U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: JEFFERSON FUND GROUP TRUST
233 SOUTH WACKER DRIVE STE 4500
CHICAGO, IL 60606
2. Name of each series or class of funds for which this notice
is filed:
JEFFERSON GROWTH & INCOME FUND -- CLASS A and CLASS B
SEE EXHIBIT A
3. Investment Company Act File Number: 811-8958
Securities Act File Number: 33-88756
4. Last day of fiscal year for which this notice is filed:
OCTOBER 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2
(a)(1), if applicable (see Instruction A.6):
NOT APPLICABLE
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 342,508
AMOUNT: $3,594,458
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 342,508
AMOUNT: $3,594,458
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans,
if applicable (see Instruction B.7):
NUMBER: 7,419
AMOUNT: $ 78,069
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$3,594,458
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
$78,069
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$ 243,803
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
$3,428,724
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3,300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$1,039.01
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in Section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
DECEMBER 27, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title) * /s/ __Richard Imperiale_____
Richard Imperiale
Chairman
Date December 27, 1996
*Please print the name and title of the signing officer below
the signature.
December 27, 1996
Jefferson Fund Group Trust
c/o Firstar Trust Company
615 East Michigan Street
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement of Form N-1A and
amendments thereto relating to the sale by you of an indefinite
amount of shares of beneficial interest, no part value, in
Jefferson Fund Group Trust (the "Beneficial Interest"), in the
manner set forth in the Registration Statement. In this
connection, we have examined: (a) the Registration Statement of
Form N-1A and all amendments thereto; (b) the Rule 24f-2 Notice
for Jefferson Fund Group Trust dated December 27, 1996; (c)
corporate proceedings relative to the authorization for issuance
of shares of Beneficial Interest; and (d) such other
proceedings, documents and records as we deemed necessary to
enable us to render this opinion.
Based on the foregoing, we are of the opinion that the shares
of Beneficial Interest sold in the fiscal year ended October 31,
1996 in reliance upon registration pursuant to Rule 24f-2 under
the Investment Company Act of 1940 and in the manner set forth
in the Registration Statement were legally issued, full paid and
nonassessable. We have not examined the stock register books of
Jefferson Fund Group Trust. In opining that the shares of
Beneficial Interest sold in the fiscal year ended October 31,
1996 were fully paid, we have relied upon a certificate of an
authorized representative of Jefferson Fund Group Trust as to
the consideration received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for Jefferson Fund Group
Trust for its fiscal year ended October 31, 10996. In giving
this consent, we do not admit that we are experts within the
meaning of Section 11 of the Securities Act of 1933, as amended,
or within the category of persons whose consent is required by
Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
