Custodian; Auditors;
MGF Service Corp.;
Securities Transactions

17. Brokerage Allocation and Other Securities Transactions
Practices

18. Capital Stock and Other Securities The Fund

19. Purchase, Redemption and Pricing of Calculation of Share
Securities Being Offered Price; Redemption in
Kind

20. Tax Status Taxes

21. Underwriters The Distributor

22. Calculation of Performance Data Historical Performance
Information

23. Financial Statements Annual Report for the
Year Ended December 31,
1995

PART C

The information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C to this Registration
Statement.
</TABLE>

<PAGE>

PROSPECTUS
May 1, 1996

SCHWARTZ INVESTMENT TRUST
3707 W. MAPLE ROAD
BLOOMFIELD HILLS, MICHIGAN 48301
(810)644-8500

SCHWARTZ VALUE FUND
A NO-LOAD FUND
-----------------------------------------------------------------
INVESTMENT OBJECTIVE:
Long-term capital appreciation
through investment in basic value common stocks.

MINIMUM INVESTMENT:
Initial purchase - $25,000
No Sales Charge
No Redemption Charge

THE SCHWARTZ VALUE FUND IS NOT A 12B-1 FUND.

The Schwartz Value Fund (the "Fund") has retained Schwartz Investment
Counsel, Inc. (the "Adviser") to manage the Fund's investments. The Adviser
uses fundamental security analysis to identify and purchase shares of
companies which it believes to be selling below intrinsic value.

This Prospectus sets forth concisely the information about the Fund that
you should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information dated May 1, 1996, has been
filed with the Securities and Exchange Commission and is hereby incorporated
by reference in its entirety. A copy of the Statement of Additional
Information can be obtained at no charge by calling the number listed below.
- ---------------------------------------------------------------------

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 REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

For Information or Assistance in Opening An Account, Please Call:
DISTRIBUTOR:
GREGORY J. SCHWARTZ & CO., INC.
BLOOMFIELD HILLS, MICHIGAN
(810) 644-2701

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

The net asset value of the Schwartz Value Fund at December 31, 1995 was
$19.66 after a $1.52 per share distribution of net realized gains. For the
year, the Fund had a total return of 16.9%. It was a good year in absolute
terms, better than our 15% annual target, but disappointing relative to the
major indices which were up 20-40%. The performance of different segments of
the market varied greatly in 1995. Last year large- capitalization stocks and
growth stocks in particular, did exceptionally well. Small-capitalization
stocks, and especially small-cap value stocks, which we emphasize, languished
in comparison.

This is not particularly surprising, and I have seen it happen in the
past, where the types of stocks in which we invest do not get swept up in the
euphoria of major market advances. They tend to be overlooked by the
institutional managers who are investing the large incremental cash flows,
which major market advances precipitate. More so than other stocks, ours tend
to trade on their own news, at their own pace, and at prices which are usually
lower than intrinsic value. That's why we buy them. Happily, they also tend to
be less vulnerable on the downside. Following two years of underperformance,
smaller-capitalization value stocks remain undervalued by virtually any
historical measure. That underperformance increases our conviction that
small-cap value stocks will outperform in the future.

We strive to be contrarian investors because one can't buy stocks at
bargain prices when they're popular. Consequently, we're always looking for
companies and industries where the consensus outlook is temporarily clouded,
making the stock prices unduly depressed. Two industries meeting these
standards are consumer goods companies and specialty retailers. Much has been
made of the difficulties and bankruptcies within these industries. Most of the
stocks are depressed, many with justification. We are purchasing a few with
bullet-proof balance sheets and strong market niches. The former ensures
survivability in the short run, the latter assures profitability in the long
run.

- 2 -

<PAGE>

balance of the decade, we believe there's a meaningful opportunity for
selected consumer goods companies and specialty retailers to experience a
major turnaround. Believing the best time to accumulate stocks is when they're
unloved and underowned, we've established positions in some fine companies at
attractive prices. Recent purchases of companies with strong balance sheets
and defined market niches include K-Swiss Inc., Reebok International Ltd.,
Helen of Troy Limited, Windmere Corporation, The Dress Barn, Inc., and Ellett
Brothers, Inc. All of these companies enjoy above average levels of
profitability and staying power associated with their franchises.

Despite the fact that 1996 may be a bit rocky from an economic
perspective, there are many reasons to regard stocks favorably on a long-term
basis. With a competitive labor force and a cheap dollar, the U.S. is poised
to capitalize on its reestablished world-class productivity in manufacturing
and services. Technologically, the U.S. has a dramatic lead over most foreign
competitors, plus a huge middle class of 80 million well educated, healthy
baby boomers in their most productive years. Over time, savings rates will
rise as the boomers age, favorably impacting the budget deficit, the balance
of trade, and the demand for stocks and bonds. However, in the near term,
because the economy is looking weaker and the bull market is getting aged, the
capital markets in 1996 may hit some air pockets. If so, it will prove useful
for long-term investors trying to buy shares of excellent companies at reduced
prices. We intend to do so.

During the year Schwartz Investment Counsel, Inc. augmented
its analytical staff by hiring George Sertl from St. Louis,
Missouri. George's work is devoted exclusively to unearthing
investment opportunities for the Schwartz Value Fund. With depth
of knowledge and an unusually keen understanding of value
investing, he has made an immediate contribution.

- 3 -

<PAGE>

<TABLE>
Comparison of Change in Value of $10,000 Investment in Schwartz Value Fund*
and the Russell 2000 Index

<CAPTION>
SCHWARTZ VALUE FUND RUSSELL 2000 INDEX
- ------------------------------- ---------------------------
ANNUAL ANNUAL
DATE RETURN BALANCE DATE RETURN BALANCE
- ---- ------ ------- ---- ------ -------
<S> <C> <C> <C> <C> <C>
12/31/85 $10,000 12/31/85 $10,000
12/31/86 16.4% $11,640 12/31/86 5.7% $10,570
12/31/87 -0.6% $11,570 12/31/87 -8.8% $ 9,640
12/31/88 23.1% $14,243 12/31/88 24.9% $12,040
12/31/89 8.3% $15,425 12/31/89 16.2% $13,991
12/31/90 -5.3% $14,607 12/31/90 -19.5% $11,262
12/31/91 32.0% $19,282 12/31/91 46.0% $16,443
12/31/92 22.7% $23,659 12/31/92 18.4% $19,469
12/31/93 20.5% $28,509 12/31/93 18.9% $23,148
12/31/94 -6.8% $26,570 12/31/94 -3.2% $22,408
12/31/95 16.9% $31,061 12/31/95 26.2% $28,278

Schwartz Value Fund: Average Annual Total Returns

1 Year 16.9%
5 Years 16.4%
10 Years 12.1%

Past performance is not predictive of future performance.

<FN>
*Combines the performance of the Fund, since its commencement of operations on
July 20, 1993, and the performance of RCM Partners Limited Partnership for
periods prior to July 20, 1993. It should be noted that: (1) the Fund's quoted
performance data includes performance for periods before the Fund's
registration statement became effective; (2) the Fund was not registered under
the Investment Company Act of 1940 (the "1940 Act") during such periods and
therefore was not subject to certain investment restrictions imposed by the
1940 Act; and (3) if the Fund had been registered under the 1940 Act during
such periods, performance may have been adversely affected.
</FN>
</TABLE>

EXPENSE INFORMATION

SHAREHOLDER TRANSACTION EXPENSES

Sales Load Imposed on Purchases . . . . . . . . . . . . . None
Sales Load Imposed on Reinvested Dividends. . . . . . . . None
Redemption Fee. . . . . . . . . . . . . . . . . . . . . . None

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)

Management Fees . . . . . . . . . . . . . . 1.5%
12b-1 Fees. . . . . . . . . . . . . . . . . None
Other Expenses. . . . . . . . . . . . . . . .5%
----
Total Fund Operating Expenses . . . . . . . 2.0%
====

- 4 -

<PAGE>

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. The management fee of 1.50% is higher than that paid by most other
investment companies. The percentages expressing annual fund operating
expenses are based on amounts incurred during the most recent fiscal year. THE
EXAMPLE BELOW SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period
1 Year $ 20
3 Years 63
5 Years 108
10 Years 233

- 5 -

<PAGE>

FINANCIAL HIGHLIGHTS

The following information, which has been audited by Deloitte & Touche
LLP, is an integral part of the audited financial statements and should be
read in conjunction with the financial statements. The financial statements as
of December 31, 1995 and related auditors' report appear in the Statement of
Additional Information of the Fund, which can be obtained by shareholders at
no charge by calling 810-644-8500 or by writing to the Fund at the address on
the front of this Prospectus.
<TABLE>

PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<CAPTION>

Year Year July 20, 1993(A)
Ended Ended To
Dec. 31, 1995 Dec. 31, 1994 Dec. 31, 1993
------------- ------------- --------------
<S> <C> <C> <C>
Net asset value at
beginning of period..... $18.12 $20.97 $19.71
Income from investment
operations:
Net investment loss.... (0.03) (0.05) (0.06)
Net realized and
unrealized gains (losses)
on investments........ 3.09 (1.37) 1.95
------ ------ ------
Total from investment
operations.............. 3.06 (1.42) 1.89
------ ------ ------
Less dividends and
distributions:
From net realized capital
gains on investments... (1.52) (1.36) (0.63)
In excess of net realized
gains on investments... - (0.07) -
------ ------ ------
Total dividends and
distributions............. (1.52) (1.43) (0.63)
------ ------ ------
Net asset value at end
of period................. $19.66 $18.12 $20.97
====== ====== ======
Total return................ 16.9% (6.8)% 9.6%(B)

Net assets at end of period
(000s).................... $53,137 $45,097 $40,704

Ratio of expenses to average
net assets................ 2.00% 2.01% 2.13%(C)
Ratio of net investment loss
to average net assets..... (0.18)% (0.36)% (0.63)%(C)

Portfolio turnover rate..... 70% 78% 65%(C)

(A) Commencement of operations.
(B) Not annualized.
(C) Annualized.

</TABLE>

- 6 -

<PAGE>

INVESTMENT OBJECTIVE, INVESTMENT POLICIES AND RISK CONSIDERATIONS

The investment objective of the Fund is to seek long-term capital
appreciation through investment in basic value common stocks. Dividend and
interest income is only an incidental consideration to the Fund's investment
objective. The Fund is not intended to be a complete investment program, and
there is no assurance that its investment objective can be achieved. The
Fund's investment objective is fundamental and as such may not be changed
without the affirmative vote of the holders of a majority of its outstanding
shares. The term "majority" of the outstanding shares means the lesser of (1)
67% or more of the outstanding shares of the Fund present at a meeting, if the
holders of more than 50% of the outstanding shares of the Fund are present at
or represented at such meeting or (2) more than 50% of the outstanding shares
of the Fund. Unless otherwise indicated, all investment practices and
limitations of the Fund are nonfundamental policies which may be changed by
the Board of Trustees without shareholder approval.

The Fund maintains a disciplined approach to investing. The
Adviser uses fundamental security analysis to identify and
purchase shares of companies which it believes to be selling
below intrinsic value. The price of shares in relation to book
value, asset value, earnings, dividends and cash flow, both
historical and prospective, are key determinants in the security
selection process. The Fund buys shares in companies of all
sizes, although emphasis is placed on small and medium sized
companies because the Adviser believes these companies are more
likely to offer opportunities for capital appreciation.
Regardless of the size of the company, a common thread in the
Fund's investments is that the market price is below what a
corporate or entrepreneurial buyer would be willing to pay for
the entire business. The auction nature and the inefficiencies
of the stock market are such that the Fund can often buy a
minority interest in a company at a small fraction of the price
per share necessary to acquire the entire company.

Under normal market conditions, the Fund will invest primarily in
common stocks, which by definition entail risk of loss of capital. Securities
in the Fund's portfolio may not increase as much as the market as a whole and
some undervalued securities may continue to be undervalued for long periods of
time. Some securities may be inactively traded, i.e., not quoted daily in the
financial press, and thus may not be readily bought or sold. Although profits
in some Fund holdings may be realized quickly, it is not expected that most
investments will appreciate rapidly. The Fund will not invest more than 10% of
its total assets in securities of unseasoned issuers or in securities which
are subject to legal or contractual restrictions on resale.

- 7 -

<PAGE>

The Fund may from time to time invest a substantial portion of its
assets in small, unseasoned companies. While smaller companies generally have
potential for rapid growth, they often involve higher risks because they lack
the management experience, financial resources, product diversification and
competitive strengths of larger corporations. In addition, in many instances,
the securities of smaller companies are traded only over-the-counter or on a
regional securities exchange, and the frequency and volume of their trading is
substantially less than is typical of larger companies. Therefore, the
securities of smaller companies may be subject to wider price fluctuations.
When making large sales, the Fund may have to sell portfolio holdings at
discounts from quoted prices or may have to make a series of small sales over
an extended period of time.

Although the Fund invests primarily in common stocks, the Fund may,
in seeking its objective of long-term capital appreciation, invest in
preferred stocks and corporate debt securities, including securities
convertible into common stocks, without regard to quality ratings assigned by
rating organizations such as Moody's Investors Service, Inc. and Standard &
Poor's Ratings Group. The Fund does not hold, nor intend to invest, more than
5% of its net assets in preferred stocks and corporate debt securities rated
less than "investment grade" by either of these two rating organizations.
Lower-rated debt securities (commonly called "junk bonds") are often
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness.

The Fund may invest in foreign companies through the purchase of
sponsored American Depository Receipts (certificates of ownership issued by an
American bank or trust company as a convenience to investors in lieu of the
underlying shares which it holds in custody) or other securities of foreign
issuers that are publicly traded in the United States. When selecting foreign
investments, the Adviser will seek to invest in securities that have
investment characteristics and qualities comparable to the kinds of domestic
securities in which the Fund invests. The Fund does not currently intend to
invest more than 15% of its net assets in American Depository Receipts and
other foreign securities. Foreign investments may be subject to special risks,
including future political and economic developments and the possibility of
seizure or nationalization of companies, imposition of withholding taxes on
income, establishment of exchange controls or adoption of other restrictions,
that might affect an investment adversely.

The Fund may also invest up to 10% of its total assets in securities
of other investment companies. Investments by the Fund in shares of other
investment companies will result in duplication of advisory, administrative
and distribution fees.

- 8 -

<PAGE>

The Fund will not invest more than 5% of its total assets in securities of any
single investment company and will not purchase more than 3% of the
outstanding voting securities of any investment company.

For defensive purposes, the Fund may from time to time have a
significant portion, and possibly all, of its assets in U.S. Government
obligations. "U.S. Government obligations" include securities which are issued
or guaranteed by the United States Treasury, by various agencies of the United
States Government, and by various instrumentalities which have been
established or sponsored by the United States Government. U.S. Treasury
obligations are backed by the "full faith and credit" of the United States
Government. U.S. Treasury obligations include Treasury bills, Treasury notes,
and Treasury bonds. Agencies and instrumentalities established by the United
States Government include the Federal Home Loan Banks, the Federal Land Bank,
the Government National Mortgage Association, the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the Student Loan
Marketing Association, the Small Business Administration, the Bank for
Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing
Bank, the Federal Farm Credit Banks, the Federal Agricultural Mortgage
Corporation, the Resolution Funding Corporation, the Financing Corporation of
America and the Tennessee Valley Authority. Some of these securities are
supported by the full faith and credit of the United States Government while
others are supported only by the credit of the agency or instrumentality,
which may include the right of the issuer to borrow from the United States
Treasury. The Fund may purchase debt securities on a when-issued basis, but
the Fund does not currently intend to invest more than 5% of its net assets in
such securities during the coming year.

Although the Fund will invest primarily in common stocks under
normal market conditions, the Fund's relative equity, debt and cash positions
may be increased or decreased, as deemed appropriate by the Adviser. It is not
the Adviser's intention to have the Fund invested in debt securities primarily
for capital appreciation. The Fund may, however, from time to time, have all
or a portion of its assets invested in debt securities for defensive purposes
or to preserve capital on a temporary basis pending a more permanent
disposition of assets subject to the Adviser's analysis of economic and market
conditions. There is no formula as to the percentage of assets that may be
invested in any one type of security, except as set forth herein. When the
Fund has a portion of its assets in U.S. Government obligations or corporate
debt securities, the maturities of these securities (which may range from one
day to thirty years) will be based in large measure both on the Adviser's
perception as to general risk levels in the debt market versus the equity
market, and on the Adviser's perception of the future trend and term structure
of interest rates.

- 9 -

<PAGE>

Investments in equity and debt securities are subject to inherent
market risks and fluctuations in value due to earnings, economic conditions,
quality ratings and other factors beyond the control of the Adviser. Debt
securities are subject to price fluctuations based upon changes in the level
of interest rates, which will generally result in all those securities
changing in price in the same way, i.e., all those securities experiencing
appreciation when interest rates decline and depreciation when interest rates
rise. As a result, the return and net asset value of the Fund will fluctuate.

For defensive purposes, the Fund may temporarily hold all or a
portion of its assets in money market instruments. The money market
instruments which the Fund may own from time to time include U.S. Government
obligations having a maturity of less than one year, commercial paper rated
A-1 by Standard & Poor's Ratings Group or Prime-1 by Moody's Investors
Service, Inc., repurchase agreements, bank debt instruments (certificates of
deposit, time deposits and bankers' acceptances) and other short-term
instruments issued by domestic branches of U.S. financial institutions that
are insured by the Federal Deposit Insurance Corporation and have assets
exceeding $10 billion.

Repurchase agreements are transactions by which the Fund purchases a
security and simultaneously commits to resell that security to the seller at
an agreed upon time and price, thereby determining the yield during the term
of the agreement. In the event of a bankruptcy or other default of the seller
of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying security and losses. To minimize these
possibilities, the Fund intends to enter into repurchase agreements only with
its Custodian, banks having assets in excess of $10 billion and the largest
and, in the Adviser's judgment, most creditworthy primary U.S. Government
securities dealers. Repurchase agreements entered into by the Fund will be
collateralized by high-grade debt obligations. Collateral for repurchase
agreements is held in safekeeping in the customer-only account of the Fund's
Custodian at the Federal Reserve Bank. At the time the Fund enters into a
repurchase agreement, the value of the collateral, including accrued interest,
will equal or exceed the value of the repurchase agreement and, in the case of
a repurchase agreement exceeding one day, the seller agrees to maintain
sufficient collateral so that the value of the collateral, including accrued
interest, will at all times equal or exceed the value of the repurchase
agreement. The Fund will not enter into a repurchase agreement not terminable
within seven days if, as a result thereof, more than 15% of the value of the
net assets of the Fund would be invested in such securities and other illiquid
securities.

- 10 -

<PAGE>

The Fund may borrow money from banks or as may be necessary for the
clearance of securities transactions but only for emergency or extraordinary
purposes in an amount not exceeding 5% of the Fund's total assets. The Fund's
policy on borrowing is a fundamental policy which may not be changed without
the affirmative vote of a majority of its outstanding shares.

The Fund does not intend to use short-term trading as a primary means
of achieving its investment objective. However, the Fund's rate of portfolio
turnover will depend upon market and other conditions, and it will not be a
limiting factor when portfolio changes are deemed necessary or appropriate by
the Adviser. Although the annual portfolio turnover rate of the Fund cannot be
accurately predicted, it is not expected to exceed 100%, but may be either
higher or lower. High turnover involves correspondingly greater commission
expenses and transaction costs and increases the possibility that the Fund
would not qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code. The Fund will not qualify as a regulated investment
company if it derives more than 30% or more of its gross income from gains
(without offset for losses) from the sale or other disposition of securities
held for less than three months. High turnover may result in the Fund
recognizing greater amounts of income and capital gains, which would increase
the amount of income and capital gains which the Fund must distribute to its
shareholders in order to maintain its status as a regulated investment company
and to avoid the imposition of federal income or excise taxes (see "Taxes").

HOW TO PURCHASE SHARES

Your initial investment in the Fund must be at least $25,000. Shares
of the Fund are sold on a continuous basis at the net asset value next
determined after receipt of a purchase order by the Fund. Purchase orders
received by dealers prior to 4:00 p.m., Eastern time, on any business day and
transmitted to the Fund's transfer agent, MGF Service Corp., by 5:00 p.m.,
Eastern time, that day are confirmed at the net asset value determined as of
the close of the regular session of trading on the New York Stock Exchange on
that day. It is the responsibility of dealers to transmit properly completed
orders so that they will be received by MGF Service Corp. by 5:00 p.m.,
Eastern time. Dealers may charge a fee for effecting purchase orders. Direct
purchase orders received by MGF Service Corp. by 4:00 p.m., Eastern time, are
confirmed at that day's net asset value. Direct investments received by MGF
Service Corp. after 4:00 p.m., Eastern time, and orders received from dealers
after 5:00 p.m., Eastern time, are confirmed at the net asset value next
determined on the following business day.

- 11 -

<PAGE>

You may open an account and make an initial investment in the Fund by
sending a check and a completed account application form to MGF Service Corp.,
P.O. Box 5354, Cincinnati, Ohio 45201- 5354. Checks should be made payable to
the "Schwartz Value Fund." An account application is included in this
Prospectus.

The Fund mails you confirmations of all purchases or redemptions of
Fund shares. Certificates representing shares are not issued. The Fund and the
Distributor reserve the rights to limit the amount of investments and to
refuse to sell to any person.

Investors should be aware that the Fund's account application
contains provisions in favor of the Fund, MGF Service Corp. and certain of
their affiliates, excluding such entities from certain liabilities (including,
among others, losses resulting from unauthorized shareholder transactions)
relating to the various services made available to investors.

Should an order to purchase shares be canceled because your check
does not clear, you will be responsible for any resulting losses or fees
incurred by the Fund or MGF Service Corp. in the transaction.

You may also purchase shares of the Fund by wire. Please telephone
MGF Service Corp. (Nationwide call toll-free 800-545- 0103) for instructions.
You should be prepared to give the name in which the account is to be
established, the address, telephone number and taxpayer identification number
for the account, and the name of the bank which will wire the money.

Your investment will be made at the next determined net asset value
after your wire is received together with the account information indicated
above. If the Fund does not receive timely and complete account information,
there may be a delay in the investment of your money and any accrual of
dividends. To make your initial wire purchase, you are required to mail a
completed account application to MGF Service Corp. Your bank may impose a
charge for sending your wire. There is presently no fee for receipt of wired
funds, but MGF Service Corp. reserves the right to charge shareholders for
this service upon thirty days' prior notice to shareholders.

You may purchase and add shares to your account by mail or by bank
wire. Checks should be sent to MGF Service Corp., P.O. Box 5354, Cincinnati,
Ohio 45201-5354. Checks should be made payable or endorsed to the "Schwartz
Value Fund." Bank wires should be sent as outlined above. You may also make
additional investments at the Fund's offices at 3707 W. Maple Road, Bloomfield
Hills, Michigan 48301. Each additional purchase request must contain the name
of your account and your account

- 12 -

<PAGE>

number to permit proper crediting to your account. While there is no minimum
amount required for subsequent investments, the Fund reserves the right to
impose such requirement.

HOW TO REDEEM SHARES

You may redeem shares of the Fund on each day that the Fund is open
for business by sending a written request to the Fund. The request must state
the number of shares or the dollar amount to be redeemed and your account
number. The request must be signed exactly as your name appears on the Fund's
account records. If the shares to be redeemed have a value of $5,000 or more,
your signature must be guaranteed by any eligible guarantor institution,
including banks, brokers and dealers, municipal securities brokers and
dealers, government securities brokers and dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations.

Redemption requests may direct that the proceeds be wired directly to
your existing account in any commercial bank or brokerage firm in the United
States. There is currently no charge for processing wire redemptions. However,
MGF Service Corp. reserves the right, upon thirty days' written notice, to
make reasonable charges for wire redemptions. All charges will be deducted
from your account by redemption of shares in your account. Your bank or
brokerage firm may also impose a charge for processing the wire. In the event
that wire transfer of funds is impossible or impractical, the redemption
proceeds will be sent by mail to the designated account.

You may also redeem shares by placing a wire redemption through a
securities broker or dealer. Unaffiliated broker-dealers may impose a fee on
the shareholder for this service. You will receive the net asset value per
share next determined after receipt by the Fund or its agent of your wire
redemption request. It is the responsibility of broker-dealers to properly
transmit wire redemption orders.

You will receive the net asset value per share next determined after
receipt by MGF Service Corp. of your redemption request in the form described
above. Payment is made within three business days after tender in such form,
provided that payment in redemption of shares purchased by check will be
effected only after the check has been collected, which may take up to fifteen
days from the purchase date. To eliminate this delay, you may purchase shares
of the Fund by certified check or wire.

At the discretion of the Fund or MGF Service Corp.,
corporate investors and other associations may be required to

- 13 -

<PAGE>

furnish an appropriate certification authorizing redemptions to ensure proper
authorization. The Fund reserves the right to require you to close your
account if at any time the value of your shares is less than $25,000 (based on
actual amounts invested, unaffected by market fluctuations), or such other
minimum amount as the Fund may determine from time to time. After notification
to you of the Fund's intention to close your account, you will be given sixty
days to increase the value of your account to the minimum amount.

The Fund reserves the right to suspend the right of redemption or to
postpone the date of payment for more than three business days under unusual
circumstances as determined by the Securities and Exchange Commission.

DIVIDENDS AND DISTRIBUTIONS

The Fund expects to distribute substantially all of its net
investment income and net realized capital gains, if any, on an annual basis.
Distributions are paid according to one of the following options:

Share Option - income distributions and capital gains
distributions reinvested in additional shares.

Income Option - income distributions and short-term
capital gains distributions paid in cash;
long-term capital gains distributions reinvested
in additional shares.

Cash Option - income distributions and capital gains
distributions paid in cash.

You should indicate your choice of option on your application. If no
option is specified on your application, distributions will automatically be
reinvested in additional shares. All distributions will be based on the net
asset value in effect on the payable date.

If you select the Income Option or the Cash Option and the U.S.
Postal Service cannot deliver your checks or if your checks remain uncashed
for six months, your dividends may be reinvested in your account at the
then-current net asset value and your account will be converted to the Share
Option.

TAXES

The Fund has qualified and intends to continue to qualify for the
special tax treatment afforded a "regulated investment company" under
Subchapter M of the Internal Revenue Code so that

- 14 -

<PAGE>

it does not pay federal taxes on income and capital gains distributed to
shareholders. The Fund intends to distribute substantially all of its net
investment income and any net realized capital gains to its shareholders.
Distributions of net investment income as well as net realized short-term
capital gains, if any, are taxable to investors as ordinary income. Dividends
distributed by the Fund from net investment income may be eligible, in whole
or in part, for the dividends received deduction available to corporations.
Distributions of net realized long-term capital gains are taxable as long-term
capital gains regardless of how long you have held your Fund shares.
Redemptions of shares of the Fund are taxable events on which a shareholder
may realize a gain or loss.

On July 19, 1993, prior to the offering of shares of the Fund to the
public, the Fund exchanged its shares for portfolio securities of RCM Partners
Limited Partnership (the "Partnership"), a Michigan limited partnership, after
which the Partnership was dissolved and distributed Fund shares received pro
rata to its partners. Following this exchange transaction (the "Exchange"),
partners of the Partnership constituted all of the shareholders of the Fund,
except for shares representing seed capital contributed to the Fund by the
Adviser. The Exchange was intended to qualify as a tax-free reorganization,
with no gain or loss to be recognized by the Partnership or its partners. The
Exchange may result in adverse tax consequences to future shareholders of the
Fund. As a result of this Exchange, the Fund acquired securities that had
appreciated in value from the date they were originally acquired by the
Partnership. If these appreciated securities are subsequently sold, the amount
of the gain will be taxable to future shareholders as well as to shareholders
who received Fund shares in the Exchange. The effect of this for future
shareholders would be to immediately tax them on a distribution that
represents a return of the purchase price of their shares rather than an
increase in the value of their investment. The effect on shareholders who
received Fund shares in the Exchange would be to reduce their potential
liability for tax on capital gains by spreading it over a larger asset base.

The Fund will mail to each of its shareholders a statement indicating
the amount and federal income tax status of all distributions made during the
year. In addition to federal taxes, shareholders of the Fund may be subject to
state and local taxes on distributions. Shareholders should consult their tax
advisors about the tax effect of distributions and withdrawals from the Fund.
The tax consequences described in this section apply whether distributions are
taken in cash or reinvested in additional shares.

- 15 -

<PAGE>

OPERATION OF THE FUND

The Fund is a diversified series of Schwartz Investment Trust, an
open-end management investment company organized as an Ohio business trust on
August 31, 1992. The Board of Trustees supervises the business activities of
the Fund. Like other mutual funds, various organizations are retained to
perform specialized services for the Fund.

The Fund retains Schwartz Investment Counsel, Inc. (the
"Adviser"), 3707 W. Maple Road, Bloomfield Hills, Michigan, to
manage the Fund's investments. The Adviser was organized in 1980
and has approximately $200 million of assets under management as
of December 31, 1995. The controlling shareholders of the
Adviser are George P. Schwartz and Gregory J. Schwartz. George
P. Schwartz, who is President of both the Fund and the Adviser,
is, and since the Fund's inception has been, primarily
responsible for managing the Fund's portfolio.

The Fund pays the Adviser a fee at the annual rate of 1.5% of the
average value of its daily net assets up to $75 million; 1.25% of such assets
from $75 million to $100 million; and 1% of such assets in excess of $100
million. The rate of the advisory fee paid by the Fund is higher than that
paid by most other mutual funds.

The Fund is responsible for the payment of all operating expenses,
including fees and expenses in connection with membership in investment
company organizations, brokerage fees and commissions, legal, auditing and
accounting expenses, expenses of registering shares under federal and state
securities laws, insurance expenses, taxes or governmental fees, fees and
expenses of the custodian, transfer agent and accounting and pricing agent of
the Fund, fees and expenses of members of the Board of Trustees who are not
interested persons of the Fund, the cost of preparing and distributing
prospectuses, statements, reports and other documents to shareholders,
expenses of shareholders' meetings and proxy solicitations, and such
extraordinary or non-recurring expenses as may arise, including litigation to
which the Fund may be a party and indemnification of the Fund's officers and
Trustees with respect thereto.

The Fund has retained MGF Service Corp., P.O. Box 5354, Cincinnati,
Ohio, to provide administrative services and accounting and pricing services
to the Fund and to serve as its transfer agent and dividend paying agent. MGF
Service Corp. is a subsidiary of Leshner Financial, Inc., of which Robert H.
Leshner is the controlling shareholder. The Fund pays MGF Service Corp. a fee
for these services at the annual rate of .22% of the average value of its
daily net assets up to $25 million, .2% of such assets from $25 million to
$100 million and .15% of such

- 16 -

<PAGE>

assets in excess of $100 million; provided, however, that the minimum fee is
$6,000 per month.

Gregory J. Schwartz & Co., Inc. (the "Distributor"), 3707 W.
Maple Road, Bloomfield Hills, Michigan, serves as the exclusive
agent for the distribution of shares of the Fund. Gregory J.
Schwartz, Chairman of the Board and a Trustee of the Fund, is
also President and the controlling shareholder of the
Distributor. The Distributor will pay for the distribution of
Fund shares out of its own resources.

Shares of the Fund have equal voting rights and liquidation rights.
When matters are submitted to shareholders for a vote, each shareholder is
entitled to one vote for each full share owned and fractional votes for
fractional shares owned. The Fund is not required to hold annual meetings of
shareholders. The Trustees shall promptly call and give notice of a meeting of
shareholders for the purpose of voting upon removal of any Trustee when
requested to do so in writing by shareholders holding 10% or more of the
Fund's outstanding shares. The Fund will comply with the provisions of Section
16(c) of the Investment Company Act of 1940 in order to facilitate
communications among shareholders.

CALCULATION OF SHARE PRICE

On each day that the Fund is open for business, the share price (net
asset value) of the Fund's shares is determined as of the close of the regular
session of trading on the New York Stock Exchange, currently 4:00 p.m.,
Eastern time. The Fund is open for business on each day the New York Stock
Exchange is open for business and on any other day when there is sufficient
trading in the Fund's investments that its net asset value might be materially
affected. The net asset value per share of the Fund is calculated by dividing
the sum of the value of the securities held by the Fund plus cash or other
assets minus all liabilities (including estimated accrued expenses) by the
total number of shares outstanding of the Fund, rounded to the nearest cent.

U.S. Government obligations are valued at their most recent bid
prices as obtained from one or more of the major market makers for such
securities. Other portfolio securities are valued as follows: (1) securities
which are traded on stock exchanges or are quoted by NASDAQ are valued at the
last reported sale price as of the close of the regular session of trading on
the New York Stock Exchange on the day the securities are being valued, or, if
not traded on a particular day, at the average of the highest current
independent bid and lowest current independent offer, (2) securities traded in
the over-the-counter market, and which are not quoted by NASDAQ, are valued at
the average of the highest current independent bid and lowest current
independent offer as of the close of the regular session of

- 17 -

<PAGE>

trading on the New York Stock Exchange on the day the securities are being
valued, (3) securities which are traded both in the over-the-counter market
and on a stock exchange are valued according to the broadest and most
representative market, and (4) securities (and other assets) for which market
quotations are not readily available are valued at their fair value as
determined in good faith in accordance with consistently applied procedures
established by and under the general supervision of the Board of Trustees. The
net asset value per share of the Fund will fluctuate with the value of the
securities it holds.

PERFORMANCE INFORMATION

From time to time, the Fund may advertise its "average annual total
return." Average annual total return figures are based on historical earnings
and are not intended to indicate future performance.

The "average annual total return" of the Fund refers to the average
annual compounded rates of return over the most recent 1, 5 and 10 year
periods (which periods will be stated in the advertisement) that would equate
an initial amount invested at the beginning of a stated period to the ending
redeemable value of the investment. The calculation of "average annual total
return" assumes the reinvestment of all dividends and distributions. The Fund
may also advertise total return (a "nonstandardized quotation") which is
calculated differently from "average annual total return." A non-standardized
quotation of total return may be a cumulative return which measures the
percentage change in the value of an account between the beginning and end of
a period, assuming no activity in the account other than reinvestment of
dividends and capital gains distributions. A nonstandardized quotation of
total return may also indicate average annual compounded rates of return over
periods other than those specified for "average annual total return." A
nonstandardized quotation of total return will always be accompanied by the
Fund's "average annual total return" as described above.

From time to time, the Fund may advertise its performance rankings as
published by recognized independent mutual fund statistical services such as
Lipper Analytical Services, Inc. ("Lipper"), or by publications of general
interest such as Forbes, Money, The Wall Street Journal, Business Week,
Barron's, Fortune or Morningstar Mutual Fund Values. The Fund may also compare
its performance to that of other selected mutual funds, averages of the other
mutual funds within its category as determined by Lipper, or recognized
indicators such as the Dow Jones Industrial Average, the Standard & Poor's 500
Stock Index, the Value Line Composite Index, the NASDAQ Composite Index and
the Russell 2000 Index. In connection with a ranking, the Fund may provide
additional information, such as the particular category of funds to which the
ranking relates, the number of funds in the category, the criteria upon which
the ranking is

- 18 -

<PAGE>

based, and the effect of fee waivers and/or expense reimbursements, if any.
The Fund may also present its performance and other investment
characteristics, such as volatility or a temporary defensive posture, in light
of the Adviser's view of current or past market conditions or historical
trends.

Further information about the Fund's performance is contained in the
Fund's annual report which can be obtained by shareholders at no charge by
calling 810-644-8500 or by writing to the Fund at the address on the front of
this Prospectus.

<PAGE>

SCHWARTZ VALUE FUND
Account Application

Please mail completed account application to:
MGF Service Corp.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

ACCOUNT NO. 36- ________________________________
(For Fund Use Only)

FOR BROKER/DEALER USE ONLY
Firm Name:______________________________________________________________
Home Office Address:____________________________________________________
Branch Address:_________________________________________________________
Rep Name & No.:_________________________________________________________
Rep. Signature:_________________________________________________________

Initial Investment of $ __________________ ($25,000 minimum)

o Check or draft enclosed payable to the Schwartz Value Fund.

o Bank Wire From:_____________________________________________________

Account Name S.S. #/Tax I.D.#

- ------------------------------------------------ -----------------------------
Name of Individual, Corporation, Organization, (In case of custodial account
or Minor, etc. please list minor's S.S.#)

__________________________________________________________ Citizenship:
Name of Joint Tenant, Partner, Custodian o U.S.
Address o Other__________

Phone

- ------------------------------------------------------- (-------)----------
Street or P.O. Box Business Phone

- ------------------------------------------------------- (-------)----------
City State Zip Home Phone

Check Appropriate Box:
o Individual o Joint Tenant (Right of survivorship presumed)
o Corporation o Trust o Custodial o Other

Occupation and Employer Name/Address:_________________________________________

Are you an associated person of an NASD member? o Yes o No

TAXPAYER IDENTIFICATION NUMBER -- Under penalties of perjury I certify that
the Taxpayer Identification Number listed above is my correct number. Check
box if appropriate:
o I am exempt from backup withholding under the provisions of section
3406(a)(1)(c) of the Internal Revenue Code; or I am not subject to
backup withholding because I have not been notified that I am
subject to backup withholding as a result of a failure to report all
interest or dividends; or the Internal Revenue Service has notified me that
I am no longer subject to backup withholding.
o I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me and I have mailed or delivered an application to
receive a Taxpayer Identification Number to the Internal Revenue Service
Center or Social Security Administration Office. I understand that if I do
not provide a Taxpayer Identification Number within 60 days that 31% of all
reportable payments will be withheld until I provide a number.

<PAGE>

DISTRIBUTIONS (If no election is checked the SHARE OPTION will be assigned.)
o Share Option -- Income distributions and capital gains
distributions automatically reinvested
in additional shares.
o Income Option -- Income distributions and short-term capital
gains distributions paid in cash, long-term capital gains
distributions reinvested in additional shares.
o Cash Option -- Income distributions and capital gains distributions
paid in cash.

SIGNATURES
By signature below each investor certifies that he has received a copy of the
Fund's current Prospectus, that he is of legal age, and that he has full
authority and legal capacity for himself or the organization named below, to
make this investment and to use the options selected above. The investor
appoints MGF Service Corp. as his agent to enter orders for shares, to receive
dividends and distributions for automatic reinvestment in additional shares of
the Fund for credit to the investor's account and to surrender for redemption
shares held in the investor's account in accordance with any of the procedures
elected above or for payment of service charges incurred by the investor. The
investor further agrees that MGF Service Corp. can cease to act as such agent
upon ten days' notice in writing to the investor at the address contained in
this Application. The investor hereby ratifies any instructions given pursuant
to this Application and for himself and his successors and assigns does hereby
release the Fund, Schwartz Investment Counsel, Inc., MGF Service Corp.,
Gregory J. Schwartz & Co., and their respective officers, employees, agents
and affiliates from any and all liability in the performance of the acts
instructed herein. The Internal Revenue Service does not require your consent
to any provision of this document other than the certifications required to
avoid backup withholding.

By: ________________________________ _________________________________________
Signature & Title Date

NOTE: CORPORATIONS, TRUSTS AND OTHER ORGANIZATIONS MUST COMPLETE THE
RESOLUTION FORM ON THE REVERSE SIDE. UNLESS OTHERWISE SPECIFIED, EACH
JOINT OWNER SHALL HAVE FULL AUTHORITY TO ACT ON BEHALF OF THE
ACCOUNT.

<PAGE>

RESOLUTIONS
(This Section to be completed by Corporations, Trusts, and Other Organizations)
RESOLVED: That this corporation or organization become a shareholder of the
Schwartz Value Fund (the Fund) and that

- ------------------------------------------------------------------------------
is (are) hereby authorized to complete and execute the Application on behalf
of the corporation or organization and to take any action for it as may be
necessary or appropriate with respect to its shareholder account with the
Fund, and it is
FURTHER RESOLVED: That any one of the above noted officers is
authorized to sign any documents necessary or appropriate to appoint MGF
Service Corp. as redemption agent of the corporation or organization for
shares of the Fund, to establish or acknowledge terms and conditions governing
the redemption of said shares and to otherwise implement the privileges
elected on the Application.

CERTIFICATE

I hereby certify that the foregoing resolutions are in conformity with the
Charter and By-Laws or other empowering documents of the

- ------------------------------------------------------------------------------
(Name of Organization)

incorporated or formed under the laws of______________________________________
(State)

and were adopted at a meeting of the Board of Directors or Trustees of the
organization or corporation duly called and held on___________________________
at which a quorum was present and acting throughout, and that the same are now
in full force and effect.

I further certify that the following is (are) duly elected officer(s) of the
corporation or organization, authorized to act in accordance with the
foregoing resolutions.

NAME TITLE

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

Witness my hand and seal of the corporation or organization this_____________
day of_____, 19____

- -------------------------- -----------------------------------------------
*Secretary-Clerk Other Authorized Officer (if required)

*If the Secretary or other recording officer is authorized to act by the above
resolutions, this certificate must also be signed by another officer.

<PAGE>

SCHWARTZ INVESTMENT TRUST
3707 W. Maple Road
Bloomfield Hills, Michigan 48301
810-644-8500

BOARD OF TRUSTEES
Donald J. Dawson, Jr.
Fred A. Erb
John J. McHale
Sidney F. McKenna
George P. Schwartz, CFA
Gregory J. Schwartz

OFFICERS
Gregory J. Schwartz, Chairman of the Board
George P. Schwartz, CFA, President
Richard L. Platte, Jr., CFA, Vice President/Secretary
Cynthia M. Dickinson, Treasurer
Robert G. Dorsey, CPA, Assistant Vice President
John F. Splain, Assistant Secretary
Mark J. Seger, CPA, Assistant Treasurer

INVESTMENT ADVISER
SCHWARTZ INVESTMENT COUNSEL, INC.
3707 W. Maple Road
Bloomfield Hills, Michigan 48301

DISTRIBUTOR
GREGORY J. SCHWARTZ & CO., INC.
3707 W. Maple Road
Bloomfield Hills, Michigan 48301

TRANSFER AGENT
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

- -----------------------------------------------------------------------------
TABLE OF CONTENTS
Management Discussion and Analysis . . . . . . . . . . . . . .
Expense Information. . . . . . . . . . . . . . . . . . . . . .
Financial Highlights . . . . . . . . . . . . . . . . . . . . .
Investment Objective, Investment Policies and
Risk Considerations. . . . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions. . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Fund. . . . . . . . . . . . . . . . . . . . .
Calculation of Share Price . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . .
Application. . . . . . . . . . . . . . . . . . . . . . . . . .
- -----------------------------------------------------------------
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and if given or made, such
information or representations must not be relied upon as being authorized by
the Fund. This Prospectus does not constitute an offer by the Fund to sell
shares in any State to any person to whom it is unlawful for the Fund to make
such offer in such State.

<PAGE>

SCHWARTZ INVESTMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1996

SCHWARTZ VALUE FUND

This Statement of Additional Information is not a prospectus. It
should be read in conjunction with the Prospectus of the Schwartz Value Fund
dated May 1, 1996. A copy of the Fund's Prospectus can be obtained by writing
the Fund at 3707 W. Maple Road, Bloomfield Hills, Michigan 48301, or by
calling the Fund at 810-644-8500.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

SCHWARTZ INVESTMENT TRUST
3707 W. MAPLE ROAD
BLOOMFIELD HILLS, MICHIGAN 48301

TABLE OF CONTENTS
PAGE

THE FUND.................................................................3

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS............................3

QUALITY RATINGS OF CORPORATE BONDS AND PREFERRED STOCKS..................8

INVESTMENT LIMITATIONS..................................................13

TRUSTEES AND OFFICERS.................................................. 14

THE INVESTMENT ADVISER..................................................16

THE DISTRIBUTOR.........................................................18

SECURITIES TRANSACTIONS.................................................18

PORTFOLIO TURNOVER......................................................20

CALCULATION OF SHARE PRICE..............................................20

TAXES...................................................................20

REDEMPTION IN KIND......................................................21

HISTORICAL PERFORMANCE INFORMATION......................................22

PRINCIPAL SECURITY HOLDERS..............................................24

CUSTODIAN...............................................................24

AUDITORS. . ............................................................25

MGF SERVICE CORP........................................................25

ANNUAL REPORT...........................................................25

- 2 -

<PAGE>

THE FUND

Schwartz Investment Trust (the "Trust") was organized as an Ohio
business trust on August 31, 1992. The Trust currently offers one series of
shares to investors, the Schwartz Value Fund (the "Fund"). Prior to June 1,
1994, the name of the Fund was The RCM Fund.

Each share of the Fund represents an equal proportionate interest in
the assets and liabilities belonging to the Fund with each other share of the
Fund and is entitled to such dividends and distributions out of the income
belonging to the Fund as are declared by the Trustees. The shares do not have
cumulative voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or combine the shares
of the Fund into a greater or lesser number of shares of the Fund so long as
the proportionate beneficial interest in the assets belonging to the Fund are
in no way affected. In case of any liquidation of the Fund, the holders of
shares of the Fund will be entitled to receive as a class a distribution out
of the assets, net of the liabilities, belonging to the Fund. No shareholder
is liable to further calls or to assessment by the Fund without his express
consent.

On July 19, 1993, prior to the offering of Fund shares to the public,
the Fund exchanged its shares for portfolio securities of RCM Partners Limited
Partnership, a Michigan limited partnership (the "Partnership"), after which
the Partnership dissolved and distributed the Fund shares received pro rata to
its partners.

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS

A more detailed discussion of some of the terms used and investment
policies described in the Prospectus (see "Investment Objective, Investment
Policies and Risk Considerations") appears
below:

MAJORITY. As used in the Prospectus and this Statement of Additional
Information, the term "majority" of the outstanding shares of the Fund means
the lesser of (1) 67% or more of the outstanding shares of the Fund present at
a meeting, if the holders of more than 50% of the outstanding shares of the
Fund are present or represented at such meeting or (2) more than 50% of the
outstanding shares of the Fund.

COMMERCIAL PAPER. Commercial paper consists of short-term (usually
from one to two hundred seventy days) unsecured promissory notes issued by
corporations in order to finance their current operations. The Fund will only
invest in commercial paper rated A-1 by Standard & Poor's Ratings Group
("Standard &

- 3 -

<PAGE>

Poor's") or Prime-1 by Moody's Investors Service, Inc. ("Moody's") or unrated
paper of issuers who have outstanding unsecured debt rated AA or better by
Standard & Poor's or Aa or better by Moody's. Certain notes may have floating
or variable rates. Variable and floating rate notes with a demand notice
period exceeding seven days will be subject to the Fund's policy with respect
to illiquid investments unless, in the judgment of the Adviser, such note is
liquid.

The rating of Prime-1 is the highest commercial paper rating assigned
by Moody's Investors Service, Inc. Among the factors considered by Moody's in
assigning ratings are the following: valuation of the management of the
issuer; economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas;
evaluation of the issuer's products in relation to competition and customer
acceptance; liquidity; amount and quality of long-term debt; trend of earnings
over a period of 10 years; financial strength of the parent company and the
relationships which exist with the issuer; and recognition by the management
of obligations which may be present or may arise as a result of public
interest questions and preparations to meet such obligations. These factors
are all considered in determining whether the commercial paper is rated
Prime-1. Commercial paper rated A (highest quality) by Standard & Poor's
Ratings Group has the following characteristics: liquidity ratios are adequate
to meet cash requirements; long-term senior debt is rated "A" or better,
although in some cases "BBB" credits may be allowed; the issuer has access to
at least two additional channels of borrowing; basic earnings and cash flow
have an upward trend with allowance made for unusual circumstances; typically,
the issuer's industry is well established and the issuer has a strong position
within the industry; and the reliability and quality of management are
unquestioned. The relative strength or weakness of the above factors
determines whether the issuer's commercial paper is rated A-1.

BANK DEBT INSTRUMENTS. Bank debt instruments in which the Fund may
invest consist of certificates of deposit, bankers' acceptances and time
deposits issued by national banks and state banks, trust companies and mutual
savings banks, or by banks or institutions the accounts of which are insured
by the Federal Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation. Certificates of deposit are negotiable certificates
evidencing the indebtedness of a commercial bank to repay funds deposited with
it for a definite period of time (usually from fourteen days to one year) at a
stated or variable interest rate. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft which has been drawn on it
by a customer, which instruments reflect the obligation both of the bank and
of the drawer to pay the face

- 4 -

<PAGE>

amount of the instrument upon maturity. Time deposits are non-negotiable
deposits maintained in a banking institution for a specified period of time at
a stated interest rate. The Fund will not invest in time deposits maturing in
more than seven days if, as a result thereof, more than 15% of the value of
its net assets would be invested in such securities and other illiquid
securities.

WHEN-ISSUED SECURITIES. The Fund will only make commitments to
purchase securities on a when-issued basis with the intention of actually
acquiring the securities. In addition, the Fund may purchase securities on a
when-issued basis only if delivery and payment for the securities takes place
within 120 days after the date of the transaction. In connection with these
investments, the Fund will direct the Custodian to place cash, U.S. Government
obligations or high-grade debt instruments in a segregated account in an
amount sufficient to make payment for the securities to be purchased. When a
segregated account is maintained because the Fund purchases securities on a
when-issued basis, the assets deposited in the segregated account will be
valued daily at market for the purpose of determining the adequacy of the
securities in the account. If the market value of such securities declines,
additional cash or securities will be placed in the account on a daily basis
so that the market value of the account will equal the amount of the Fund's
commitments to purchase securities on a when-issued basis. To the extent funds
are in a segregated account, they will not be available for new investment or
to meet redemptions. Securities purchased on a when-issued basis and the
securities held in the Fund's portfolio are subject to changes in market value
based upon changes in the level of interest rates (which will generally result
in all of those securities changing in value in the same way, i.e., all those
securities experiencing appreciation when interest rates decline and
depreciation when interest rates rise). Therefore, if in order to achieve
higher returns, the Fund remains substantially fully invested at the same time
that it has purchased securities on a when-issued basis, there will be a
possibility that the market value of the Fund's assets will experience greater
fluctuation. The purchase of securities on a when-issued basis may involve a
risk of loss if the broker-dealer selling the securities fails to deliver
after the value of the securities has risen.

When the time comes for the Fund to make payment for securities
purchased on a when-issued basis, the Fund will do so by using then available
cash flow, by sale of the securities held in the segregated account, by sale
of other securities or, although it would not normally expect to do so, by
directing the sale of the securities purchased on a when-issued basis
themselves (which may have a market value greater or less than the Fund's
payment obligation). Although the Fund will only make

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<PAGE>

commitments to purchase securities on a when-issued basis with the intention
of actually acquiring the securities, the Fund may sell these securities
before the settlement date if it is deemed advisable by the Adviser as a
matter of investment strategy.

REPURCHASE AGREEMENTS. Repurchase agreements are transactions by
which the Fund purchases a security and simultaneously commits to resell that
security to the seller at an agreed upon time and price, thereby determining
the yield during the term of the agreement. In the event of a bankruptcy or
other default by the seller of a repurchase agreement, the Fund could
experience both delays in liquidating the underlying security and losses. To
minimize these possibilities, the Fund intends to enter into repurchase
agreements only with its Custodian, with banks having assets in excess of $10
billion and with broker-dealers who are recognized as primary dealers in U.S.
Government obligations by the Federal Reserve Bank of New York. Collateral for
repurchase agreements is held in safekeeping in the customer-only account of
the Fund's Custodian at the Federal Reserve Bank. The Fund will not enter into
a repurchase agreement not terminable within seven days if, as a result
thereof, more than 15% of the value of its net assets would be invested in
such securities and other illiquid securities.

Although the securities subject to a repurchase agreement might bear
maturities exceeding one year, settlement for the repurchase would never be
more than one year after the Fund's acquisition of the securities and normally
would be within a shorter period of time. The resale price will be in excess
of the purchase price, reflecting an agreed upon market rate effective for the
period of time the Fund's money will be invested in the securities, and will
not be related to the coupon rate of the purchased security. At the time the
Fund enters into a repurchase agreement, the value of the underlying security,
including accrued interest, will equal or exceed the value of the repurchase
agreement, and, in the case of a repurchase agreement exceeding one day, the
seller will agree that the value of the underlying security, including accrued
interest, will at all times equal or exceed the value of the repurchase
agreement. The collateral securing the seller's obligation must be of a credit
quality at least equal to the Fund's investment criteria for portfolio
securities and will be held by the Custodian or in the Federal Reserve Book
Entry System.

For purposes of the Investment Company Act of 1940, a repurchase
agreement is deemed to be a loan from the Fund to the seller subject to the
repurchase agreement and is therefore subject to the Fund's investment
restriction applicable to loans. It is not clear whether a court would
consider the securities purchased by the Fund subject to a repurchase
agreement as being owned by the Fund or as being collateral for a loan by the
Fund

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<PAGE>

to the seller. In the event of the commencement of bankruptcy or insolvency
proceedings with respect to the seller of the securities before repurchase of
the security under a repurchase agreement, the Fund may encounter delay and
incur costs before being able to sell the security. Delays may involve loss of
interest or decline in price of the security. If a court characterized the
transaction as a loan and the Fund has not perfected a security interest in
the security, the Fund may be required to return the security to the seller's
estate and be treated as an unsecured creditor of the seller. As an unsecured
creditor, the Fund would be at the risk of losing some or all of the principal
and income involved in the transaction. As with any unsecured debt obligation
purchased for the Fund, the Adviser seeks to minimize the risk of loss through
repurchase agreements by analyzing the creditworthiness of the obligor, in
this case, the seller. Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to repurchase the
security, in which case the Fund may incur a loss if the proceeds to the Fund
of the sale of the security to a third party are less than the repurchase
price. However, if the market value of the securities subject to the
repurchase agreement becomes less than the repurchase price (including
interest), the Fund will direct the seller of the security to deliver
additional securities so that the market value of all securities subject to
the repurchase agreement will equal or exceed the repurchase price. It is
possible that the Fund will be unsuccessful in seeking to enforce the seller's
contractual obligation to deliver additional securities.

FOREIGN SECURITIES. Subject to the Fund's investment policies and
quality standards, the Fund may invest in the securities (payable in U.S.
dollars) of foreign issuers. Because the Fund may invest in foreign
securities, investment in the Fund involves risks that are different in some
respects from an investment in a fund which invests only in securities of U.S.
domestic issuers. Foreign investments may be affected favorably or unfavorably
by changes in currency rates and exchange control regulations. There may be
less publicly available information about a foreign company than about a U.S.
company, and foreign companies may not be subject to accounting, auditing and
financial reporting standards and requirements comparable to those applicable
to U.S. companies. There may be less governmental supervision of securities
markets, brokers and issuers of securities. Securities of some foreign
companies are less liquid or more volatile than securities of U.S. companies,
and foreign brokerage commissions and custodian fees are generally higher than
in the United States. Settlement practices may include delays and may differ
from those customary in United States markets. Investments in foreign
securities may also be subject to other risks different from those affecting
U.S. investments, including local political or economic developments,

- 7 -

<PAGE>

expropriation or nationalization of assets, restrictions on foreign investment
and repatriation of capital, imposition of withholding taxes on dividend or
interest payments, currency blockage (which would prevent cash from being
brought back to the United States), and difficulty in enforcing legal rights
outside the United States.

WARRANTS AND RIGHTS. Warrants are options to purchase equity
securities at a specified price and are valid for a specific time period.
Rights are similar to warrants, but normally have a short duration and are
distributed by the issuer to its shareholders. The Fund may purchase warrants
and rights, provided that the Fund does not invest more than 5% of its net
assets at the time of purchase in warrants and rights other than those that
have been acquired in units or attached to other securities. Of such 5%, no
more than 2% of the Fund's assets at the time of purchase may be invested in
warrants which are not listed on either the New York Stock Exchange or the
American Stock Exchange.

QUALITY RATINGS OF CORPORATE BONDS AND PREFERRED STOCKS

The ratings of Moody's Investors Service, Inc. and Standard
& Poor's Ratings Group for corporate bonds in which the Fund may
invest are as follows:

MOODY'S INVESTORS SERVICE, INC.

Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

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<PAGE>

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

STANDARD & POOR'S RATINGS GROUP

AAA - Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA - Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.

A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB - Bonds rated BBB are regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic

- 9 -

<PAGE>

conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this category than
for bonds in higher rated categories.

BB, B, CCC and CC - Bonds rated BB, B, CCC and CC are regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

C - The rating C is reserved for income bonds on which no interest is
being paid.

D - Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

The ratings of Moody's Investors Service, Inc. and Standard
& Poor's Ratings Group for preferred stocks in which the Fund may
invest are as follows:

MOODY'S INVESTORS SERVICE, INC.

aaa - An issue which is rated aaa is considered to be a top- quality
preferred stock. This rating indicates good asset protection and the least
risk of dividend impairment within the universe of preferred stocks.

aa - An issue which is rated aa is considered a high-grade preferred
stock. This rating indicates that there is reasonable assurance that earnings
and asset protection will remain relatively well maintained in the foreseeable
future.

a - An issue which is rated a is considered to be an upper- medium
grade preferred stock. While risks are judged to be somewhat greater than in
the "aaa" and "aa" classifications, earnings and asset protection are,
nevertheless, expected to be maintained at adequate levels.

baa - An issue which is rated baa is considered to be medium grade,
neither highly protected nor poorly secured. Earnings and asset protection
appear adequate at present but may be questionable over any great length of
time.

ba - An issue which is rated ba is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse
periods. Uncertainty of position characterizes preferred stocks in this class.

- 10 -

<PAGE>

b - An issue which is rated b generally lacks the characteristics of
a desirable investment. Assurance of dividend payments and maintenance of
other terms of the issue over any long period of time may be small.

caa - An issue which is rated caa is likely to be in arrears
on dividend payments. This rating designation does not purport
to indicate the future status of payments.

STANDARD & POOR'S RATINGS GROUP

AAA - This is the highest rating that may be assigned by Standard &
Poor's to a preferred stock issue and indicates an extremely strong capacity
to pay the preferred stock obligations.

AA - A preferred stock issue rated AA also qualifies as a
high-quality fixed-income security. The capacity to pay preferred stock
obligations is very strong, although not as overwhelming as for issues rated
AAA.

A - An issue rated A is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more susceptible to the
diverse effects of changes in circumstances and economic conditions.

BBB - An issue rated BBB is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to make payments
for a preferred stock in this category than for issues in the A category.

BB, B and CCC - Preferred stock rated BB, B and CCC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay preferred stock obligations. BB indicates the lowest degree of speculation
and CCC the highest degree of speculation. While such issues will likely have
some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

CC - The rating CC is reserved for a preferred stock issue in arrears
on dividends or sinking fund payments but that is currently paying.

C - A preferred stock rated C is a non-paying issue.

D - A preferred stock rated D is a non-paying issue with the issuer
in default on debt instruments.

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<PAGE>

RISK FACTORS OF LOWER-RATED SECURITIES:

Lower-rated debt securities (commonly called "junk bonds") may be
subject to certain risk factors to which other securities are not subject to
the same degree. An economic downturn tends to disrupt the market for
lower-rated bonds and adversely affect their values. Such an economic downturn
may be expected to result in increased price volatility of lower-rated bonds
and of the value of the Fund's shares, and an increase in issuers' defaults on
such bonds.

Also, many issuers of lower-rated bonds are substantially leveraged,
which may impair their ability to meet their obligations. In some cases, the
securities in which the Fund invests are subordinated to the prior payment of
senior indebtedness, thus potentially limiting the Fund's ability to recover
full principal or to receive payments when senior securities are in default.

The credit rating of a security does not necessarily address its
market value risk. Also, ratings may, from time to time, be changed to reflect
developments in the issuer's financial condition. Lower-rated securities held
by the Fund have speculative characteristics which are apt to increase in
number and significance with each lower rating category.

When the secondary market for lower-rated bonds becomes increasingly
illiquid, or in the absence of readily available market quotations for
lower-rated bonds, the relative lack of reliable, objective data makes the
responsibility of the Trustees to value such securities more difficult, and
judgment plays a greater role in the valuation of portfolio securities. Also,
increased illiquidity of the market for lower-rated bonds may affect the
Fund's ability to dispose of portfolio securities at a desirable price.

In addition, if the Fund experiences unexpected net redemptions, it
could be forced to sell all or a portion of its lower-rated bonds without
regard to their investment merits, thereby decreasing the asset base upon
which the Fund's expenses can be spread and possibly reducing the Fund's rate
of return. Also, prices of lower-rated bonds have been found to be less
sensitive to interest rate changes and more sensitive to adverse economic
changes and individual corporate developments than more highly rated
investments. Certain laws or regulations may have a material effect on the
Fund's investments in lower-rated bonds.

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<PAGE>

INVESTMENT LIMITATIONS

The Fund has adopted certain fundamental investment limitations
designed to reduce the risk of an investment in the Fund. These limitations
may not be changed without the affirmative vote of a majority of the
outstanding shares of the Fund. The Fund may not:

1. Borrow amounts in excess of 5% of the Fund's total
assets, except as a temporary measure for extraordinary or
emergency purposes.

2. Underwrite securities issued by other persons, except insofar as
the Fund may technically be deemed an underwriter under the Securities Act of
1933 in selling a portfolio security.

3. Invest 25% or more of the Fund's total assets in any
one industry.

4. Purchase or sell real estate, mineral leases, futures
contracts or commodities in the ordinary course of business.

5. Make loans; however, the Fund may enter into repurchase
agreements and may purchase corporate and debt obligations for
investment purposes.

6. Purchase the securities of an issuer (other than the United States
Government, its agencies or instrumentalities) if such purchase, at the time
thereof, would cause more than 5% of the Fund's total assets taken at market
value to be invested in the securities of such issuer.

7. Purchase voting securities of any issuer if such purchase, at the
time thereof, would cause more than 10% of the outstanding voting securities
of such issuer to be held by the Fund.

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

9. Issue senior securities as defined in the Investment Company Act
of 1940 or mortgage, pledge, hypothecate or in any way transfer as security
for indebtedness any securities owned or held by the Fund except as may be
necessary in connection with permissible borrowings, and then not exceeding 5%
of the Fund's total assets, taken at the lesser of cost or market value.

10. Purchase any securities on margin; however, the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of securities.

11. Sell any securities short unless, by virtue of the
Fund's ownership of other securities, the Fund has at the time of

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<PAGE>

sale a right to obtain securities, without payment of further consideration,
equivalent in kind and amount to the securities sold and provided that if such
right is conditional, the sale is made upon the same conditions.

12. Purchase or sell any put or call options or any combination
thereof, provided that this shall not prevent the purchase, ownership, holding
or sale of warrants where the grantor of the warrants is the issuer of the
underlying securities.

13. Invest more than 10% of its total assets in securities of
unseasoned issuers or in securities which are subject to legal or contractual
restrictions on resale.

With respect to the percentages adopted by the Fund as maximum
limitations on the Fund's investment policies and restrictions, an excess
above the fixed percentage (except for the percentage limitations relative to
the borrowing of money) will not be a violation of the policy or restriction
unless the excess results immediately and directly from the acquisition of any
security or the action taken.

The Fund has never made, nor does it presently intend to make, short
sales of securities "against the box" as described in investment limitation
11. This statement of intention reflects a nonfundamental policy which may be
changed by the Board of Trustees without shareholder approval.

TRUSTEES AND OFFICERS

The following is a list of the Trustees and executive officers of the
Fund and their aggregate compensation from the Fund for the fiscal year ended
December 31, 1995. Each Trustee who is an "interested person" of the Fund, as
defined by the Investment Company Act of 1940, is indicated by an asterisk.
Gregory J. Schwartz and George P. Schwartz are brothers.

NAME AGE POSITION HELD COMPENSATION
- ---- --- ------------- ------------
*Gregory J. Schwartz 54 Chairman of the Board/Trustee $ 0
*George P. Schwartz, CFA 51 President/Trustee 0
+Donald J. Dawson, Jr. 49 Trustee 7,000
+Fred A. Erb 73 Trustee 7,000
+John J. McHale 74 Trustee 7,000
+Sidney F. McKenna 73 Trustee 6,500
Richard L. Platte, Jr., CFA 45 Vice President and Secretary 0
Cynthia M. Dickinson 36 Treasurer 0
Robert G. Dorsey, CPA 39 Assistant Vice President 0
John F. Splain 39 Assistant Secretary 0
Mark J. Seger, CPA 34 Assistant Treasurer 0

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<PAGE>

*Gregory J. Schwartz and George P. Schwartz, as affiliated persons of Schwartz
Investment Counsel, Inc., the Fund's investment adviser, are "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940.

+Member of Audit Committee.

The principal occupations of the Trustees and executive officers of
the Fund during the past five years are set forth below:

GREGORY J. SCHWARTZ, 3707 W. Maple Road, Bloomfield Hills,
Michigan, is Chairman of Schwartz Investment Counsel, Inc., the
Fund's investment manager, and is also President and Chief
Executive Officer of Gregory J. Schwartz & Co., Inc., an
investment banking firm which serves as the Fund's distributor.

GEORGE P. SCHWARTZ, CFA, 3707 W. Maple Road, Bloomfield
Hills, Michigan, is President and Chief Investment Officer of
Schwartz Investment Counsel, Inc. and is President and portfolio
manager of the Fund.

DONALD J. DAWSON, JR., 33 West Seventh Street, Royal Oak,
Michigan, is President of Payroll 1, Inc. (a payroll processing
company).

FRED A. ERB, 44 East Long Lake Road, Bloomfield Hills,
Michigan, is the Chairman and Chief Executive Officer of Edgemere
Enterprises, Inc. (a real estate investment, development and
management company). He is also the Chairman of D.I.Y. Home
Warehouse (a retail building supplies company).

JOHN J. McHALE, 2014 Royal Fern Court, Palm City, Florida,
is retired President of the Montreal Expos (a major league
baseball team). He is President of Japan Sports System, Inc.
(owners and operators of professional baseball franchises). He
is also a director of Perini Corp. (a construction and real
estate company).

SIDNEY F. McKENNA, 3707 W. Maple Road, Bloomfield Hills, Michigan, is
retired Senior Vice President of United Technologies Corporation (a major
manufacturer of aircraft engines and other industrial products).

RICHARD L. PLATTE, JR., CFA, 3707 W. Maple Road, Bloomfield
Hills, Michigan, is Executive Vice President, Secretary and
Treasurer of Schwartz Investment Counsel, Inc.

CYNTHIA M. DICKINSON, 3707 W. Maple Road, Bloomfield Hills,
Michigan, is Vice President-Operations and Chief Financial
Officer of Schwartz Investment Counsel, Inc.

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<PAGE>

ROBERT G. DORSEY, CPA, 312 Walnut Street, 21st Floor,
Cincinnati, Ohio, is President and Treasurer of MGF Service Corp.
(a registered transfer agent) and Treasurer of Midwest Group
Financial Services, Inc. (a registered broker-dealer and
investment adviser) and Leshner Financial, Inc. (a financial
services company and parent of MGF Service Corp. and Midwest
Group Financial Services, Inc.). He is also Vice President of
Brundage, Story and Rose Investment Trust, Leeb Personal Finance
Investment Trust, Markman MultiFund Trust and PRAGMA Investment
Trust and Assistant Vice President of Williamsburg Investment
Trust, The Tuscarora Investment Trust and Fremont Mutual Funds,
Inc. (all of which are registered investment companies).

MARK J. SEGER, CPA, 312 Walnut Street, 21st Floor, Cincinnati, Ohio,
is Vice President of Leshner Financial, Inc. and MGF Service Corp. He is also
Treasurer of Midwest Trust, Midwest Group Tax Free Trust, Midwest Strategic
Trust, Brundage, Story and Rose Investment Trust, Leeb Personal Finance
Investment Trust, Markman MultiFund Trust, PRAGMA Investment Trust and
Williamsburg Investment Trust, Assistant Treasurer of The Tuscarora Investment
Trust and Assistant Secretary of Fremont Mutual Funds, Inc. (all of which are
registered investment companies).

JOHN F. SPLAIN, 312 Walnut Street, 21st Floor, Cincinnati,
Ohio, is Secretary and General Counsel of MGF Service Corp.,
Midwest Group Financial Services, Inc. and Leshner Financial,
Inc. He is also Secretary of Midwest Trust, Midwest Group Tax
Free Trust, Midwest Strategic Trust, Brundage, Story and Rose
Investment Trust, Leeb Personal Finance Investment Trust, Markman
MultiFund Trust, PRAGMA Investment Trust, The Tuscarora
Investment Trust and Williamsburg Investment Trust and Assistant
Secretary of Fremont Mutual Funds, Inc.

THE INVESTMENT ADVISER

Schwartz Investment Counsel, Inc. (the "Adviser") is the
Fund's investment manager. George P. Schwartz and Gregory J.
Schwartz, as the controlling shareholders of the Adviser, may
directly or indirectly receive benefits from the advisory fees
paid to the Adviser.

Under the terms of the investment advisory agreement between the Fund
and the Adviser, the Adviser manages the Fund's investments. The Fund pays the
Adviser a fee computed and accrued daily and paid quarterly at an annual rate
of 1.5% of its average daily net assets up to $75 million, 1.25% of such
assets from $75 million to $100 million and 1% of such assets in excess of
$100 million. The rate of this fee is higher than that paid by most mutual
funds. For the fiscal years ended December 31, 1995, 1994 and 1993, the Fund
(and the Partnership, with respect to the period prior to July 20, 1993) paid
advisory fees of $765,583, $667,931 and $485,386, respectively.

- 16 -
<PAGE>

The Fund is responsible for the payment of all expenses incurred in
connection with the registration of shares and operations of the Fund,
including such extraordinary or non-recurring expenses as may arise, such as
litigation to which the Fund may be a party. The Fund may have an obligation
to indemnify the Fund's officers and Trustees with respect to such litigation,
except in instances of willful misfeasance, bad faith, gross negligence or
reckless disregard by such officers and Trustees in the performance of their
duties. The compensation and expenses of any officer, Trustee or employee of
the Fund who is an officer, director or employee of the Adviser are paid by
the Adviser, except that the Fund reimburses all officers and Trustees,
including those who may be officers, directors or employees of the Adviser,
for actual reasonable out-of-pocket costs related to attending meetings of the
Fund's Trustees.

By its terms, the Fund's investment advisory agreement will remain in
force until January 28, 1997 and from year to year thereafter, subject to
annual approval by (a) the Board of Trustees or (b) a vote of the majority of
the fund's outstanding voting securities; provided that in either event
continuance is also approved by a majority of the Trustees who are not
interested persons of the Fund, by a vote cast in person at a meeting called
for the purpose of voting such approval. The Fund's investment advisory
agreement may be terminated at any time, on sixty days' written notice,
without the payment of any penalty, by the Board of Trustees, by a vote of the
majority of the Fund's outstanding voting securities, or by the Adviser. The
investment advisory agreement automatically terminates in the event of its
assignment, as defined by the Investment Company Act of 1940 and the rules
thereunder.

The Adviser will reimburse the Fund to the extent that the expenses
of the Fund for any fiscal year exceed the applicable expense limitations
imposed by state securities administrators, as such limitations may be lowered
or raised from time to time. If any such reimbursement is required, the
payment of the advisory fee at the end of any month will be reduced or
postponed or, if necessary, a refund will be made to the Fund at the end of
such month. Certain expenses such as brokerage commissions, if any, taxes,
interest, extraordinary items and other expenses subject to approval of state
securities administrators are excluded from such limitations. If the expenses
of the Fund approach the applicable limitation in any state, the Fund will
consider the various actions that are available to it, including suspension of
sales to residents of that state.

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<PAGE>

THE DISTRIBUTOR

Gregory J. Schwartz & Co., Inc. (the "Distributor") is the exclusive
agent for distribution of shares of the Fund. The Distributor is obligated to
sell the shares on a best efforts basis only against purchase orders for the
shares. Shares of the Fund are offered to the public on a continuous basis.
The Distributor pays from its own resources promotional expenses in connection
with the distribution of the Fund's shares and any other expenses incurred by
it in the performance of its obligations under the Underwriting Agreement with
the Fund.

Gregory J. Schwartz is principal owner of the Distributor. The
Adviser pays out of its legitimate profits commissions to the Distributor
which are based on gross proceeds of Fund shares purchased for which the
Distributor is responsible for recommending for investment in the Fund. Such
commissions are equal to 4%. Upon redemption of Fund shares for any reason at
any time prior to the one-year anniversary of the applicable subscription date
of such shares, the Distributor refunds to the Adviser 75% of the commission
paid upon the original purchase of such shares. Upon redemption of Fund shares
after the one-year anniversary of the applicable subscription date of such
shares, but prior to the two-year anniversary, the Distributor refunds to the
Adviser 37.5% of the commission paid upon the original purchase of such
shares. For the fiscal periods ended December 31, 1995 and 1994 and 1993, the
Adviser paid the Distributor compensation of $160,773, $458,389 and $264,820,
respectively, in respect to sales of shares of the Fund to the Distributor's
clients.

SECURITIES TRANSACTIONS

Decisions to buy and sell securities for the Fund and the placing of
the Fund's securities transactions and negotiation of commission rates where
applicable are made by the Adviser and are subject to review by the Board of
Trustees of the Fund. In the purchase and sale of portfolio securities, the
Adviser seeks best execution for the Fund, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the
broker or dealer and the brokerage and research services provided by the
broker or dealer. The Adviser generally seeks favorable prices and commission
rates that are reasonable in relation to the benefits received. For the fiscal
years ended December 31, 1995, 1994 and 1993, the Fund (and the Partnership,
with respect to the period prior to July 20, 1993) paid brokerage commissions
of $120,864, $143,740 and $146,980, respectively.

- 18 -

<PAGE>

Generally, the Fund attempts to deal directly with the dealers who
make a market in the securities involved unless better prices and execution
are available elsewhere. Such dealers usually act as principals for their own
account. On occasion, portfolio securities for the Fund may be purchased
directly from the issuer.

The Adviser is specifically authorized to select brokers who also
provide brokerage and research services to the Fund and/or other accounts over
which the Adviser exercises investment discretion and to pay such brokers a
commission in excess of the commission another broker would charge if the
Adviser determines in good faith that the commission is reasonable in relation
to the value of the brokerage and research services provided. The
determination may be viewed in terms of a particular transaction or the
Adviser's overall responsibilities with respect to the Fund and to accounts
over which it exercises investment discretion.

Research services include securities and economic analyses, reports
on issuers' financial conditions and future business prospects, newsletters
and opinions relating to interest trends, general advice on the relative
merits of possible investment securities for the Fund and statistical services
and information with respect to the availability of securities or purchasers
or sellers of securities. Although this information is useful to the Fund and
the Adviser, it is not possible to place a dollar value on it. Research
services furnished by brokers through whom the Fund effects securities
transactions may be used by the Adviser in servicing all of its accounts and
not all such services may be used by the Adviser in connection with the Fund.

The Fund has no obligation to deal with any broker or dealer in the
execution of securities transactions. Over-the-counter transactions will be
placed either directly with principal market makers or with broker-dealers.
Although the Fund does not anticipate any ongoing arrangements with other
brokerage firms, brokerage business may be transacted from time to time with
other firms. Neither the Distributor nor affiliates of the Fund, the Adviser
or the Distributor will receive reciprocal brokerage business as a result of
the brokerage business transacted by the Fund with other brokers.

CODE OF ETHICS. The Fund, the Adviser and the Underwriter have each adopted a
Code of Ethics under Rule 17j-1 of the Investment Company Act of 1940. The
Code significantly restricts the personal investing activities of all
employees of the Adviser and, as described below, imposes additional, more
onerous, restrictions on investment personnel of the Adviser. No employee may
purchase or sell any security which at the time is being purchased or sold (as
the case may be), or to the knowledge of

- 19 -

<PAGE>

the employee is being considered for purchase or sale, by the
Fund. Furthermore, the Code provides for trading "blackout
periods" which prohibit trading by investment personnel of the
Adviser within periods of trading by the Fund in the same (or
equivalent) security.

PORTFOLIO TURNOVER

The Fund's portfolio turnover rate is calculated by dividing the
lesser of purchases or sales of portfolio securities for the fiscal year by
the monthly average of the value of the portfolio securities owned by the Fund
during the fiscal year. High portfolio turnover involves correspondingly
greater brokerage commissions and other transaction costs, which will be borne
directly by the Fund. A 100% turnover rate would occur if all of the Fund's
portfolio securities were replaced once within a one year period.

Generally, the Fund intends to invest for long-term purposes.
However, the rate of portfolio turnover will depend upon market and other
conditions, and it will not be a limiting factor when the Adviser believes
that portfolio changes are appropriate. For the fiscal years ended December
31, 1995 and 1994, the Fund's portfolio turnover rate was 70% and 78%,
respectively.

CALCULATION OF SHARE PRICE

The share price (net asset value) of the shares of the Fund is
determined as of the close of the regular session of trading on the New York
Stock Exchange (currently 4:00 p.m., Eastern time), on each day the Fund is
open for business. The Fund is open for business on every day except
Saturdays, Sundays and the following holidays: New Year's Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The Fund may also be open for business on other days in which there
is sufficient trading in the Fund's portfolio securities that its net asset
value might be materially affected. For a description of the methods used to
determine the share price, see "Calculation of Share Price" in the Prospectus.

TAXES

The Prospectus describes generally the tax treatment of
distributions by the Fund. This section of the Statement of
Additional Information includes additional information concerning
federal taxes.

The Fund has qualified and intends to qualify annually for the
special tax treatment afforded a "regulated investment company" under
Subchapter M of the Internal Revenue Code so that it does not pay federal
taxes on income and capital gains distributed to shareholders. To so qualify
the Fund must, among

- 20 -

<PAGE>

other things, (1) derive at least 90% of its gross income in each taxable year
from dividends, interest, payments with respect to securities loans, gains
from the sale or other disposition of stock, securities or foreign currency,
or certain other income (including but not limited to gains from options,
futures and forward contracts) derived with respect to its business of
investing in stock, securities or currencies; (2) derive less than 30% of its
gross income in each taxable year from the sale or other disposition of the
following assets held for less than three months: (a) stock or securities, (b)
options, futures or forward contracts not directly related to its principal
business of investing in stock or securities; and (3) diversify its holdings
so that at the end of each quarter of its taxable year the following two
conditions are met: (a) at least 50% of the value of the Fund's total assets
is represented by cash, U.S. Government securities, securities of other
regulated investment companies and other securities (for this purpose such
other securities will qualify only if the Fund's investment is limited in
respect to any issuer to an amount not greater than 5% of the Fund's assets
and 10% of the outstanding voting securities of such issuer) and (b) not more
than 25% of the value of the Fund's assets is invested in securities of any
one issuer (other than U.S. Government securities or securities of other
regulated investment companies).

The Fund's net realized capital gains from securities transactions
will be distributed only after reducing such gains by the amount of any
available capital loss carryforwards. Capital losses may be carried forward to
offset any capital gains for eight years, after which any undeducted capital
loss remaining is lost as a deduction.

A federal excise tax at the rate of 4% will be imposed on the excess,
if any, of the Fund's "required distribution" over actual distributions in any
calendar year. Generally the "required distribution" is 98% of the Fund's
ordinary income for the calendar year plus 98% of its net capital gains
recognized during the one year period ending on October 31 of the calendar
year plus undistributed amounts from prior years. The Fund intends to make
distributions sufficient to avoid imposition of the excise tax.

The Fund is required to withhold and remit to the U.S. Treasury a
portion (31%) of dividend income on any account unless the shareholder
provides a taxpayer identification number and certifies that such number is
correct and that the shareholder is not subject to backup withholding.

REDEMPTION IN KIND

Under unusual circumstances, when the Board of Trustees
deems it in the best interests of the Fund's shareholders, the

- 21 -

<PAGE>

Fund may make payment for shares repurchased or redeemed in whole or in part
in securities of the Fund taken at current value. If any such redemption in
kind is to be made, the Fund intends to make an election pursuant to Rule
18f-1 under the Investment Company Act of 1940. This election will require the
Fund 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.
Should payment be made in securities, the redeeming shareholder will generally
incur brokerage costs in converting such securities to cash. Portfolio
securities which are issued in an in-kind redemption will be readily
marketable.

HISTORICAL PERFORMANCE INFORMATION

From time to time, the Fund may advertise average annual total
return. Average annual total return quotations will be computed by finding the
average annual compounded rates of return over 1, 5 and 10 year periods that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:
P (1 + T)n = ERV
Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 and 10 year
periods at the end of the 1, 5 or 10 year periods (or
fractional portion thereof)

The calculation of average annual total return assumes the reinvestment of all
dividends and distributions and will include performance of the Partnership
prior to July 20, 1993. It should be noted that: (1) the quoted performance
data includes performance for periods before the Fund's registration statement
became effective; (2) the Fund was not registered under the Investment Company
Act of 1940 (the "1940 Act") during such periods and therefore was not subject
to certain investment restrictions imposed by the 1940 Act; and (3) if the
Fund had been registered under the 1940 Act during such periods, performance
may have been adversely affected. The average annual total returns of the Fund
for the periods ended December 31, 1995 are as follows:
1 Year 16.9%
5 Years 16.4%
10 Years 12.1%

The Fund may also advertise total return (a "nonstandardized
quotation") which is calculated differently from average annual total return.
A nonstandardized quotation of total return may be

- 22 -

<PAGE>

a cumulative return which measures the percentage change in the value of an
account between the beginning and end of a period, assuming no activity in the
account other than reinvestment of dividends and capital gains distributions.
The Fund may also show, for comparative purposes and as information to Fund
shareholders who previously were partners in the Partnership, the return data
for the Partnership, and may combine such data for the year of combination. If
so, such depiction will be clearly noted in text accompanying such depiction.
The Fund's total returns as calculated in this manner for each of the past ten
fiscal years are as follows:

YEAR ENDED
December 31, 1986 16.4%
December 31, 1987 -0.6%
December 31, 1988 23.1%
December 31, 1989 8.3%
December 31, 1990 -5.3%
December 31, 1991 32.0%
December 31, 1992 22.7%
December 31, 1993 20.5%
December 31, 1994 -6.8%
December 31, 1995 16.9%

A nonstandardized quotation may also indicate average annual compounded rates
of return over periods other than those specified for average annual total
return. For example, the Fund's average annual compounded rate of return for
the three years ended December 31, 1995 was 9.5%. A nonstandardized quotation
of total return will always be accompanied by the Fund's average annual total
return as described above.

The performance quotations described above are based on historical
earnings and are not intended to indicate future performance.

To help investors better evaluate how an investment in the Fund might
satisfy their investment objective, advertisements regarding the Fund may
discuss various measures of Fund performance, including current performance
ratings and/or rankings appearing in financial magazines, newspapers and
publications which track mutual fund performance. Advertisements may also
compare performance (using the calculation methods set forth in the
Prospectus) to performance as reported by other investments, indices and
averages. When advertising current ratings or rankings, the Fund may use the
following publications or indices to discuss or compare Fund performance:

Lipper Mutual Fund Performance Analysis measures total return and
average current yield for the mutual fund industry and ranks individual mutual
fund performance over specified time periods assuming reinvestment of all
distributions, exclusive of

- 23 -

<PAGE>

sales loads. The Fund may provide comparative performance information
appearing in the Small Company Growth Funds category. In addition, the Fund
may use comparative performance information of relevant indices, including the
S&P 500 Index, the Dow Jones Industrial Average, the Russell 2000 Index, the
NASDAQ Composite Index and the Value Line Composite Index. The S&P 500 Index
is an unmanaged index of 500 stocks, the purpose of which is to portray the
pattern of common stock price movement. The Dow Jones Industrial Average is a
measurement of general market price movement for 30 widely held stocks listed
on the New York Stock Exchange. The Russell 2000 Index, representing
approximately 11% of the U.S. equity market, is an unmanaged index comprised
of the 2,000 smallest U.S. domiciled publicly-traded common stocks in the
Russell 3000 Index (an unmanaged index of the 3,000 largest U.S. domiciled
publicly-traded common stocks by market capitalization representing
approximately 98% of the U.S. publicly-traded equity market). The NASDAQ
Composite Index is an unmanaged index which averages the trading prices of
more than 3,000 domestic over-the-counter companies. The Value Line Composite
Index is an unmanaged index comprised of approximately 1,700 stocks, the
purpose of which is to portray the pattern of common stock price movement.

In assessing such comparisons of performance an investor should keep
in mind that the composition of the investments in the reported indices and
averages is not identical to the Fund's portfolio, that the averages are
generally unmanaged and that the items included in the calculations of such
averages may not be identical to the formula used by the Fund to calculate its
performance. In addition, there can be no assurance that the Fund will
continue this performance as compared to such other averages.

PRINCIPAL SECURITY HOLDERS

As of April 19, 1996, Comerica Bank, as trustee for the benefit of
the Plante & Moran Tax Saving Plan, P.O. Box 75000, Detroit, Michigan,
owned of record 9.3% of the outstanding shares of the Fund.

As of April 19, 1996, the Trustees and officers of the Fund
as a group owned of record or beneficially 5.6% of the
outstanding shares of the Fund.

CUSTODIAN

The Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio, has
been retained to act as Custodian for the Fund's investments. The Fifth Third
Bank acts as the Fund's depository, safekeeps its portfolio securities,
collects all income and other payments with respect thereto, disburses funds
as instructed and maintains records in connection with its duties.

- 24 -

<PAGE>

AUDITORS

The firm of Deloitte & Touche LLP has been selected as independent
auditors for the Fund for the fiscal year ending December 31, 1996. Deloitte &
Touche LLP, 1700 Courthouse Plaza Northeast, Dayton, Ohio, performs an annual
audit of the Fund's financial statements and advises the Fund as to certain
accounting matters.

MGF SERVICE CORP.

The Fund's transfer agent, MGF Service Corp. ("MGF"), 312 Walnut
Street, Cincinnati, Ohio, maintains the records of each shareholder's account,
processes purchases and redemptions of the Fund's shares and acts as dividend
and distribution disbursing agent. MGF also provides administrative services
to the Fund, calculates daily net asset value per share and maintains such
books and records as are necessary to enable MGF to perform its duties. For
the performance of these services, the Fund pays MGF a fee at the annual rate
of .22% of the average value of its daily net assets up to $25 million, .2% of
such assets from $25 million to $100 million and .15% of such assets in excess
of $100 million; provided, however, that the minimum fee is $6,000 per month.
In addition, the Fund pays out-of-pocket expenses, including but not limited
to, postage, stationery, checks, drafts, forms, reports, record storage,
communication lines and the costs of external pricing services. For the fiscal
years ended December 31, 1995 and 1994, the Fund paid MGF compensation of
$112,416 and $79,212, respectively.

ANNUAL REPORT

The Fund's financial statements as of December 31, 1995 appear in the
Fund's annual report which is attached to this Statement of Additional
Information.

- 25 -

<PAGE>

Schwartz Value Fund
a series of
Schwartz Investment Trust
3707 W. Maple Road
Bloomfield Hills, Michigan 48301
(810) 644-8500

Board of Trustees
Donald J. Dawson, Jr.
Fred A. Erb
John J. McHale
Sidney F. McKenna
George P. Schwartz, CFA
Gregory J. Schwartz

Officers
Gregory J. Schwartz, Chairman of the Board
George P. Schwartz, CFA, President
Richard L. Platte, Jr., CFA, Vice President/Secretary
Cynthia M. Dickinson, Treasurer
Robert G. Dorsey, CPA, Assistant Vice President
John F. Splain, Assistant Secretary
Mark J. Seger, CPA, Assistant Treasurer
<PAGE>
Investment Adviser
SCHWARTZ INVESTMENT COUNSEL, INC.
3707 W. Maple Road
Bloomfield Hills, Michigan 48301

Distributor
GREGORY J. SCHWARTZ & CO., INC.
3707 W. Maple Road
Bloomfield Hills, Michigan 48301

Custodian
FIFTH THIRD BANK
38 Fountain Square Plaza
Cincinnati, Ohio 45263

Administrator
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201

Auditors
DELOITTE & TOUCHE LLP
1700 Courthouse Plaza Northeast
Dayton, Ohio 45402

Legal Counsel
SULLIVAN & WORCESTER 1025 Connecticut Avenue, N.W.
Suite 1000
Washington, D.C. 20036

Schwartz Value Fund is a 100% no load diversified investment company (a mutual
fund). The investment objective is long-term capital appreciation.
<PAGE>
SCHWARTZ
VALUE FUND

a series of

SCHWARTZ
INVESTMENT TRUST

ANNUAL REPORT

for the year ended
DECEMBER 31, 1995

Shareholder Accounts
c/o MGF Service Corp.
P.O. Box 5354
Cincinnati, OH 45201-5354
1-800-543-0407

Corporate Offices
3707 W. Maple Road
Bloomfield Hills, MI 48301
(810) 644-8500
Fax (810) 644-4250

Schwartz Value Fund
<PAGE>
Dear Fellow Shareowner:

The net asset value of the Schwartz Value Fund at December 31, 1995, was
$19.66 after a $1.52 per share distribution of net realized gains. For the
year, the Fund had a total return of 16.9%. It was a good year in absolute
terms, better than our 15% annual target, but disappointing relative to the
major indices which were up 20-40%. The performance of different segments of
the market varied greatly in 1995. Last year large-capitalization stocks and
growth stocks in particular, did exceptionally well. Small-capitalization
stocks, and especially small-cap value stocks, which we emphasize, languished
in comparison.

This is not particularly surprising, and I have seen it happen in the past,
where the types of stocks in which we invest do not get swept up in the
euphoria of major market advances. They tend to be overlooked by the
institutional managers who are investing the large incremental cash flows,
which major market advances precipitate. More so than other stocks, ours tend
to trade on their own news, at their own pace, and at prices which are usually
lower than intrinsic value. That's why we buy them. Happily, they also tend to
be less vulnerable on the downside. Following two years of underperformance,
smaller-capitalization value stocks remain undervalued by virtually any
historical measure. That underperformance increases our conviction that
small-cap value stocks will outperform in the future.

We strive to be contrarian investors because one can't buy stocks at bargain
prices when they're popular. Consequently, we're always looking for companies
and industries where the consensus outlook is temporarily clouded, making the
stock prices unduly depressed. Two industries meeting these standards are
consumer goods companies and specialty retailers. Much has been made of the
difficulties and bankruptcies within these industries. Most of the stocks are
depressed, many with justification. We are purchasing a few with bullet-proof
balance sheets and strong market niches. The former ensures survivability in
the short run, the latter assures profitability in the long run.

While some consumers are overextended, the macro conditions for consumers, and
by extension retailers, are really quite good. Inflation is moderate,
unemployment is down, interest rates are low, and tax rates are about to be
cut. Real wages will rise in the late 90's due to slower labor force growth
and improved productivity. Because aging baby boomers are hitting their peak
earnings years and inheriting unprecedented wealth, the current problems of
excess consumer debt are probably overblown. Also, the rapid attrition which
is taking place within the retail industry is a plus for the survivors.
Consequently, over the balance of the decade, we believe there's a meaningful
opportunity for selected consumer goods companies and specialty retailers to
experience a major turnaround. Believing the best time to accumulate stocks is
when they're unloved and underowned, we've established positions in some fine
companies at attractive prices. Recent purchases of companies with strong
balance sheets and defined market niches include K-Swiss Inc., Reebok
International Ltd., Helen of Troy Limited, Windmere Corporation, The Dress
Barn, Inc., and Ellett Brothers, Inc. All of these companies enjoy above
average levels of profitability and staying power associated with their
franchises.
<PAGE>
Despite the fact that 1996 may be a bit rocky from an
economic perspective, there are many reasons to regard stocks favorably on a
long-term basis. With a competitive labor force and a cheap dollar, the U.S.
is poised to capitalize on its re-established world-class productivity in
manufacturing and services. Technologically, the U.S. has a dramatic lead over
most foreign competitors, plus a huge middle class of 80 million well
educated, healthy baby boomers in their most productive years. Over time,
savings rates will rise as the boomers age, favorably impacting the budget
deficit, the balance of trade, and the demand for stocks and bonds. However,
in the near term, because the economy is looking weaker and the bull market is
getting aged, the capital markets in 1996 may hit some air pockets. If so, it
will prove useful for long-term investors trying to buy shares of excellent
companies at reduced prices. We intend to do so.

During the year Schwartz Investment Counsel, Inc., augmented its analytical
staff by hiring George Sertl from St. Louis, Missouri. George's work is
devoted exclusively to unearthing investment opportunities for the Schwartz
Value Fund. With depth of knowledge and an unusually keen understanding of
value investing, he has made an immediate contribution.

The Schwartz Value Fund annual meeting of shareowners will be held at
Bloomfield Hills Country Club on Long Lake Road, Bloomfield Hills, Michigan,
on April 25, 1996, at 10:00 A.M. I hope you'll attend and bring your best
questions.

With best regards,

SCHWARTZ VALUE FUND

George P. Schwartz, CFA
February 1, 1996 President
<PAGE>
<TABLE>
<CAPTION>
Annual Total Rates of Return
Compound Annual
Rates of Return
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 5 Year 10 Year
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SCHWARTZ
VALUE FUND (A) 16.4% -0.6% 23.1% 8.3% -5.3% 32.0% 22.7% 20.5% -6.8% 16.9% 16.4% 12.1%
RUSSELL 2000
INDEX 5.7% -8.8% 24.9% 16.2% -19.5% 46.0% 18.4% 18.9% -3.2% 26.2% 20.2% 11.0%
NASDAQ COMPOSITE (B) 7.4% -5.3% 15.4% 19.3% -17.8% 56.8% 15.5% 14.7% -3.2% 39.9% 23.0% 12.5%
VALUE LINE COMPOSITE (B) 5.0% -10.6% 15.4% 11.2% -24.3% 27.2% 7.0% 10.7% -6.0% 19.3% 11.1% 4.4%
STANDARD & POORS 500 18.7% 5.3% 16.8% 31.6% -3.2% 30.4% 7.6% 10.1% 1.3% 37.5% 16.6% 14.9%
DOW JONES INDUST. AVG. 27.2% 5.5% 16.2% 32.3% -0.6% 24.3% 7.4% 17.0% 5.0% 36.9% 17.6% 16.5%
CONSUMER
PRICE INDEX 1.1% 4.4% 4.4% 4.6% 6.1% 3.1% 2.9% 2.7% 2.7% 2.6% 2.8% 3.5%
<FN>
- ----------------
(A) Schwartz Value Fund's performance combines the performance of the Fund,
since its commencement of operations on July 20, 1993, and the performance
of RCM Partners Limited Partnership for periods prior to July 20, 1993.
(B) Excludes dividends.
</FN>

</TABLE>
<PAGE>
<TABLE>
SCHWARTZ VALUE FUND
Ten Largest Equity Holdings
December 31, 1995
<CAPTION>
Market
Shares Company Value
<S> <C> <C>
200,000 Core Industries Inc. $2,575,000
90,000 Reebok International Ltd. $2,542,500
50,000 Nautica Enterprises, Inc. $2,187,500
150,000 The Horsham Corporation $2,025,000
177,100 K-Swiss Inc. $1,925,963
100,000 TriMas Corporation $1,887,500
150,000 Dravo Corporation $1,800,000
225,000 Windmere Corporation $1,603,125
100,000 Ottawa Financial Corporation $1,562,500
150,000 The Dress Barn, Inc. $1,481,250
</TABLE>
<PAGE>
<TABLE>
SCHWARTZ VALUE FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<CAPTION>
Market
Shares COMMON STOCK -- 96.4% Value
<S> <C> <C>
APPAREL & TEXTILES -- 13.0%
70,000 Dixie Yarns, Inc.* $ 271,250
177,100 K-Swiss Inc. 1,925,963
50,000 Nautica Enterprises, Inc.* 2,187,500
90,000 Reebok International Ltd. 2,542,500
6,927,213
BUILDING MATERIALS AND CONSTRUCTION -- 6.3%
90,000 ABT Building Products Corporation* 1,282,500
68,000 Gardner Denver Machinery Inc.* 1,292,000
24,000 Industrial Acoustics Company, Inc. 240,000
55,000 MLX Corp.* 550,000
3,364,500
CONSUMER PRODUCTS -- DURABLES -- 6.1%
135,000 Ameriwood Industries International Corporation* 523,125
50,000 Craftmade International, Inc. 337,500
64,600 Griffon Corporation* 581,400
51,000 HMI Industries Inc. 612,000
125,000 Orbit International Corp.* 109,375
40,000 Sturm, Ruger & Company, Inc. 1,095,000
3,258,400
CONSUMER PRODUCTS -- NONDURABLES -- 5.5%
30,000 Helen of Troy Limited* 630,000
280,000 Pentech International, Inc.* 560,000
1,250 Velcro Industries N.V. 76,563
900 Weyco Group, Inc. 33,750
225,000 Windmere Corporation 1,603,125
2,903,438
ENERGY & MINING -- 7.8%
20,000 American Oilfield Divers, Inc.* 142,500
20,000 Dawson Geophysical Company* 187,500
150,000 Dravo Corporation* 1,800,000
150,000 The Horsham Corporation 2,025,000
15,000 ONI International, Inc.* 3,750
4,158,750
<PAGE>
<CAPTION>
FINANCE -- BANKING & THRIFTS -- 16.9%
25,000 Bell Bancorp, Inc. $ 893,750
7,500 Calumet Bancorp, Inc.* 208,125
30,000 Coastal Bancorp, Inc. 525,000
15,000 Comerica Incorporated 601,875
15,000 Conestoga Bancorp, Inc. 301,875
2,460 Damen Financial Corporation* 27,983
53,000 FSB Financial Corporation* 1,219,000
20,000 Fidelity Bancorp, Inc. 307,500
27,000 FirstFed Bancshares, Inc. 573,750
20,000 Jacksonville Savings Bank 277,500
20,000 Landmark Bancshares, Inc. 270,000
15,000 Liberty Bancorp, Inc. 378,750
10,000 MFB Corp.* 147,500
2,000 Metairie Bank & Trust Company 50,000
15,000 MSB Bancorp, Inc. 277,500
15,900 NHS Financial, Inc. 159,000
100,000 Ottawa Financial Corporation 1,562,500
8,100 Peoples Bancorp 167,063
30,000 St. Paul Bancorp Inc. 765,000
16,200 TF Financial Corporation 243,000
8,956,671
FINANCE -- INSURANCE -- 2.9%
20,300 CapMAC Holdings Inc.* 510,038
40,000 Integon Corporation 825,000
3,000 MBIA Inc. 225,000
1,560,038
FOOD & TOBACCO -- 2.2%
35,000 UST 1,168,125
HEALTH CARE -- 2.4%
10,000 Health Care & Retirement Corporation* 350,000
100,000 NovaCare, Inc.* 512,500
15,000 Research Medical, Inc.* 405,000
1,267,500
<PAGE>
<CAPTION>
INDUSTRIAL PRODUCTS & SERVICES -- 11.4%
200,000 Core Industries Inc. $2,575,000
19,755 Detroit & Canada Tunnel Corporation 651,915
10,055 M.H. Rhodes, Inc.* 60,330
100,000 TriMas Corporation 1,887,500
100,000 UNR Industries, Inc. 862,500
6,037,245
REAL ESTATE -- 2.7%
16,499 I. Gordon Corporation* 123,743
15 LaFourche Realty Company, Inc. 62,250
100,000 Malan Realty Investors, Inc. 1,237,500
1,423,493
RETAIL -- 5.2%
93,900 Best Products Co., Inc.* 446,025
47,500 D.I.Y. Home Warehouse, Inc.* 166,250
150,000 The Dress Barn, Inc.* (2) 1,481,250
47,000 Ellett Brothers, Inc. 376,000
70,500 Evans, Inc.* 96,938
20,000 The Good Guys, Inc.* 180,000
2,746,463
TECHNOLOGY & ELECTRONICS -- 10.9%
33,500 Astrosystems, Inc.* 188,438
50,000 Dallas Semiconductor Corporation 1,037,500
71,200 Data Research Associates, Inc.* 1,335,000
100,000 ESCO Electronics Corporation* 937,500
30,000 Perceptron, Inc.* 667,500
20,000 Rainbow Technologies, Inc.* 432,500
20,000 SPSS Inc.* 390,000
75,000 Universal Electronics Inc.* 562,500
19,000 X-Rite, Incorporated 268,375
5,819,313
MISCELLANEOUS -- .1%
12,500 Bull & Bear Group, Inc.* 20,313
465 The Detroit Legal News Company 37,200
57,513
CLOSED-END FUNDS -- 3.0%
50,000 Inefficient-Market Fund, Inc. 490,625
70,000 Royce Micro-Cap Trust, Inc. 560,000
50,000 Scudder New Europe Fund, Inc. 568,745
1,619,370
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares/Par Market
Value COMMON STOCK -- 96.4% Value
<S> <C> <C>
TOTAL COMMON STOCK (COST $46,153,744) $51,268,032
PREFERRED STOCK -- .5% (COST $198,808)
50,000 Telos Corporation, 12% Cumulative Exchangeable
Preferred 243,750
U.S. GOVERNMENT & AGENCY BONDS -- 1.9%
$1,000,000 Federal Home Loan Bank, 5.575%, 6/12/96 1,001,163

CORPORATE BONDS -- .3%
$ 200,000 Jacobson Stores Inc. Convertible Subordinated
Debentures, 6.75%, 12/15/11 143,000
TOTAL BONDS (COST $1,149,503) 1,144,163
REPURCHASE AGREEMENTS (1) -- 3.7% (COST $1,979,000)
$1,979,000 Nesbitt Government Securities, Inc., 5.45%, dated
12/29/95, due 01/02/96, repurchase proceeds
$1,980,198 1,979,000
TOTAL INVESTMENTS -- 102.8% (COST $49,481,055) 54,634,945
OTHER LIABILITIES IN EXCESS OF
OTHER ASSETS -- (2.8)% (1,498,057)
NET ASSETS -- 100% $53,136,888
<FN>
* Non-income producing securities.

(1) Repurchase agreements are fully collateralized by U.S. Government
obligations.

(2) A Trustee of the Fund owns more than 5% of this security.

See notes to financial statements.
</FN>

</TABLE>
<PAGE>
<TABLE>
SCHWARTZ VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<CAPTION>
<S> <C>
ASSETS
Investments, at market value (cost of $49,481,055)
(Note 1) $ 54,634,945
Cash 4,522
Dividends and interest receivable 93,773
Receivable for securities sold 216,495
Receivable for capital shares sold 17,449
Other assets 7,852
TOTAL ASSETS 54,975,036

LIABILITIES
Payable for capital shares redeemed 8,250
Distributions payable to shareholders 250,207
Payable for securities purchased 1,338,634
Accrued investment advisory fees (Note 2) 199,646
Other accrued expenses and liabilities 41,411
TOTAL LIABILITIES 1,838,148

NET ASSETS $ 53,136,888

NET ASSETS CONSIST OF:
Paid in capital $ 48,110,616
Distributions in excess of net realized gains on
investments (127,618)
Net unrealized appreciation on investments 5,153,890

NET ASSETS $ 53,136,888
Shares of beneficial interest outstanding (unlimited
number of shares authorized, no par value) 2,702,902
Net asset value, redemption price, and offering price
per share $ 19.66

See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SCHWARTZ VALUE FUND
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995

INVESTMENT INCOME
Interest $ 299,164
Dividends 627,148
TOTAL INVESTMENT INCOME 926,312

EXPENSES
Investment advisory fees (Note 2) 765,583
Administration, accounting, and transfer agent fees
and expenses (Note 2) 112,416
Legal and audit fees 52,003
Trustees' fees and expenses 45,397
Insurance expense 18,175
Reports to shareholders 8,667
Registration fees 7,657
Other expenses 10,868
TOTAL EXPENSES 1,020,766

NET INVESTMENT LOSS (94,454)

REALIZED AND UNREALIZED GAINS ON INVESTMENTS
Net realized gains on investments 3,912,706
Net change in unrealized appreciation on
investments 3,856,574

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS 7,769,280

NET CHANGE IN NET ASSETS FROM OPERATIONS $ 7,674,826

See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SCHWARTZ VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1995 and 1994
<CAPTION>

1995 1994
<S> <C> <C>

FROM OPERATIONS:
Net investment loss $ (94,454) $ (159,436)
Net realized gains on investments 3,912,706 3,160,109
Net change in unrealized appreciation
(depreciation) on investments 3,856,574 (6,191,709)
Net increase (decrease) in net assets from operations 7,674,826 (3,191,036)
DISTRIBUTIONS TO SHAREHOLDERS:
From net realized gains on investments (3,830,754) (3,160,109)
In excess of net realized gains on investments -- (152,542)
Net decrease in net assets from distributions to
shareholders (3,830,754) (3,312,651)
FROM FUND SHARE TRANSACTIONS (A):
Proceeds from shares sold 5,819,563 14,433,921
Reinvestment of distributions 3,580,547 3,074,882
Payments for shares redeemed (5,203,945) (6,612,150)
Net increase in net assets from Fund share
transactions 4,196,165 10,896,653

TOTAL INCREASE IN NET ASSETS 8,040,237 4,392,966

NET ASSETS:
Beginning of year 45,096,651 40,703,685
End of year $ 53,136,888 $ 45,096,651

(A) SUMMARY OF CAPITAL SHARE ACTIVITY:
Shares sold 291,957 704,331
Shares issued in reinvestment of distributions to
shareholders 182,123 169,695
Shares redeemed (260,324) (325,821)
Net increase in shares outstanding 213,756 548,205
Shares outstanding, beginning of year 2,489,146 1,940,941
Shares outstanding, end of year 2,702,902 2,489,146

See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SCHWARTZ VALUE FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding
Throughout Each Period
<CAPTION>
Year Year July 20, 1993 (A)
Ended Ended To
Dec. 31, 1995 Dec. 31, 1994 Dec. 31, 1993
<S> <C> <C> <C>
Net asset value at beginning of period $18.12 $20.97 $ 19.71
Income from investment operations:
Net investment loss (0.03) (0.05) (0.06)
Net realized and unrealized gains (losses) on
investments 3.09 (1.37) 1.95
Total from investment operations 3.06 (1.42) 1.89
Less dividends and distributions:
From net realized capital gains on investments (1.52) (1.36) (0.63)
In excess of net realized gains on investments -- (0.07) --
Total dividends and distributions (1.52) (1.43) (0.63)
Net asset value at end of period $19.66 18.12 $ 20.97

Total return 16.9 % (6.8)% 9.6 % (B)

Ratio of expenses to average net assets 2.00 % 2.01 % 2.13 % (C)

Ratio of net investment loss to average net assets (0.18)% (0.36)% (0.63)% (C)

Portfolio turnover rate 70 % 78 % 65 % (C)
<FN>
- ----------------
(A) Commencement of operations.

(B) Not annualized.

See notes to financial statements.
</FN>

</TABLE>
<PAGE>
SCHWARTZ VALUE FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
- ------------------------------------------------------------------------------

1. Significant Accounting Policies

Schwartz Value Fund (the "Fund") is a series of Schwartz Investment Trust, a
diversified open-end management investment company established as an Ohio
Business Trust under a Declaration of Trust dated August 31, 1992. The Fund is
registered under the Investment Company Act of 1940 and commenced operations
on July 20, 1993. The Fund determines and makes available for publication the
net asset value of its shares on a daily basis.

The investment objective of the Fund is to seek long-term capital appreciation
through investment in basic value common stocks. This investment in common
stocks, by definition, entails the risk of loss of capital to shareholders.
See the Prospectus for more detailed information regarding the investment
objectives of the Fund.

In 1993, the Fund, prior to offering shares to the public, exchanged its
shares for partnership interests in RCM Partners Limited Partnership, whose
General Partner was Schwartz Management Company, an affiliate of Schwartz
Investment Counsel, Inc.

The following is a summary of significant accounting policies followed by the
Fund.

(a) Valuation of investments -- Securities which are traded on stock
exchanges or are quoted by NASDAQ are valued at the last reported sale
price as of the close of business on the day of valuation, or, if not
traded on a particular day, at the average of the highest current
independent bid and lowest current independent offer; securities traded
in the over-the-counter market, not quoted by NASDAQ, are valued at the
average of the highest current independent bid and lowest current
independent offer as of the close of trading on the day of valuation,
and; securities (and other assets) for which market quotations are not
readily available are valued at their fair market value as determined in
good faith pursuant to procedures established by the Board of Trustees.
Short-term securities are valued at amortized cost, which approximates
market value.

(b) Income taxes -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code ("Code") applicable to
regulated investment companies and to distribute substantially all
taxable income to the shareholders. Therefore, no provision for income
taxes is necessary.
<PAGE>
The Fund files a tax return annually using tax accounting methods
required under provisions of the Code which may differ from generally
accepted accounting principles ("GAAP"), the basis on which these
financial statements are prepared. The differences arise primarily from
the deferral of certain losses under Federal income tax regulations.
Accordingly, the amount of net investment income or loss and net
realized capital gain or loss reported in the financial statements may
differ from that reported in the Fund's tax return and, consequently,
the character of distributions to shareholders reported in the financial
highlights may differ from that reported to shareholders for Federal
income tax purposes.

(c) Security transactions and investment income -- Security transactions
are accounted for on the trade date. Dividend income is recorded on the
ex-dividend date. Interest income is recognized on the accrual basis.
Realized gains and losses on security transactions are determined on the
identified cost basis.

(d) Dividends and distributions -- Dividends from net investment income
and net capital gains are declared and paid annually in December.
Dividends and distributions to shareholders are recorded on the
ex-dividend date.

2. Investment Advisory Agreement and Transactions with Related Parties

The President of the Fund is also the President and Chief Investment Officer of
Schwartz Investment Counsel, Inc. (the "Adviser"). The Chairman of the Board
of the Fund is also the President and CEO of Gregory J. Schwartz & Co., Inc.
(the "Distributor"), the exclusive agent for the distribution of the Fund's
shares. Certain other trustees and officers of the Fund are officers of the
Adviser or of MGF Service Corp. ("MGF"), the administrative, accounting, and
transfer agent for the Fund.

Pursuant to an Investment Advisory Agreement between the Fund and the Adviser,
the Adviser is responsible for the management of the Fund and provides
investment advice along with the necessary personnel, facilities, equipment,
and certain other services necessary to the operations of the Fund. For such
services, the Fund pays the Adviser a quarterly fee equal to the annual rate
of 1.5% of the average daily net assets up to $75 million; 1.25% of such
assets from $75 million to $100 million; and 1% of such assets in excess of
$100 million.

The Distributor is the exclusive agent for the distribution of the Fund and
receives fees from the Adviser, not the Fund or its shareholders.

Pursuant to an Administration, Accounting, and Transfer Agency Agreement
between MGF and the Fund, MGF supplies regulatory and compliance services,
calculates the daily net asset value per share, maintains the financial books
and records of the Fund, maintains the records of each shareholder's account,
and processes purchases and redemptions of the Fund's shares. For the
performance of these services, the Fund pays MGF a fee, payable monthly, at an
annual rate of .22% of average daily net assets up to $25 million; .20% of
such assets from $25 million to $100 million; and .15% of such assets in
excess of $100 million.
<PAGE>
3. Investment Transactions

Purchases and proceeds from sales and maturities of investments other than
short-term investments, for the year ended December 31, 1995 were $34,456,836
and $32,549,681, respectively. As of December 31, 1995, net unrealized
appreciation of securities was $5,025,838 for Federal income tax purposes of
which $9,084,223 related to appreciated securities and $4,058,385 related to
depreciated securities. The aggregate cost of investments at December 31,
1995, for Federal income tax purposes was $49,609,107.
<PAGE>
INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS AND TRUSTEES
SCHWARTZ VALUE FUND

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of Schwartz Value Fund (the "Fund") as
of December 31, 1995, the related statement of operations for the year then
ended, the statements of changes in net assets, and the financial highlights
for each of the periods presented. 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 securities
owned as of December 31, 1995, by correspondence with the Fund's 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 present
fairly, in all material respects, the financial position of Schwartz Value
Fund at December 31, 1995, the results of its operations, the changes in its
net assets, and the financial highlights for the respective stated periods, in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Dayton, Ohio
JANUARY 18, 1996
<PAGE>
Schwartz Value Fund
INVESTMENT PHILOSOPHY

Schwartz Value Fund ("SVF") seeks superior, long-term performance
through value investing -- purchasing shares of strong, growing companies at
reasonable prices. Because small and medium size companies offer vast reward
opportunities, fundamental analysis is used to identify emerging companies
with outstanding business characteristics. Sometimes the best values are
issues not followed by Wall Street analysts.

Most value investors buy fair companies at an excellent price. SVF buys
excellent companies at a fair price. This is the essence of value investing.
SVF attempts to find companies with great business characteristics like an
unassailable franchise which by its nature, offers a margin of safety. A truly
fine business requires few assets to produce a consistently expanding stream
of income. SVF also purchases shares which are temporarily out-of-favor and
selling below intrinsic value.

A common thread in SVF investments is that the market price is below
what a corporate or entrepreneurial buyer might be willing to pay for the
entire business. The auction nature and the inefficiencies of the stock market
are such that SVF can often buy a minority interest in a fine company at a
small fraction of the price per share necessary to acquire the entire company.

SCHWARTZ INVESTMENT TRUST

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) (i) Financial Statements included in Part A:

Financial Highlights

(ii) Financial Statements included in Part B:

Statement of Assets and Liabilities, December 31,
1995

Statement of Operations for the Year Ended
December 31, 1995

Statement of Changes in Net Assets for the Years
Ended December 31, 1995 and 1994

Schedule of Investments, December 31, 1995

Financial Highlights

Notes to Financial Statements

Independent Auditors' Report

(b) Exhibits

(1) Agreement and Declaration of Trust*

(2) Bylaws*

(3) Inapplicable

(4) Inapplicable

(5) Advisory Agreement with Schwartz Investment
Counsel, Inc.*

(6) Underwriting Agreement with Gregory J.
Schwartz & Co., Inc.*

(7) Inapplicable

(8) Custody Agreement with The Fifth Third Bank*

(9) Administration, Accounting and Transfer
Agency Agreement with MGF Service Corp.*

(10) Opinion and Consent of Counsel relating to
Issuance of Shares*

- 1 -

<PAGE>

(11) Consent of Independent Public Accountants

(12) Inapplicable

(13) Agreement Relating to Initial Capital*

(14) Inapplicable

(15) Inapplicable

(16) Computation for Performance Quotations*

(17) Financial Data Schedule

(18) Inapplicable

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

* Incorporated by reference to Registration Statement on
Form N-1A.

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

No person is directly or indirectly controlled by or under
common control with the Registrant.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of March 1, 1996, there were 380 holders of the shares of
beneficial interest of the Registrant.

Item 27. INDEMNIFICATION

Article VI of the Registrant's Agreement and Declaration of
Trust provides for indemnification of officers and Trustees
as follows:

"SECTION 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. The
Trust shall indemnify 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

- 2 -

<PAGE>

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, and except that no Covered
Person shall be indemnified against any liability to the
Trust or its Shareholders to which such Covered Person would
otherwise be subject 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 6.5 ADVANCES OF EXPENSES. The Trust shall advance
attorneys' fees or other expenses incurred by a Covered
Person in defending a proceeding to the full extent
permitted by the Securities Act of 1933, as amended, the
1940 Act, and Ohio Revised Code Chapter 1707, as amended. In
the event any of these laws conflict with Ohio Revised Code
Section 1701.13(E), as amended, these laws, and not Ohio
Revised Code Section 1701.13(E), shall govern.

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. 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."

Insofar as indemnification for liability 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

- 3 -

<PAGE>

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.

The Registrant maintains a standard mutual fund and
investment advisory professional and directors and officers
liability policy. The policy provides coverage to the
Registrant, its Trustees and officers, its Adviser and its
Underwriter. Coverage under the policy includes losses by
reason of any act, error, omission, misstatement, misleading
statement, neglect or breach of duty.

The Advisory Agreement with Schwartz Investment Counsel,
Inc. (the "Adviser") provides that the Adviser shall not be
liable for any action taken, omitted or suffered to be taken
by it in its reasonable judgment, in good faith and believed
by it to be authorized or within the discretion or rights or
powers conferred upon it by the Agreement, or in accordance
with (or in the absence of) specific directions or
instructions from Registrant, provided, however, that such
acts or omissions shall not have resulted from Adviser's
willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and
applicable to the Adviser in its actions under the Agreement
or breach of its duty or of its obligations thereunder.

The Underwriting Agreement with Gregory J. Schwartz & Co.,
Inc. (the "Distributor") provides that the Distributor, its
directors, officers, employees, partners, shareholders and
control persons shall not be liable for any error of
judgment or mistake of law or for any loss suffered by
Registrant in connection with the matters to which the
Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of
any of such persons in the performance of Distributor's
duties or from the reckless disregard by any of such persons
of Distributor's obligations and duties under the Agreement.
Registrant will advance attorneys' fees or other expenses
incurred by any such person in defending a proceeding, upon
the undertaking by or on behalf of such person to repay the
advance if it is ultimately determined that such person is
not entitled to indemnification.

- 4 -

<PAGE>

Notwithstanding any provisions to the contrary in
Registrant's Agreement and Declaration of Trust, in Ohio law
or in the Advisory Agreement and the Underwriting Agreement,
Registrant will not indemnify its Trustees and officers, the
Adviser or the Distributor for any liability to the
Registrant or its shareholders to which such persons would
otherwise be subject unless (1) a final decision on the
merits is made by a court or other body before whom the
proceeding was brought that the person to be indemnified
("indemnitee") was not liable by reason of willful
misfeasance, bad faith, gross negligence or reckless
disregard of duties ("disabling conduct") or (2) in the
absence of such a decision, a reasonable determination is
made, based upon a review of the facts, that the indemnitee
was not liable by reason of disabling conduct, by (a) the
vote of a majority of a quorum of Trustees who are neither
"interested persons" of Registrant as defined in the
Investment Company Act of 1940 nor parties to the proceeding
("disinterested, non-party Trustees"), or (b) an independent
legal counsel in a written opinion. Registrant may advance
attorneys' fees or other expenses incurred by the indemnitee
in defending a proceeding, upon the undertaking by or on
behalf of the indemnitee to repay the advance unless it is
ultimately determined that he is entitled to
indemnification, so long as one of the following conditions
is met: (1) the indemnitee shall provide a security for his
undertaking, (2) the Registrant shall be insured against
losses arising by reason of any lawful advances, or (3) a
majority of a quorum of the disinterested, non-party
Trustees, or an independent legal counsel in a written
opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT
ADVISER

(a) The Adviser was organized in 1980 and has assets
under management of approximately $200 million as
of December 31, 1995. The Adviser served as the
investment adviser to RCM Partners Limited
Partnership, the predecessor entity to the Fund.

(b) The directors and officers of the Adviser and any
other business, profession, vocation or employment
of a substantial nature engaged in at any time
during the past two years:

- 5 -

<PAGE>

(i) Gregory J. Schwartz -- President and Chief
Executive Officer of Gregory J. Schwartz &
Co., Inc. (an investment banking firm and the
Registrant's principal underwriter).

(ii) George P. Schwartz

(iii) Walter G. Schwartz

(iv) Richard L. Platte, Jr.

(v) Cynthia M. Dickinson

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Inapplicable
Position Position
with with
(b) Name Distributor Registrant

Gregory J. Schwartz President/ Chairman of
Director the Board
Judith M. Schwartz Director None
Stella Z. Pappas Vice President None
Joseph E. Schwartz Treasurer None
Walter G. Schwartz Director None
Gregory J. Schwartz, Jr. Director None
Edward A. Schwartz Secretary None

The address of all of the above-named persons is 3707 West Maple
Road, Bloomfield Hills, Michigan 48301.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder will be maintained by the Registrant at its
offices located at 3707 West Maple Road, Bloomfield Hills, Michigan 48301 or
at the offices of the Registrant's transfer agent located at 312 Walnut
Street, Cincinnati, Ohio 45202.

ITEM 31. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A OR B

Inapplicable

- 6 -

<PAGE>

ITEM 32. UNDERTAKINGS

(a) Inapplicable

(b) Inapplicable

(c) The Registrant undertakes that, if so requested, it
will furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual
report to shareholders without charge.

- 7 -

<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 Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed below on its behalf by the undersigned,
thereunto duly authorized, in the City of Bloomfield Hills and State of
Michigan on the 25th day of April, 1996.

SCHWARTZ INVESTMENT TRUST

By:/s/ George P. Schwartz
----------------------
George P. Schwartz
President

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

SIGNATURE TITLE DATE

/s/ Gregory J. Schwartz
__________________________ Chairman of April 25, 1996
Gregory J. Schwartz the Board
and Trustee
/s/ George P. Schwartz
_________________________ President April 25, 1996
George P. Schwartz and Trustee

/s/ Cynthia M. Dickinson
_________________________ Treasurer April 25, 1996
Cynthia M. Dickinson

/s/ Donald J. Dawson, Jr.
_________________________ Trustee April 25, 1996
Donald J. Dawson, Jr.

/s/ Fred A. Erb
_________________________ Trustee April 25, 1996
Fred A. Erb

/s/ Sidney F. McKenna
_________________________ Trustee April 25, 1996
Sidney F. McKenna

<PAGE>

/s/ John J. McHale
_________________________ Trustee April 25, 1996
John J. McHale

<PAGE>

INDEX TO EXHIBITS

(1) Agreement and Declaration of Trust*

(2) Bylaws*

(3) Inapplicable

(4) Inapplicable

(5) Advisory Agreement*

(6) Underwriting Agreement*

(7) Inapplicable

(8) Custody Agreement*

(9) Administration, Accounting and Transfer Agency
Agreement*

(10) Opinion and Consent of Counsel relating to
Issuance of Shares*

(11) Consent of Independent Public Accountants

(12) Inapplicable

(13) Agreement Relating to Initial Capital*

(14) Inapplicable

(15) Inapplicable

(16) Computations for Performance Quotations*

(17) Financial Data Schedule

(18) Inapplicable
- ----------------------------

* Incorporated by reference to Registration Statement on
Form N-1A.
<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement under the Securities Act of 1933 and Amendment No. 5 to Registration
Statement under the Investment Company Act of 1940, both filed under
Registration Statement No. 33-51626, of our report dated January 18, 1996,
relating to Schwartz Value Fund appearing in the Statement of Additional
Information, which is part of such Registration Statement, and to reference to
us under the caption "Financial Highlights" appearing in the Prospectus of
Schwartz Value Fund, and to the reference to us under the caption "Auditors"
appearing in the Statement of Additional Information of the Schwartz
Investment Trust, which is also part of such Registration Statement.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Dayton, Ohio
April 29, 1996

<PAGE>

<ARTICLE> 6
<CIK> 0000891160
<NAME> SCHWARTZ INVESTMENT TRUST - SCHWARTZ VALUE FUND

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