PARAGON PORTFOLIO
Prospectus and Statement of Additional Information supplement
dated January 2, 1996 to Prospectus and Statement of Additional
Information of Paragon Treasury Money Market Fund, Paragon Short-
Term Government Fund, Paragon Intermediate-Term Bond Fund,
Paragon Value Growth Fund, Paragon Value Equity Income Fund and
Paragon Gulf South Growth Fund dated March 30, 1995 and
Prospectus and Statement of Additional of Paragon Power
Intermediate-Term Bond Portfolio, Paragon Power Value Growth
Portfolio, Paragon Power Value Equity Income Portfolio and
Paragon Power Gulf South Growth Portfolio dated July 31, 1995.
Appointment of Banc One Investment Advisors Corporation as
Investment Advisors to Paragon Treasury Money Market Fund,
Paragon Short-Term Government Fund, Paragon Intermediate-Term
Bond Fund, Paragon Value Growth Fund, Paragon Value Equity Fund,
Paragon Gulf South Growth Fund, Paragon Power Intermediate-Term
Bond Portfolio, Paragon Power Value Growth Portfolio, Paragon
Power Value Equity Income Portfolio and Paragon Power Gulf South
Growth Portfolio (the"Funds").
On December 20, 1995, shareholders of each fund authorized
the funds to enter into an investment advisory agreement with
Banc One Investment Advisors Corporation (the "Investment
Advisor"). This agreement becomes effective on January 2, 1996,
but only if Premier Bancorp, Inc. is acquired by Banc One
Corporation by that date. If Premier Bancorp, Inc. is acquired
by Banc One Corporation Investment Advisors at a date later than
January 2, 1996, the investment advisory agreement will become
effective as of that date.
The investment advisory agreement provides for compensation to
the Investment Advisor at the same rate as was previously paid to
Premier Investment Advisor, Inc. by each Fund in the attached
Prospectus. In addition, the Investment Advisor has entered into
a Sub-Investment Advisory Agreement with Goldman Sachs Asset
Management on behalf of the Paragon Treasury Money Market Fund,
having the same terms as the agreement described in the
Prospectus.
