JEFFERSON GROWTH AND INCOME FUND
Supplement to the Prospectus
dated February 29, 1996
Beginning October 1, 1996, the Fund will permit its
shareholders to exchange at net asset value any or all of an
investment in the Fund for shares of the Portico Money Market
Fund (the "Money Market Fund"). This new Exchange Privilege is
a convenient way for shareholders to buy shares in a money
market fund in order to respond to changes in their goals or
market conditions. Before exchanging into the Money Market
Fund, read its prospectus. To obtain the Money Market Fund
prospectus and the necessary exchange authorization forms, call
the Transfer Agent at 1-800-216-9785. There is no charge for
exchange transactions which are requested by mail. The Transfer
Agent may charge a $5.00 fee for each telephone exchange which
will be deducted from the investor's account from which the
funds are being withdrawn prior to effecting the exchange. Use
of the Exchange Privilege is subject to the minimum purchase and
redemption amounts set forth in the Prospectus for the Money
Market Fund.
This new Exchange Privilege also permits shareholders of the
Fund to make regular investments in an existing account with the
Fund by redeeming shares from their Money Market Fund account.
There is no charge for this service, but sales charges or a
Contingent Deferred Sales Charge ("CDSC") may apply. These
transactions must meet the minimum purchase amounts described in
the Prospectus for automatic investments.
For purposes of the Exchange Privilege, exchanges into and out
of the Money Market Fund will be treated as the same Class of
shares owned of the Fund. For example, if an investor who owned
Class A shares of the Fund moved an investment from the Fund to
the Money Market Fund and then decided at a later date to move
the investment back to the Fund, he or she would be deemed, once
again, to own Class A shares of the Fund and may do so without
the imposition of any additional sales charges, so long as the
investment has been continuously invested in shares of the Money
Market Fund during the period between withdrawal and
re-investment. In addition, if an investor owned Class B shares
of the Fund and exchanged those shares into the Money Market
Fund, the CDSC would not be paid at the time of the exchange.
Instead, the shares of the Money Market Fund would be deemed
"Class B shares" for the purpose of determining the applicable
holding period for payment of the CDSC, and for purposes of
assessing the CDSC payable upon the sale of the exchanged
shares, the holding period of the shares exchanged into the
Money Market Fund will be added to the holding period of the
original Class B shares.
With respect to Class B shares subject to a CDSC, if less than
all of an investment is exchanged out of the Fund, shares
subject to the lowest CDSC will be the first to be exchanged.
In this regard, any portion of the investment attributable to
capital appreciation and/or reinvested dividends or capital
gains distrbutions will be exchanged first, and thereafter any
portions exchanged will be from the earliest investment made in
the Fund. Shareholders should take into account the effect of
any exchange on the applicability of any CDSC that may be
imposed upon any subsequent redemption.
All accounts opened as a result of using the exchange privilege
must be registered in the same name and taxpayer identification
number as a shareholder's existing account with the Fund.
Remember that each exchange represents the sale of shares of one
fund and the purchase of shares of another. Therefore,
shareholders may realize a taxable again or loss on the
transaction. Before making an exchange request, an investor
should consult a tax or other financial adviser to determine the
tax consequences of a particular exchange. The Distributor is
entitled to receive a fee from the Money Market Fund for certain
support services at the annual rate of .20 of 1% of the average
daily net asset value of the shares for which it is the holder
or dealer of record. Because excessive trading can hurt the
Fund's performance and shareholders, the Fund reserves the right
to temporarily or permanently limit the number of exchanges or
to otherwise prohibit or restrict shareholders form using the
exchange privilege at any time, without notice to shareholders.
In particular, a pattern of exchanges with a "market timing"
strategy may be disruptive to the Fund and may thus be
restricted or refused. The Fund also believes that excessive
use of the exchange is more than five exchanges per calendar
year. The restriction or termination of the exchange privilege
does not affect the rights of shareholders to redeem shares, as
discussed on pages 18 through 22 of the Prospectus.
The Money Market Fund is managed by Firstar Investment Research
and Management Company, an affiliate of Firstar Trust Company.
The Portico Funds, including the Money Market Fund, are
unrelated to the Jefferson Fund Group Trust.
The date of this Supplement is October 11, 1996
