JEFFERSON FUND GROUP TRUST
N-30D, 1996-06-28
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                     (JEFFERSON GROWTH & INCOME FUND LOGO)
                               SEMI-ANNUAL REPORT
                                 APRIL 30, 1996

                                                                       June 1996
Dear Fellow Shareholders,

  I am pleased to report that since our first fiscal year end of October 31,
1995, the net asset value of Class A shares has grown from $10.04 to $10.55 and
the net asset value of Class B shares has grown from $10.03 to $10.52 as of
April 30, 1996. In addition, shareholders received quarterly dividends of $.074
and $.065 on Class A shares, and $.055 and $.051 on Class B shares.

  The Fund has also enjoyed substantial growth in assets since our last report.
At October 31, 1995, fund assets totalled $1.4 million. Assets have grown during
the last six months to over $2.6 million, an increase of over 85% for the
period.

  As you can see from the schedule of investments contained inside this report,
we continue to own a wide range of quality companies. Our equity exposure has
risen since the last report from about 37% of the portfolio to about 55% of the
portfolio at the end of the period. The balance of the portfolio contains high
quality corporate bonds, notes and money market instruments.

  Six months ago we voiced some concern about the possibility of a corporate
earnings slowdown and the potential negative effect that could have on share
values. Since then, analysts have been revising more earnings estimates downward
than upward. In addition, since the beginning of the year long term interest
rates have risen nearly one percent from 5.9% to 6.9%. A continued rise in long
term interest rates could potentially add additional risk in what seems, by most
historic measures, to be an overvalued market. This situation continues to keep
the structure of our portfolio defensive.

  Uniplan, Inc., the investment adviser to the Fund, uses a disciplined
investment approach when selecting stocks. Since our last report, a number of
new stock opportunities have been added to the Fund portfolio. The most
significant expansion of holdings was in the domestic energy sector. We remain
confident that the disciplined approach will continue to deliver exciting
investment opportunities with superior long-term risk adjusted returns while
minimizing portfolio risk.

Sincerely,

/s/ Richard Imperiale

Richard Imperiale
Chairman

STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1996 (UNAUDITED)
ASSETS:
  Investments, at value (cost $2,824,765)                          $2,891,513
  Income receivable                                                    11,814
  Receivable for shares issued                                          3,164
  Organization costs, net of accumulated amortization                  64,163
  Other assets                                                          1,230
                                                                   ----------
  Total Assets                                                      2,971,884
                                                                   ----------
LIABILITIES:
  Payable to Distributor                                               58,583
  Payable for securities purchased                                    249,254
  Call options written, at value (Premiums received $2,029)
  See accompanying schedule                                             3,375
  Accrued expenses                                                     37,684
  Other                                                                 1,225
                                                                   ----------
  Total Liabilities                                                   350,121
                                                                   ----------
NET ASSETS                                                         $2,621,763
                                                                   ----------
                                                                   ----------
NET ASSETS CONSIST OF:
  Capital stock                                                    $2,521,665
  Undistributed net investment income                                   5,293
  Undistributed accumulated net realized gains on investments          29,403
  Unrealized net appreciation on investments                           65,402
                                                                   ----------
  Total Net Assets                                                 $2,621,763
                                                                   ----------
                                                                   ----------
CLASS A:
  Net assets                                                       $2,380,649
  Shares outstanding (unlimited number issued)                        225,617
  Net asset value and redemption price per share                       $10.55
                                                                   ----------
                                                                   ----------
  Maximum offering price per share                                     $11.16
                                                                   ----------
                                                                   ----------
CLASS B:
  Net assets                                                         $241,114
  Shares outstanding (unlimited number issued)                         22,923
  Net asset value and offering price per share                         $10.52
                                                                   ----------
                                                                   ----------
  Redemption price per share, assuming maximum
    contingent deferred sales charge                                    $9.99
                                                                   ----------
                                                                   ----------
See notes to the financial statements.

STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)

INVESTMENT INCOME:
   Dividend income                                           $15,008
   Interest income                                            25,178
                                                           ---------
                                                              40,186
EXPENSES:
   Investment advisory fees                                    6,061
   Administration fees                                        17,945
   Shareholder servicing and accounting costs                 30,418
   Distribution fees -- Class A                                2,526
   Distribution fees -- Class B                                  725
   Custody fees                                                5,011
   Federal and state registration fees                         2,590
   Professional fees                                           9,227
   Reports to shareholders                                     4,986
   Amortization of organization costs                          1,416
   Trustees' fees and expenses                                 2,731
   Other                                                       2,039
                                                          ----------
   Total expenses before waiver and reimbursement             85,675
      Less:  Waiver of expenses and reimbursement
         from Distributor                                   (73,333)
                                                          ----------
      Net Expenses                                            12,342
                                                          ----------
NET INVESTMENT INCOME                                         27,844
                                                          ----------
REALIZED AND UNREALIZED GAIN (LOSS):
   Net realized gain on investments                           29,403
   Change in unrealized appreciation on investments           64,598
                                                           ---------
      Net gain on investments                                 94,001
                                                           ---------
NET INCREASE IN NET
ASSETS RESULTING FROM OPERATIONS                            $121,845
                                                           ---------
                                                           ---------

See notes to the financial statements.

STATEMENT OF CHANGES IN NET ASSETS

                                              (UNAUDITED)
                                              SIX MONTHS SEPTEMBER 1, 1995 1<F1>
                                               ENDED            THROUGH
                                           APRIL 30, 1996    OCTOBER 31, 1995
                                          ---------------   -----------------
OPERATIONS:
  Net investment income                           $27,844              $5,050
  Net realized gain on investments                 29,403                  --
  Change in unrealized appreciation
   on investments                                  64,598                 804
                                               ----------          ----------
  Net increase in net assets resulting
   from operations                                121,845               5,854
                                               ----------          ----------
CAPITAL SHARE TRANSACTIONS:
  Shares sold                                   1,210,917           1,406,112
  Shares issued to owners in reinvestment
   of dividends                                    27,358                  --
                                               ----------         -----------
                                                1,238,275           1,406,112
  Shares redeemed                               (122,723)                  --
                                              -----------         -----------
  Net Increase                                  1,115,552           1,411,966

DISTRIBUTIONS TO SERIES A SHAREOWNERS:
  From net investment income                     (25,454)                  --
  From net realized gains                             --                   --

DISTRIBUTIONS TO SERIES B SHAREOWNERS:
  From net investment income                      (2,146)                  --
  From net realized gains                             --                   --

TOTAL INCREASE  IN NET ASSETS                   1,209,797                  --

NET ASSETS:
Beginning of period                             1,411,966                  --
                                              -----------         -----------
End of period (including undistributed net
  investment income of $5,293
   and $5,050, respectively)                   $2,621,763          $1,411,966
                                              -----------         -----------
                                              -----------         -----------
1 <F1>Commencement of operations.

See notes to the financial statements.

FINANCIAL HIGHLIGHTS
                                                            SEPTEMBER 1,
                                           (UNAUDITED)        1995 1<F2>
                                         SIX MONTHS ENDED     THROUGH
                                         APRIL 30, 1996   OCTOBER 31, 1995
                                        ----------------  -----------------
                                       CLASS A     CLASS B CLASS A  CLASS B
                                       -------     ------- -------  -------
Per share data:
  Net asset value, beginning of period $10.04      $10.03  $10.00    $10.00

Income from investment operations:
  Net investment income                  0.12        0.09    0.04      0.03
  Net realized and unrealized
   gains on securities                   0.53        0.51      --        --
                                       ------      ------  ------    ------
  Total from investment operations       0.65        0.60    0.04      0.03

Less Distributions:
  Dividends from net investment income  (0.14)      (0.11)     --        --
  Distributions from capital gains         --          --      --        --
                                      -------      ------  ------    ------
  Total distributions                   (0.14)      (0.11)     --        --
                                                                     
Net asset value, end of period         $10.55      $10.52  $10.04    $10.03
                                      -------      ------ -------    ------
                                      -------      ------ -------    ------
Total Return 2,<F3>3<F4>                6.50%       5.96%   0.40%     0.30%
Supplemental data and ratios:
  Net assets, in thousands,
    end of period                      $2,381        $241  $1,279      $133
  Ratio of net expenses to average
    net assets4<F5>                     1.15%       1.90%   1.15%     1.90%
  Ratio of net investment income
    to average net assets 4<F5>         2.82%       2.11%   3.09%     2.59%
  Portfolio turnover rate              55.42%5<F6> 55.42%5<F6>--6<F9>   --6<F9>
  Average commission rate              $.1061      $.1061     --        --

1 <F2>Commencement of operations.
2 <F3>Not annualized.
3 <F4>The total return calculation does not reflect the 5.5% front end sales
 charge for Class A or the 5% CDSC on Class B.
4 <F5>Annualized.
5 <F6>Portfolio turnover is calculated on the basis of the Fund as a whole 
without distinguishing between the classes of shares issued.
6 <F9>During this period, there were no sales of securities.

See notes to the financial statements.

SCHEDULE OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)

 NUMBER
OF SHARES                                                               VALUE
- ---------                                                              ------

          COMMON STOCKS -- 55.2%*<F7>
          AUTO PARTS -- 1.1%*<F7>
  1,000   Exide Corporation                                           $28,125
                                                                      -------

          BANK & BANK HOLDING COMPANIES -- 1.5%*<F7>
  1,000   KeyCorp                                                      38,625
                                                                      -------

          BIO-TECHNOLOGY -- 0.5%*<F7>
  2,200   Interpore International+<F8>                                 13,750
                                                                      -------

          BUSINESS - MACHINES & SOFTWARE -- 3.7%*<F7>
  1,000   Honeywell, Inc.                                              52,625
    900   Pitney-Bowes, Inc.                                           43,875
                                                                      -------
                                                                       96,500
                                                                      -------

          BUSINESS SERVICES -- 1.3%*<F7>
  1,000   Deluxe Corporation                                           35,000
                                                                      -------

          COMMUNICATIONS & MEDIA -- 1.2%*<F7>
  1,000   New York Times Co.- Class A                                  32,500
                                                                      -------

          CONSUMER DURABLE -- 2.3%*<F7>
    800   Eastman Kodak Company                                        61,200
                                                                      -------

          ELECTRIC -- 2.1%*<F7>
  1,000   CMS Energy Corporation                                       29,125
    900   Consolidated Edison Company of New York, Inc.                26,437
                                                                      -------
                                                                       55,562
                                                                      -------
          ELECTRONICS -- 1.1%*<F7>
  1,000   KLA Instruments Corporation+<F8>                             28,875
                                                                      -------

          ENERGY -- 1.2%*<F7>
  1,000   Panenergy Corporation                                        32,625
                                                                      -------

          ENTERTAINMENT & LEISURE -- 1.0%*<F7>
  2,650   Innkeepers USA Trust                                         25,506
                                                                      -------

          FINANCIAL SERVICES -- 0.5%*<F7>
    500   A.G. Edwards & Sons                                          11,750
                                                                      -------

          FOOD, BEVERAGE & TOBACCO -- 6.9%*<F7>
  1,000   American Brands, Inc.                                        41,625
  1,000   Archer-Daniels-Midland Company                               18,875
  1,000   Dole Food Company                                            40,000
  4,050   Morningstar Group, Inc.+<F8>                                 40,500
  2,000   Whole Foods Market, Inc.+<F8>                                40,750
                                                                    ---------
                                                                      181,750
                                                                    ---------

          HEALTH CARE SERVICES -- 1.9%*<F7>
  1,000   Health Images, Inc.                                           9,375
  2,000   Horizon/CMS Healthcare Corp.+<F8>                            26,500
  1,000   Meridian Diagnostics, Inc.                                    9,500
  2,000   Northstar Health Services, Inc.+<F8>                          4,750
                                                                     --------
                                                                       50,125
                                                                     --------

          INSURANCE -- 1.7%*<F7>
  1,600   PartnerRe Ltd.                                               45,200
                                                                     --------

          METALS & MINING -- 0.6%*<F7>
    500   Freeport-McMoRan Copper & Gold, Inc. 5% Series               14,188
                                                                     --------

          MISCELLANEOUS -- 5.7%*<F7>
  1,000   National Golf Properties, Inc.                               24,625
  1,500   Public Storage, Inc.                                         30,750
  1,100   Rhone-Poulenc Rorer, Inc.                                    68,200
  1,000   Silicon Valley Group, Inc.+<F8>                              26,750
                                                                     --------
                                                                      150,325
                                                                     --------

          OIL & GAS - DOMESTIC -- 8.3%*<F7>
  1,500   El Paso Natural Gas Company                                  55,500
  1,200   Occidental Petroleum Corporation                             30,900
    500   Phillips Petroleum Company                                   20,750
    550   Schlumberger                                                 48,538
  1,050   Sun Company, Inc.                                            32,550
  1,500   Washington Energy Company                                    29,063
                                                                    ---------
                                                                      217,301
                                                                    ---------

          OIL & GAS - INTERNATIONAL -- 1.6%*<F7>
  1,000   Imperial Oil Ltd.                                            40,500
                                                                    ---------

          REAL ESTATE -- 2.2%*<F7>
  1,625   Manufactured Home Communities, Inc.                          30,672
  1,000   Spieker Properties, Inc.                                     26,000
                                                                    ---------
                                                                       56,672
                                                                    ---------

          TELEPHONE -- 3.5%*<F7>
  1,100   GTE Corporation                                              47,712
  1,500   MCI Communications Corporation                               44,156
                                                                    ---------
                                                                       91,868
                                                                    ---------

          TRANSPORTATION -- 3.3%*<F7>
  1,000   Kansas City Southern Industries, Inc.                        48,500
  1,300   Southwest Airlines Company                                   38,675
                                                                    ---------
                                                                       87,175
                                                                    ---------

          TRAVEL & RECREATION -- 2.0%*<F7>
  2,000   Hospitality Properties Trust                                 51,000
                                                                     --------
          Total Common Stocks
          (Cost $1,376,080)                                         1,446,122
                                                                    ---------

          CONVERTIBLE PREFERRED STOCKS -- 3.3%*<F7>
          Consumer Durables -- 1.0%*<F7>
    500   Battle Mountain Gold Company                                 25,250
                                                                    ---------
          Manufacturing -- 2.3%*<F7>
  2,350   Oasis Residential, Inc. Convertible Preferred 2.25%          61,688
                                                                    ---------
          Total Convertible Preferred Stock
          (Cost $89,993)                                               86,938
                                                                    ---------

          LONG-TERM INVESTMENTS -- 3.4%*<F7>

          CORPORATE BONDS -- 3.4%*<F7>
          BANK & BANK HOLDING COMPANIES -- 0.6%*<F7>
$ 15,000  CitiCorp Notes, 8.75%, 11/01/96                             $15,221
                                                                     --------
          FINANCE COMPANY -- 2.8%*<F7>
 75,000   Commonwealth Edison Company of
           New York, Inc., 5.75%, 12/01/96                             74,725
                                                                     --------
          Total Long-Term Investments
          (Cost $90,185)                                               89,946
                                                                     --------

          SHORT-TERM INVESTMENTS -- 48.4%*<F7>
          MASTER LEASE AGREEMENTS -- 0.4%*<F7>
          TELECOMMUNICATIONS -- 0.4%*<F7>
          AT&T Corporation Master Lease Agreements,
  3,271   4.75%, 07/01/96                                               3,264
  5,873   4.85%, 10/30/96                                               5,833
                                                                     --------
                                                                        9,097
                                                                     --------
          MEDIUM TERM NOTES -- 3.8%*<F7>
          FINANCE COMPANY -- 3.8%*<F7>
100,000   Salomon Brothers, Inc., 6.34%, 09/18/96                     100,178
                                                                     --------
          U.S. GOVERNMENT -- 11.4%*<F7>
300,000   U.S. Treasury Bill, 4.71%, 06/06/96                         298,566
                                                                     --------
          VARIABLE RATE DEMAND NOTES,
          DUE UPON DEMAND -- 32.8%*<F7>
          DRUGS -- 5.7%*<F7>
126,000   Lilly (Eli) & Co., 4.88%                                    126,000
 23,000   Warner-Lambert, 5.00%                                        23,000
                                                                     --------
                                                                      149,000
                                                                     --------
          FOOD -- 8.1%*<F7>
126,000   General Mills, Inc., 5.02%                                  126,000
 86,666   Sara Lee Corporation, 5.01%                                  86,666
                                                                     --------
                                                                      212,666
                                                                     --------
          TECHNOLOGY -- 9.6%*<F7>
126,000   American Family, 5.03%                                      126,000
126,000   Pitney Bowes Credit Corporation, 5.03%                      126,000
                                                                    ---------
                                                                      252,000
                                                                    ---------

          UTILITIES -- 9.4%*<F7>
121,000   Southwestern Bell Telephone Company, 5.01%                  121,000
126,000   Wisconsin Electric Power Company, 5.07%                     126,000
                                                                     --------
                                                                      247,000
                                                                     --------
          Total Short-Term Investments
          (Cost $1,268,507)                                         1,268,507
                                                                   ----------
          Total Investments
          (Cost $2,824,765)                                        $2,891,513
                                                                   ----------
                                                                   ----------

*<F7>Calculated as a percentage of net assets.
+<F8>Non-income producing.

See notes to the financial statements.

SCHEDULE OF CALL OPTIONS WRITTEN
APRIL 30, 1996 (UNAUDITED)

CONTRACTS (100 SHARES PER CONTRACT)                                   VALUE
- -----------------------------------                                   ------
       5 Schlumberger
           Expiration August 1996, Exercise Price $85                $3,375
                                                                    -------
         TOTAL CALL OPTIONS WRITTEN
           (Premiums received $2,029)                                $3,375
                                                                    -------
                                                                    -------

See notes to the financial statements.

NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 1996 (UNAUDITED)

1).  ORGANIZATION

  The Jefferson Growth & Income Fund (the "Fund") is a mutual fund created by
The Jefferson Fund Group Trust (the "Trust") which was organized as a business
trust under the laws of Delaware on January 20, 1995.  The Fund is one of a
series issued by the Trust, which is an open-end management company registered
under the Investment Company Act of 1940, as amended.  The objectives of The
Jefferson Growth &Income Fund are to produce long-term capital appreciation and
current income principally through investing in equity securities.

  Between the date of organization and the commencement of operations on
September 1, 1995, the Fund had no operations other than incurring
organizational expenses.  These costs aggregated $65,659, which were paid by
Rodman & Renshaw, Inc. and are being amortized over the period of benefit, but
not to exceed sixty months from the date the Fund commenced operations.

  The Trust is authorized to issue an unlimited number of shares without par
value. The Trust has issued two classes of shares in the Fund:  Class A and
Class B.  The Class A shares are subject to a service organization fee of 0.25%
pursuant to Rule 12b-1 and a front-end sales charge imposed at the time of
purchase in accordance with the Fund's prospectus.  The maximum front-end sales
charge is 5.50% of the offering price or 5.82% of the net asset value.  The
Class B shares are subject to a service organization fee of 0.25% and
distribution fees of 0.75% pursuant to Rule 12b-1. Certain of the Class B shares
are subject to a contingent deferred sales charge (CDSC), upon redemption from
the Fund within seven years from the time of the original purchase. Each class
of shares of the Fund has identical rights and privileges.

2).  SIGNIFICANT ACCOUNTING POLICIES

  The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.  These policies are in
conformity with generally accepted accounting principles.

a).  Investment Valuation - Securities which are traded on a national or
recognized stock exchange are valued at the last sale price on the securities
exchange on which such securities are primarily traded.  Exchange-traded
securities for which there were no transactions that day are valued at the most
recent bid prices.  Securities traded on only over-the-counter markets are
valued on the basis of closing over-the-counter bid prices.  Instruments with a
remaining maturity of 60 days or less are valued on an amortized cost basis.
Securities for which market quotations are not readily available, and securities
which are restricted as to resale are valued at fair value as determined by the
investment adviser under the supervision of the Board of Trustees.  Portfolio
securities which are primarily traded on foreign securities exchanges are
generally valued at the preceding closing values of such securities on their
respective exchanges, except when an occurrence subsequent to the time a value
was so established is likely to have changed such value.

b).  Federal  Income Taxes - Provision for federal income taxes or excise taxes
has not been made since the Fund has elected to be taxed as a "regulated
investment company" and intends to distribute substantially all taxable income
to its shareowners and otherwise comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies.

c).  Income and Expenses - The Fund is charged for those expenses that are
directly attributable to the portfolio, such as advisory, administration and
certain shareowner service fees. Net investment income other than class specific
expenses, and realized and unrealized gains and losses are allocated daily to
each class of shares based upon the relative net asset value of outstanding
shares at the beginning of the day (after adjusting for the current capital
share activity of the respective class).

d).  Distributions to Shareowners - Dividends from net investment income are
declared and paid on a calendar quarter basis.  Distributions of net realized
capital gains, if any, will be declared at least annually.

e).  Written Option Accounting - When the Fund sells an option, an amount equal
to the premium received by the Fund is included in the Statement of Assets and
Liabilities as an asset and an equivalent liability. The amount of the liability
is subsequently marked-to-market to reflect the current value of the option
written.  When an option expires on its stipulated expiration date or the Fund
enters into a closing purchase transaction, the Fund realizes a gain or loss if
the cost of the closing purchase transaction differs from the premium received
when the option was sold without regard to any unrealized gain or loss on the
underlying security, and the liability related to such option is eliminated.
When an option is exercised, the Fund realizes a gain or loss from the sale of
the underlying security, and the proceeds from such sale are increased by the
premium originally received.

f).  Futures Contracts - The Fund may utilize futures contracts to a limited
extent for hedging purposes.  The primary risks associated with the use of
futures contracts include an imperfect correlation between the change in market
value of the securities held by the Fund and the prices of futures contracts and
the possibility of an illiquid market.  Futures contracts are valued based upon
their quoted daily settlement prices.  Changes in initial settlement value are
accounted for as unrealized appreciation (depreciation) until the contracts are
terminated at which time realized gains and losses are recognized.

g).  Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those estimates.

h).  Other - Investment and shareowner transactions are accounted for no later
than the first business day after trade date.  The Fund determines the gain or
loss realized form the investment transactions by comparing the original cost of
the security lot sold with the net sale proceeds.  Dividend income in recognized
on the ex-dividend date and interest income is recognized on an accrual basis.

3).  CAPITAL SHARE TRANSACTIONS

  Transactions in shares of the Fund were as follows.
  
                                                     CLASS A
                                                        
                                        SIX MONTHS ENDED    PERIOD ENDED 
                                         APRIL 30, 1996   OCTOBER 31, 1995
                                        ----------------  -----------------
                                        AMOUNT    SHARES  AMOUNT     SHARES
                                        ------    ------  ------     ------
  Shares sold                         $1,033,160 100,108 $1,273,808  127,362
  Shares issued to owners in
    reinvestment of dividends             25,211   2,447         --       --
  Shares redeemed                        (44,195) (4,300)        --       --
                                      ---------- ------- ----------  -------
    Net increase                      $1,014,176  98,255 $1,273,808  127,362

 
                                                     CLASS B
                                                        
                                        SIX MONTHS ENDED    PERIOD ENDED
                                         APRIL 30, 1996   OCTOBER 31, 1995
                                        ----------------  -----------------
                                        AMOUNT    SHARES  AMOUNT     SHARES
                                        ------    ------  ------     ------ 
  Shares sold                          $177,757   17,037 $132,304     13,245
  Shares issued to owners in                                                
    reinvestment of dividends             2,147      207       --         --
  Shares redeemed                       (78,528)  (7,566)      --         --
                                       --------   ------ --------     ------
    Net increase                       $101,376    9,678 $132,304     13,245
    
4).  INVESTMENT TRANSACTIONS                       

  The aggregate purchases and sales of securities, excluding short-term
investments, for the Fund for the period ended April 30, 1996, were as follows:

                                          PURCHASES      SALES
                                          ----------    -------
            U.S. Government                   --           --
            Other                         $1,530,623    $623,643

  At April 30, 1996, gross unrealized appreciation and depreciation of
investments for federal income tax purposes was as follows:

            Appreciation                                $105,831
            (Depreciation)                              (40,429)
                                                        ---------
            Net unrealized appreciation
              on investments                             $65,402
                                                        ---------
                                                        ---------

  At April 30, 1996, the cost of investments for federal income tax purposes
was $2,824,765.

5).  INVESTMENT ADVISORY AND OTHER AGREEMENTS

  The Trust has entered into an investment advisory agreement with Uniplan,
Inc. (the "Adviser"). Pursuant to its Advisory Agreement with the Fund, the
Adviser is entitled to receive a fee, calculated daily and payable monthly, at
the annual rate of 0.60% as applied to the Fund's daily net assets.

  The Trust has entered into a distribution and servicing agreement with Rodman
& Renshaw, Inc. (the "Distributor").  The Trust has adopted a Class A Servicing
Fee plan whereby the Fund pays the Distributor servicing fees of up to 0.25%
annually, calculated as a percentage of the Fund's average daily net assets
attributable to Class A shares.  Pursuant to the Class B distribution and
servicing agreement, the Fund is authorized to pay the Distributor a
distribution fee in an amount not to exceed on an annual basis 0.75% of the
average daily net assets of the Class B shares of the Fund and a service fee in
an amount not to exceed on an annual basis 0.25% of the average daily net asset
value of the Class B shares of the Fund.  The Distributor may bear various
promotional and sales related expenses, including the cost of printing and
mailing prospectuses to persons other than shareowners.

  Under the distribution agreement, if the aggregate annual operating expenses
(excluding interest, taxes, brokerage commissions and other costs incurred in
connection with the purchase or sale of portfolio securities, and extraordinary
items) exceed 1.15% and 1.90% of average net assets for Class A and Class B
shares respectively, the Distributor will reimburse the Fund for the amount of
such excess. Accordingly, for the period ended April 30, 1996, the Distributor
reimbursed the Fund $73,333.

INVESTMENT ADVISER
   Uniplan, Inc.
   839 N. Jefferson Street
   Milwaukee, WI 53202
   (800) 261-9785

ADMINISTRATOR, TRANSFER AGENT, DIVIDEND
   Paying Agent & Custodian
   Firstar Trust Company
   615 E. Michigan Street
   Milwaukee, WI 53202

DISTRIBUTOR
   Rodman & Renshaw, Inc.
   233 South Wacker Drive
   Suite 4500
   Chicago, IL 60606

LEGAL COUNSEL
   Foley & Lardner
   330 N. Wabash Avenue
   Suite 3300
   Chicago, IL 60611

INDEPENDENT ACCOUNTANTS
   Coopers & Lybrand L.L.P.
   411 East Wisconsin
   Milwaukee, WI 53202



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