SUMMIT INVESTMENT TRUST, 497, 1996-10-30

SUMMIT INVESTMENT TRUST
497, 1996-10-30

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<PAGE> 1

PROSPECTUS
SUMMIT HIGH YIELD FUND

HIGH YIELD SHARES CLASS

SUMMIT INVESTMENT TRUST - 3435 STELZER ROAD - COLUMBUS, OHIO 43219 -
1-800-272-3442

Summit Investment Trust (the "Trust") is organized as an open-end,
management investment company (a mutual fund). The Trust is authorized to
provide a range of investment objectives through a series of separate investment
portfolios or funds. This prospectus relates to the High Yield Shares class
("Shares") of the SUMMIT HIGH YIELD FUND (the "Fund"), a diversified investment
portfolio of the Trust. The Fund also offers, by means of a separate prospectus,
an institutional class of shares. The Fund is the only portfolio OF THE TRUST
currently available.

FACTS AT A GLANCE
INVESTMENT OBJECTIVES:
High current income with capital appreciation a secondary goal. As with any
mutual fund, there is no assurance that the Fund will achieve its
objectives.

STRATEGY:
Investing primarily in lower-quality, intermediate to long-term corporate
bonds, often called "high yield" or "junk" bonds. The portfolio will be
actively managed to take advantage of relative values of various issuers and
industry sectors of the high yield market. Emphasis will be given to issuers
and sectors whose credit fundamentals and technical trading factors provide
attractive risk reward characteristics.

RISKS OF JUNK BONDS:
The Fund may invest up to 100% of its assets in lower-rated, or "junk"
bonds, that entail greater risks, including default risks, than those found
in higher-rated securities. The Fund may also invest in lower-rated foreign
debt securities that entail special additional risks. Investors should
carefully consider these risks before investing. See "Risk Factors," "Fund
and Market Characteristics/Risk Factors," "Foreign Sovereign Debt
Securities" and "Foreign Securities" in this prospectus and "Special Risks
of Investing in 'Junk Bonds'," "Foreign Sovereign Debt Securities" and
"Foreign Securities" in the Combined Statement of Additional Information. An
investment in the Fund should be considered speculative.

INVESTOR PROFILE:
A risk-oriented investor seeking the highest level of current income, paid
monthly, who is willing to accept the possibility of significant
fluctuations in principal value. The Fund should represent only a portion of
such an investor's overall investment program, not the only investment. When
sold, Fund shares may be worth more or less than when purchased.

FEES AND CHARGES:
Shares are offered to the public at their net asset value plus a front end
sales charge of 4.50%, reduced on investments of $100,000 or more, subject
to certain discounts and exceptions. The Fund pays various advisory, service
and distribution fees.

INVESTMENT ADVISER/FUND ADMINISTRATOR:
First Summit Capital Management ("FSCM" or the "Adviser") is the investment
adviser to the Fund. The Administrator of the Fund is BISYS Fund Services,
Limited Partnership ("BISYS Fund Services" or the "Administrator").
------------------------

Shares of the Trust are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation or any other government agency. An investment in
the
Fund involves investment risk, including the possible loss of principal.
------------------------

This prospectus sets forth information you should know before making an
investment decision. You should read this prospectus and keep it for future
reference. A Combined Statement of Additional Information about the Fund, dated
October 1, 1996, AS SUPPLEMENTED ON OCTOBER 31, 1996, has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference in
this prospectus. To obtain a free copy, write the Trust at the above address or
call 1-800-272-3442.

The Fund also offers an additional class of shares, the Institutional
Service Shares, which is designed for purchase by institutional investors. A
prospectus for the Institutional Service Shares class can be obtained by writing
to BISYS Fund Services at the above address or by calling the above telephone
number.

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

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.

The date of this prospectus is October 1, 1996, AS SUPPLEMENTED ON OCTOBER 31,
1996.

<PAGE> 2

RISK FACTORS -- SPECIAL SUMMARY

Because of its investment policies, the Fund may not be suitable or
appropriate for all investors. The Fund is designed for long-term investors who
can accept the risks entailed in seeking a high level of current income
available from investments in intermediate to long-term, high yield, medium and
lower-quality, fixed income securities. Investors should carefully consider
these risks before investing.

SPECIAL RISKS OF INVESTING IN "JUNK BONDS"

The Fund may invest up to 100% of its assets in lower-rated or "junk" bonds
that entail greater risks, including default risks, than those found in
higher-rated securities. The following special considerations are additional
risk factors associated with the Fund's investments in lower-rated debt
securities known as "junk bonds":

YOUTH AND GROWTH OF THE LOWER-RATED DEBT SECURITIES MARKET. The market for
lower-rated debt securities is relatively new and its growth has paralleled a
long economic expansion. Past experience may not, therefore, provide an accurate
indication of future performance of this market, particularly during periods of
economic recession. An economic downturn or increase in interest rates is likely
to have a greater negative effect on this market, the value of lower-rated debt
securities in the Fund's portfolio, the Fund's net asset value and the ability
of the bonds' issuers to repay principal and interest, meet projected business
goals and obtain additional funding, than on higher-rated securities. These
circumstances also may result in a higher incidence of defaults than with
respect to higher-rated securities. An investment in the Fund is more
speculative than investment in shares of a fund which invests only in
higher-rated debt securities.

SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. The prices of
lower-rated debt securities may be more sensitive to adverse economic changes or
corporate developments than higher-rated investments. Debt securities with
longer maturities, which may have higher yields, may increase or decrease in
value more than debt securities with shorter maturities. Market prices of
lower-rated debt securities structured as zero-coupon or pay-in-kind securities
are affected to a greater extent by interest rate changes and may be more
volatile than securities which pay interest periodically and in cash. Where it
deems it appropriate and in the best interests of Fund shareholders, the Fund
may incur additional expenses to seek recovery on a debt security on which the
issuer has defaulted and to pursue litigation to protect the interests of
security holders of its portfolio companies.

LIQUIDITY AND VALUATION. Because the market for lower-rated securities may
be thinner and less active than for higher-rated securities, there may be market
price volatility for these securities and limited liquidity in the resale
market. Non-rated securities are usually not as attractive to as many buyers as
rated securities are, a factor which may make non-rated securities less
marketable. These factors may have the effect of limiting the availability of
the securities for purchase by the Fund and may also limit the ability of the
Fund to sell such securities at their fair value either to meet redemption
requests or in response to changes in the economy or the financial markets.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of lower-rated debt securities,
especially in a thinly-traded market. To the extent the Fund owns or may acquire
illiquid or restricted lower-rated securities, these securities may involve
special registration responsibilities, liabilities and costs, and liquidity and

2
<PAGE> 3

valuation difficulties. Changes in values of debt securities which the Fund owns
will affect its net asset value per share. If market quotations are not readily
available for the Fund's lower-rated or non-rated securities, these securities
will be valued by a method that the Board of Trustees (the "Trustees") believes
accurately reflects fair value. Judgment plays a greater role in valuing
lower-rated debt securities than with respect to securities for which more
external sources of quotations and last sale information are available.

TAXATION. Special tax considerations are associated with investing in
lower-rated debt securities structured as zero-coupon or pay-in-kind securities.
The Fund accrues income on these securities prior to the receipt of cash
payments. The Fund must distribute substantially all of its income to its
shareholders to qualify for pass-through treatment under the tax laws and may,
therefore, have to dispose of its portfolio securities to satisfy distribution
requirements.

PAYMENT EXPECTATIONS. High yielding, fixed-income securities frequently
have call or buy-back features which permit an issuer to call or repurchase the
securities from the Fund. Although such securities are typically not callable
for a period from three to five years after their issuance, if a call were
exercised by the issuer during periods of declining interest rates, the Fund
would likely have to replace such called securities with lower-yielding
securities, thus decreasing the net investment income to the Fund and dividends
to shareholders. The premature disposition of a high yielding security due to a
call or buy-back feature, the deterioration of the issuer's creditworthiness, or
a default may also make it more difficult for the Fund to manage the timing of
its receipt of income, which may have tax implications.

LEGISLATIVE PROPOSALS. There are a variety of legislative actions which
have been taken or which are considered from time to time by the United States
Congress which could adversely affect the market for high yield bonds. For
example, congressional legislation limited the deductibility of interest paid on
certain high yield bonds used to finance corporate acquisitions. Also,
Congressional legislation has, with some exceptions, generally prohibited
federally-insured savings banks from investing in high yield securities.
Regulatory actions have also effected the high yield market. For example, many
insurance companies have restricted or eliminated their purchases of high yield
bonds as a result of, among other factors, actions taken by the National
Association of Insurance Commissioners. If similar legislative and regulatory
actions are taken in the future, they could result in further tightening of the
secondary market for high yield issues, could reduce the number of new high
yield securities being issued and could make it more difficult for the Fund to
attain its investment objectives.

OTHER RISKS

The Fund may invest in derivative securities, such as mortgage-backed and
asset-backed securities and options and futures contracts. For risks relating to
investing in foreign securities and futures contracts and options, see "Fund and
Market Characteristics/Risk Factors," "Foreign Sovereign Debt Securities" and
"Foreign Securities" in this prospectus, and "Special Risks of Investing in
'Junk Bonds'," "Foreign Sovereign Debt Securities" and "Foreign Securities" in
the Combined Statement of Additional Information. Risks associated with certain
investment policies are discussed in the prospectus under the caption
"Investment Policies, Practices and Risks." The Fund and the Adviser were
organized in 1994.

3
<PAGE> 4

1. ABOUT THE SUMMIT HIGH YIELD FUND

TRANSACTION COSTS AND FUND EXPENSES

Shares are sold subject to a sales charge, Rule 12b-1 distribution fees and
the other expenses of the Fund's operation as set forth in the following table:

FEE TABLE

HIGH YIELD SHARES CLASS TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)................................................. 4.50%
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)................................... None
Redemption Fees (as a percentage of amount redeemed, if
applicable)..................................................... None
Exchange Fee...................................................... None
</TABLE>

ANNUAL HIGH YIELD SHARES CLASS OPERATING EXPENSES
(As percentage of average net assets)

<TABLE>
<S> <C>
Management Fees................................................... 0.35%1
12b-1 Fees........................................................ 0.25%
Other Administrative and Servicing Costs.......................... 1.00%
Total High Yield Shares Operating Expenses........................ 1.60%
</TABLE>

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

1 This fee may vary between 0.35% and 1.15%; however, the Adviser has agreed to
waive a portion of its advisory fee so as to confine the Fund's total expenses
to 1.60%. (See "Management of the Trust and the Fund -- The Advisory Fee.")

The foregoing Fee Table should help you understand the kinds of expenses
you will bear directly or indirectly as a Fund shareholder. "High Yield Shares
Class Transaction Costs" shows what you pay as direct costs in buying Shares in
the Fund. Because a portion of the 12b-1 fees is considered an asset-based sales
charge by the National Association of Securities Dealers, Inc. ("NASD"),
long-term shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by the NASD. "Annual High Yield Shares Class
Operating Expenses" provides an estimate of how much it will cost to operate the
Shares for a year. These are costs paid indirectly by holders of the Shares
because they are deducted from the Fund's total assets before the daily share
price is calculated and before dividends and other distributions are made.

4
<PAGE> 5

EXAMPLE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment, assuming a 5% annual return whether or
not redeemed at the end of each time period:........ $ 61 $93 $ 128 $226
</TABLE>

The Example should not be considered a representation of past or future
expenses. Actual Fund expenses may be higher or lower than those shown.

The "Annual High Yield Shares Operating Expenses" set forth above are:

-- MANAGEMENT FEE: the percent of Fund assets paid to the Fund's
investment adviser; this fee is a performance fee which is based on the
performance of the Fund in relation to the change in the Salomon Brothers High
Yield Market Index; the fee may be as high as 1.15% or as low as .35% annually;
for the fiscal year ended May 31, 1996, the Fund paid a management fee of 0.27%;
absent waivers the Fund would have paid a management fee of 0.87%.

-- MARKETING OR DISTRIBUTION FEES: an annual charge ("12b-1 Fee") to
existing shareholders to defray the cost of selling Shares to new shareholders;
and

-- "OTHER" ADMINISTRATIVE EXPENSES: primarily the administration of the
Fund, the servicing of shareholder accounts, such as providing statements and
reports, disbursing dividends, and custodial services.

For further details on Fund expenses, see "Management of the Trust and the
Fund -- The Advisory Fee," "Management of the Trust and the Fund -- The
Sub-Advisory Fee," "Management-Related Services" and "Distribution Expenses."

5
<PAGE> 6

FINANCIAL HIGHLIGHTS

SUMMIT HIGH YIELD FUND

For a share of the High Yield Shares class outstanding throughout each period.

<TABLE>
<CAPTION>
HIGH YIELD
SHARES FOR THE
---------- PERIOD FROM
YEAR JUNE 27,
ENDED 1994 TO MAY
MAY 31, 31,
1996 1995(A)
---------- -------------
<S> <C> <C>
Net Asset Value, Beginning of Period............................... $ 10.11 $ 10.00
-------- -------
INVESTMENT ACTIVITIES:
Net investment income............................................ 1.01 0.83
Net realized and unrealized gains (losses) on investments........ 0.95 0.11
-------- -------
Total from Investment Activities......................... 1.96 0.94
-------- -------
DISTRIBUTIONS:
Net investment income............................................ (1.01) (0.83)
Net realized gains............................................... (0.01) --
-------- -------
Total Distributions...................................... (1.02) (0.83)
-------- -------
Net Asset Value, End of period..................................... $ 11.05 $ 10.11
======== =======
Total Return (excludes sales charges).............................. 20.34% 9.97% (b)
RATIOS/SUPPLEMENTAL DATA:
Net Assets at end of period (000)................................ $ 28,628 $27,676
Ratio of expenses to average net assets.......................... 1.60% 1.56% (c)
Ratio of net investment income to average net assets............. 9.42% 9.13% (c)
Ratio of expenses to average net assets*......................... 2.24% 1.61% (c)
Ratio of net investment income to average net assets*............ 8.78% 9.08% (c)
Portfolio turnover............................................... 187.61% 158.36%

<FN>
- ---------------

* During the period, certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

(a) Period from commencement of operations.

(b) Not annualized.

6
<PAGE> 7

FUND AND MARKET CHARACTERISTICS/RISK FACTORS

WHAT IS A HIGH YIELD OR "JUNK" BOND?

A bond that is rated "Ba" or lower by Moody's, "BB" or lower by Standard &
Poor's, or comparably rated by another rating agency ("NRSRO") (or an unrated
bond of similar quality), because it is believed to represent greater risk of
default than more creditworthy bonds -- hence the term "junk bond." (Default is
the failure to make timely interest or principal payments.) To compensate an
investor for this risk, these bonds must offer high yields. The market for high
risk, high yield debt securities is relatively new and its growth has paralleled
a long economic expansion. Past experience may not, therefore, provide an
accurate indication of future performance of this market, particularly during
periods of economic recession. An investment in the Fund is more speculative
than investment in a fund investing only in higher-rated debt securities.

The debt security ratings of several NRSROs are set forth in Appendix I to
this prospectus.

WHO ISSUES HIGH YIELD BONDS?

Typically, corporations in one of several categories: small and medium-size
companies that lack the history or capital strength to merit "investment-grade"
status; former blue-chip companies that have been downgraded due to financial
difficulties; companies electing to borrow heavily to finance (or avoid) a
takeover or buyout; and highly indebted ("leveraged") companies seeking to
refinance their debt at lower rates. With high yield securities, there is a
greater possibility of a default or the bankruptcy of the issuer, circumstances
that might increase the expense of the Fund in seeking recovery from such an
issuer.

DOES THE FUND INVEST ONLY IN HIGH YIELD BONDS?

No, but such bonds will generally represent a significant portion of the
Fund's assets. The portfolio may also include loan participations, convertible
securities -- preferred stocks and bonds which may be converted at some future
point into common stock -- and substantial holdings of foreign securities. When,
in the opinion of the Adviser, market or economic conditions warrant a temporary
defensive posture, the Fund may place all or a portion of its assets in high
grade, fixed-income securities, short-term debt obligations or cash.

WHY SHOULD THE INVESTOR IN THIS FUND BE PREPARED FOR GREATER PRICE SWINGS THAN
IN HIGH QUALITY BOND FUNDS?

For two main reasons:

Greater credit risk. Companies issuing high yield bonds are not as strong
financially as those with higher credit ratings and their bonds are often viewed
as speculative investments. High yield bond issuers are more vulnerable to real
or perceived business setbacks and to changes in the economy, such as a
recession or an increase in interest rates, that might impair their ability to
make timely interest and principal payments and thus adversely affect the value
of their securities held by the Fund. As a result, the Fund will rely heavily on

7
<PAGE> 8

proprietary credit research and experienced portfolio management when selecting
investments. (See "Management of the Trust and the Fund -- Portfolio Managers.")

Reduced market liquidity. The junk bond market is generally less "liquid"
than the market for higher quality bonds, meaning that there may be no public
market or only inactive trading markets for some of the securities in which the
Fund invests. Large purchases or sales of certain issues may thus cause
significant changes in their prices, and the Fund may be required to retain
certain investments for indefinite periods or sell them at substantial losses. A
lack of liquidity or low trading volume also means that judgement may play a
significant role in valuing the securities.

HOW MIGHT INTEREST RATES AND THE FUND'S AVERAGE MATURITY AFFECT ITS PRICE?

The Fund's average maturity (expected to be in the 5 to 10-year range,
although it may vary if market conditions warrant) makes its share price more
sensitive to broad changes in interest rate movements than shorter-term bond
funds. In comparison to higher quality bond funds having a similar average
maturity, the Fund's share price is likely to be more sensitive to credit
conditions and somewhat less sensitive to interest rate changes.

HOW DO SHARE PRICE CHANGES AFFECT OVERALL RETURN?

Your total return for any given period has two parts:

Income, which will always be positive, and

Change in share price, which can be positive or negative. If the Fund's
income return was 10% during a year, for example, and the price declined 15%,
your total return would be approximately -5%. A price increase of 5% would have
given you a return of approximately 15%. Always remember that the Fund's yield
does not indicate its total return. (Also see "Understanding Performance
Information.")

HOW DOES THE FUND ADDRESS THE SPECIAL RISKS OF HIGH YIELD BOND INVESTING?

The Fund employs a number of approaches which may mitigate, but cannot
eliminate, risk: (1) thorough credit research; (2) technical analysis of trading
and ownership patterns of targeted securities; (3) extensive diversification,
intended to limit the Fund's exposure to any one industry, issuer or category of
issuer or security; and (4) detailed analysis of contractual obligations to
lenders relating to specific securities.

2. INVESTMENT POLICIES, PRACTICES AND RISKS

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<PAGE> 9

at a meeting at which more than 50% of the outstanding shares are represented or
(ii) more than 50% of the outstanding shares. The Fund's OPERATING POLICIES can
be changed by the Trustees without shareholder approval. Unless otherwise
specified, the investment program and restrictions of the Fund are not
fundamental policies.

The Fund's investment program is subject to further restrictions and risks
described in the Fund's Combined Statement of Additional Information. Certain of
those restrictions are fundamental policies. Reference should be made to the
discussion under "Investment Restrictions" in the Combined Statement of
Additional Information.

TYPES OF PORTFOLIO SECURITIES

As an operating policy, the Fund seeks to meet its investment objectives of
high income and, secondarily, capital appreciation by investing its assets in a
widely diversified portfolio consisting primarily of high yield bonds, loan
participations, convertible securities and preferred stocks. Under normal
circumstances, at least 65% of the Fund's total assets will be invested in high
yield securities. These and the other securities the Fund may purchase are
described below. The Fund is allowed to buy securities on a when-issued basis.

FUNDAMENTAL POLICY: The Fund will not purchase securities of any
issuer (other than obligations issued or guaranteed by the U.S. Government,
its agencies and instrumentalities) if, as a result, it would own more than
10% of the outstanding voting securities of any issuer or have more than 5%
of its total assets invested in the securities of a single issuer, except
that up to 25% of the Fund's total assets may be invested without regard to
these restrictions.

DEBT SECURITIES.

BONDS. A bond is an interest-bearing debt security issued by a corporation
or governmental unit. The issuer has a contractual obligation to pay interest at
a stated rate on specific dates and to repay principal (the bond's face value)
on a specified date. An issuer may have the right to redeem or "call" a bond
before maturity, and the investor may have to reinvest the proceeds at lower
market rates.

While the bond's annual interest income, established by the coupon rate,
may be fixed for the life of the bond, its yield (income as a percent of current
price) will reflect current interest rate levels. The bond's price rises and
falls so that its yield remains reflective of current market conditions.
Therefore, bond prices usually rise when interest rates fall, and vice versa.
High yield bond prices are less directly responsive to interest rate changes
than investment-grade issues and may not always follow this pattern.

Bonds may be secured (backed by specified collateral) or unsecured (backed
by the issuer's general creditworthiness). Most high yield "junk" bonds are
unsecured.

Bond Ratings and High Yield Bonds. Larger bond issues are evaluated by
NRSROs such as Moody's and Standard & Poor's on the basis of the issuer's
ability to meet all required interest and principal payments. Other things being
equal, lower-rated bonds have higher yields due to greater risk. "High yield" or
"junk" bonds are those rated below "Baa" by Moody's or "BBB" by Standard &
Poor's.

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<PAGE> 10

The table below shows the weighted average of the ratings of the bonds in
the Fund's portfolio during the fiscal year ended May 31, 1996. The credit
rating categories are those provided by Standard & Poor's. The percentages in
the column titled "Rated" reflect the percentage of bonds in the portfolio which
received a rating from at least one NRSRO. The percentages in the column titled
"Not Rated" reflect the percentage of bonds in the portfolio which are not rated
but which the Adviser has judged to be comparable in quality to the
corresponding rated bonds.

<TABLE>
<CAPTION>
AS A PERCENTAGE OF TOTAL
MARKET VALUE OF BOND HOLDINGS
------------------------------
CREDIT RATING RATED NOT RATED TOTAL
------------- ----- --------- ------
<S> <C> <C> <C>
BB......................................... 7.02% 0.00% 7.02%
B.......................................... 78.55% 0.00% 78.55%
CC & CCC................................... 12.63% 1.80% 14.43%
----- ---- ------
98.20% 1.80% 100.00%
===== ==== ======
</TABLE>

The debt security ratings of several NRSROs are set forth in Appendix I to
this prospectus.

Some specific types of bonds the Fund may hold from time to time are set
forth below. For additional information with respect to certain of these
instruments, reference should be made to the Combined Statement of Additional
Information.

MORTGAGE-BACKED OR ASSET-BACKED SECURITIES. The Fund may invest up to 10%
of its total assets in both mortgage-backed securities and asset-backed
securities. Mortgage-backed securities are securities representing interests in
a pool of mortgages. Principal and interest payments made on the mortgages in
the underlying mortgage pool are passed through to the Fund. Asset-backed
securities, which may be classified either as pass-through certificates or
collateralized obligations, represent fractional interests in pools of secured
or unsecured assets. Such assets are most often trade, credit card or automobile
receivables. The assets collateralizing such asset-backed securities are pledged
to a trustee or custodian for the benefit of the holders thereof. The issuers
generally hold no assets other than those underlying the asset-backed securities
and any credit support provided. As a result, although payments on such
asset-backed securities are obligations of the issuers, in the event of defaults
on the underlying assets not covered by any credit support, the issuing entities
are unlikely to have sufficient assets to satisfy their obligations on the
related asset-backed securities. The actual prepayment experience of a pool of
mortgage loans or other obligations may cause the yield realized by the Fund to
differ from the yield calculated on the basis of the average life of the pool.
In addition, for mortgage-backed or asset-backed securities purchased at a
premium, the premium may be lost in the event of early prepayment which may
result in a loss to the Fund. The Fund may invest in asset-backed securities
that are either pass-through certificates or collateralized obligations. Such
securities may be of short duration, such as commercial paper, or longer, such
as bonds, and may be issued with only one class of security or have more than
one class with some classes having rights to payments on the asset-backed
security subordinate to the rights of the other classes. These subordinated
classes will take the risk of default before the classes to which they are
subordinated. It is anticipated that asset-backed securities other than those
described above will be issued in

10
<PAGE> 11

the future. The Fund may invest in such securities in the future if such
investment is otherwise consistent with the Fund's investment objectives and
policies.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOs") AND STRIPPED MORTGAGE-BACKED
SECURITIES. CMOs are debt securities that are fully collateralized by a
portfolio of mortgages or mortgage-backed securities. CMOs generally are issued
in multiple classes. The principal of and interest on the underlying mortgages
may be allocated among the several classes of a series of a CMO in many ways.
The general goal sought to be achieved in allocating cash flows on the
underlying mortgages is to create tranches on which the expected cash flows have
a higher degree of predictability than the underlying mortgages. As part of the
process of creating more predictable cash flows on some of the tranches, one or
more tranches generally must be created that absorb most of the volatility in
the cash flows on the underlying mortgages. The yields on these tranches are
relatively higher than on tranches with more predictable cash flows. The Fund
may invest in these subordinated, higher-yielding tranches which take the risk
of default first. Because of the uncertainty of the cash flows on these
tranches, and the sensitivity thereof to changes in prepayment rates on the
underlying mortgages, the market prices of and yield on these tranches tend to
be highly volatile.

Stripped mortgage securities are created by separating the interest and
principal payments generated by a pool of mortgage-backed instruments to create
two classes of securities. One class receives interest-only payments ("IOs") and
one principal payments ("POs"). CMOs, IOs, and POs are acutely sensitive to
interest rate changes and the rate of principal prepayments on the underlying
mortgages serving as collateral. For example, declining interest rates may
result in prepayments and thus termination of a stream of IO interest payments,
in which event the Fund may fail to recoup its investment. Moreover, the
proceeds of prepayments may have to be reinvested at the lower interest rates.
IOs, POs, and certain CMOs are very volatile in price and may have reduced
liquidity.

ZERO-COUPON AND PAY-IN-KIND BONDS. The Fund may invest up to 25% of its
total assets in zero-coupon bonds. A zero-coupon security has no cash coupon
payments. Instead, the issuer sells the security at a substantial discount from
its maturity value. The interest received by the investor from holding this
security to maturity is the difference between the maturity value and the
purchase price. The advantage to the investor is that the reinvestment risk of
the income received during the life of the bond is eliminated. However,
zero-coupon bonds, like other bonds, retain interest rate and credit risk and
usually display more price volatility than securities that pay a cash coupon.
Since there are no periodic interest payments made to the holder of a
zero-coupon security, when interest rates rise, the value of such a security
will fall more dramatically than a bond paying out interest on a current basis.
When interest rates fall, however, zero-coupon securities rise more rapidly in
value because the bonds have locked in a specific rate of return which becomes
more attractive the further interest rates fall.

The Fund may invest up to 25% of its total assets in pay-in-kind bonds.
Pay-in-kind ("PIK") bonds are securities that pay interest in either cash or
additional securities, at the issuer's option, for a specified period. PIKs,
like zero-coupon bonds, are designed to give an issuer flexibility in managing
cash flow. PIK bonds can be either senior or subordinated debt and trade flat
(i.e., without accrued interest). The price of PIK bonds is expected to reflect
the market value of the underlying debt plus an amount representing accrued
interest since the last payment. PIKs are usually less volatile than zero-coupon
bonds, but more volatile than cash pay

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<PAGE> 12

securities. PIK bonds may provide an attractive yield on the Fund's investment
even when the interest paid is in the form of additional securities of the
issuer instead of cash.

The Fund is required to distribute to shareholders income imputed to any
zero-coupon or PIK investments. Such distributions could reduce the Fund's cash
position.

OTHER SECURITIES.

Other types of securities and investments the Fund may buy are:

CONVERTIBLES. These corporate securities, usually bonds or preferred
stocks, are exchangeable for a specified number of shares of common stock, at a
pre-stated price. A convertible security entitles the holder to receive interest
generally paid or accrued on debt or the dividend paid on preferred stock until
the convertible security matures or is redeemed, converted or exchanged.
Convertible securities have several unique characteristics such as: (1) higher
yields than common stocks but lower yields than comparable nonconvertible
securities; (2) a lesser degree of fluctuation in value than the underlying
stock since they have fixed income characteristics; and (3) the potential for
capital appreciation if the market price of the underlying stock increases.
Although investments in convertible securities will be consistent with the
Fund's secondary objective of capital appreciation, because of their basically
lower yields than comparable nonconvertible securities, such investments will
not be treated as "high yield" for purposes of the Fund's policy of generally
having 65% of its assets invested in high yield securities.

EQUITIES: COMMON AND PREFERRED STOCK; WARRANTS. Each share of common and
preferred stock represents ownership or "equity" in a corporation, but usually
only common stockholders have the right to elect company directors and vote on
other matters. Preferred stock may have various preferences over common stock,
such as a prior right to payment of dividends. Warrants are options to buy a
stated number of shares of common stock at a specified price at any time during
the life of the warrant, usually one or two years. The common and preferred
stocks in which the Fund may invest may be traded either on a national
securities exchange or in the "over-the-counter" market, and the issuers of such
stocks may be unseasoned issuers with relatively smaller capitalizations. Such
issuers may or may not have outstanding issues of higher-yielding debt
securities. As an OPERATING POLICY, the Fund may not invest more than 10% of
total assets in common stocks (including up to 5% in warrants).

PRIVATE PLACEMENTS. Securities sold directly to a small number of
investors, usually institutions, without registration under the Securities Act
of 1933 (the "1933 Act") are called private placements. Privately placed
securities are considered "restricted securities" and may not be readily
marketable. Selling these securities pursuant to a registration statement may
involve substantial delays and additional costs. As an OPERATING POLICY, the
Fund will not invest more than 15% of its net assets in illiquid securities.
Some restricted securities are eligible for purchase and sale under Rule 144A
under the 1933 Act. This rule permits "qualified institutional buyers," such as
the Fund, to trade in certain privately placed securities even though such
securities are not registered under the 1933 Act. The Trustees may determine,
when appropriate, that such securities, although restricted, are nevertheless
liquid and therefore not subject to the 15% limitation. A

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<PAGE> 13

security is illiquid if it cannot be sold or disposed of in the ordinary course
of business within seven days at approximately the value at which the Fund has
valued the investment.

LOAN PARTICIPATIONS AND ASSIGNMENTS. Large loans to corporations or to
governments, including governments of less developed countries ("LDCs"), may be
shared or syndicated among several lenders, usually banks. The Fund's
investments in loans are expected in most instances to be in the form of
participations therein or assignments of all or a portion thereof from third
parties. In a participation, the Fund will have the right to receive payments of
principal, interest and any fees to which it is entitled only from the lender
selling the participation and only upon its receipt of payments from the
borrower. As a result, the Fund may be subject to the credit risk of both the
borrower and the lender. In an assignment, the Fund acquires direct rights
against the borrower on a loan, although such rights may differ from and be more
limited than those held by the assigning lender. The Fund may have difficulty
disposing of assignments and participations where disposition involves assigning
such interests to third parties. These investments are treated as securities,
not as the making of loans subject to the Fund's investment restriction relating
to loans. Since these investments may not be readily marketable, they may be
subject to the Fund's policy against investing more than 15% of the Fund's net
assets in illiquid securities. Participations in or assignments of loans to
governments of LDCs may involve risks in addition to those attendant on
investments in foreign securities generally (see "Foreign Sovereign Debt
Securities" and "Foreign Securities" below).

FOREIGN SOVEREIGN DEBT SECURITIES. The Fund expects to invest in foreign
sovereign debt securities, including those of LDCs. Such securities will include
Brady Bonds. Brady Bonds are debt securities issued under the framework of the
Brady Plan, an initiative announced by U.S. Treasury Secretary Nicholas F. Brady
in 1989 as a mechanism for debtor nations to restructure their outstanding
external indebtedness. The Brady Plan framework, as it has developed,
contemplates the exchange of commercial bank debt, some or all of which may have
gone into default, for newly-issued bonds. Multilateral institutions such as the
International Bank for Reconstruction and Development (the "World Bank") and the
International Monetary Fund support the restructuring by providing funds
pursuant to loan agreements or other arrangements which enable the debtor nation
to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a
discount. Under these arrangements, debtor nations have been required to agree
to the implementation of various domestic monetary and fiscal reforms intended
to promote economic growth and development. Investors should recognize that
Brady Bonds have been issued only recently, and accordingly do not have a long
payment history. Moreover, the financial packages offered by each country
differ. Countries that have issued or are about to issue Brady Bonds include
Argentina, Brazil, Costa Rica, the Dominican Republic, Mexico, Nigeria, the
Philippines, Poland, Uruguay and Venezuela. The Fund may purchase Brady Bonds
issued by any of these countries, and it reserves the right to acquire Brady
Bonds that may be issued by other countries in the future.

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<PAGE> 14

difficulties and extreme poverty and unemployment. Many of these countries are
also characterized by political uncertainty or instability. Additional factors
which may influence the ability or willingness to service debt include, but are
not limited to, a country's cash flow situation, the availability of sufficient
foreign exchange on the date a payment is due, the size of its debt service
burden relative to the economy as a whole, and its government's policy towards
the IMF, the World Bank and other international agencies.

Sovereign obligors in LDCs are among the world's largest debtors to
commercial banks, other governments, international financial organizations and
other financial institutions. Some of these obligors have in the past
experienced substantial difficulties in servicing their external debt
obligations, leading to defaults on certain obligations and the restructuring of
certain indebtedness. Restructuring arrangements have included, among other
things, reducing and rescheduling interest and principal payments by negotiating
new or amended credit agreements or converting outstanding principal and unpaid
interest to Brady Bonds, and obtaining new credit to finance interest payments.
Holders of certain foreign sovereign debt securities may be requested to
participate in the restructuring of such obligations and to extend further loans
to their issuers. There can be no assurance that the Brady Bonds and other
foreign sovereign debt securities in which the Fund may invest will not be
subject to similar restructuring arrangements or to requests for new credit
which may adversely affect the Fund's holdings. Brady Bonds issued to date are
generally purchased and sold in secondary markets through U.S. securities
dealers and maintained through European transnational securities depositories.

FOREIGN SECURITIES. These are securities denominated in non-U.S. dollar
currencies that are issued and principally traded outside the U.S. Investments
in foreign securities broaden the Fund's holdings and thus may reduce the risk
of loss associated with a decline in the value of investments within U.S.
markets. They also involve some special risks: exposure to potentially adverse
local political and economic developments; nationalization or expropriation of
assets; imposition of currency exchange controls; the chance that fluctuations
in foreign exchange rates will decrease the investment's value (favorable
changes can increase its value); confiscatory taxation; potentially lower
liquidity and higher volatility and possible problems arising from accounting,
disclosure, settlement, and regulatory practices that differ from U.S.
standards. Additional risks pertain to investments in LDCs (see "Foreign
Sovereign Debt Securities" above) or in countries which have recently changed
from, but could revert back to, centrally-planned communist or closed economies.
As an OPERATING POLICY, the Fund may invest up to 20% of its net assets in
non-U.S. dollar-denominated fixed-income securities principally traded in
financial markets outside the United States and may invest without limit in U.S.
dollar-denominated securities of foreign issuers in developed countries. The
Fund may also invest in securities of foreign branches of U.S. banks as long as
such investments do not exceed 25% of the Fund's total assets.

WHEN-ISSUED SECURITIES. The Fund may from time to time purchase securities
on a "when-issued" basis ("forward commitments"). The price of such securities,
which may be expressed in yield terms, is fixed at the time the commitment to
purchase is made, but delivery and payment take place at a later date. Normally,
the settlement date occurs within 90 days of the purchase. During the period
between purchase and settlement, no payment is made by the Fund to the issuer,
and no interest accrues to the Fund. Forward commitments involve a risk of loss
if the value of the security to be purchased declines prior to the settlement
date, which risk is in addition to the risk of decline in value of the Fund's
other assets. Such when-issued securities may be sold prior to the settlement
date. At the time the Fund makes the commitment to purchase a

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<PAGE> 15

security on a when-issued basis, it will record the transaction and reflect the
value of the security in determining its net asset value. The Fund does not
believe that its net asset value or income will be adversely affected by its
purchase of securities on a when-issued basis. The Fund will maintain cash and
marketable securities equal in value to commitments for when-issued securities.
Such segregated securities either will mature or, if necessary, be sold on or
before the settlement date. Except as may be imposed by these factors, there is
no limit on the percentage of the Fund's total assets that may be committed to
such transactions.

TYPES OF FUND MANAGEMENT PRACTICES

TEMPORARY OR DEFENSIVE INVESTMENTS. When, in the opinion of the Adviser,
changes in economic, financial, political or market conditions so warrant, the
Fund may, for temporary defensive purposes, reduce its holdings in high yield
securities and invest all or a portion of its assets in cash or in high grade
fixed-income securities or in high grade short-term debt obligations, including
certificates of deposit, commercial paper, notes, obligations issued or
guaranteed by the United States government or any of its agencies or
instrumentalities and repurchase agreements involving such government
securities. The Fund may also invest in such instruments to maintain liquidity
or pending selection of investments in accordance with its policies.

BORROWING MONEY AND TRANSFERRING ASSETS. The Fund can borrow money from
banks subject to the fundamental policy set forth below. Such borrowings may be
collateralized with Fund assets.

FUNDAMENTAL POLICY: The Fund will not borrow money, except the Fund
may borrow from banks as a temporary measure for extraordinary or emergency
purposes in amounts not exceeding 15% of its total assets valued at market.
The Fund will not borrow in order to increase income (leveraging), but only
to facilitate redemption requests which might otherwise require untimely
disposition of portfolio securities. The Fund will not purchase additional
securities when money borrowed exceeds 5% of total assets.

For purposes of the above restriction, entering into futures contracts or
reverse repurchase agreements will not be deemed a borrowing. The Fund may not
enter into reverse repurchase agreements if the total investment in such
agreements would exceed 5% of the total assets of the Fund.

As an OPERATING POLICY, the Fund will not mortgage, pledge, hypothecate or,
in any other manner, transfer as security for indebtedness any security owned by
the Fund, except as may be necessary in connection with permissible borrowings,
in which event such mortgaging, pledging or hypothecating may not exceed 10% of
the Fund's net assets valued at market.

INVESTMENT COMPANY SECURITIES. Investing in securities of other investment
companies will result in an additional layer of certain fees. The Fund may
invest in securities of money market funds and in securities of other investment
companies of any type, but only under arrangements that will ensure that there
will be no duplication of investment management or advisory fees. As an
OPERATING POLICY, the Fund will not purchase securities of other investment
companies if the purchase would cause more than 10% of the value of the Fund's
total assets to be invested in investment company securities, provided that: (i)
no investment will be made in the securities of any one investment company if
immediately after such investment more than 3% of the

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<PAGE> 16

outstanding voting securities of such company would be owned by the Fund or more
than 5% of the value of the Fund's total assets would be invested in such
company; and (ii) no restrictions shall apply to a purchase of investment
company securities in connection with a merger, consolidation or reorganization.

FUTURES CONTRACTS AND OPTIONS. Futures contracts are often used to manage
risk because they enable the investor to buy or sell an asset in the future at a
price agreed upon in the present. Options give the investor the right (or
option) to buy or sell an asset at a predetermined price in the future. A put
option gives the purchaser of the option, upon payment of a premium, the right
to sell, and the writer the obligation to buy, the underlying security,
commodity, index, currency or other instrument at the exercise price. A call
option, upon payment of a premium, gives the purchaser of the option the right
to buy, and the seller the obligation to sell, the underlying instrument at the
exercise price. The Fund may buy and sell futures contracts (and options on such
contracts) to manage its exposure to changes in interest rates, stock or bond
prices, and foreign currencies; to adjust its overall exposure to certain
markets; and also to adjust the portfolio's duration. The Fund may write covered
call and covered put options, buy puts and calls, and buy and sell covered
spread options on securities, financial indices, and foreign currencies. (A
spread option gives the Fund the right to sell an asset at a fixed dollar or
yield spread in relation to a benchmark security. The Fund will not commit more
than 5% of its total assets to premiums when purchasing spread options.)

Futures contracts and options may not always be successful hedges. The
prices of futures contracts are volatile and are influenced by, among other
things, actual and anticipated changes in market and interest rates which in
turn are influenced by fiscal and monetary policies and national and
international policies and economic events. Futures trading involves an
extremely high degree of leverage because of the low margin deposits required.
As a result, a relatively small price movement in a futures contract may result
in substantial loss (as well as gain) to the investor. Further risk arises
because of the imperfect correlation between movements in the prices of futures
contracts and movements in the prices of the underlying instruments which are
the subject of the hedge.

The use of futures and options transactions entails certain special risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related securities position of the
Fund could create the possibility that losses on the hedging instrument are
greater than gains in the value of the Fund's position. In addition, futures and
options markets could be illiquid in some circumstances and certain
over-the-counter options could have no markets. As a result, in certain markets,
the Fund might not be able to close out a transaction without incurring
substantial losses. Although the Fund's use of futures and options transactions
for hedging should tend to minimize the risk of loss due to a decline in the
value of the hedged position, at the same time it will tend to limit any
potential gain to the Fund that might result from an increase in value of the
position. Finally, the daily variation margin requirements for futures contracts
create a greater ongoing potential financial risk than would purchases of
options, in which case the exposure is limited to the cost of the initial
premium.

In connection with the purchase of futures contracts and certain options or
the writing of certain options, the Fund will maintain an amount of cash, U.S.
government securities or other liquid securities, equal to the market value of
the futures contracts and options (less any related margin deposits) in a
segregated account with the Fund's custodian to cover the position, or
alternative cover will be employed thereby insuring that the

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<PAGE> 17

use of such contracts and options is unleveraged. See "Futures Contracts" and
"Options" in the Combined Statement of Additional Information.

DEALER OPTIONS. The Fund may engage in transactions involving dealer
options. Dealer options are options purchased from or sold to securities
dealers, financial institutions or other parties through direct bilateral
agreements with such parties. In contrast to exchange-listed options, which
generally have standardized terms and performance mechanisms, all of the terms
of a dealer option are determined by negotiation of the parties. Certain risks
are specific to dealer options as opposed to exchange-traded options. For
example, the Fund must rely on performance by the dealer from whom it purchased
the option if the option is exercised and will generally be able to realize the
value of a dealer option only by exercising it or reselling it to the dealer who
issued it. Similarly, when the Fund writes a dealer option, it generally will be
able to close out the option prior to its expiration only by entering into a
closing purchase transaction with the dealer to which the Fund originally wrote
the option. There can be no assurance that the Fund will be able to liquidate a
dealer option at a favorable price at any time prior to expiration. Consistent
with a position taken by the staff of the SEC, the Fund will treat dealer
options as subject to the Fund's limitation prohibiting investment of more than
15% of its net assets in illiquid securities.

As OPERATING POLICIES, the Fund will not engage in transactions in futures
contracts and options thereon for speculation, and the Fund will not write a
covered call option if, as a result, the aggregate market value of all portfolio
securities or currencies covering call options exceeds 25% of the market value
of the Fund's net assets. In addition, the Fund will not enter into futures
contracts or options thereon if, as a result thereof, more than 5% of the Fund's
total assets (taken at market value at the time of entering into the contract)
would be committed to initial margin and premiums on such contracts or options
thereon, provided, however, that in the case of an option that is in-the-money
at the time of purchase, the in-the-money amount, as defined in certain
Commodity Futures Trading Commission regulations, may be excluded in computing
such 5%. The Combined Statement of Additional Information should be consulted
for a fuller description of the special risks relating to futures contracts and
options.

MANAGING FOREIGN EXCHANGE RISK. Investors in non-U.S. dollar securities
may "hedge" their exposure to potentially unfavorable currency changes by
purchasing a contract to exchange one currency for another on some future date
at the present prevailing exchange rate. In certain circumstances, a "proxy
currency" may be substituted for the currency in which the investment is
denominated, a strategy know as "proxy hedging." In such a case, the amount of
the foreign currency to be sold may exceed the value of the Fund's securities
denominated in such currency. The Fund may also maintain a net exposure to
forward contracts in excess of the value of the Fund's assets to which the
forward contracts relate in order to avoid excess transactions and transaction
costs. In either case, any such excess amount must be "covered" by liquid
securities, denominated in any currency, at least equal at all times to the
amount of such excess. Although foreign currency transactions will be used
primarily to protect the Fund's foreign securities from adverse currency
movements, they involve the risk that anticipated currency movements will not be
accurately predicted and the Fund's total return could be adversely affected as
a result. As an OPERATING POLICY, the Fund will normally conduct its foreign
exchange transactions in cash or by entering into forward currency contracts
(not exceeding 20% of net assets) expiring in less than one year.

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<PAGE> 18

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
well-established securities dealers or banks that are members of the Federal
Reserve System. Any such dealer or bank will have been deemed creditworthy in
accordance with guidelines approved by the Trustees. In a repurchase agreement,
the Fund buys a security from a seller that has agreed to repurchase it at a
specified future date and at an agreed upon price. Repurchase agreements, which
may be viewed as loans made by the Fund which are collateralized by the
securities subject to repurchase, are generally for a short period of time,
often less than a week. The Fund will not enter into a repurchase agreement
which does not provide for payment within seven days if, as a result, more than
15% of the value of its net assets would then be invested in such repurchase
agreements. The Fund may enter into repurchase agreements without any limit if
the repurchase agreements provide for payment within seven days. In the event of
a bankruptcy or other default of a seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying security and losses,
including: (a) possible decline in the value of the underlying security during
the period while the Fund seeks to enforce its rights thereto; (b) possible
subnormal levels of income and lack of access to income during this period; and
(c) expenses of enforcing its rights.

SHORT SALES. The Fund may sell a security short as a hedge against
portfolio holdings whose credit is deteriorating. In short sales, investors sell
borrowed securities in hopes of buying them back later at a lower price.
However, if the price rises instead of falls, the investor will lose money when
repurchasing the security. As an OPERATING POLICY, the Fund's short sales are
limited to situations where the Fund owns a debt security of a company and sells
short a different type of security issued by the same company, such as common or
preferred stock or a senior or junior debt security. Securities sold short will
be limited to securities listed on a national securities exchange. No securities
will be sold short if, after giving effect to such short sale, the total market
value of all securities sold short would exceed 2% of the Fund's net assets.

LENDING OF PORTFOLIO SECURITIES. Like other mutual funds, the Fund may
lend securities to broker-dealers or other institutions to earn additional
income. The principal risk is the potential default, whether through insolvency
or otherwise, of such a borrower in its obligation to return borrowed securities
in a timely manner. In this event, the Fund could experience delays in
recovering its securities and possibly capital losses.

FUNDAMENTAL POLICY: The Fund may lend portfolio securities provided
that no such loan may be made if, as a result, the aggregate of such loans
would exceed one-third of the value of the Fund's total assets.

PORTFOLIO TRANSACTIONS. Although the Fund will not generally trade for
short-term profits, circumstances may warrant a sale without regard to the
length of time a security was held. A high turnover rate may increase
transaction costs and result in additional gains.

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<PAGE> 19

3. THE TRUST AND THE FUND

ORGANIZATION OF THE TRUST AND THE FUND

HOW ARE THE TRUST AND THE FUND ORGANIZED?

The Trust is a diversified, open-end, management investment company,
commonly known as a mutual fund. The Trust was organized as a business trust
under the laws of the Commonwealth of Massachusetts on March 8, 1994. Pursuant
to the Trust's Agreement and Declaration of Trust (the "Declaration of Trust")
and By-Laws, the Trust is authorized to issue an unlimited number of shares
which may be offered in separate series of shares corresponding to separate
investment portfolios or funds having different investment objectives. The Trust
is also authorized to offer shares of a series in separate classes.

The Fund is a separate investment portfolio or series of shares of the
Trust which became available to investors on June 27, 1994. The Fund is the only
Trust portfolio currently available. This prospectus relates to the Summit High
Yield Shares of the Fund. (See "Other Classes of Shares" in this prospectus.)
The Summit High Yield Shares are designed for purchase by retail investors.

WHAT IS MEANT BY "SHARES"?

As with all mutual funds, investors receive "shares" when they invest money
in the Fund. These shares are part of the Trust's authorized capital stock. All
shares in the Fund are issued without a par value, have equal voting rights and
have no pre-emptive or conversion rights. Each share or fractional share
entitles the shareholder to receive a proportional interest in the Fund's income
and capital gain distributions, and to cast one vote per share on certain
matters, including the election of Trustees, changes in fundamental investment
policies and changes in the Fund's Investment Advisory Agreement and the
Investment Sub-Advisory Agreement. The Fund does not issue share certificates.

DOES THE TRUST HAVE ANNUAL SHAREHOLDER MEETINGS?

The Trust is not required to hold annual meetings of shareholders. However,
the Trustees or the President may call meetings for action by shareholder vote.
If the Trustees or President fail to call a meeting for a 30-day period after
requested in writing to do so by the holders of 10% or more of the outstanding
shares of the Trust, then such shareholders may call such meeting. If a meeting
is held and you cannot attend, you can vote by proxy. Well before the meeting,
the Trust will send you proxy materials explaining the issues to be decided and
including a voting card for you to mail back to the Trust.

Under Massachusetts law, shareholders of a business trust may, in certain
circumstances, be held personally liable as partners for the obligations of the
Trust. However, the Declaration of Trust pursuant to which the Trust was
organized contains an express disclaimer of shareholder liability for acts or
obligations of each portfolio of the Trust and requires that notice of such
disclaimer be given in each instrument entered into or executed by the Trust.
The Declaration of Trust also provides for indemnification out of a portfolio's
property for any shareholder of such portfolio held personally liable for any of
the portfolio's obligations. Thus,

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<PAGE> 20

the risk of a shareholder being personally liable as a partner for obligations
of a portfolio is limited to the unlikely circumstance in which the portfolio
itself would be unable to meet its obligations.

As of September 16, 1996, The Union Central Life Insurance Company was a
"control person" of the Fund by virtue of its ownership of shares of the Summit
High Yield Shares class of the Fund. Pursuant to the Investment Company Act of
1940, as amended (the "1940 Act"), a "control person" possesses the ability to
control the outcome of matters submitted for shareholder vote.

MANAGEMENT OF THE TRUST AND THE FUND

HOW ARE THE TRUST AND THE FUND MANAGED?

Trustees. Under Massachusetts law and the Trust's Declaration of Trust and
By-Laws, the business and affairs of the Trust are managed under the direction
of its Trustees.

Investment Management. First Summit Capital Management ("FSCM" or the
"Adviser"), a joint venture having its principal offices at 1876 Waycross Road,
Cincinnati, Ohio 45240, is the investment adviser to the Fund. FSCM was
organized on January 4, 1994, principally for purposes of sponsoring and
managing the Trust pursuant to a Joint Venture Agreement (the "Joint Venture
Agreement") between Carillon Advisers, Inc. ("Carillon"), an Ohio corporation,
and Freeman Holding Company, Inc. ("Freeman"), a Delaware corporation. Under the
Joint Venture Agreement, Carillon serves as the general manager of the Adviser
and is responsible for maintaining its books of account and other financial
records and for preparing its quarterly financial statements. Carillon has full
authority to act on behalf of the Adviser except with respect to matters
involving single commitments in excess of $10,000 which must be approved by both
Carillon and Freeman. Each of Carillon and Freeman is authorized to appoint two
representatives ("Representative(s)") to serve, in effect, as officers of the
Adviser. Carillon is a wholly-owned subsidiary of The Union Central Life
Insurance Company ("Union Central Life"), an Ohio mutual insurance company.
Freeman is the parent corporation of Freeman Securities Company, Inc., a New
Jersey corporation which is registered as a broker-dealer under the Securities
Exchange Act of 1934 (the "1934 Act") and a member of the NASD. The Adviser is
registered under the Investment Advisers Act of 1940.

Portfolio Managers. Since May 21, 1996, Messrs. Steven R. Sutermeister and
Gary R. Rodmaker have been primarily responsible for the day-to-day management
of the Fund's investment portfolio. The portfolio managers have extensive
experience in managing high yield investment portfolios. Mr. Sutermeister has
been a Representative of FSCM since its organization in January 1994, and has
also been a Vice President and Director of the Fixed Income Group of Carillon
since September, 1990. In that capacity, Mr. Sutermeister oversees the
management of over $3 billion in fixed income assets, and is personally
responsible for the investment of nearly $200 million in high yield assets for
various clients. In addition, Mr. Sutermeister serves as the portfolio manager
of Carillon Bond Fund, another registered investment company that is advised by
Carillon. Mr. Rodmaker, a Chartered Financial Analyst, is a senior member of the
Fixed Income Group of Carillon. Mr. Rodmaker joined Carillon in 1990. In his
present position, Mr. Rodmaker is responsible for

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<PAGE> 21

managing $1.250 billion of corporate bonds, including investment grade
securities, private placements and high yield bonds.

THE ADVISORY AGREEMENT

The Adviser serves pursuant to an Investment Advisory Agreement with the
Trust dated June 27, 1994 (the "Advisory Agreement"). Under the Advisory
Agreement, the Adviser, subject to the supervision of the Trustees, provides a
continuous investment program for the Fund, including investment research and
management with respect to all securities, investments and cash equivalents, in
accordance with the Fund's investment objectives, policies and restrictions as
set forth in this prospectus, the Combined Statement of Additional Information
and the resolutions of the Trustees. The Adviser is responsible for effecting
all security transactions on behalf of the Fund, including the allocation of
principal business and portfolio brokerage and the negotiation of commissions.
It also maintains books and records with respect to the securities transactions
of the Fund and furnishes to the Trustees such periodic or other reports as the
Trustees may request.

During the term of the Advisory Agreement, the Adviser pays all expenses
incurred by it in connection with its activities thereunder except the cost of
securities (including brokerage commissions, if any) purchased for the Fund. The
advisory services furnished by the Adviser under the Advisory Agreement are not
exclusive, and the Adviser is free to perform similar services for others.

THE ADVISORY FEE

As full compensation for services furnished to the Fund and expenses of the
Fund assumed by the Adviser, the Fund pays the Adviser an advisory fee which
increases or decreases based on the total return investment performance of the
Fund for the prior twelve-month period relative to the percentage change in the
Salomon Brothers High Yield Market Index (the "Index") for the same period (the
"Index Return"). A general description of the Index is set forth in Appendix II
to this prospectus.

The advisory fee is paid monthly at an annual rate which varies between
0.35% and 1.15% of the Fund's average daily net assets. The advisory fee is
structured so that it will be 0.75% of the Fund's average daily net assets if
the Fund's investment performance for the preceding twelve months (net of all
fees and expenses, including the advisory fee) equals the Index Return. The
advisory fee increases or decreases from the "fulcrum fee" of 0.75% by 4% of the
difference between the Fund's investment performance during the preceding twelve
months and the Index Return during that period, up to the maximum fee of 1.15%
of average daily net assets or down to the minimum fee of 0.35%. The following
table shows examples of the advisory fees

21
<PAGE> 22

which would be applicable at the stated levels of the Fund's performance
relative to the Index Return for a particular twelve-month period:

<TABLE>
<CAPTION>
ADVISORY FEE
FUND PERFORMANCE (AS % OF AVERAGE
(NET OF FEES AND EXPENSES) NET ASSETS)
-------------------------- ----------------
<S> <C>
Index Return + 10 percentage points or more........... 1.15%
Index Return + 9..................................... 1.11
Index Return + 8..................................... 1.07
Index Return + 7..................................... 1.03
Index Return + 6..................................... 0.99
Index Return + 5..................................... 0.95
Index Return + 4..................................... 0.91
Index Return + 3..................................... 0.87
Index Return + 2..................................... 0.83
Index Return + 1..................................... 0.79
Index Return 0..................................... 0.75
Index Return - 1..................................... 0.71
Index Return - 2..................................... 0.67
Index Return - 3..................................... 0.63
Index Return - 4..................................... 0.59
Index Return - 5..................................... 0.55
Index Return - 6..................................... 0.51
Index Return - 7..................................... 0.47
Index Return - 8..................................... 0.43
Index Return - 9..................................... 0.39
Index Return - 10 percentage points or more........... 0.35
</TABLE>

For the fiscal year ended May 31, 1996, the Adviser received an investment
advisory fee of $73,369 (0.27%), following certain voluntary waivers. Absent the
voluntary waivers undertaken by the Adviser, the Adviser would have been
entitled to receive an advisory fee of $238,006 (0.87%), based on the Fund's
performance for the fiscal year ended May 31, 1996, pursuant to the performance
schedule above. Under the provisions of the Advisory Agreement, the Adviser is
entitled to receive one-twelfth of the performance-related portion of the fee
computed for the preceding twelve-month period. At the present time, the Adviser
has agreed to waive a portion of its advisory fee so as to confine the Fund's
total expenses to 1.60%.

The advisory fee paid by the Fund may exceed the advisory fees paid by most
other investment companies, even if the investment performance of the Fund is
less than the Index Return. In addition, the "fulcrum fee" of 0.75% is higher
than the fees paid by most other investment companies, although it is not
necessarily higher than the fees paid by most fund portfolios having the same
investment objectives and policies. Investors may pay higher advisory fees under
the performance arrangement even though the Fund's performance may have
declined. For example, if the market declined and the Index dropped by 27
percentage points, and the Fund's performance declined by 17 percentage points,
the Fund would pay the maximum advisory fee.

22
<PAGE> 23

THE SUB-ADVISER

Carillon Advisers, Inc., an Ohio corporation with offices at 1876 Waycross
Road, Cincinnati, Ohio 45240, is registered as an investment adviser under the
Investment Advisers Act of 1940. The Sub-Adviser is a wholly-owned subsidiary of
Union Central Life. Carillon and its affiliates currently act as an investment
adviser to the Carillon Group of Mutual Funds, which consist of the Carillon
Fund, Inc. and the Carillon Investment Trust.

THE SUB-ADVISORY AGREEMENT

The Sub-Adviser serves pursuant to an Investment Sub-Advisory Agreement
with the Adviser dated September 18, 1996 (the "Sub-Advisory Agreement").

Under the Sub-Advisory Agreement, Carillon provides, subject to the
Adviser's direction, a portion of the investment advisory services for which the
Adviser is responsible pursuant to the Advisory Agreement relating to the Fund.
The Sub-Adviser provides investment research and advice with respect to
securities and investments and cash equivalents in the Fund. Research services
provided by the Sub-Adviser include information, analytical reports, computer
screening studies, statistical data and factual resumes pertaining to high yield
securities. Such supplemental research may be subject to additional analysis by
the Adviser.

Under the Sub-Advisory Agreement, the Sub-Adviser receives from First
Summit an annual fee in the amount of $150,000 per year. If the Sub-Adviser
renders services to the Adviser under the Sub-Advisory Agreement for a period
that is less than twelve months in length, the Sub-Adviser is entitled to a
pro-rata portion of such fee, or such other fee as shall be agreed to by the
Adviser and the Sub-Adviser, not to exceed the equivalent of the pro-rata
portion of such fee. In the event that the amount payable as the Sub-Adviser's
fees exceeds the amount of advisory fees paid to the Adviser pursuant to the
Advisory Agreement, the difference will be shared equally by the Adviser's
general partners, Freeman and Carillon, or paid by the Joint Venture.

The Sub-Advisory Agreement, which became effective on September 18, 1996,
shall continue in effect for two years. It is renewable annually thereafter for
successive periods not to exceed one year each (i) by a vote of the Trustees or
by a vote of a majority of the outstanding voting shares of the Fund, and (ii)
by the vote of a majority of the Trustees of the Trust who are not parties to
the Sub-Advisory Agreement or "interested persons" (as such term is defined in
the 1940 Act) thereof, cast in person at a meeting called for the purpose of
voting on such approval.

The Sub-Advisory Agreement may be terminated at any time, without payment
of any penalty, by the Trustees or by a vote of a majority of the outstanding
voting securities of the Fund, upon sixty (60) days' written notice to the
Adviser and Carillon, and by the Adviser or Carillon, upon ninety (90) days'
written notice to the other party and the Fund. The Sub-Advisory Agreement shall
also terminate automatically in the event of any transfer or assignment thereof,
as defined in the 1940 Act, and in the event of any act or event that terminates
the Advisory Agreement between the Adviser and the Fund.

Prior to the implementation of the Sub-Advisory Agreement, the Adviser had
entered into an Investment Service Agreement (the "Service Agreement") with the
Trust and Union Central Life, which permitted the

23
<PAGE> 24

Adviser to have access to and to utilize Union Central Life's advisory
personnel, administrative services, supplies and equipment in the performance of
its advisory services and functions under the Advisory Agreement. In
consideration for such services, the Adviser paid Union Central Life for the
costs, direct or indirect, fairly attributable thereto, but in no event less
than $65,000 per year or such other amount as was agreed to by the Adviser and
Union Central Life. For the fiscal year ended May 31, 1996, the Adviser paid
Union Central Life $65,000 pursuant to the Service Agreement. The Service
Agreement was terminated on September 18, 1996.

A more comprehensive description of the Advisory and Sub-Advisory
Agreements is contained in the Combined Statement of Additional Information, and
a copy of each Agreement is on file with and may be obtained from the SEC.

MANAGEMENT-RELATED SERVICES

BISYS SERVICE AGREEMENTS. The Trust has entered into three
management-related service agreements with affiliates of BISYS Fund Services,
Inc., a Delaware corporation which is a wholly owned subsidiary of The BISYS
Group, Inc. BISYS Fund Services, Limited Partnership ("BISYS Fund Services"), an
Ohio limited partnership of which BISYS Fund Services, Inc. is the General
Partner, serves as Administrator of the Fund (the "Administrator"). BISYS Fund
Services Ohio, Inc. ("BISYS"), an Ohio corporation and also a wholly-owned
subsidiary of The BISYS Group, Inc., serves as Fund Accountant (the "Fund
Accountant") and additionally as the Trust's transfer and dividend disbursing
agent (the "Transfer Agent"). BISYS Fund Services acts also as the Fund's
Distributor or principal underwriter (the "Distributor") (see "Distribution
Expenses -- The Distributor").

Each of the "BISYS Companies" named herein has its principal offices at
3435 Stelzer Road, Columbus, Ohio 43219. The three service agreements between
the Trust and the BISYS Companies are described immediately below. They are more
fully described in the Combined Statement of Additional Information, and copies
of such agreements are on file with and available from the SEC. The Distribution
Agreement between the Fund and BISYS Fund Services is described below under the
caption "Distribution Expenses -- The Distributor."

ADMINISTRATOR. Pursuant to a Management and Administration Agreement with
the Trust (the "Administration Agreement"), the Administrator, BISYS Fund
Services, subject to the direction and control of the Trustees, supervises all
aspects of the operation of the Fund except those performed by the Fund's
Adviser, custodian, Transfer Agent and Fund Accountant pursuant to their
respective agreements with the Trust. The Administrator is obligated to:
maintain office facilities for the Trust; furnish statistical and research data,
clerical and certain bookkeeping services, and stationary and office supplies;
prepare periodic reports to the SEC on Form N-SAR; assist the Trust or its
designee in the preparation of, and file, the Fund's federal and state tax
returns; assist the Trust in preparing Annual and Semi-Annual Reports to
Shareholders and its Registration Statements; and keep and maintain certain
financial accounts and records of the Fund. Partners, officers or employees of
the Administrator may serve as officers or employees of the Trust, and those who
do so will be compensated by the Administrator.

24
<PAGE> 25

For services rendered and expenses borne by the Administrator pursuant to
the Administration Agreement, the Fund pays the Administrator a fee, computed
daily and paid monthly, at the annual rate of 0.20% of the Fund's average daily
net assets. Currently, the Administrator is waiving that portion of such fee
which exceeds 0.15%.

FUND ACCOUNTANT. Pursuant to a Fund Accounting Agreement with the Trust
(the "Accounting Agreement"), BISYS, as Fund Accountant, is responsible for
accounting relating to the Fund and its investment transactions; maintaining
certain books and records of the Fund; determining daily the net asset value per
share of the Fund and calculating yield, dividends and capital gains
distributions; and preparing security position, transaction and cash position
reports.

For such services, the Fund reimburses the Fund Accountant for all
out-of-pocket expenses incurred by it (including all charges for delivery of
materials, telephone and other communications expenses, and costs of pricing
portfolio securities) and pays it a fee, computed daily and paid monthly, at the
annual rate of 0.03% of the Fund's average daily net assets, provided, however,
that such fee will not be less than $30,000. In addition, the Fund is subject to
an annual fee of $10,000 per additional class.

TRANSFER AGENT. Pursuant to a Transfer Agency Agreement with the Trust
(the "Transfer Agency Agreement"), BISYS also acts as the Trust's transfer,
dividend disbursing and redemption agent. BISYS provides certain shareholder and
other services to the Trust, including: furnishing certain account and
transaction information; providing mailing labels for the distribution to Fund
shareholders of financial reports, prospectuses, proxy statements and other such
materials; providing compliance reports; calculating distribution plan and
marketing expenses; and maintaining shareholder account records.

FUND EXPENSES

Under the Advisory, Administration, Fund Accounting and Transfer Agency
Agreements, the Fund pays the service fees of, and/or reimburses certain
expenses incurred by, the Adviser, Administrator, Fund Accountant and Transfer
Agent. The expenses incurred in the operation of the Fund which are borne by the
Fund include: taxes, interest and brokerage fees and commissions, if any; fees
and expenses of Trustees who are not partners, officers, directors, shareholders
or employees of the Adviser, the Administrator or the Distributor (see
"Distribution Plan" and "The Distributor"); commission fees and state Blue Sky
qualification and renewal fees and expenses; custodian fees (see "Custodian");
transfer and dividend disbursing agent's fees; certain insurance premiums;
auditing and legal fees and expenses; fund accounting fees including pricing of
portfolio securities; costs of maintenance of legal existence; typesetting and
printing prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund; costs of Trustees' and shareholders' reports and
meetings; and any extraordinary expenses.

25
<PAGE> 26

respectively. In the event one of the two agreements is not in effect, the party
to the other agreement will reimburse the Fund for all excess expenses. The
expense reimbursement obligation of each of the Adviser and the Administrator is
limited for any fiscal year to the amount of its fees for such fiscal year,
unless required otherwise under applicable state securities regulations.
Presently, the most restrictive expense ratio limitation imposed by any state is
2.5% of the first $30 million of the Fund's average daily net assets, 2% of the
next $70 million of such assets and 1.5% of net assets in excess of $100
million. Excluded from the computation of expenses are taxes, portfolio
brokerage commissions, interest, certain litigation and indemnification
expenses, extraordinary expenses and certain distribution expenses.

NET ASSET VALUE

The net asset value of Fund shares is determined once daily as of the close
of regularly scheduled trading (normally 4:00 p.m., Eastern Standard Time) on
the New York Stock Exchange (the "Exchange"), Monday through Friday, except that
no determination is required on (i) days on which the Exchange is closed or on
which changes in the value of the Fund's securities holdings will not materially
affect the current net asset value of the shares of the Fund; (ii) days during
which no shares of the Fund are tendered for redemption and no order to purchase
or sell such shares is received by the Fund; or (iii) the following business
holidays or the days on which such holidays are observed by the Exchange: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. Generally, trading in non-U.S.
securities, as well as U.S. Government securities and money market instruments,
is substantially completed each day at various times prior to the close of
regularly scheduled trading of the Exchange. The values of such securities used
in computing the net asset value of Fund shares are generally determined as of
such times.

The net asset value per share of the Fund is computed by adding the sum of
the value of the securities held by the Fund plus any cash or other assets it
holds, subtracting all its liabilities, and dividing the result by the total
number of Fund shares outstanding at such time. Securities which are traded on
stock exchanges are valued at the last sales price as of the close of the
Exchange, or lacking any sales, at the closing bid prices. Securities traded
only in the "over-the-counter" market are valued at the last bid prices quoted
by brokers that make markets in the securities at the close of trading on the
Exchange. Securities and assets for which market quotations are not readily
available or not obtained from a pricing service are valued at fair value as
determined in good faith by the Trustees, although the actual calculations may
be made by persons acting pursuant to the direction of the Trustees. If approved
by the Trustees, the Fund may make use of a pricing service or services in
determining the net asset value of the Fund. Debt securities with a remaining
maturity of 60 days or less are valued on an amortized cost basis, which the
Trustees have determined reflects fair value.

Each of the Fund's two classes of shares will bear, pro-rata, all of the
common expenses of the Fund. The net asset value of all outstanding shares of
each class of the Fund will be computed on a pro-rata basis for each outstanding
share based on the proportionate participation in the Fund represented by the
value of shares of that class. All income earned and expenses incurred by the
Fund will be borne on a pro-rata basis by each outstanding share of a class,
based on each class' percentage in the Fund represented by the value of shares
of

26
<PAGE> 27

such class, except that the Shares will not incur any of the expenses under the
Rule 12b-1 Plan of the Summit High Yield Institutional Service Shares class.

The different expenses borne by each class of shares will result in
different net asset values and dividends. The per share net asset value of the
Summit High Yield Shares class will generally be lower than that of the Summit
High Yield Institutional Service Shares class of the Fund becasue of the higher
expenses borne by the shareholders of the Summit High Yield Shares class. It is
expected, however, that the net asset value per share of the two classes will
tend to converge immediately after the payment of dividends, which will differ
by approximately the amount of the service expense differential between the
classes.

DISTRIBUTION EXPENSES

DISTRIBUTION PLAN. In addition to the sales charge which may be deducted
at the time of purchase of Fund shares, the Fund is authorized under the Trust's
Distribution and Shareholder Service Plan (the "Plan"), adopted pursuant to Rule
12b-1 (the "Rule") under the 1940 Act, on behalf of Shares to use its assets to
finance certain activities relating to the distribution of Shares to investors.
The Plan is a "compensation" plan providing for the payment of a fixed
percentage of the Shares' average net assets to finance distribution expenses.
Under the Plan, the Fund pays monthly to BISYS Fund Services, as its principal
underwriter, a distribution fee which may not exceed, on an annual basis, 0.25%
of the Shares' average daily net assets.

On July 7, 1992, the SEC approved amendments to Article III, Section 26 of
the NASD Rules of Fair Practice, the NASD's maximum sales charge rule relating
to mutual fund shares. The amendments, which took effect July 7, 1993, establish
limits on all types of sales charges, whether front-end, deferred or asset-
based. These amendments may operate to limit the aggregate distribution fees to
which shareholders may be subject under the terms of the Plan. BISYS Fund
Services will monitor the Fund for compliance with the amended NASD rule.

The Plan authorizes BISYS Fund Services to use the distribution fee to pay,
or reimburse expenses incurred by, banks, broker-dealers and other institutions
which, pursuant to agreements with the Distributor, provide distribution
assistance and/or shareholder services including, but not limited to, printing
and distributing prospectuses to persons other than shareholders of Shares,
printing and distributing advertising and sales literature and reports to
shareholders used in connection with selling Shares, furnishing personnel and
communications equipment to service shareholder accounts and prospective
shareholder inquiries. Such services may be performed by the Distributor or any
of its affiliates.

The Plan provides that so long as it is in effect the selection and
nomination of Trustees who are not "interested persons" (as defined in the 1940
Act) of the Trust will be committed to the discretion of the Trustees then in
office who are not interested persons of the Trust.

Neither the Plan nor any related agreements can take effect until approved
by a majority vote of both all the Trustees and those Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to it, cast
in person at a meeting

27
<PAGE> 28

called for the purpose of voting on the Plan and the related agreements. Such
approval of the Plan was obtained on May 24, 1994. The Plan was approved by the
sole shareholder of the Fund on May 24, 1994.

The Plan may not be amended so as to materially increase the amount of the
distribution fee unless the amendment is approved by a vote of at least a
majority of the outstanding voting securities of the Summit High Yield Shares
class of the Fund. In addition, no material amendment may be made unless
approved by the Trustees in the manner described above for Trustee approval of
the Plan.

THE DISTRIBUTOR. BISYS Fund Services serves as the Fund's Distributor or
principal underwriter (the "Distributor") pursuant to a Distribution Agreement
with the Trust (the "Distribution Agreement"). BISYS Fund Services is registered
as a broker-dealer under the 1934 Act and is a member of the NASD. The offering
of the Fund's shares is continuous. The Distribution Agreement provides that the
Distributor, as agent in connection with the distribution of Fund shares, will
use appropriate efforts to solicit orders for the sale of Fund shares and
undertake such advertising and promotion as it deems reasonable. The Distributor
will finance appropriate sales activities which it deems reasonable, including,
but not limited to: advertising, compensation of underwriters, dealers and sales
personnel, printing and mailing prospectuses to persons other than current Fund
shareholders and printing and mailing sales literature. As compensation, the
Distributor receives the distribution fee payable pursuant to the Plan (see
"Distribution Plan").

In addition, the Distributor has the right, as principal, to purchase Fund
shares at their net asset value and to sell such shares to the public, or to
dealers who have entered into selected dealer agreements with the Distributor,
in both cases against orders for such shares, at the public offering price (i.e.
net asset value plus a maximum sales charge of 4.50%) or, in the case of sales
to dealers, at the public offering price less a concession determined by the
Distributor which may not exceed the amount of the sales charge or the
underwriting discount. (See "How to Purchase Fund Shares -- Share Price and
Sales Charges.")

UNDERSTANDING PERFORMANCE INFORMATION

This section should help you understand the terms used to describe
performance of both classes of shares of the Fund. You will come across them in
shareholder reports you receive from the Fund as well as in advertisements and
in the media. Information about a portfolio's performance is based on that
portfolio's record up to a certain date and is not intended to indicate future
performance.

"TOTAL RETURN" tells you how much an investment in the Fund has changed in
value over a given time period. It reflects any net increase or decrease in the
share price and assumes that all dividends and capital gains (if any) paid
during the period were reinvested in additional shares. Reinvesting
distributions means that total return numbers include the effect of compounding,
i.e., you receive income and capital gain distributions on a rising number of
shares.

Advertisements for the Fund may include aggregate or average annual total
return figures, which may be compared with various indices, other performance
measures, or other mutual funds.

28
<PAGE> 29

"AGGREGATE TOTAL RETURN" is the rate of return on an investment for a
specified period before annualizing it. An aggregate return does not indicate
how much the value of the investment may have fluctuated between the beginning
and the end of the period specified.

"AVERAGE ANNUAL TOTAL RETURN" is the constant year-by-year return produced
by the aggregate return. By smoothing out all the variations in annual
performance, it gives you an idea of the investment's annual contribution to
your portfolio provided you held it for the entire period in question.

"YIELD" refers to the advertised or "SEC yield" found by determining the
net income per share (as defined by the SEC) earned by the Fund during a 30-day
base period, dividing this amount by the per-share price on the last day of the
base period, and annualizing the result.

Further information about the performance of the Summit High Yield Shares
class of the Fund is included in the Fund's Annual Report dated May 31, 1996,
which may be obtained without charge by contacting the Fund at 1-800-272-3442.

4. INVESTING WITH SUMMIT INVESTMENT TRUST

HOW TO PURCHASE SHARES

Shares are offered continuously for sale directly through the Distributor,
BISYS Fund Services, or though securities dealers and banks which have
established dealer agreements with the Distributor. You are encouraged to
consult a registered financial representative for assistance in making an
investment selection.

The initial purchase of Shares must be at least $1000 with the exception
that the initial purchase for a retirement plan account may be made with a
minimum of $500. In addition, an account can be established with a minimum of
$500 if the account will be receiving periodic, regular investments through a
program such as the Automatic Investment Plan (see "Shareholder Services" for a
description of this plan).

The minimum for subsequent investments is $50.

NOTE: The Fund is eligible as a vehicle for a wide range of retirement plans for
individuals and institutions, including large and small businesses: IRAs,
SEP-IRAs, Keoghs (profit sharing, money purchase pension), 401(k), and 403(b)
plans. For information on retirement plans, please consult your broker-dealer.

GENERAL METHODS OF PURCHASING SHARES

1. By Mail. To make an initial account purchase, mail a check made or
money order payable to "Summit High Yield Fund" with a completed Account
Registration Form (copy enclosed with this prospectus) to:

Summit Investment Trust
Dept. L-1358
Columbus, OH 43260-1358

29
<PAGE> 30

To purchase additional Shares for an existing account, please note your
account number on the check or money order and return it with an account
investment slip to the above address. Account Registration and other account
forms may be obtained by calling the Trust at 1-800-272-3442.

2. By Federal Funds Wire. Shares may be purchased by wire transfer. To
obtain instructions for Federal Funds Wire purchases, including the bank account
number into which funds are to be wired, please contact the Trust at
1-800-272-3442.

3. Through a Securities Dealer. You may purchase Shares by contacting a
securities dealer having a selected dealer agreement or selling agreement with
the Distributor.

Orders for Shares of the Fund will be assigned the next closing price after
receipt of the order by the Distributor. The securities dealer is responsible
for transmitting such orders promptly to the Distributor. If the securities
dealer fails to do so, the investor's right to that day's closing price must be
settled between the investor and the dealer.

NOTE: In accordance with the Internal Revenue Service (the "IRS") regulations,
the Fund may be required to withhold 31% of all reportable distributions from
any account without a certified taxpayer or Social Security number on file.
Omission of this information from the Account Registration Form may result in
31% penalty withholding on any taxable dividends, capital gain distributions or
share redemptions, including shares redeemed as a result of an exchange.

SHARE PRICE AND SALES CHARGES

SHARE PRICE

The public offering price of the Shares of the Class is the net asset value
per share (next determined following receipt of an order), plus a sales charge
(expressed as a percentage of the offering price as set forth in the table
below). The Fund's Distributor receives this sales charge and may reallow
discounts to securities dealers with whom it has agreements and retain the
balance over such discounts, and at times the Distributor may reallow the entire
sales charge to such dealers. In such circumstances, dealers may be deemed to be
underwriters under the 1933 Act. The sales charges and dealer discounts are as
follows:

SALES CHARGE

<TABLE>
<CAPTION>
CONCESSION TO
PERCENTAGE OF PERCENTAGE OF BROKER-DEALER
AMOUNT OF PURCHASE THE OFFERING THE NET AMOUNT AS A PERCENTAGE
PAYMENT PRICE INVESTED OF OFFERING PRICE
--------------------- ------------- -------------- -----------------
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.05%
$100,000 but less
than $250,000 3.50% 3.63% 3.15%
$250,000 but less
than $500,000 2.25% 2.30% 2.03%
$500,000 or more 0% 0% 0%
</TABLE>

30
<PAGE> 31

The Distributor may also pay banks and other financial service firms that
provide services for their clients to facilitate transactions in Shares of the
Fund a transaction fee up to an amount equal to the greater of the full
applicable sales charge or the "Concession to Broker-Dealer as a Percentage of
Offering Price" as shown in the above table. Banks are currently prohibited
under the Glass-Steagall Act from providing certain underwriting or distribution
services. If banking firms were prohibited from acting in any capacity or
providing any of the described services, management would consider what action,
if any, would be appropriate. In addition, state securities laws may differ from
federal laws regarding banks and financial institutions which may be required to
register under state securities laws as brokers and/or dealers.

The sales charges set forth in the above table are applicable to purchases
made at one time by any investor, which includes: (i) an individual, his or her
spouse and children under the age of 21; and (ii) a trustee or other fiduciary
of a single trust estate or single fiduciary account. In order to qualify for
the lower sales charges keyed to the breakpoints ($100,000; $250,000; and
$500,000) set forth in the table, all orders from an investor will have to be
placed through a single investment dealer and identified at the time of purchase
as originating from the same investor, although such orders may be placed into
more than one discrete account which identifies the investor.

REDUCED SALES CHARGES

Investors may be able to benefit from a reduction or elimination of the
sales charge through several purchase plans.

RIGHT OF ACCUMULATION. Investors may purchase Shares of the Class with a
reduced front-end sales charge or without a sales charge if the combined total
of the value of the Shares currently being purchased plus the current net asset
value of the investor's holdings of Shares exceeds one of the sales charge
breakpoints ($100,000; $250,000; and $500,000). The investor must, at the time
of purchase, give the Transfer Agent or the Distributor sufficient information,
including identification of all share accounts to be considered in exercising
the right of accumulation, to permit confirmation of qualification.

LETTER OF INTENT. Investors may obtain a reduced sales charge or the
elimination of the sales charge by means of a written Letter of Intent which
establishes a total investment goal in Shares of the Class (which are sold with
a sales charge) which is to be achieved within a thirteen-month period and which
exceeds one of the Fund's sales charge breakpoints ($100,000; $250,000; and
$500,000). The applicable sales charge will be determined in accordance with the
total amount to be invested. All Shares previously purchased and still
beneficially owned by the investor may, upon written notice to the Transfer
Agent, also be included at the current net asset value to reach the above
minimums. A Letter of Intent may be executed by checking the appropriate box on
the Account Registration Form.

A Letter of Intent permits a purchaser to achieve a total investment goal
by any number of investments over a thirteen-month period. Each investment made
during the period will be assessed, as the case may be, the applicable reduced
sales charge or no sales charge. Shares totaling 5% of the dollar amount of the
Letter of Intent will be held in escrow by the Transfer Agent in the name of the
purchaser to secure payment of the higher sales charge which may be applicable
to the purchase of Shares if the full Letter of Intent amount is not purchased.
Dividends on escrowed shares, whether paid in cash or reinvested in additional
shares, are not

31
<PAGE> 32

subject to escrow. The effective date of a Letter of Intent may be back-dated up
to 30 days, in order that any investments made during this 30-day period, valued
at the purchaser's cost, can be applied to the fulfillment of the Letter of
Intent goal.

The Letter of Intent does not obligate the investor to purchase, nor the
Fund to sell, the indicated amount. In the event the stated investment goal is
not achieved within the thirteen-month period, the purchaser is required to pay
the balance of the full sales charge that would otherwise have applied to the
purchases made during this period. If a payment is due under the preceding
sentence, it must be made directly to the Distributor within twenty days of
notification or, if not paid, the Distributor will liquidate sufficient escrowed
Shares to obtain such difference. Additionally, if the total purchases within
the thirteen-month period exceed the stated investment goal, an adjustment will
be made to reflect further reduced sales charges applicable to such purchases.
All such adjustments will be made at the conclusion of the thirteen-month period
and in the form of additional shares at the then current applicable public
offering price.

CERTAIN QUALIFIED PURCHASERS. No sales charge is applicable to any Shares
purchased through reinvestment of dividends or distributions, to any sale of
Shares to a Trustee or officer of the Trust, or to the immediate families (i.e.,
the spouse and any children under the age of 21) of such persons, or to any
full-time employee or registered representative of broker-dealers having dealer
agreements with the Distributor ("Selling Broker") and their immediate families
(or any trust, pension, profit-sharing or other benefit plan for such persons),
or to any orders placed on behalf of other investment companies the securities
of which are also distributed by BISYS Fund Services, The BISYS Group, Inc. or
their affiliated companies.

In addition, no sales charge is applicable to any sale to any Union Central
Life separate account used to fund tax-qualified variable annuity contracts, or
to a director, officer, full-time employee or sales representative of Union
Central Life or any of its affiliates, the Adviser or any of its affiliates, or
the Distributor or any of its affiliates, or to the immediate families of such
persons, or any trust, pension, profit-sharing or other benefit plan for such
persons.

Also, no sales charge will apply to a registered investment adviser
purchasing for discretionary accounts, provided such registered adviser executes
a Fund load waiver agreement which specifies certain aggregate minimum and
operating provisions. This waiver is available only for Shares purchased
directly from the Distributor, without a broker, and is unavailable if the
registered adviser is part of an organization principally engaged in the
brokerage business.

In addition, no sales charge will be assessed in connection with certain
exchange arrangements made with two no-load money market portfolios described
below under "Shareholder Services -- Exchange Privileges."

SHAREHOLDER SERVICES

AUTOMATIC INVESTMENT PLAN

Shareholders who open an account with $500 or more and who wish to make
subsequent, regular monthly or quarterly investments in the Fund may establish
an Automatic Investment Plan as part of the initial Account Registration or
subsequently by submitting an application. Under this plan, the Fund's Transfer

32
<PAGE> 33

Agent will debit the shareholder's designated bank account in the amount
specified by the shareholder (which monthly or quarterly amount may not be less
than $50). The proceeds will be invested in Shares at the applicable offering
price determined on the date of the debit. Participation in the Automatic
Investment Plan may be discontinued upon 30 days' written notice to the Transfer
Agent, or if a debit is not honored.

TRANSFER OF SHARES

Shareholders may transfer Shares to family members and others at any time
without incurring a sales charge. Shareholders should consult their tax advisor
concerning such transfers.

REDEMPTION OF SHARES

Shareholders may redeem shares in any amount and at any time at the Class'
net asset value next determined after the request for redemption is received in
proper order by the Fund. The Fund will normally send the proceeds on the next
business day, but if making immediate payment could adversely affect the Fund,
it may take up to seven days for payment to be made. If the Shares to be
redeemed were purchased by check or Automated Clearing House funds, redemption
proceeds will be sent upon clearance of the purchase which may involve a delay
for 15 days or more. Such delay may be avoided if shares are purchased by wire
transfer of federal funds.

EXCHANGE PRIVILEGES

Shares of the Fund may be exchanged for shares of two no-load money market
portfolios of The ARCH Fund, Inc., namely, the ARCH Money Market Portfolio and
the ARCH Treasury Money Market Portfolio (the "Money Market Funds"). The ARCH
Fund, Inc. is an investment company for which BISYS Fund Services also serves as
the distributor. Exchanges are not currently permitted between the classes of
shares of the Fund. Since shares of the Money Market Funds may be purchased at
no load, purchases of Shares made by redeeming shares of the Money Market Funds
will be subject to the sales charge applicable to an initial purchase of Shares
(see "Sales Price and Sales Charges" above). However, shareholders exchanging
shares of the Money Market Funds that were acquired through a previous exchange
of Shares on which a sales charge was paid will not be required to pay an
additional sales charge upon reinvestment of those shares into Shares. Under
such circumstances, the shareholder must notify the Distributor that a sales
charge was originally paid and provide the Distributor with sufficient
information to permit confirmation of the shareholder's right not to pay a sales
charge.

Exchanges are regarded as sales for federal and state income tax purposes
and could result in a gain or loss, depending on the original cost of shares
exchanged. If the exchanged shares were acquired within the previous 90 days,
the gain or loss may have to be computed without regard to any sales charges
incurred on the exchanged shares (except to the extent those sales charges
exceed the sales charges waived in connection with the exchange). The terms of
the foregoing exchange privilege are subject to change and the privilege may be
terminated on 60 days' written notice to shareholders. The exchange privilege is
only available where the exchange may legally be made.

33
<PAGE> 34

GENERAL METHODS OF REDEEMING SHARES

1. By Mail. You may redeem Shares by mail by sending a written request for
the redemption to the Transfer Agent at 3435 Stelzer Road, Columbus, Ohio 43219.
The Transfer Agent may require a signature guarantee by an eligible guarantor
institution. For purposes of this policy, the term "eligible guarantor
institution" shall include banks, brokers, dealers, credit unions, securities
exchanges and associations, clearing agencies and savings associations as those
terms are defined in Rule 17Ad-15 under the 1934 Act. The Transfer Agent
reserves the right to reject any signature guarantee if: (1) it has reason to
believe that the signature is not genuine; (2) it has reason to believe that the
transaction would otherwise be improper; or (3) the guarantor institution is a
broker or dealer that is neither a member of a clearing corporation nor
maintains net capital of at least $100,000. The signature guarantee requirement
will be waived if all of the following conditions apply: (1) the redemption
check is payable to the shareholder(s) of record and (2) the redemption check is
mailed to the shareholder(s) at the address of record or the proceeds are either
mailed or wired to a commercial bank account previously designated on the
account registration form. There is no charge for having redemption requests
mailed to a designated bank account.

2. Through a Securities Dealer. You may sell your Shares by contacting a
securities dealer having a dealer or selling agreement with the Distributor.
(See "General -- Repurchase of Shares" in the Combined Statement of Additional
Information for more details.) The dealer may assess a nominal fee for this
service.

MINIMUM ACCOUNT BALANCE

The Trust reserves the right to involuntarily redeem your account any time
the value of your account falls below $300 as a result of redemption. You will
be notified in writing prior to the redemption and be allowed 60 days to make
additional investments before the redemption is processed.

REDEMPTION IN KIND

The Trustees reserve the right to redeem proceeds in whole or in part by a
distribution in kind of marketable securities held by the Fund. See
"General -- Redemption in Kind" in the Combined Statement of Additional
Information for more details.

ADDITIONAL SHAREHOLDER PRIVILEGES

CERTAIN PRIVILEGES LISTED IN THIS SECTION MAY NOT BE OFFERED BY THE FUND IF
YOU HOLD SHARES IN THE "STREET NAME" OF A FINANCIAL INSTITUTION, OR IF THE
ACCOUNT IS NETWORKED THROUGH NATIONAL SECURITIES CLEARING CORPORATION (NSCC).

AUTOMATIC WITHDRAWAL PLAN

34
<PAGE> 35

made to you and mailed to the address of record on your account. You are
required to maintain a minimum account value of $10,000 at all times, and the
minimum withdrawal amount is $100. Maintenance of an Automatic Withdrawal Plan
concurrently with purchases of additional Shares may be disadvantageous to you
because of the sales charge on certain purchases.

The redemptions will occur on or about the 25th day of the month and the
checks will generally be mailed within two days after the redemption occurs. No
redemption will occur if the account balance falls below the amount required to
meet the requested withdrawal amount. This service may be terminated at any
time, and the Distributor reserves the right to initiate a fee upon 30 days'
written notice to the shareholder.

TELEPHONE TRANSACTIONS

Shareholders are permitted to request exchanges and/or redemptions by
telephone. The Trust will not be liable for following instructions communicated
by telephone that it reasonably believes to be genuine. To be permitted to
request an exchange or redemption by telephone, a shareholder must elect the
option on the Account Registration Form. (If a shareholder does not initially
elect an option on the Account Registration Form, the shareholder may request
authorization by executing an appropriate authorization form provided by the
Trust upon request.) The Trust will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine and may only be liable for
any losses due to unauthorized or fraudulent instructions where it fails to
employ its procedures properly. Such procedures include the following. Upon
telephoning a request, shareholders will be asked to provide their account
number and, if not available, their social security number. For the
shareholders' and the Trust's protection, all conversations with shareholders
will be tape recorded. All telephone transactions will be followed by a
confirmation statement of the transaction. If, due to temporary adverse
conditions, investors are unable to effect telephone transactions, investors may
mail their requests to the Trust.

Telephone Exchanges. You may authorize your account for telephone
exchanges by completing the appropriate portion of the Account Registration
Form. By electing this option you may exchange Shares by calling the Fund.
Requests will be processed in the same day as receipt of the telephone call if
the request is made before the close of regularly scheduled trading on the
Exchange (normally, 4:00 p.m. Eastern Standard Time).

Telephone Redemptions. You may request the option to redeem Shares by
telephone by completing the appropriate portion of the Account Registration
Form. In order to obtain that day's closing net asset value on the redemption,
the telephone call must be received by the Trust prior to the close of regularly
scheduled trading on the Exchange (normally, 4:00 p.m. Eastern Standard Time).

Payment for Shares will be made by federal wire or by mail as specified by
you on the Application. Payment will normally be sent on the business day
following the date of receipt of the request. Payment by wire to your bank
account must be in amounts of $1,000 or more. Although the Fund does not assess
a charge for wire transfers, your bank may assess a charge for the transaction.
Payments by mail may only be sent to your account address of record and may only
be payable to the registered owner(s).

35
<PAGE> 36

DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS:

The Fund declares and pays income dividends monthly. If the Fund has net
capital gains (after subtracting any capital losses) they are declared and paid
at least annually. Dividend and capital gain distributions are reinvested in
additional Shares of the class unless you select another option on your Account
Registration Form.

TAX INFORMATION:

You should be aware of the possible tax consequences when the Fund makes a
distribution to your account, or when you sell Shares. In addition to federal
taxes, you may also be subject to state taxes. No attempt is here made to
discuss state tax consequences, and accordingly you should consult your own tax
adviser. Note: The following summary does not apply to retirement accounts, such
as IRAs or Keoghs, which are tax-deferred until you withdraw money from them.

TAXES ON FUND DISTRIBUTIONS. In January, the Trust will send you
information indicating the federal tax status of dividends and capital gain
distributions in your Fund account.

The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code and will distribute substantially all
of its net income and gains to shareholders. All distributions are taxable to
shareholders for the year in which they were paid. The only exception is that
distributions declared during the last three months of the year and paid in
January are taxed as though they were paid by December 31.

Distributions are taxable whether reinvested in additional Shares of the
class or received in cash.

Distributions from net income and short-term capital gains are taxable as
ordinary income, and long-term capital gains are taxable at the applicable rate
for long-term capital gains. The gain is long- or short-term depending on how
long the Fund held the securities, not how long you held shares in the Fund.

BUYING A DIVIDEND. On the record date for a distribution from capital
gains, the Fund's share price is reduced by the amount of the distribution. If
Shares are bought immediately before the record date ("buying a dividend"), you
will pay the full price for the Shares. You will receive a portion of the
Shares' price back as a taxable distribution. A similar result may occur with
regard to distributions from net income.

TAXES ON YOUR FUND TRANSACTIONS. When you sell Shares in the Fund, you may
realize a gain or loss. An exchange from one fund to another is treated as a
sale for tax purposes. In January, the Trust will send you information
indicating the date and amount of each sale of Shares that you made during the
prior year. A copy is filed with the IRS.

You may calculate the cost basis of the Shares you sold using the average
cost of the Shares or other methods acceptable to the IRS, such as "specific
identification." To help you maintain accurate records, we

36
<PAGE> 37

send you a confirmation immediately following each transaction you make and a
year-end statement detailing all your transactions during the year.

At year-end the Trust will also send you any additional information you
need to determine your taxes, such as the sources of Fund income.

OBTAINING INFORMATION ON YOUR INVESTMENT

CONFIRMATION OF SHARE TRANSACTIONS AND DIVIDEND PAYMENTS

Every shareholder will receive a confirmation of each new transaction in
his or her Fund account. The Trust will confirm all account activity, including
the payment of dividend and capital gain distributions and transactions made as
a result of an Automatic Withdrawal Plan or an Automatic Investment Plan.
Shareholders may rely on these statements in lieu of certificates. Certificates
representing Shares will not be issued.

SHAREHOLDER INQUIRIES

Please direct any questions or requests that you may have concerning the
Trust or your Fund account by writing to Summit Investment Trust, 3435 Stelzer
Road, Columbus, OH 43219, or by calling the Trust at 1-800-272-3442.

OTHER CLASSES OF SHARES

In addition to offering the Summit High Yield Shares class, the Fund also
offers the Summit High Yield Institutional Service Shares class, which is
described in a separate prospectus relating to that class of shares and is
available for purchase by institutional investors. Shares of the Summit High
Yield Institutional Service High Yield Shares class are subject to a 12b-1 fee,
which may affect the performance of the class. To obtain a prospectus for the
class, or to obtain other information, contact BISYS Fund Services by writing to
the address or by calling the telephone number listed on the cover of this
prospectus.

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<PAGE> 38

APPENDIX I

BOND RATINGS

The following is a description of the bond rating categories of Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("Standard
& Poor's") and Fitch Investors Service, Inc. ("Fitch"):

MOODY'S CORPORATE BOND RATINGS

Aaa - Bonds 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-edged." 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 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 risk appear somewhat larger than in Aaa securities.

A - Bonds 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.

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

Caa - Bonds 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.

Moody's also supplies numerical indicators 1, 2, 3 to rating categories.

38
<PAGE> 39

STANDARD & POOR'S CORPORATE BOND RATINGS

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest,
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 capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

BB - Bonds rated BB have less near-term vulnerability to default than other
speculative issues. However, they face major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.

B - Bonds rated B have a greater vulnerability to default but currently
have the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.

CCC - Bonds rated CCC have a currently identifiable vulnerability to
default and are dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial, or economic conditions, they are not
likely to have the capacity to pay interest and repay principal.

FITCH CORPORATE BOND RATINGS

AAA - Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated AAA. Because bonds rated in
the AAA and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.

A - Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

39
<PAGE> 40

BBB - Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

BB - Bonds are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements.

B - Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC - Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC - Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C - Bonds are in imminent default in payment of interest or principal.

DDD-DD- and D - Bonds are in default on interest and/or principal payments.
Such bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus and minus signs are used with a rating symbol to indicate the relative
position of a credit within the rating category. Plus and minus signs, however,
are not used in the AAA category.

APPENDIX II

DESCRIPTION OF THE SALOMON BROTHERS HIGH YIELD MARKET INDEX

The Salomon Brothers High Yield Market Index (the "Index") is an index of
high yield corporate debt securities, which at May 31, 1996, included 1,013
issues with an aggregate par value of $200.9 billion and an aggregate market
value of $193.8 billion. The securities comprising the Index include all public,
nonconvertible high yield issues which are rated by at least one rating agency
as below investment grade (BB or less) or which are unrated but of below
investment grade quality. Other criteria include issue size of at least $50
million, at least one year remaining to maturity, and issues must be considered
"current pay" (not in default). Securities issued as investment grade securities
but which subsequently are reduced to a rating below investment grade are
included in the Index subject to the same criteria. All securities that go into
default after inclusion in the Index are deleted from the Index. All additions
to and deletions from the Index occur after

40
<PAGE> 41

month-end and are made at market prices. On May 31, 1996, of the 1,013 issues
comprising the Index, 941 (91.9% of market value) were cash paying issues not in
default and 72 issues (8.1% of market value) were zero-coupon, deferred interest
or step-up coupons not in default. The Index is calculated and published monthly
by Salomon Brothers Fixed Income Index Group.

41
<PAGE> 42

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
RISK FACTORS - SPECIAL SUMMARY................ 2

1. ABOUT THE SUMMIT HIGH YIELD FUND......... 4 [PHOTO]
Transaction Costs and Fund Expenses...... 4
Financial Highlights..................... 6
Fund and Market Characteristics/Risk
Factors.................................. 7

2. INVESTMENT POLICIES, PRACTICES AND
RISKS.................................... 8
Types of Portfolio Securities............ 9
Types of Fund Management Practices....... 15

3. THE TRUST AND THE FUND................... 19
Organization of the Trust and the Fund... 19
Management of the Trust and the Fund..... 20
Management-Related Services.............. 24
Fund Expenses............................ 25
Net Asset Value.......................... 26
Distribution Expenses.................... 27
Understanding Performance Information.... 28

4. INVESTING WITH SUMMIT INVESTMENT TRUST... 29
How to Purchase Shares................... 29
General Methods of Purchasing Shares..... 29
Share Price and Sales Charges............ 30
Shareholder Services..................... 32
General Methods of Redeeming Shares...... 34
Additional Shareholder Privileges........ 34
Distributions and Taxes.................. 36
Obtaining Information on Your
Investment............................... 37
Other Classes of Shares.................. 37

APPENDIX I -- Bond Ratings.................... 38

APPENDIX II -- Description of The Salomon Brothers
High Yield Market Index.................. 40
</TABLE>

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUND'S COMBINED
STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUND, THE TRUST, OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING BY THE FUND, THE TRUST OR THE DISTRIBUTOR IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

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

DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

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

MANAGED BY
FIRST SUMMIT CAPITAL MANAGEMENT

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

SUMMIT HIGH YIELD FUND

HIGH YIELD SHARES CLASS

-------------------------------------------------
PROSPECTUS AS OF OCTOBER 1, 1996,

AS SUPPLEMENTED ON OCTOBER 31, 1996
<PAGE> 43

PROSPECTUS
SUMMIT HIGH YIELD FUND

INSTITUTIONAL SERVICE SHARES CLASS

SUMMIT INVESTMENT TRUST - 3435 STELZER ROAD - COLUMBUS, OH 43219 -
1-800-272-3442

Summit Investment Trust (the "Trust") is organized as an open-end,
management investment company (a mutual fund). The Trust is authorized to
provide a range of investment objectives through a series of separate investment
portfolios or funds. This prospectus relates to the Institutional Service Shares
class ("Institutional Service Shares") of the SUMMIT HIGH YIELD FUND (the
"Fund"), a diversified investment portfolio of the Trust. The Fund also offers,
by means of a separate prospectus, a retail class of shares. The Fund is the
only portfolio of the Trust currently available.

FACTS AT A GLANCE
INVESTMENT OBJECTIVES:
High current income with capital appreciation a secondary goal. As with any
mutual fund, there is no assurance that the Fund will achieve its
objectives.
STRATEGY:
Investing primarily in lower-quality, intermediate to long-term corporate
bonds, often called "high yield" or "junk" bonds. The portfolio will be
actively managed to take advantage of relative values of various issuers and
industry sectors of the high yield market. Emphasis will be given to issuers
and sectors whose credit fundamentals and technical trading factors provide
attractive risk reward characteristics.
RISKS OF JUNK BONDS:
The Fund may invest up to 100% of its assets in lower-rated, or "junk"
bonds, that entail greater risks, including default risks, than those found
in higher-rated securities. The Fund may also invest in lower-rated foreign
debt securities that entail special additional risks. Investors should
carefully consider these risks before investing. See "Risk Factors," "Fund
and Market Characteristics/Risk Factors," "Foreign Sovereign Debt
Securities" and "Foreign Securities" in this prospectus and "Special Risks
of Investing in 'Junk Bonds'," "Foreign Sovereign Debt Securities" and
"Foreign Securities" in the Combined Statement of Additional Information. An
investment in the Fund should be considered speculative.
INVESTOR PROFILE:
A risk-oriented investor seeking the highest level of current income, paid
monthly, who is willing to accept the possibility of significant
fluctuations in principal value. The Fund should represent only a portion of
such an investor's overall investment program, not the only investment. When
sold, Fund shares may be worth more or less than when purchased.
FEES AND CHARGES:
Institutional Service Shares are offered to qualified purchasers (i.e.
primarily institutional investors as described under "Organization of the
Trust and the Fund") at their net asset value. The Fund pays various
advisory, service and distribution fees.

Minimum Investment: $100,000 minimum for initial investments; however, this
amount may be waived for certain classes of purchasers described under "How
to Purchase Institutional Service Shares."
INVESTMENT ADVISER/FUND ADMINISTRATOR:
First Summit Capital Management ("FSCM" or the "Adviser") is the investment
adviser to the Fund. The Administrator of the Fund is BISYS Fund Services,
Limited Partnership ("BISYS Fund Services" or the "Administrator").
------------------------

Shares of the Trust are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation or any other government agency. An investment in
the Fund involves investment risk, including the possible loss of principal.
------------------------

This prospectus sets forth information you should know before making an
investment decision. You should read this prospectus and keep it for future
reference. A Combined Statement of Additional Information about the Fund, dated
October 1, 1996, as supplemented on October 31, 1996, has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference in
this prospectus. To obtain a free copy, write the Trust at the above address or
call 1-800-272-3442.

The Fund also offers an additional class of shares, the High Yield Shares,
which is designed for purchase by retail investors. A prospectus for the High
Yield Shares class can be obtained by writing to BISYS Fund Services at the
above address or by calling the above telephone number.

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

The date of this prospectus is October 1, 1996, as supplemented on October 31,
1996.

<PAGE> 44

RISK FACTORS -- SPECIAL SUMMARY

SPECIAL RISKS OF INVESTING IN "JUNK BONDS"

The Fund may invest up to 100% of its assets in lower-rated, or "junk"
bonds that entail greater risks, including default risks, than those found in
higher-rated securities. The following special considerations are additional
risk factors associated with the Fund's investments in lower-rated debt
securities known as "junk bonds":

2
<PAGE> 45

per share. If market quotations are not readily available for the Fund's
lower-rated or non-rated securities, these securities will be valued by a method
that the Board of Trustees (the "Trustees") believes accurately reflects fair
value. Judgment plays a greater role in valuing lower-rated debt securities than
with respect to securities for which more external sources of quotations and
last sale information are available.

LEGISLATIVE PROPOSALS. There are a variety of legislative actions which
have been taken or which are considered from time to time by the United States
Congress which could adversely affect the market for high yield bonds. For
example, Congressional legislation limited the deductibility of interest paid on
certain high yield bonds used to finance corporate acquisitions. Also,
Congressional legislation has, with some exceptions, generally prohibited
federally-insured savings banks from investing in high yield securities.
Regulatory actions have also effected the high yield market. For example, many
insurance companies have restricted or eliminated their purchases of high yield
bonds as a result of, among other factors, actions taken by the National
Association of Insurance Commissioners. If similar legislative and regulatory
actions are taken in the future, they could result in further tightening of the
secondary market for high yield issues, could reduce the number of new high
yield securities being issued and could make it more difficult for the Fund to
attain its investment objectives.

OTHER RISKS

3
<PAGE> 46

1. ABOUT THE SUMMIT HIGH YIELD FUND

TRANSACTION COSTS AND FUND EXPENSES

The Institutional Service Shares of the Fund are sold subject to Rule 12b-1
distribution fees and the other expenses of the Fund's operation as set forth in
the following table:

FEE TABLE

INSTITUTIONAL SERVICE SHARES CLASS TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)................................................. None
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of offering price)................................... None
Redemption Fees (as a percentage of amount redeemed, if
applicable)..................................................... None
Exchange Fee...................................................... None
</TABLE>

ANNUAL INSTITUTIONAL SERVICE SHARES CLASS OPERATING EXPENSES
(As percentage of projected average net assets)

<TABLE>
<S> <C>
Management Fees................................................... 0.35%(1)
12b-1 Fees........................................................ 0.25%
Other Administrative and Servicing Costs.......................... 1.00%
Total Institutional Service Shares Operating Expenses............. 1.60%
<FN>
- ---------------

1 This fee may vary between 0.35% and 1.15%; however, the Adviser has agreed to
waive a portion of its advisory fee to limit the Fund's total expenses to
1.60%. (See "Management of the Trust and the Fund -- The Advisory Fee.")
</TABLE>

The foregoing "Fee Table" should help you understand the kinds of expenses
you will bear directly or indirectly as a Fund shareholder. "Institutional
Service Shares Class Transaction Expenses" shows what you pay as direct costs in
buying Institutional Service Shares in the Fund. Because a portion of the 12b-1
fees is considered an asset-based sales charge by the National Association of
Securities Dealers, Inc. ("NASD"), long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
NASD. The "Other Administrative and Servicing Costs" fees are derived from those
costs incurred by the Summit High Yield Shares class of the Fund, since the
Institutional Service Shares of the Fund were not offered to the public prior to
January 19, 1996. "Annual Institutional Service Shares Operating Expenses"
provides an estimate of how much it will cost to operate the Institutional
Service Shares of the Fund for one year. These are costs paid indirectly by
holders of the Institutional Service Shares because they are deducted from the
Fund's total assets before the daily share price is calculated and before
dividends and other distributions are made.

4
<PAGE> 47

EXAMPLE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return and (2) redemption at the end
of each time period:......................................... $ 16 $50 $87 $190
</TABLE>

The Example should not be considered a representation of past or future
expenses. Actual Fund expenses may be higher or lower than those shown.

The "Annual Institutional Service Shares Operating Expenses" set forth above
are:

-- MANAGEMENT FEE: the percent of Fund assets paid to the Fund's
investment adviser; this fee is a performance fee which is based on the
performance of the Fund in relation to the change in the Salomon Brothers High
Yield Market Index; the fee may be as high as 1.15% or as low as 0.35% annually;
for the fiscal year ended May 31, 1996, the Fund paid a management fee of 0.27%;
absent waivers, the Fund would have paid a management fee of 0.87%.

-- MARKETING OR DISTRIBUTION FEES: an annual charge ("12b-1 Fee") to
existing shareholders to defray the cost of selling Institutional Service Shares
to new shareholders; and

5
<PAGE> 48

FINANCIAL HIGHLIGHTS

SUMMIT HIGH YIELD FUND
For a share of the Institutional Service Shares class outstanding throughout the
period.

<TABLE>
<CAPTION>
INSTITUTIONAL
SERVICE
SHARES
----------
PERIOD
ENDED MAY
31,
PERIOD ENDED MAY 31, 1996 1996(b)
- ---------------------------------------------------------------------------------- ----------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.............................................. $10.59
----------
INVESTMENT ACTIVITIES:
Net investment income........................................................ 0.40
Net realized and unrealized gains (losses) on investments.................... 0.47
----------
Total from Investment Activities............................................. 0.87
----------
DISTRIBUTIONS:
Net investment income........................................................ (0.40)
In excess of net investment income........................................... (0.03)
Net realized gains........................................................... 0.00
----------
Total Distributions.......................................................... (0.43)
----------
NET ASSET VALUE, END OF PERIOD............................................... $11.03
==========
Total Return................................................................. 20.16%

RATIOS/SUPPLEMENTAL DATA
Net Assets at end of period (000)............................................ $1,773
Ratio of expenses to average net assets...................................... 1.52%(a)
Ratio of net investment income to average net assets......................... 9.86%(a)
Ratio of expenses to average net assets*..................................... 2.76%(a)
Ratio of net investment income to average net assets*........................ 8.62%(a)
Portfolio turnover........................................................... 187.61%

<FN>
- ---------------

* During the period, certain fees were voluntarily reduced. If such voluntary
fee reductions had not occurred, the ratios would have been as indicated.

(a) Annualized.

(b) THE CLASS BEGAN OFFERING SHARES ON JANUARY 19, 1996.
</TABLE>

6
<PAGE> 49

FUND AND MARKET CHARACTERISTICS/RISK FACTORS

WHAT IS A HIGH YIELD OR "JUNK" BOND?

The debt security ratings of several NRSROs are set forth in Appendix I to
this prospectus.

WHO ISSUES HIGH YIELD BONDS?

Typically, corporations in one of several categories: small and medium-size
companies that lack the history or capital strength to merit "investment-grade"
status; former blue-chip companies that have been downgraded due to financial
difficulties; companies electing to borrow heavily to finance (or avoid) a
takeover or buyout; and highly indebted ("leveraged") companies seeking to
refinance their debt at lower rates. With high yield securities, there is a
greater possibility of a default or the bankruptcy of the issuer, circumstances
that might increase the expenses of the Fund in seeking recovery from such an
issuer.

DOES THE FUND INVEST ONLY IN HIGH YIELD BONDS?

WHY SHOULD THE INVESTOR IN THIS FUND BE PREPARED FOR GREATER PRICE SWINGS THAN
IN HIGH QUALITY BOND FUNDS?

For two main reasons:

7
<PAGE> 50

securities in which the Fund invests. Large purchases or sales of certain issues
may thus cause significant changes in their prices, and the Fund may be required
to retain certain investments for indefinite periods or sell them at substantial
losses. A lack of liquidity or low trading volume also means that judgement may
play a significant role in valuing the securities.

HOW MIGHT INTEREST RATES AND THE FUND'S AVERAGE MATURITY AFFECT ITS PRICE?

HOW DO SHARE PRICE CHANGES AFFECT OVERALL RETURN?

Your total return for any given period has two parts:

Income, which will always be positive, and

Change in share price, which can be positive or negative. For example, if
the Fund's income return was 10% during a year, and the price declined 15%, your
total return would be approximately -5%. A price increase of 5% would have given
you a return of approximately 15%. Always remember that the Fund's yield does
not indicate its total return. (Also see "Understanding Performance
Information.")

HOW DOES THE FUND ADDRESS THE SPECIAL RISKS OF HIGH YIELD BOND INVESTING?

2. INVESTMENT POLICIES, PRACTICES AND RISKS

This section takes a detailed look at the types of securities the Fund may
hold in its portfolio and the various kinds of investment practices that may be
used in day-to-day portfolio management. Certain FUNDAMENTAL POLICIES and
current OPERATING POLICIES of the Fund are noted where applicable. The Fund's
FUNDAMENTAL POLICIES (as with its investment objectives stated on page 1) may
not be changed without shareholder approval. Such approval requires a vote of
the lesser of: (i) 67% or more of the shares represented at a meeting at which
more than 50% of the outstanding shares are represented; or (ii) more than 50%
of the outstanding shares. The Fund's OPERATING POLICIES can be changed by the
Trustees without shareholder approval. Unless otherwise specified, the
investment program and restrictions of the Fund are not fundamental policies.

8
<PAGE> 51

Reference should be made to the discussion under "Investment Restrictions" in
the Combined Statement of Additional Information.

TYPES OF PORTFOLIO SECURITIES

DEBT SECURITIES

Bonds may be secured (backed by specified collateral) or unsecured (backed
by the issuer's general creditworthiness). Most high yield "junk" bonds are
unsecured.

9
<PAGE> 52

bonds in the portfolio which are not rated, but which the Adviser has judged to
be comparable in quality to the corresponding rated bonds.

<TABLE>
<CAPTION>
AS A PERCENTAGE OF TOTAL
MARKET VALUE OF BOND HOLDINGS
-----------------------------
CREDIT RATING RATED NOT RATED TOTAL
------------- ----- --------- -----
<S> <C> <C> <C>
BB............................................... 7.02% 0.00% 7.02%
B................................................ 78.55% 0.00% 78.55%
CC & CCC......................................... 12.63% 1.80% 14.43%
----- --------- -----
98.20% 1.80% 100%
===== ======== =====
</TABLE>

The debt security ratings of several NRSROs are set forth in Appendix I to
this prospectus.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS") AND STRIPPED MORTGAGE-BACKED
SECURITIES. CMOs are debt securities that are fully collateralized by a
portfolio of mortgages or mortgage-backed securities. CMOs generally are issued
in multiple classes. The principal of and interest on the underlying mortgages
may be allocated among the several classes of a series of a CMO in many ways.
The general goal sought to be

10
<PAGE> 53

achieved in allocating cash flows on the underlying mortgages is to create
tranches on which the expected cash flows have a higher degree of predictability
than the underlying mortgages. As part of the process of creating more
predictable cash flows on some of the tranches, one or more tranches generally
must be created that absorb most of the volatility in the cash flows on the
underlying mortgages. The yields on these tranches are relatively higher than on
tranches with more predictable cash flows. The Fund may invest in these
subordinated, higher-yielding tranches which take the risk of default first.
Because of the uncertainty of the cash flows on these tranches, and the
sensitivity thereof to changes in prepayment rates on the underlying mortgages,
the market prices of and yield on these tranches tend to be highly volatile.

Stripped mortgage securities are created by separating the interest and
principal payments generated by a pool of mortgage-backed instruments to create
two classes of securities. One class receives interest-only payments ("IOs") and
one principal-only payment ("POs"). CMOs, IOs, and POs are acutely sensitive to
interest rate changes and the rate of principal prepayments on the underlying
mortgages serving as collateral. For example, declining interest rates may
result in prepayments and thus termination of a stream of IO interest payments,
in which event the Fund may fail to recoup its investment. Moreover, the
proceeds of prepayments may have to be reinvested at the lower interest rates.
IOs, POs, and certain CMOs are very volatile in price and may have reduced
liquidity.

ZERO-COUPON AND PAY-IN-KIND BONDS. The Fund may invest up to 25% of its
total assets in zero-coupon bonds. A zero-coupon security has no cash coupon
payments. Instead, the issuer sells the security at a substantial discount from
its maturity value. The interest received by the investor from holding this
security to maturity is the difference between the maturity value and the
purchase price. The advantage to the investor is that the reinvestment risk of
the income received during the life of the bond is eliminated. However, zero-
coupon bonds, like other bonds, retain interest rate and credit risk and usually
display more price volatility than securities that pay a cash coupon. Since
there are no periodic interest payments made to the holder of a zero-coupon
security, when interest rates rise, the value of such a security will fall more
dramatically than a bond paying out interest on a current basis. When interest
rates fall, however, zero-coupon securities rise more rapidly in value because
the bonds have locked in a specific rate of return which becomes more attractive
the further interest rates fall.

The Fund is required to distribute to shareholders income imputed to any
zero-coupon or PIK investments. Such distributions could reduce the Fund's cash
position.

11
<PAGE> 54

OTHER SECURITIES

Other types of securities and investments the Fund may buy are:

CONVERTIBLES. These corporate securities, usually bonds or preferred
stocks, are exchangeable for a specified number of shares of common stock, at a
pre-stated price. A convertible security entitles the holder to receive interest
generally paid or accrued on debt or the dividend paid on preferred stock until
the convertible security matures or is redeemed, converted or exchanged.
Convertible securities have several unique characteristics such as: (i) higher
yields than common stocks but lower yields than comparable nonconvertible
securities; (ii) a lesser degree of fluctuation in value than the underlying
stock since they have fixed income characteristics; and (iii) the potential for
capital appreciation if the market price of the underlying stock increases.
Although investments in convertible securities will be consistent with the
Fund's secondary objective of capital appreciation, because of their basically
lower yields than comparable nonconvertible securities, such investments will
not be treated as "high yield" for purposes of the Fund's policy of generally
having 65% of its assets invested in high yield securities.

EQUITIES: COMMON AND PREFERRED STOCK; WARRANTS. Each share of common and
preferred stock represents ownership or "equity" in a corporation, but usually
only common stockholders have the right to elect company directors and vote on
other matters. Preferred stock may have various preferences over common stock,
such as a prior right to payment of dividends. Warrants are options to buy a
stated number of shares of common stock at a specified price at any time during
the life of the warrant, usually one or two years. The common and preferred
stocks in which the Fund may invest may be traded either on a national
securities exchange or in the "over-the-counter" market, and the issuers of such
stocks may be unseasoned issuers with relatively smaller capitalizations. Such
issuers may or may not have outstanding issues of higher-yielding debt
securities. As an OPERATING POLICY, the Fund may not invest more than 10% of its
total assets in common stocks (including up to 5% in warrants).

PRIVATE PLACEMENTS. Securities sold directly to a small number of
investors, usually institutions, without registration under the Securities Act
of 1933 (the "1933 Act") are called private placements. Privately-placed
securities are considered "restricted securities" and may not be readily
marketable. Selling these securities pursuant to a registration statement may
involve substantial delays and additional costs. As an OPERATING POLICY, the
Fund will not invest more than 15% of its net assets in illiquid securities.
Some restricted securities are eligible for purchase and sale under Rule 144A
under the 1933 Act. This rule permits "qualified institutional buyers," such as
the Fund, to trade in certain privately-placed securities even though such
securities are not registered under the 1933 Act. The Trustees may determine,
when appropriate, that such securities, although restricted, are nevertheless
liquid and therefore, not subject to the 15% limitation. A security is illiquid
if it cannot be sold or disposed of in the ordinary course of business within
seven days at approximately the value at which the Fund has valued the
investment.

12
<PAGE> 55

may be subject to the credit risk of both the borrower and the lender. In an
assignment, the Fund acquires direct rights against the borrower on a loan,
although such rights may differ from and be more limited than those held by the
assigning lender. The Fund may have difficulty disposing of assignments and
participations where disposition involves assigning such interests to third
parties. These investments are treated as securities, not as the making of loans
subject to the Fund's investment restriction relating to loans. Since these
investments may not be readily marketable, they may be subject to the Fund's
policy against investing more than 15% of the Fund's net assets in illiquid
securities. Participations in or assignments of loans to governments of LDCs may
involve risks in addition to those attendant on investments in foreign
securities generally (see "Foreign Sovereign Debt Securities" and "Foreign
Securities" below).

FOREIGN SOVEREIGN DEBT SECURITIES. The Fund expects to invest in foreign
sovereign debt securities, including those of LDCs. Such securities will include
Brady Bonds. Brady Bonds are debt securities issued under the framework of the
Brady Plan, an initiative announced by U.S. Treasury Secretary Nicholas F. Brady
in 1989 as a mechanism for debtor nations to restructure their outstanding
external indebtedness. The Brady Plan framework, as it has developed,
contemplates the exchange of commercial bank debt, some or all of which may have
gone into default, for newly-issued bonds. Multilateral institutions such as the
International Bank for Reconstruction and Development (the "World Bank") and the
International Monetary Fund ("IMF") support the restructuring by providing funds
pursuant to loan agreements or other arrangements which enable the debtor nation
to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a
discount. Under these arrangements, debtor nations have been required to agree
to the implementation of various domestic monetary and fiscal reforms intended
to promote economic growth and development. Investors should recognize that
Brady Bonds have been issued only recently, and accordingly do not have a long
payment history. Moreover, the financial packages offered by each country
differ. Countries that have issued, or are about to issue Brady Bonds include
Argentina, Brazil, Costa Rica, the Dominican Republic, Mexico, Nigeria, the
Philippines, Poland, Uruguay and Venezuela. The Fund may purchase Brady Bonds
issued by any of these countries, and it reserves the right to acquire Brady
Bonds that may be issued by other countries in the future.

Investing in foreign sovereign debt securities will expose the Fund to the
direct or indirect consequences of political, social or economic changes in the
LDCs that issue the securities. The ability and willingness of sovereign
obligors in LDCs or the governmental authorities that control repayment of their
external debt to pay principal and interest on such debt when due may depend on
general economic and political conditions within the relevant country. Countries
such as those in which the Fund may invest have historically experienced, and
may continue to experience, high rates of inflation, high interest rates,
exchange rate trade difficulties and extreme poverty and unemployment. Many of
these countries are also characterized by political uncertainty or instability.
Additional factors which may influence the ability or willingness to service
debt include, but are not limited to, a country's cash flow situation, the
availability of sufficient foreign exchange on the date a payment is due, the
size of its debt service burden relative to the economy as a whole, and its
government's policy towards the IMF, the World Bank and other international
agencies.

13
<PAGE> 56

among other things, reducing and rescheduling interest and principal payments by
negotiating new or amended credit agreements or converting outstanding principal
and unpaid interest to Brady Bonds, and obtaining new credit to finance interest
payments. Holders of certain foreign sovereign debt securities may be requested
to participate in the restructuring of such obligations and to extend further
loans to their issuers. There can be no assurance that the Brady Bonds and other
foreign sovereign debt securities in which the Fund may invest will not be
subject to similar restructuring arrangements or to requests for new credit
which may adversely affect the Fund's holdings. Brady Bonds issued to date are
generally purchased and sold in secondary markets through U.S. securities
dealers and maintained through European transnational securities depositories.

WHEN-ISSUED SECURITIES. The Fund may, from time to time, purchase
securities on a "when-issued" basis ("forward commitments"). The price of such
securities, which may be expressed in yield terms, is fixed at the time the
commitment to purchase is made, but delivery and payment take place at a later
date. Normally, the settlement date occurs within 90 days of the purchase.
During the period between purchase and settlement, no payment is made by the
Fund to the issuer, and no interest accrues to the Fund. Forward commitments
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date, which risk is in addition to the risk of decline
in value of the Fund's other assets. Such when-issued securities may be sold
prior to the settlement date. At the time the Fund makes the commitment to
purchase a security on a when-issued basis, it will record the transaction and
reflect the value of the security in determining its net asset value. The Fund
does not believe that its net asset value or income will be adversely affected
by its purchase of securities on a when-issued basis. The Fund will maintain
cash and marketable securities equal in value to commitments for when-issued
securities. Such segregated securities either will mature or, if necessary, be
sold on or before the settlement date. Except as may be imposed by these
factors, there is no limit on the percentage of the Fund's total assets that may
be committed to such transactions.

14
<PAGE> 57

TYPES OF FUND MANAGEMENT PRACTICES

BORROWING MONEY AND TRANSFERRING ASSETS. The Fund can borrow money from
banks subject to the fundamental policy set forth below. Such borrowings may be
collateralized with Fund assets.

FUNDAMENTAL POLICY: The Fund will not borrow money, except the Fund
may borrow from banks as a temporary measure for extraordinary or emergency
purposes, in amounts not exceeding 15% of its total assets valued at
market. The Fund will not borrow in order to increase income (leveraging),
but only to facilitate redemption requests which might otherwise require
untimely disposition of portfolio securities. The Fund will not purchase
additional securities when money borrowed exceeds 5% of total assets.

15
<PAGE> 58

the underlying instrument at the exercise price. The Fund may buy and sell
futures contracts (and options on such contracts) to manage its exposure to
changes in interest rates, stock or bond prices, and foreign currencies; to
adjust its overall exposure to certain markets; and also to adjust the
portfolio's duration. The Fund may write covered call and covered put options,
buy puts and calls, and buy and sell covered spread options on securities,
financial indices, and foreign currencies. (A spread option gives the Fund the
right to sell an asset at a fixed dollar or yield spread in relation to a
benchmark security. The Fund will not commit more than 5% of its total assets to
premiums when purchasing spread options.)

16
<PAGE> 59

prior to its expiration only by entering into a closing purchase transaction
with the dealer to which the Fund originally wrote the option. There can be no
assurance that the Fund will be able to liquidate a dealer option at a favorable
price at any time prior to expiration. Consistent with a position taken by the
staff of the SEC, the Fund will treat dealer options as subject to the Fund's
limitation prohibiting investment of more than 15% of its net assets in illiquid
securities.

As OPERATING POLICIES, the Fund will not engage in transactions in futures
contracts and options thereon for speculation, and the Fund will not write a
covered call option if, as a result, the aggregate market value of all portfolio
securities or currencies covering call options exceeds 25% of the market value
of the Fund's net assets. In addition, the Fund will not enter into futures
contracts or options thereon if, as a result thereof, more than 5% of the Fund's
total assets (taken at market value at the time of entering into the contract)
would be committed to initial margin and premiums on such contracts or options
thereon, provided, however, that in the case of an option that is in-the-money
at the time of purchase, the in-the-money amount, as defined in certain
Commodity Futures Trading Commission regulations, may be excluded in computing
this 5% limitation. The Combined Statement of Additional Information should be
consulted for a fuller description of the special risks relating to futures
contracts and options.

MANAGING FOREIGN EXCHANGE RISK. Investors in non-U.S. dollar securities
may "hedge" their exposure to potentially unfavorable currency changes by
purchasing a contract to exchange one currency for another on some future date
at the present prevailing exchange rate. In certain circumstances, a "proxy
currency" may be substituted for the currency in which the investment is
denominated, a strategy known as "proxy hedging." In such a case, the amount of
the foreign currency to be sold may exceed the value of the Fund's securities
denominated in such currency. The Fund may also maintain a net exposure to
forward contracts in excess of the value of the Fund's assets to which the
forward contracts relate in order to avoid excess transactions and transaction
costs. In either case, any such excess amount must be "covered" by liquid
securities, denominated in any currency, at least equal at all times to the
amount of such excess. Although foreign currency transactions will be used
primarily to protect the Fund's foreign securities from adverse currency
movements, they involve the risk that anticipated currency movements will not be
accurately predicted and the Fund's total return could be adversely affected as
a result. As an OPERATING POLICY, the Fund will normally conduct its foreign
exchange transactions in cash or by entering into forward currency contracts
(not exceeding 20% of net assets) expiring in less than one year.

17
<PAGE> 60

to enforce its rights thereto; (b) possible subnormal levels of income and lack
of access to income during this period; and (c) expenses of enforcing its
rights.

3. THE TRUST AND THE FUND

ORGANIZATION OF THE TRUST AND THE FUND

HOW ARE THE TRUST AND THE FUND ORGANIZED?

The Fund is a separate investment portfolio or series of shares of the
Trust, which became available to investors on June 27, 1994. The Fund is the
only Trust portfolio currently available. This prospectus relates to the
Institutional Service Shares of the Fund. (See "Other Classes of Shares" in this
prospectus.) The Institutional Service Shares are designed to meet the specific
and unique needs of very high net worth individuals and institutional investors,
such as: plan sponsors of both public and corporate defined benefit, defined
contribution, profit sharing, 401(k) and other savings and/or retirement type
plans; endowments, foundations and other eleemosynary institutions; banks and
trust companies; investment advisory and asset

18
<PAGE> 61

management firms; third-party non-transactional fee fund programs; and other
similar types of institutions and/or programs, either investing directly for
their own accounts or for the accounts of others.

WHAT IS MEANT BY "SHARES"?

DOES THE TRUST HAVE ANNUAL SHAREHOLDER MEETINGS?

As of September 16, 1996, The Union Central Life Insurance Company was a
"control person" of the Fund by virtue of its ownership of the Institutional
Service Shares of the Fund. Pursuant to the Investment Company Act of 1940, as
amended (the "1940 Act"), a "control person" possesses the ability to control
the outcome of matters submitted for shareholder vote.

MANAGEMENT OF THE TRUST AND THE FUND

HOW ARE THE TRUST AND THE FUND MANAGED?

Trustees. Under Massachusetts law and the Trust's Declaration of Trust and
By-Laws, the business and affairs of the Trust are managed under the direction
of its Trustees.

Investment Management. First Summit Capital Management ("FSCM" or the
"Adviser"), a joint venture having its principal offices at 1876 Waycross Road,
Cincinnati, OH 45240, is the investment adviser to the Fund. FSCM was organized
on January 4, 1994, principally for purposes of sponsoring and managing the

19
<PAGE> 62

Trust pursuant to a Joint Venture Agreement (the "Joint Venture Agreement")
between Carillon Advisers, Inc. ("Carillon"), an Ohio corporation, and Freeman
Holding Company, Inc. ("Freeman"), a Delaware corporation. Under the Joint
Venture Agreement, Carillon serves as the general manager of the Adviser and is
responsible for maintaining its books of account and other financial records and
for preparing its quarterly financial statements. Carillon has full authority to
act on behalf of the Adviser except with respect to matters involving single
commitments in excess of $10,000 which must be approved by both Carillon and
Freeman. Each of Carillon and Freeman is authorized to appoint two
representatives ("Representative(s)") to serve, in effect, as officers of the
Adviser. Carillon is a wholly-owned subsidiary of The Union Central Life
Insurance Company ("Union Central Life"), an Ohio mutual insurance company.
Freeman is the parent corporation of Freeman Securities Company, Inc., a New
Jersey corporation which is registered as a broker-dealer under the Securities
Exchange Act of 1934 (the "1934 Act") and a member of the NASD. The Adviser is
registered under the Investment Advisers Act of 1940.

THE ADVISORY AGREEMENT

20
<PAGE> 63

THE ADVISORY FEE

21
<PAGE> 64

performance for the fiscal year ended May 31, 1996, pursuant to the performance
schedule above. Under the provisions of the Advisory Agreement, the Adviser is
entitled to receive one-twelfth of the performance-related portion of the fee
computed for the preceding twelve-month period. At the present time, the Adviser
has agreed to waive a portion of its advisory fee so as to confine the Fund's
total expenses to 1.60%.

THE SUB-ADVISER

THE SUB-ADVISORY AGREEMENT

The Sub-Adviser serves pursuant to an Investment Sub-Advisory Agreement
with the Adviser dated September 18, 1996 (the "Sub-Advisory Agreement").

Under the Sub-Advisory Agreement, Carillon provides, subject to the
Adviser's direction, a portion of the investment advisory services for which the
Adviser is responsible pursuant to the Advisory Agreement relating to the Fund.
The Sub-Adviser provides investment research and advice with respect to
securities and investments and cash equivalents to the Fund. Research services
provided by the Sub-Advisor include information, analytical reports, computer
screening studies, statistical data and factual resumes pertaining to high yield
securities. Such supplemental research may be subject to additional analysis by
the Adviser.

22
<PAGE> 65

vote of a majority of the Trustees of the Trust who are not parties to the
Sub-Advisory Agreement or "interested persons" (as such term is defined in the
1940 Act) thereof, cast in person at a meeting called for the purpose of voting
on such approval.

Prior to the implementation of the Sub-Advisory Agreement, the Adviser had
entered into a Investment Service Agreement (the "Service Agreement") with the
Trust and Union Central Life, which permitted the Adviser to have access to and
to utilize Union Central Life's advisory personnel, administrative services,
supplies and equipment in the performance of its advisory services and functions
under the Advisory Agreement. In consideration for such services, the Adviser
paid Union Central Life for the costs, direct or indirect, fairly attributable
thereto, but in no event less than $65,000 per year or such other amount as was
agreed to by the Adviser and Union Central Life. For the fiscal year ended May
31, 1996, the Adviser paid Union Central Life $65,000 pursuant to the Service
Agreement. The Service Agreement was terminated on September 18, 1996.

MANAGEMENT-RELATED SERVICES

BISYS SERVICE AGREEMENTS. The Trust has entered into three
management-related service agreements with affiliates of BISYS Fund Services,
Inc., a Delaware corporation which is a wholly-owned subsidiary of The BISYS
Group, Inc. BISYS Fund Services, Limited Partnership ("BISYS Fund Services"), an
Ohio limited partnership of which BISYS Fund Services, Inc. is the General
Partner, serves as Administrator of the Fund (the "Administrator"). BISYS Fund
Services Ohio, Inc. ("BISYS"), an Ohio corporation and also a wholly-owned
subsidiary of The BISYS Group, Inc., serves as Fund Accountant (the "Fund
Accountant") and additionally as the Trust's transfer and dividend disbursing
agent (the "Transfer Agent"). BISYS Fund Services acts also as the Fund's
Distributor or principal underwriter (the "Distributor") (see "Distribution
Expenses -- The Distributor").

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<PAGE> 66

ADMINISTRATOR. Pursuant to a Management and Administration Agreement with
the Trust (the "Administration Agreement"), the Administrator, BISYS Fund
Services, subject to the direction and control of the Trustees, supervises all
aspects of the operation of the Fund except those performed by the Fund's
Adviser, custodian, Transfer Agent and Fund Accountant pursuant to their
respective agreements with the Trust. The Administrator is obligated to:
maintain office facilities for the Trust; furnish statistical and research data,
clerical and certain bookkeeping services, and stationery and office supplies;
prepare periodic reports to the SEC on Form N-SAR; assist the Trust or its
designee in the preparation of, and file, the Fund's federal and state tax
returns; assist the Trust in preparing Annual and Semi-Annual Reports to
Shareholders and its Registration Statements; and keep and maintain certain
financial accounts and records of the Fund. Partners, officers or employees of
the Administrator may serve as officers or employees of the Trust, and those who
do so will be compensated by the Administrator.

FUND EXPENSES

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<PAGE> 67

fees; certain insurance premiums; auditing and legal fees and expenses; fund
accounting fees including pricing of portfolio securities; costs of maintenance
of legal existence; typesetting and printing prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund; costs of
Trustees' and shareholders' reports and meetings; and any extraordinary
expenses.

LIMITATION ON FUND EXPENSES. If in any fiscal year the aggregate expenses
of the Fund (as defined under the securities regulations of any state having
jurisdiction over the Trust) exceed the expense limitations of any such state,
each of the Adviser and the Administrator will reimburse the Fund for a portion
of such excess expenses, such portions being allocated in accordance with the
ratio of the fees otherwise payable to each of the Adviser and the Administrator
by the Fund under the Advisory and Administration Agreements, respectively. In
the event one of the two agreements is not in effect, the party to the other
agreement will reimburse the Fund for all excess expenses. The expense
reimbursement obligation of each of the Adviser and the Administrator is limited
for any fiscal year to the amount of its fees for such fiscal year, unless
required otherwise under applicable state securities regulations. Presently, the
most restrictive expense ratio limitation imposed by any state is 2.5% of the
first $30 million of the Fund's average daily net assets, 2% of the next $70
million of such assets and 1.5% of net assets in excess of $100 million.
Excluded from the computation of expenses are taxes, portfolio brokerage
commissions, interest, certain litigation and indemnification expenses,
extraordinary expenses and certain distribution expenses.

NET ASSET VALUE

The net asset value of Fund shares is determined once daily as of the close
of regularly scheduled trading (normally 4:00 p.m., Eastern Standard Time) on
the New York Stock Exchange (the "Exchange"), Monday through Friday, except that
no determination is required on: (i) days on which the Exchange is closed or on
which changes in the value of the Fund's securities holdings will not materially
affect the current net asset value of the shares of the Fund; (ii) days during
which no shares of the Fund are tendered for redemption and no order to purchase
or sell such shares is received by the Fund; or (iii) the following business
holidays or the days on which such holidays are observed by the Exchange: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. Generally, trading in non-U.S.
securities, as well as U.S. Government securities and money market instruments,
is substantially completed each day at various times prior to the close of
regularly scheduled trading of the Exchange. The values of such securities used
in computing the net asset value of Fund shares are generally determined as of
such times.

25
<PAGE> 68

service or services in determining the net asset value of the Fund. Debt
securities with a remaining maturity of 60 days or less are valued on an
amortized cost basis, which the Trustees have determined reflects fair value.

The different expenses borne by each class of shares will result in
different net asset values and dividends. The per share net asset value of the
Summit High Yield Shares class will generally be lower than that of the Summit
High Yield Institutional Service Shares class of the Fund because of the higher
expenses borne by the shareholders of the Summit High Yield Shares class. It is
expected, however, that the net asset value per share of the two classes will
tend to converge immediately after the payment of dividends, which will differ
by approximately the amount of the service expense differential between the
classes.

DISTRIBUTION EXPENSES

DISTRIBUTION PLAN. The Fund is authorized under the Trust's Distribution
and Shareholder Service Plan (the "Plan"), adopted pursuant to Rule 12b-1 (the
"Rule") under the 1940 Act, on behalf of the Institutional Service Shares, to
use its assets to finance certain activities relating to the distribution of
Institutional Service Shares to investors. The Plan is a "compensation" plan
providing for the payment of a fixed percentage of the Institutional Service
Shares' average net assets to finance distribution expenses. Under the Plan, the
Fund pays monthly to BISYS Fund Services, as its principal underwriter, a
distribution fee which may not exceed, on an annual basis, 0.25% of the
Institutional Service Shares' average daily net assets.

The Plan authorizes BISYS Fund Services to use the distribution fee to pay,
or reimburse expenses incurred by, banks, broker-dealers and other institutions
which, pursuant to agreements with the Distributor, provide distribution
assistance and/or shareholder services including, but not limited to, printing
and distributing prospectuses to persons other than shareholders in the
Institutional Service Shares, printing and distributing advertising and sales
literature and reports to shareholders used in connection with selling the
Institutional Service Shares, furnishing personnel and communications equipment
to service shareholder accounts and prospective shareholder inquiries. Such
services may be performed by the Distributor or any of its affiliates.

26
<PAGE> 69

The Plan may not be amended so as to materially increase the amount of the
distribution fee unless the amendment is approved by a vote of at least a
majority of the outstanding voting securities of the Summit High Yield
Institutional Service Shares class. In addition, no material amendment may be
made unless approved by the Trustees in the manner described above for Trustee
approval of the Plan.

UNDERSTANDING PERFORMANCE INFORMATION

Advertisements for the Fund may include aggregate or average annual total
return figures, which may be compared with various indices, other performance
measures, or other mutual funds.

27
<PAGE> 70

Further information about the performance of the Summit High Yield
Institutional Service Shares class of the Fund is included in the Fund's Annual
Report dated May 31, 1996, which may be obtained without charge by contacting
the Fund at 1-800-272-3442.

4. INVESTING WITH SUMMIT INVESTMENT TRUST

HOW TO PURCHASE INSTITUTIONAL SERVICE SHARES

Institutional Service Shares of the Fund are offered continuously for sale
directly through the Distributor, BISYS Fund Services, or through securities
dealers and banks which have established dealer agreements with the Distributor.
You are encouraged to consult a registered financial representative for
assistance in making an investment selection.

The initial purchase of Institutional Service Shares must be at least
$100,000. For purchases made in connection with 401(k) plans, 403(b) plans and
other employer-sponsored, qualified retirement plans, as well as "wrap" type
programs, non-transactional fee fund programs and other types of institutions,
the minimum initial investment amount may be waived.

NOTE: The Fund is eligible as a vehicle for a wide range of retirement plans
for individuals and institutions, including large and small businesses: IRAs,
SEP-IRAs, Keoghs (profit sharing, money purchase pension), 401(k), and 403(b)
plans. For information on retirement plans, please consult your broker-dealer.

GENERAL METHODS OF PURCHASING SHARES

By Mail. To make an initial account purchase, mail a check made or money
order payable to "Summit High Yield Fund" with a completed "Institutional"
Account Registration Form (copy enclosed with this prospectus) to:

Summit Investment Trust
Dept. L-1358
Columbus, OH 43260-1358

To purchase additional Institutional Service Shares for an existing
account, please note your account number on the check or money order and return
it with an account investment slip to the above address. "Institutional" Account
Registration and other account forms may be obtained by calling the Trust at
1-800-272-3442.

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<PAGE> 71

By Federal Funds Wire. Institutional Service Shares may be purchased by
wire transfer. To obtain instructions for Federal Funds Wire purchases,
including the bank account number into which funds are to be wired, please
contact the Trust at 1-800-272-3442.

Through a Securities Dealer. You may purchase Institutional Service Shares
by contacting a securities dealer having a selected dealer agreement or selling
agreement with the Distributor.

Orders for Institutional Service Shares of the Fund will be assigned the
next closing price after receipt of the order by the Distributor. The securities
dealer is responsible for transmitting such orders promptly to the Distributor.
If the securities dealer fails to do so, the investor's right to that day's
closing price must be settled between the investor and the dealer.

SHARE PRICE

The public offering price of the Shares of the Class is the net asset value
per share (next determined following receipt of an order).

SHAREHOLDER SERVICES

TRANSFER OF SHARES

Shareholders may transfer Institutional Service Shares to family members
and others at any time. Shareholders should consult their tax advisor concerning
such transfers.

REDEMPTION OF SHARES

Shareholders may redeem Institutional Service Shares in any amount and at
any time at the Class' net asset value next determined after the request for
redemption is received in proper order by the Fund. The Fund will normally send
the proceeds on the next business day, but if making immediate payment could
adversely affect the Fund, it may take up to seven days for payment to be made.
If the Institutional Service Shares to be redeemed were purchased by check or
Automated Clearing House funds, redemption proceeds will be sent upon clearance
of the purchase which may involve a delay for 15 days or more. Such delay may be
avoided if shares are purchased by wire transfer of federal funds.

EXCHANGE PRIVILEGES

Institutional Service Shares of the Fund may be exchanged for shares of two
no-load money market portfolios of The ARCH Fund, Inc., namely, the ARCH Money
Market Portfolio and the ARCH Treasury Money Market Portfolio (the "Money Market
Funds"). The ARCH Fund, Inc. is an investment company for which BISYS Fund
Services also serves as the distributor. Exchanges are not currently permitted
between classes of shares of the Fund. Exchanges are regarded as sales for
federal and state income tax purposes and could result in a gain or loss,
depending on the original cost of shares exchanged. The terms of the foregoing
exchange privilege are subject to change and the privilege may be terminated on
60 days' written notice to shareholders. The exchange privilege is only
available where the exchange may legally be made.

29
<PAGE> 72

GENERAL METHODS OF REDEEMING SHARES

By Mail. You may redeem Institutional Service Shares by mail by sending a
written request for the redemption to the Transfer Agent at 3435 Stelzer Road,
Columbus, OH 43219. The Transfer Agent may require a signature guarantee by an
eligible guarantor institution. For purposes of this policy, the term "eligible
guarantor institution" shall include banks, brokers, dealers, credit unions,
securities exchanges and associations, clearing agencies and savings
associations as those terms are defined in Rule 17Ad-15 under the 1934 Act. The
Transfer Agent reserves the right to reject any signature guarantee if: (i) it
has reason to believe that the signature is not genuine; (ii) it has reason to
believe that the transaction would otherwise be improper; or (iii) the guarantor
institution is a broker or dealer that is neither a member of a clearing
corporation nor maintains net capital of at least $100,000. The signature
guarantee requirement will be waived if all of the following conditions apply:
(i) the redemption check is payable to the shareholder(s) of record; and (ii)
the redemption check is mailed to the shareholder(s) at the address of record or
the proceeds are either mailed or wired to a commercial bank account previously
designated on the account registration form. There is no charge for having
redemption requests mailed to a designated bank account.

Through a Securities Dealer. You may sell your Institutional Service
Shares by contacting a securities dealer having a dealer or selling agreement
with the Distributor. (See "General -- Repurchase of Shares" in the Combined
Statement of Additional Information for more details.) The dealer may assess a
nominal fee for this service.

MINIMUM ACCOUNT BALANCE

REDEMPTION-IN-KIND

The Trustees reserve the right to redeem proceeds in whole or in part by a
distribution in kind of marketable securities held by the Fund. See
"General -- Redemption-in-Kind" in the Combined Statement of Additional
Information for more details.

ADDITIONAL SHAREHOLDER PRIVILEGES

CERTAIN PRIVILEGES LISTED IN THIS SECTION MAY NOT BE OFFERED BY THE FUND IF
YOU HOLD INSTITUTIONAL SERVICE SHARES WITH THE FUND IN THE "STREET NAME" OF A
FINANCIAL INSTITUTION, OR IF THE ACCOUNT IS NETWORKED THROUGH NATIONAL
SECURITIES CLEARING CORPORATION (NSCC).

AUTOMATIC WITHDRAWAL PLAN

You may establish a plan for redemptions to be made automatically at
monthly or quarterly intervals with payments sent directly to you or to persons
designated by you as recipients of the withdrawals. Requests for this service
not made on the initial application require signature guarantees unless the
payments are to be made to you and mailed to the address of record on your
account. You are required to maintain a minimum account value of $10,000 at all
times, and the minimum withdrawal amount is $100.

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<PAGE> 73

TELEPHONE TRANSACTIONS

Telephone Exchanges. You may authorize your account for telephone
exchanges by completing the appropriate portion of the Account Registration
Form. By electing this option you may exchange Institutional Service Shares of
the Fund by calling the Fund. Requests will be processed on the same day as
receipt of the telephone call if the request is made before the close of
regularly scheduled trading on the Exchange (normally, 4:00 p.m. Eastern
Standard Time).

Telephone Redemptions. You may request the option to redeem Institutional
Service Shares by telephone by completing the appropriate portion of the Account
Registration Form. In order to obtain that day's closing net asset value on the
redemption, the telephone call must be received by the Trust prior to the close
of regularly scheduled trading on the Exchange (normally, 4:00 p.m. Eastern
Standard Time).

Payment for Institutional Service Shares will be made by federal wire or by
mail as specified by you on the Application. Payment will normally be sent on
the business day following the date of receipt of the request. Payment by wire
to your bank account must be in amounts of $1,000 or more. Although the Fund
does not assess a charge for wire transfers, your bank may assess a charge for
the transaction. Payments by mail may only be sent to your account address of
record and may only be payable to the registered owner(s).

DISTRIBUTIONS AND TAXES

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS:

The Fund declares and pays income dividends monthly. If the Fund has net
capital gains (after subtracting any capital losses) they are declared and paid
at least annually. Dividend and capital gain

31
<PAGE> 74

distributions are reinvested in additional Institutional Service Shares unless
you select another option on your Account Registration Form.

TAX INFORMATION:

You should be aware of the possible tax consequences when the Fund makes a
distribution to your account, or when you sell Institutional Service Shares. In
addition to federal taxes, you may also be subject to state taxes. No attempt is
here made to discuss state tax consequences, and accordingly you should consult
your own tax adviser. Note: The following summary does not apply to retirement
accounts, such as IRAs or Keoghs, which are tax-deferred until you withdraw
money from them.

TAXES ON FUND DISTRIBUTIONS. In January, the Trust will send you
information indicating the federal tax status of dividends and capital gain
distributions in your Fund account.

Distributions are taxable whether reinvested in additional Institutional
Service Shares or received in cash.

BUYING A DIVIDEND. On the record date for a distribution from capital
gains, the Fund's share price is reduced by the amount of the distribution. If
Institutional Service Shares are bought immediately before the record date
("buying a dividend"), you will pay the full price for the Institutional Service
Shares. You will receive a portion of the Institutional Service Shares' price
back as a taxable distribution. A similar result may occur with regard to
distributions from net income.

TAXES ON YOUR FUND TRANSACTIONS. When you sell Institutional Service
Shares of the Fund, you may realize a gain or loss. An exchange from one fund to
another is treated as a sale for tax purposes. In January, the Trust will send
you information indicating the date and amount of each sale of Institutional
Service Shares of the Fund that you made during the prior year. A copy is filed
with the IRS.

You may calculate the cost basis of the Institutional Service Shares of the
Fund you sold using the average cost of the Institutional Service Shares or
other methods acceptable to the IRS, such as "specific identification." To help
you maintain accurate records, we send you a confirmation immediately following
each transaction you make and a year-end statement detailing all your
transactions during the year.

At year-end the Trust will also send you any additional information you
need to determine your taxes, such as the sources of Fund income.

OBTAINING INFORMATION ON YOUR INVESTMENT

CONFIRMATION OF SHARE TRANSACTIONS AND DIVIDEND PAYMENTS

32
<PAGE> 75

transactions made as a result of an Automatic Withdrawal Plan or an Automatic
Investment Plan. Shareholders may rely on these statements in lieu of
certificates. Certificates representing Institutional Service Shares will not be
issued.

SHAREHOLDER INQUIRIES

OTHER CLASSES OF SHARES

In addition to offering the Institutional Service Shares, the Fund also
offers the Summit High Yield Shares class, which is described in a separate
prospectus relating to that class of shares and is available for purchase by
retail investors. Shares of the Summit High Yield Shares class are subject to a
front-end sales charge and a 12b-1 fee, which may affect the performance of the
class. To obtain a prospectus for the class, or to obtain other information,
contact BISYS Fund Services by writing to the address or by calling the
telephone number listed on the cover of this prospectus.

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<PAGE> 76

APPENDIX I

BOND RATINGS

MOODY'S CORPORATE BOND RATINGS

Aa - Bonds 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 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.

Baa - Bonds 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.

Caa - Bonds 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.

Moody's also supplies numerical indicators 1, 2, 3 to rating categories.

STANDARD & POOR'S CORPORATE BOND RATINGS

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

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<PAGE> 77

Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within major rating
categories.

FITCH'S CORPORATE BOND RATINGS

35
<PAGE> 78

CCC - Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC - Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C - Bonds are in imminent default in payment of interest or principal.

DDD, DD and D - Bonds are in default on interest and/or principal payments.
Such bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus and minus signs are used with a rating symbol to indicate the relative
position of a credit within the rating category. Plus and minus signs, however,
are not used in the AAA category.

APPENDIX II

DESCRIPTION OF THE SALOMON BROTHERS HIGH YIELD MARKET INDEX

36
<PAGE> 79

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
RISK FACTORS - SPECIAL SUMMARY................ 2
1. ABOUT THE SUMMIT HIGH YIELD FUND......... 4
Transaction Costs and Fund Expenses...... 4
Financial Highlights..................... 6
Fund and Market Characteristics/Risk
Factors.................................. 7

2. INVESTMENT POLICIES, PRACTICES AND
RISKS.................................... 8
Types of Portfolio Securities............ 9
Types of Fund Management Practices....... 15

3. THE TRUST AND THE FUND................... 18
Organization of the Trust and the Fund... 18
Management of the Trust and the Fund..... 19
Management-Related Services.............. 23
Fund Expenses............................ 24
Net Asset Value.......................... 25
Distribution Expenses.................... 26
Understanding Performance Information.... 27

4. INVESTING WITH SUMMIT INVESTMENT TRUST... 28
How to Purchase Institutional Service
Shares................................... 28
General Methods of Purchasing Shares..... 28
Share Price.............................. 29
Shareholder Services..................... 29
General Methods of Redeeming Shares...... 30
Additional Shareholder Privileges........ 30
Distributions and Taxes.................. 31
Obtaining Information on Your
Investment............................... 32
Other Classes of Shares.................. 33

APPENDIX I -- Bond Ratings.................... 34

APPENDIX II -- Description of The Salomon
Brothers High Yield Market
Index....................... 36
</TABLE>

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

DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

-------------------------------------------------
INSTITUTIONAL
[SUMMIT LOGO]

MANAGED BY
FIRST SUMMIT CAPITAL MANAGEMENT

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

SUMMIT HIGH YIELD FUND
INSTITUTIONAL
SERVICE SHARES

CLASS

-------------------------------------------------
PROSPECTUS AS OF OCTOBER 1, 1996,

AS SUPPLEMENTED ON OCTOBER 31, 1996
<PAGE> 80
SUMMIT INVESTMENT TRUST

Summit High Yield Fund

Supplement to Statement of Additional Information dated October 1, 1996

Under the heading "Total Return Performance" on page 49 of the
Statement of Additional Information, please delete the last two sentences of
the second paragraph and replace with the following:

The aggregate total return, after the deduction of the front-end sales
charge for the same period, for the Summit High Yield Shares class was 14.88%
and 5.03%, respectively. Based on the foregoing calculation, the aggregate
total return for the period from January 19, 1996 through May 31, 1996 for the
Summit High Yield Institutional Service Shares class 20.16%. Pursuant to
applicable regulation, total return may be shown for the Summit High Yield
Institutional Service Shares class for periods prior to the commencement of
operations of the class, by taking the performance of the Summit High Yield
Shares class and adjusting it to reflect the elimination of the front-end
sales charge. However, for those periods prior to commencement of operations,
no adjustment would be permitted to be made to eliminate the impact of
Rule 12b-1 payments, and performance would have been affected had such
adjustments been made.

October 31, 1996