JEFFERSON FUND GROUP TRUST
497, 1999-03-12
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                                                   497C
March 2, 1999





VIA EDGAR SYSTEM

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549

Re:  The Jefferson Fund Group Trust
     File Nos. 3388756 and 811-8958
     Rule 497(j) Certification

Ladies and Gentlemen:

The undersigned officer of The Jefferson Fund Group Trust (the "Trust") does
hereby certify pursuant to Rule 497(j) promulgated under the Securities Act of
1933, as amended:

That the form of statement of additional information that would have been filed
under paragraph (c) of Rule 497 promulgated under the Securities Act of 1933, as
amended, would not have differed from that contained in Post-Effective Amendment
No. 6 to Form N-1A Registration Statement filed by the Trust on February 26,
1999, which is the most recent amendment to such registration statement; and
That the text of Post-Effective Amendment No. 6 was filed with the Securities
and Exchange Commission by direct transmittal through the EDGAR system on
February 26, 1999.

Very truly yours,

THE JEFFERSON FUND GROUP TRUST



By:
     Lawrence Kujawski
     President
     
     
                         PROSPECTUS     FEBRUARY 28, 1999

                        JEFFERSON GROWTH AND INCOME FUND
                          JEFFERSON REGIONAL BANK FUND
                              JEFFERSON REIT FUND

                         THE JEFFERSON FUND GROUP TRUST
        
     The Jefferson Fund Group Trust (the "Trust")  currently issues three
     series of its securities:  the Jefferson Growth and Income Fund, the
     Jefferson Regional Bank Fund, and the Jefferson REIT Fund (each a
     "Fund" and together, the "Funds").  Each Fund is commonly known as a
     "mutual fund." This Prospectus sets forth information for potential
     buyers of Fund shares to consider in making their investment decision.
     The Funds are intended for long-term investors, not for those who may
     wish to redeem their shares after a short period of time.     

     THE FUND SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION AND THE SECURITIES AND EXCHANGE
     COMMISSION HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
     PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 
     
                        THE JEFFERSON FUND GROUPT TRUST
                        (800) 216-9785    

                               TABLE OF CONTENTS
   
RISK/RETURN SUMMARY                                                       1
FEE AND EXPENSE INFORMATION                                               4
FINANCIAL HIGHLIGHTS                                                      6
INVESTMENT OBJECTIVES AND STRATEGIES                                      7
ADDITIONAL RISK INFORMATION                                              11
MANAGEMENT AND ORGANIZATION OF THE FUNDS                                 12
DISTRIBUTION ARRANGEMENTS                                                13
SHAREHOLDER INFORMATION                                                  14
RETIREMENT PLANS                                                         25
HISTORICAL PERFORMANCE DATA OF PRIVATE
     ACCOUNTS MANAGED BY UNIPLAN RELATING TO REITS                       26
APPEDNIX A - DESCRIPTION OF SECURITIES RATINGS                           27
PURCHASE APPLICATION
SUPPLEMENTAL APPLICATION
INDIVIDUAL RETIREMENT ACCOUNT (IRA) APPLICATION
INDIVIDUAL RETIREMENT ACCOUNT (IRA) TRANSGER FORM
EDUCATION IRA APPLICATION
    
                              RISK/RETURN SUMMARY

           The discussion below provides a brief overview of the  investment
objectives, principal investment strategies and principal risk for each Fund in
the Jefferson family of funds 

JEFFERSON GROWTH AND INCOME FUND

          The Jefferson Growth and Income Fund (the "Growth and Income Fund")
aims to produce long-term capital appreciation and current income primarily by
investing in equity securities.

          Most of the time more than 50% of the Growth and Income Fund's
portfolio will be invested in equity securities.  Under normal circumstances,
the rest of the Growth and Income Fund's portfolio will primarily be invested in
non-convertible debt securities, including short-term money market instruments
and U.S. Government and agency securities.

          Uniplan, Inc. ("Uniplan") is the investment adviser for the Growth and
Income Fund.  Before purchasing or selling a security, Uniplan examines various
financial characteristics of the issuer of the security and places an emphasis
on issuers with favorable credit and earnings characteristics. Under Uniplan's
approach to investing, factors internal to the issuer, such as product or
service development, are more important than factors outside the issuer's
control, such as interest rate changes, commodity price fluctuations, general
stock market trends and foreign currency exchange values.  

          Risks.    

          Market Risk and Interest Rate Risk.  Investing in the Growth and
Income Fund is not without risk.  An investor may lose money on his or her
investment  -- the value of the Fund's shares may increase or decrease as the
market goes up and down.  This is known as "market risk." There is also a risk
that the Fund will not achieve its investment objectives.  Additionally, because
the Fund may invest in non-convertible debt securities, the price of those
securities, and in turn, the price of the Fund's shares, may rise and fall with
changes in interest rates.  This is known as "interest rate risk."     

       Year 2000 Risk.  In addition to the risks described above, there is
the so-called Year 2000 problem.  The Fund could be adversely affected if the
computer systems used by the Fund's service providers or by companies in which
the Fund invests do not properly process and calculate date-related information
and data from and after January 1, 2000.  Uniplan has taken steps to address
this problem.  In addition, Uniplan has obtained reasonable assurances that the
Fund's major service providers are also taking steps to address this
problem.    

JEFFERSON REGIONAL BANK FUND

           The Jefferson Regional Bank Fund (the "Regional Bank Fund") aims
primarily to produce long-term capital appreciation by investing in equity
securities of regional banks and lending institutions, including commercial and
industrial banks, savings and loan institutions, and bank holding companies.
Current income is a secondary objective.  Typically, the financial institutions
in which the Regional Bank Fund invests provide full-service banking, have
primarily domestic assets and are usually based outside of New York City.  The
financial institutions are not necessarily members of the Federal Reserve, and
their deposits are not necessarily insured by the FDIC.


          Under normal circumstances the Regional Bank Fund will invest at least
65% of its assets in equity securities of regional banks and lending
institutions; it may invest the remaining 35% of its assets in the equity
securities of other financial services companies (including lending companies
and banks in New York), in stocks of non-financial services companies and in
non-convertible debt securities of various other issuers.

          Marshall Capital Management, Inc. ("Marshall Capital") is the
investment adviser for the Regional Bank Fund.  Marshall Capital selects
securities for the Fund primarily on the basis of fundamental investment value
and potential for future growth.

          Risks.

          Market Risk.  Investing in the Regional Bank Fund is not without risk.
An investor may lose money on his or her investment  -- the value of the Fund's
shares may increase or decrease as the market goes up and down.  This is known
as "market risk." There is also a risk that the Fund will not achieve its
investment objectives.

          Concentration Risk and Interest Rate Risk.  Another risk is
"concentration risk." Because the Regional Bank Fund will concentrate in a
single industry, its performance will be largely dependent on the industry's
performance, which may differ in direction and degree from that of the overall
stock market.  Falling interest rates or deteriorating economic conditions can
adversely affect the performance of bank stocks, while rising interest rates may
cause a decline in the value of any debt securities the Regional Bank Fund
holds.

          Changes in State and Federal Law Risk.  In addition to the general
concentration risk, another risk of this Fund arises because of recent changes
in state and Federal law, which are producing significant changes in the banking
and financial services industries.  Deregulation has resulted in the
diversification of certain financial products and services offered by banks and
financial services companies, creating increased competition between them.  In
addition, state and Federal legislation authorizing interstate acquisitions as
well as interstate branching has facilitated the increasing consolidation of the
banking and thrift industries.  Although regional banks involved in intrastate
and interstate mergers and acquisitions may benefit from these regulatory
changes, those banks which do not participate in this consolidation may find
that it is increasingly difficult to compete effectively against larger banking
combinations.  Proposals to change the laws and regulations governing banks and
companies that control banks are frequently introduced at the Federal and state
levels and before various bank regulatory agencies.  The likelihood of any of
these changes and the impact that they might have on the Regional Bank Fund are
impossible to determine.

          Year 2000 Risk.  There is also the so-called Year 2000 problem.  The
Regional Bank Fund could be adversely affected if the computer systems used by
the Fund's service providers or by companies in which the Fund invests do not
properly process and calculate date-related information and data from and after
January 1, 2000.  Marshall Capital has taken steps to address this problem.  In
addition, Marshall Capital has obtained reasonable assurances that the Fund's
major service providers are also taking steps to address this problem.

JEFFERSON REIT FUND

          The Jefferson REIT Fund (the "REIT Fund") aims primarily to provide
high current income and secondarily to produce capital appreciation by investing
in real estate equity securities, including common shares (including shares and
units of beneficial interest of real estate investment trusts ("REITs")),
preferred shares, rights or warrants to purchase common shares, and securities
convertible into common shares where the conversion feature represents a
significant element of the security's value.

          The REIT Fund will normally invest at least 65% of its total assets in
the equity securities of real estate companies; it may also invest up to 35% of
its assets in debt securities issued or guaranteed by real estate companies.
Under these investment guidelines, a "real estate company" is one that derives
at least 50% of its revenues from the ownership, construction, financing,
management or sale of commercial, industrial or residential real estate or has
at least 50% of its assets in such real estate.

          Uniplan is the investment adviser for the REIT Fund. Prior to Uniplan
selecting specific investments for the REIT Fund, Uniplan generally tracks real
estate supply and demand across the United States by dividing the country into
eight geographic regions.  Within each region, Uniplan compiles statistics on
supply and demand factors including: (1) vacancy rate by property type, (2)
visible supply of property based on building permits, (3) regional population
and job growth, and (4) trends in rental and cap rates.  Uniplan uses the
results of this analysis to detect cyclical inflection points in the supply-
demand equation.  Using this information, Uniplan then determines which property
types within each region have the most favorable characteristics in order to
determine the appropriate investments for the REIT Fund.

          Risks.

           Market Risk and Interest Rate Risk.  Like the other Jefferson funds,
investing in the REIT Fund is not without risk.  An investor may lose money on
his or her investment  -- the value of the Fund's shares may increase or
decrease as the market goes up and down.  This is known as "market risk." There
is also a risk that the Fund will not achieve its investment objectives.
Additionally, because the Fund may invest in debt securities, the price of those
securities, and in turn, the price of the Fund's shares, may rise and fall with
changes in interest rates.  This is known as "interest rate risk."

          Year 2000 Risk.  In addition to the risks described above, there is
the so-called Year 2000 problem.  The Fund could be adversely affected if the
computer systems used by the Fund's service providers or by companies in which
the Fund invests do not properly process and calculate date-related information
and data from and after January 1, 2000.  Uniplan has taken steps to address
this problem.  In addition, Uniplan has obtained reasonable assurances that the
Fund's major service providers are also taking steps to address this
problem.

          Industry Concentration Risk.  Because the REIT Fund will concentrate
in the real estate industry, the Fund is subject to the risks associated with
direct ownership of real estate.  For example, real estate values may fluctuate
as a result of general and local economic conditions, overbuilding and increased
competition, increases in property taxes and operating expenses, changes in
zoning laws, casualty or condemnation losses, regulatory limitations on rents,
changes in neighborhood values, changes in the appeal of properties to tenants
and increases in interest rates.  The value of securities of companies which
service the real estate business sector may also be affected by such
risks.

          REIT-Specific Risks.  Because the REIT Fund may invest a substantial
portion of its assets in REITs, the Fund has risks associated with direct
investments in REITs.  In this regard, REITs may be affected by changes in the
value of their underlying properties and/or by defaults by borrowers or tenants.
Furthermore, REITs are dependent upon specialized management skills, have
limited diversification and are, therefore, subject to risks inherent in
financing a limited number of projects.  In certain cases, the organizational
documents of a REIT may grant the REIT's sponsors the right to exercise control
over the operations of the REIT notwithstanding their minority share ownership;
a conflict of interest (for example, the desire to postpone certain taxable
events) could influence such sponsors to not act in the best interests of the
REIT's shareholders.  Many REITs are subject in their organizational documents
to various anti-takeover provisions that could have the effect of delaying or
preventing a transaction or change in control of the REIT that might involve a
premium price for the REIT's shares or otherwise may not be in the best
interests of the REIT's shareholders.  REITs depend generally on their ability
to generate cash flow to make distributions to shareholders, and certain REITs
have self-liquidation provisions by which mortgages held may be paid in full and
distributions of capital returns may be made at any time.  In addition, the
performance of a REIT may be affected by changes in the tax laws or by its
failure to qualify for tax-free pass-through of income.

          Non-Diversified Fund.  The REIT Fund is a "non-diversified" fund, that
is, the law does not limit the proportion of the Fund's assets that may be
invested in the securities of a single issuer.  Less diversification means the
REIT Fund may be more susceptible to adverse economic, political or regulatory
developments affecting a single issuer than if the Fund were more diversified.

          Portfolio Trading.  The REIT Fund may engage in portfolio trading when
Uniplan considers such trading appropriate but will not use short-term trading
as the primary means of achieving its investment objective. While the REIT Fund
does not place limits on the rate of portfolio turnover, and investments may be
sold without regard to length of time held Under normal circumstances, the Fund
does not expect its portfolio turnover rate to exceed 100%.  However, higher
rates of portfolio turnover and greater use of short-term trading create greater
commission expenses and transaction costs.

RISK/RETURN BAR CHART AND TABLE FOR THE JEFFERSON GROWTH AND INCOME FUND

          The following bar chart illustrates some risks of investing in Class A
shares of the Growth and Income Fund by showing changes in the Fund's
performance from year to year and shows how the Fund's annual returns for each
of the past three calendar years periods compare with those of Russell 2000
Index, a broad measure of market performance, over the same periods.  The Growth
and Income Fund's past performance is not necessarily an indication of how the
Growth & Income Fund will perform in the future.

                    RISK/RETURN BAR CHART
                    1996          14.19%
                    1997          12.27%
                    1998          -3.12%

          During the three year period shown in the bar chart, the highest
return for a quarter was 8.95% (quarter ending June 30, 1997) and the lowest
return for a quarter was -13.13% (quarter ending September 30, 1998)


                                                                 Russell 2000
Average Total Returns                       Class A     Class B   Index 1<F1>
- ---------------------                       -------     -------   -----------
Past One Year (ending December 31, 1998)    -3.12%      -3.84%       -2.53%
Since inception (September 1, 1995)          7.64%       6.80%       11.66%



   1<F1>  The Russell 2000 Index is an unmanaged index of the 2000 smallest
          securities in the Russell 3000 Index. Russell 3000 Index represents
          approximately 98% of the U.S. Equity Market by capitalization.

                          FEE AND EXPENSE INFORMATION

          THE FOLLOWING TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU MAY PAY
IF YOU BUY AND HOLD SHARES OF THE FUNDS.

FEES (ALL FUNDS)
   
SHAREHOLDER FEES (FEES PAID DIRECTLY
FROM YOUR INVESTMENT)                        CLASS A SHARES    CLASS B SHARES
Maximum Sales Charge (Load) Imposed
  on Purchases (as a percentage of offering
  price at time of purchase)                       5.5%            None
Maximum Deferred Sales Charge (Load)
  (as a percentage of net asset value
  at time of purchase)                             None            5.0%

                         
                         ANNUAL FUND OPERATING EXPENSES
                 (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
           
<TABLE>
   

                                                                                                         Total Fund
                                                            Distribution          Other Expenses         Operating Expenses
                                                            and/or Service        (before expense        (before expense
Class A Shares                          Management Fees     (12b-1) Fees1<F2>     reimbursements)2<F3>   reimbursements)3<F4>
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                   <C>                    <C>
Growth and Income Fund                        .60%                .25%                 1.90%                 2.75%
Regional Bank Fund                            .60%                .25%                 1.15%                 2.00%
REIT Fund                                     .60%                .25%                 1.15%                 2.00%
- -----------------------------------------------------------------------------------------------------------------------------
Class B Shares
- -----------------------------------------------------------------------------------------------------------------------------
Growth and Income Fund                        .60%               1.00%                 1.77%                 3.37%
Regional Bank Fund                            .60%               1.00%                 1.15%                 2.75%
REIT Fund                                     .60%               1.00%                 1.15%                 2.75%
</TABLE>

 1<F2>    12b-1 Fees which are less than or equal to .25% represent servicing
          fees, and the remaining portion represents distribution fees.
 2<F3>    Other expenses for the Growth and Income Fund are based on amounts for
          the fiscal year ended October 31, 1998 but do not reflect contractual
          expense reimbursement obligations.  Including contractual expense
          reimbursements, other expenses of both Class A and Class B shares of
          the Growth and Income Fund were actually .30%.  Other expenses for the
          Regional Bank Fund and the REIT Fund are based on estimates for the
          fiscal year ending October 31, 1999 but do not reflect contractual
          expense reimbursement obligations.  With such reimbursements, other
          expenses of both Class A and Class B shares of each of the Regional
          Bank Fund and the REIT Fund are expected to be .30%.  While the
          expense reimburseent obligations are contractual in nature, they may
          be terminated upon termination of the contract.
 3<F4>    Total expenses for the Growth and Income Fund are based on amounts for
          the fiscal year ended October 31, 1998 but do not reflect contractual
          expense reimbursement obligations.  Including contractual expense
          reimbursements, the total fund operating expenses of Class A and Class
          B shares of the Growth and Income Fund were actually 1.15% and 1.78%,
          respectively.  Total expenses for the Regional Bank Fund and the REIT
          Fund are based on estimates for the fiscal year ending October 31,
          1999 but do not reflect expense reimbursements.  With such
          reimbursements, the total fund operating expenses of Class A and Class
          B shares of each of the Regional Bank Fund and the REIT Fund are
          expected to be 1.15% and 1.90%, respectively  In addtion, a fee of
          $12.00 is charged for each wire redemption and a fee of $5.00 is
          charged for each telephone exchange.  Such charges are not reflected
          in the expense table.  While the expense reimbursement obligations are
          contractual in nature, they may be terminated upon termination of the
          contract.
          

Example.  This Example is intended to help you compare the cost of investing in
the Funds with the cost of investing in other mutual funds.

          The Example assumes that you invest $10,000 in the applicable Fund for
the time periods indicated and then redeem all of your shares at the end of
those periods.  The Example also assumes that your investment has a 5% return
each year and that the Funds' operating expenses remain the same. This
hypothetical rate of return is not intended to be representative of past or
future performance of the Fund.  Although your actual costs may be higher or
lower, based on these assumptions your costs for each Fund would be:

   
<TABLE>
                                   CLASS A SHARES                          CLASS B SHARES
                         -----------------------------------    -------------------------------------
                        1 YEAR   3 YEARS   5 YEARS  10 YEARS    1 YEAR   3 YEARS   5 YEARS  10 YEARS
- -----------------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Growth and Income Fund    $817     $1368     $1943     $3497      $864     $1503     $2158     $3809
Regional Bank Fund1<F5>   $742     $1143       n/a       n/a      $789     $1281       n/a       n/a
REIT Fund1<F5>            $742     $1143       n/a       n/a      $789     $1281       n/a       n/a
</TABLE>

  1 <F5> The costs associated with the Regional Bank Fund and the REIT Fund
have been estimated.  Actual expenses may be different


       Because each Fund imposes a 12b-1 distribution fee on Class B shares, a
Class B shareholder of a Fund may, depending on the length of time the shares
are held, incur higher sales-related charges than the maximum permitted by the
relevant rules of the National Association of Securities Dealers, Inc. on front-
end sales charges.    

                              FINANCIAL HIGHLIGHTS

   
  THE FINANCIAL HIGHLIGHTS TABLE IS INTENDED TO HELP YOU UNDERSTAND THE
JEFFERSON GROWTH AND INCOME FUND'S FINANCIAL PERFORMANCE FOR THE PERIOD THAT THE
FUND HAS BEEN OPERATING.  CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A
SINGLE FUND SHARE.  THE TOTAL RETURNS IN THE TABLE REPRESENT THE RATE THAT AN
INVESTOR WOULD HAVE EARNED ON AN INVESTMENT IN THE FUND (ASSUMING REINVESTMENT
OF ALL DIVIDENDS AND DISTRIBUTIONS).  THIS INFORMATION FOR THE YEAR ENDED
OCTOBER 31, 1998 AND FOR THE YEAR ENDED OCTOBER 31, 1997  HAS BEEN AUDITED BY
KPMG LLP, WHOSE REPORT, ALONG WITH THE FUND'S FINANCIAL STATEMENTS, IS INCLUDED
IN THE ANNUAL REPORT, WHICH IS AVAILABLE UPON REQUEST.  THE INFORMATION FOR
PRIOR PERIODS WERE AUDITED BY COOPERS & LYBRAND, L.L.P.  NO FINANCIAL HIGHLIGHTS
ARE PRESENTED FOR THE JEFFERSON REIT FUND OR THE JEFFERSON REGIONAL BANK FUND AS
THEY HAVE NOT YET COMMENCED INVESTMENT OPERATIONS.

<TABLE>
   
                                                                                                 September 1, 1995 1<F6>
                                          Year ended          Year ended         Year ended              through
                                       October 31, 1998    October 31, 1997   October 31, 1996       October 31, 1995
                                       ----------------    ----------------- ------------------   ---------------------
                                       Class A  Class B    Class A  Class B   Class A   Class B    Class A       Class B
                                       -------  -------    -------  -------   -------   -------    -------       -------
<S>                                   <C>       <C>        <C>      <C>       <C>       <C>       <C>            <C>
PER SHARE DATA:
Net asset value, beginning of period  $12.26    $12.20    $10.91    $10.87    $10.04    $10.03    $10.00         $10.00
Income from investment operations:
Net investment income                   0.32      0.23      0.29      0.20      0.27      0.21      0.04           0.03
Net realized and unrealized
   gains (losses) on securities        (1.09)    (1.07)     1.40      1.39      0.87      0.83         --             --
                                       ------    ------    ------    ------    ------    ------    ------         ------
  Total from investment operations     (0.77)    (0.84)     1.69      1.59      1.14      1.04      0.04           0.03
Less distributions:
Dividends from net investment income   (0.32)    (0.25)    (0.29)    (0.21)    (0.27)    (0.20)        --             --
Distributions from net realized gains  (0.77)    (0.77)    (0.05)    (0.05)        --        --        --             --
                                       ------    ------    ------    ------    ------    ------    ------         ------
  Total distributions                  (1.09)    (1.02)    (0.34)    (0.26)    (0.27)    (0.20)        --             --
                                       ------    ------    ------    ------    ------    ------    ------         ------
Net asset value, end of period        $10.40    $10.34    $12.26    $12.20    $10.91    $10.87    $10.04         $10.03
                                       ------    ------    ------    ------    ------    ------    ------         ------
                                       ------    ------    ------    ------    ------    ------    ------         ------
TOTAL RETURN2<F7>                      (7.01%)   (7.64%)   15.56%    14.68%    11.50%    10.49%     0.40%3<F8>     0.30%3<F8>
SUPPLEMENTAL DATA AND RATIOS:
Net assets, in thousands,
  end of period                        $6,838    $1,486    $6,815    $1,330    $4,688      $412    $1,279           $133
Ratio of net expenses to average
 net assets:
  Before expense reimbursement          2.75%     3.37%     2.96%     3.71%     5.95%     6.70%    17.35%4<F9>    18.10%4<F9>
  After expense reimbursement           1.15%     1.78%     1.15%     1.90%     1.15%     1.90%     1.15%4<F9>     1.90%4<F9>
Ratio of net investment income
  to average net assets:
  Before expense reimbursement          1.11%     0.50%     1.01%     0.26%    (1.77%)   (2.52%)  (14.95%)4<F9>  (15.70%)4<F9>
  After expense reimbursement           2.71%     2.09%     2.82%     2.07%     3.03%     2.28%     1.25%4<F9>     0.50%4<F9>
Portfolio turnover rate5<F10>         136.94%   136.94%    98.37%    98.37%   131.98%   131.98%        --             --

1<F6> Commencement of operations.
2<F7> The total return calculation does not reflect the 5.5% front end sales charge for Class A or the 5.0% CDSC on Class B.
3<F8> Not annualized.
4<F9> Annualized.
5<F10>During the period ended October 31, 1995, there were no sales of securities. Portfolio turnover is calculated on the basis of
      the Fund as a whole without distinguishing between classes of shares issued.
</TABLE>

                    See notes to Financial Statements

                      INVESTMENT OBJECTIVES AND STRATEGIES

JEFFERSON GROWTH AND INCOME FUND

          The investment objectives of the Growth and Income Fund are to produce
long-term capital appreciation and current income principally through investing
in equity securities.  Most of the time the Fund will invest more than 50% of
the Fund's portfolio in equity securities.  Equity securities include common
stocks, preferred stocks, rights or warrants to purchase common stocks and
securities convertible into common stock.  Under normal market conditions the
Fund will invest the remaining portion of its assets in non-convertible debt
securities, including short-term money market instruments and U.S. Government
and agency securities. Investments in non-convertible debt securities offer an
opportunity for growth of capital during periods of declining interest rates,
when the market value of such securities in general increases.  Under unusual
conditions, for temporary defensive purposes, the Fund may invest 100% of its
assets in non-convertible debt securities.  Any temporary defensive position,
however, may cause the Fund to fail to achieve its investment objective.

          The Growth and Income Fund is a "diversified" fund, that is, the law
limits the proportion of the Fund's assets that may be invested in the
securities of a single issuer.

          When selecting investments, Uniplan will consider various financial
characteristics of the issuer, including historical sales and net income,
debt/equity and price/earnings ratios and book value.  Uniplan will usually
place an emphasis on issuers with favorable credit and earnings characteristics.
Greater weight will be given to internal factors, such as product or service
development, than to external factors, such as interest rate changes, commodity
price fluctuations, general stock market trends and foreign currency exchange
values.

          Non-Convertible Debt Securities.  The Growth and Income Fund will
generally limit its investments in non-convertible investment grade and non-
investment grade debt securities to those which have been rated B or better by
either Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc.
("Moody's") (or unrated but determined by Uniplan to be of comparable quality).
Securities rated below BBB/Baa are not considered to be of investment grade and
are called "High Yield Securities," commonly known as "junk bonds."

          For a description of other investments the Growth and Income Fund may
make, see the section entitled "Additional Non-Principal Investment Strategies
Used by the Funds," below. 

JEFFERSON REGIONAL BANK FUND

          The Regional Bank Fund primarily seeks long-term capital appreciation;
a secondary objective is income.  Normally the Fund will invest at least 65% of
its total assets in equity securities (including warrants) of (i) national and
state-chartered banks (other than money center banks), (ii) thrifts, (iii) the
holding or parent companies of such banks and thrifts, and (iv) in savings
accounts of mutual thrifts.  Marshall Capital selects these securities primarily
on the basis of fundamental investment value and potential for future growth.
Marshall Capital evaluates each depository institution which is a potential
investment by the Fund.

          Marshall Capital believes that a number of factors may contribute to
the potential for growth in the value of equity securities of depository
institutions, including the fact that such depository institutions are (1)
located in geographic regions experiencing strong economic growth and able to
participate in such growth; (2) well-managed and currently providing above-
average returns on assets and shareholders' equity; (3) attractive candidates
for acquisition by a money center bank or another regional bank, or attractive
partners for business combinations, as a result of opportunities created by the
trend towards deregulation and interstate banking or in order to create larger,
more efficient banking combinations; (4) expanding their business into new
financial services or geographic areas that have become or may become
permissible due to an easing of regulatory constraints; or (5) investing assets
in technology that is intended to increase productivity.

          Marshall Capital also believes that a number of factors may contribute
to increased earnings of securities of depository institutions, including the
following:  (1) changes in the sources of revenues of banks, such as the
implementation of certain new transaction-based fees; (2) a focus on variable
rate pricing of bank products, which is less sensitive than fixed pricing to
cyclical interest rate changes; (3) the ability, as a result of liberalization
of regulation, to offer financial products and services which may have a higher
rate of return than traditional banking and financial services products; (4) the
recent implementation of share repurchase programs by certain banks; or (5) a
trend towards increased savings and investing as the average age of the
population of the United States gets older.

          The Regional Bank Fund will normally invest the remaining 35% of its
total assets in the equity and non-convertible debt securities of money center
banks, other financial services companies and other issuers deemed suitable by
Marshall Capital. If an unusual degree of financial unsteadiness or risk exists
in the banking and related industries, the Fund may invest more than 35% and as
much as 100% of its total assets in short-term debt securities, including short-
term money market instruments and U.S. government and agency securities.  This
would prevent the fund from pursuing its usual investment objectives.

          The Regional Bank Fund is a "diversified" fund, that is, the law
limits the proportion of the Fund's assets that may be invested in the
securities of a single issuer.

          Non-Convertible Debt Securities.  The Regional Bank Fund will
generally limit its investments in non-convertible investment and non-investment
grade debt securities to those which have been rated B or better by either S&P
or Moody's (or unrated but determined by Marshall Capital to be of comparable
quality).  Securities rated below BB/Baa are not considered to be of investment
grade and are called "High Yield Securities," commonly known as "junk bonds."


          For a description of other investments the Regional Bank Fund may
make, see the section entitled "Additional Non-Principal Investment Strategies
Used by the Funds," below.

JEFFERSON REIT FUND

         The REIT Fund's investment objective is to achieve high current income
through investment in real estate equity securities, including common shares
(including shares and units of beneficial interest of REIT), preferred shares,
rights or warrants to purchase common shares, and securities convertible into
common shares where the conversion feature represents a significant element of
the security's value.  Capital appreciation is a secondary objective.  The Fund
will normally invest at least 65% of its total assets in the equity securities
of real estate companies.    

          For purposes of the REIT Fund's investment policies, a "real estate
company" is one that derives at least 50% of its revenues from the ownership,
construction, financing, management or sale of commercial, industrial or
residential real estate or that has at least 50% of its assets in such real
estate.  With the exception of REITs, most real estate companies do not pay
dividends at the higher end of the range for common stocks as a group.  Uniplan,
however, anticipates that the Fund's equity investments in real estate companies
will primarily be in securities that do pay high dividends relative to the stock
market as a whole.

          REITs are sometimes informally characterized as equity REITs, mortgage
REITs and hybrid REITs.  An equity REIT invests primarily in the fee ownership
or leasehold ownership of land and buildings and derives its income primarily
from rental income.  An equity REIT may also realize capital gains (or losses)
by selling real estate properties in its portfolio that have appreciated (or
depreciated) in value.  A mortgage REIT invests primarily in mortgages on real
estate, which may secure construction, development or long-term loans.  A
mortgage REIT generally derives its income primarily from interest payments on
the credit it has extended.  A hybrid REIT combines the characteristics of
equity REITs and mortgage REITs, generally by holding both ownership interests
and mortgage interests in real estate.  It is anticipated, although not
required, that under normal circumstances a majority of the Fund's investments
in REITs will consist of securities issued by equity REITs.

          Prior to Uniplan selecting specific investments for the REIT Fund,
Uniplan generally tracks real estate supply and demand across the United States
by dividing the country into eight geographic regions.  Within each region,
Uniplan compiles statistics on supply and demand factors including: (1) vacancy
rate by property type, (2) visible supply of property based on building permits,
(3) regional population and job growth, and (4) trends in rental and cap rates.
Uniplan uses the results of this analysis to detect cyclical inflection points
in the supply-demand equation.  Using this information, Uniplan then determines
which property types within each region have the most favorable characteristics
in order to determine the appropriate investments for the REIT Fund.

          The REIT Fund may invest up to 35% of the Fund's total assets in debt
securities issued or guaranteed by real estate companies.  When, in the judgment
of Uniplan, market or general economic conditions justify a temporary defensive
position, the Fund may deviate from its investment objectives and policies and
invest all or any portion of its assets in high-grade debt securities, including
corporate debt securities, U.S. government securities, and short-term money
market instruments, without regard to whether the issuer is a real estate
company.

          Non-Convertible Debt Securities.  The REIT Fund will generally limit
its investments in non-convertible investment and non-investment grade debt
securities to those rated B or higher by either S&P or Moody's (or unrated but
determined by Uniplan to be of comparable quality). Securities rated BBB/Baa or
lower are not considered to be of investment grade and are called "High Yield
Securities," commonly known as "junk bonds."

          For a description of other investments the REIT Fund may make, see the
section entitled "Additional Non-Principal Investment Strategies Used by the
Funds," below.

   
ADDITIONAL NON-PRINCIPAL INVESTMENT STRATEGIES USED BY THE FUNDS


          Convertible Securities.  Each of the Funds may invest in convertible
securities.  The investment adviser for a Fund will select convertible
securities to be purchased by that Fund based primarily upon its evaluation of
the fundamental investment characteristics and growth prospects of the issuer of
the security.  As a fixed-income security, a convertible security tends to
increase in market value when interest rates decline and to decrease in value
when interest rates rise.  While convertible securities generally offer lower
interest or dividend yields than non-convertible fixed-income securities of
similar quality, their value tends to increase as the market value of the
underlying stock increases and to decrease when the value of the underlying
stock decreases.

          Money Market Instruments.  Each of the Funds may invest in money
market instruments.  Those in which the Growth and Income Fund may invest
include United States Treasury Bills and other short term U.S. Government
Securities, commercial paper rated A-3 or better by Standard & Poor's
Corporation, commercial paper master notes and repurchase agreements.
Commercial paper master notes are unsecured promissory notes issued by
corporations to finance short-term credit needs.  They permit a series of
short-term borrowings under a single note.  Borrowings under commercial paper
master notes are payable in whole or in part at any time, may be prepaid in
whole or in part at any time, and bear interest at rates which are fixed to
known lending rates and automatically adjusted when such known lending rates
change.  There is no secondary market for commercial paper master notes.  The
investment adviser for a Fund will monitor the creditworthiness of the issuer of
the commercial paper master notes purchased by that Fund.

          Repurchase Agreements.  Repurchase agreements are agreements under
which the seller of a security agrees at the time of sale to repurchase the
security at an agreed time and price.  None of the Funds will enter into
repurchase agreements with entities other than banks or registered broker-
dealers or invest over 25% of their respective net assets in repurchase
agreements, except that no such limit applies when a Fund is investing for
temporary defensive purposes.  If a seller of a repurchase agreement defaults
and does not repurchase the security subject to the agreement, a Fund will look
to the collateral security underlying the seller's repurchase agreement,
including the securities subject to the repurchase agreement, for satisfaction
of the seller's obligation to a Fund.  In such event, a Fund might incur
disposition costs in liquidating the collateral and might suffer a loss if the
value of the collateral declines.  In addition, if bankruptcy proceedings are
instituted against a seller of a repurchase agreement, realization upon the
collateral may be delayed or limited.

          Lending of Securities.  Each of the Funds may lend their portfolio
securities to broker-dealers under contracts calling for collateral in cash,
U.S. Government securities or other high quality debt securities equal to at
least the market value of the securities loaned.  A Fund's performance will
continue to reflect changes in the value of the securities loaned and will also
receive either interest, through investment of cash collateral by the Growth and
Income Fund in permissible investments, or a fee, if the collateral is U.S.
Government securities.  Securities lending involves the risk of loss of rights
in the collateral or delay in recovery of the collateral should the borrower
fail financially.  A Fund will normally pay lending fees to the broker-dealer
arranging the loan.

          Other Securities Transactions.  Each of the Funds may purchase
securities which they are eligible to purchase on a when-issued basis, may
purchase and sell such securities for delayed delivery and may make contracts to
purchase such securities for a fixed price at a future date beyond normal
settlement time ("forward commitments").  When-issued transactions, delayed
delivery purchases and forward commitments involve a risk of loss if the value
of the securities declines prior to the settlement date.  No income accrues to
the purchaser of such securities prior to delivery.

          American Depository Receipts.  Each of the Funds may invest in
American Depository Receipts ("ADRs") of foreign issuers.  The Funds limit
investments in American Depository Receipts of foreign issuers to 25% of their
respective assets.  Such investments may involve risks which are in addition to
the usual risks inherent in investments in domestic issuers.  In many countries,
there is less publicly available information about issuers than is available in
the reports and ratings published about companies in the United States.
Additionally, foreign companies are not subject to uniform accounting, auditing
and financial reporting standards.  Dividends and interest on foreign securities
may be subject to foreign withholding taxes, which would reduce a Fund's income
without providing a tax credit for the Fund's stockholders.  Although each of
the Funds intend to invest in ADRs of foreign issuers domiciled in nations which
that Fund's investment adviser consider as having stable and friendly
governments, there is the possibility of expropriation, confiscatory taxation,
currency blockage or political or social instability which could affect
investments relating to issuers domiciled in those nations.

          Short Sales Against the Box.  The Funds may from time to time make
short sales "against the box." While a short sale is made by selling a security
a Fund does not own, a short sale is "against the box" to the extent that the
Fund contemporaneously owns or has the right to obtain securities identical to
those sold short at no added cost.

          Futures.  The Funds will only enter into futures contracts or futures
options which are standardized and traded on a U.S. or foreign exchange or board
of trade, or similar entity, or quoted on an automated quotation system.  The
Funds will use financial futures contracts and related options only for "bona
fide hedging" purposes, as such term is defined in applicable regulations of the
Commodity Futures Trading Commission, or, with respect to positions in financial
futures and related options that do not qualify as "bona fide hedging"
positions, will enter such non-hedging positions only to the extent that
aggregate initial margin deposits plus premiums paid by it for open futures
option positions, less the amount by which any such positions are "in-the-
money," would not exceed 5% of a Fund's total assets.

          Options.  As described below each of the Funds may purchase or sell
put and call options under certain circumstances. An option on a security is a
contract that gives the purchaser of the option, in return for the premium paid,
the right to buy a specified security (in the case of a call option) or to sell
a specified security (in the case of a put option) from or to the writer of the
option at a designated price during the term of the option.  An option on a
stock index gives the purchaser of the option, in return for the premium paid,
the right to receive from the seller cash equal to the difference between the
closing price of the index and the exercise price of the option.

          A Fund may purchase put options on securities to protect holdings in
an underlying or related security against a substantial decline in market value.
A Fund may purchase call options on securities to protect against substantial
increases in prices of securities the Fund intends to purchase pending its
ability to invest in such securities in an orderly manner.  A Fund may sell put
or call options it has previously purchased, which could result in a net gain or
loss depending on whether the amount realized on the sale is more or less than
the premium and other transaction costs paid on the put or call options which is
sold.

          A Fund may write a call or put option only if the option is "covered."
This means that, so long as the Fund is obligated as the writer of a call
option, it will own the underlying securities subject to the call, or hold a
call at the same or lower exercise price, for the same exercise period, and on
the same securities as the written call.  A put is covered if a Fund maintains
collateral consisting of cash or liquid portfolio securities with a value equal
to the exercise price in a segregated account, or holds a put on the same
underlying security at an equal or greater exercise price.  The value of the
underlying securities on which options may be written at any one time will not
exceed 25% of the total assets of a Fund.  A Fund will not purchase put or call
options if the aggregate premium paid for such options would exceed 5% of its
total assets at the time of purchase.

          Other Transactions.  Under certain circumstances the Funds may (a)
temporarily borrow money from banks for emergency or extraordinary borrowings,
(b) pledge their assets to secure borrowings, and (c) purchase securities of
other investment companies.

          A more complete discussion of the circumstances in which the Funds may
engage in the above activities is included in the Statement of Additional
Information.


                          ADDITIONAL RISK INFORMATION

RISKS COMMON TO THE FUNDS

          High Yield Securities  ("Junk Bonds").  Investments in securities
rated below investment grade that are eligible for purchase by a Fund are
described as "speculative" by both Moody's and S&P.  A security is considered to
be of "investment grade" quality if it is either (1) rated Baa or BBB or higher
by Moody's or S&P or  (2) not rated but determined by a Fund's investment
adviser to be of comparable quality.  (At the end of this Prospectus you will
find a description of Moody's and S&P's ratings systems.)  Investment in High
Yield Securities provides greater income and increased opportunity for capital
appreciation than investments in higher quality securities, but also typically
entails greater price volatility and credit risk (also called principal risk)
and market risk (also called income risk).

          High Yield Securities are predominantly speculative with respect to
the issuer's continuing ability to meet principal and interest payments.
Analysis of the creditworthiness of issuers junk bonds may be more complex than
for issuers of higher quality debt securities.  No more than 15% of a Fund's net
assets will be invested High Yield Securities.

          As with other fixed-income securities, High Yield Securities are
subject to credit risk and market risk.  Market risk relates to changes in a
security's value as a result of changes in interest rates.  Credit risk relates
to the ability of the issuer to make payments of principal and interest. High
Yield Securities rated "BB" or "Ba" or lower by Moody's or S&P or of comparable
quality are considered to be speculative with respect to the issuer's capacity
to pay interest and repay principal.

          High Yield Securities are generally subject to greater credit risk
than higher-rated securities because the issuers are more vulnerable to economic
downturns, higher interest rates or adverse issuer-specific developments.  In
addition, the prices of High Yield Securities are generally subject to greater
market risk and therefore react more sharply to changes in interest rates.  The
value and liquidity of High Yield Securities may be diminished by adverse
publicity and investor perceptions.

          Particular types of High Yield Securities may present special
concerns.  Some High Yield Securities in which the Funds may invest may be
subject to redemption or call provisions that may limit increases in market
value that might otherwise result from lower interest rates while increasing the
risk that the Funds may be required to reinvest redemption or call proceeds
during a period of relatively low interest rates.

          Short Sales Against the Box.   Short sales expose a Fund to the risk
that it will be required to purchase securities to cover its short position at a
time when the securities have appreciated in value, thus resulting in a loss to
the Fund.

          Options and Futures Contracts.  Options and futures contracts are
forms of derivatives.  The use of options and futures as hedging techniques may
not succeed where the price movements of the securities underlying the options
and futures do not follow the price movements of the portfolio securities
subject to the hedge.  Gains on investments in options and futures depend on the
portfolio manager's ability to predict correctly the direction of stock prices,
interest rates and other economic factors.  Where a liquid secondary market for
options or futures does not exist, a Fund may not be able to close its position
and, in such an event, would be unable to control its losses.  The loss from
investing in futures contracts is potentially unlimited.

          Fluctuation of Net Asset Value.  Because the major portion of each
Fund's portfolio will normally be invested in equity securities, their net asset
values may be subject to greater fluctuation than a portfolio containing a
substantial amount of fixed-income securities.

          Short-Term Trading.  The Funds do not intend to place emphasis on
short-term trading profits.  The Growth and Income Fund's and the Regional Bank
Fund's annual portfolio turnover rates generally are not expected to exceed 75%.
As stated above, under normal circumstances, the REIT Fund does not expect its
portfolio turnover rate to exceed 100%.  However, the REIT Fund does not place
limits on the rate of portfolio turnover, and investments may be sold without
regard to length of time held.

                    MANAGEMENT AND ORGANIZATION OF THE FUNDS

          Uniplan, Inc. is the investment adviser for the Growth and Income Fund
and the REIT Fund.  Marshall Capital is the investment adviser for the Regional
Bank Fund.  Uniplan's address is 839 N. Jefferson Street, Milwaukee, Wisconsin
53202.  Marshall Capital's address is 135 S. LaSalle Street, Chicago, Illinois
60603.  Uniplan and Marshall Capital supervise and manage the investment
portfolio of their respective Funds.  They also direct the purchase or sale of
investment securities in the day-to-day management of their Funds (subject to
such policies as the Trustees of each Fund may determine).

          Uniplan and Marshall Capital also provide investment advice to
individual and institutional clients with substantial investment portfolios.  As
of December 31, 1998, Uniplan and its affiliates managed approximately $242
million in assets.  Uniplan has been in existence for over 15 years.  Richard P.
Imperiale currently controls Uniplan and is primarily responsible for the day-
to-day management of the portfolios of the Funds managed by Uniplan.  He has
held this responsibility since the Fund commenced operations.  Mr. Imperiale
also has served as the Chairman, Secretary and a Trustee of the Growth and
Income Fund since it was organized.

          As of December 31, 1998, Marshall Capital managed over $15 million in
assets.  Marshall Capital has no prior experience in serving as an investment
adviser to an investment company; however, Marshall Capital and its affiliates
have selected securities for several unit investment trusts formed by Howe
Barnes Investments, Inc., a registered broker-dealer.  Marshall Capital has been
in existence for over ten years.  Marshall Capital is wholly-owned by Howe
Barnes Investments, Inc.  Mr. George Shelton is currently responsible for the
day-to-day management of the portfolios of the Funds managed by Marshall
Capital.

          Uniplan and Marshall Capital, at their own expense and without
reimbursement from the Funds, furnish office space and all necessary office
facilities, equipment and executive personnel for making investment decisions
for the Funds each manages and maintaining their organization.  Uniplan and
Marshall Capital also pay the salaries and fees of all officers and Trustees of
the Funds each manages (except the fees paid to disinterested directors or
Trustees who are affiliated with the distributor of Fund shares).

          For their services connected to the Funds, Uniplan and Marshall
Capital receive an annual fee of .60% on the first $500,000,000 of average net
assets, .50% of the next $500,000,000 of average net assets and .40% of average
net assets in excess of $1,000,000,000 of each Fund for which they act as
investment adviser.   In the most recent fiscal year, an aggregate fee of .60%
of average net assets was paid to Uniplan, as investment adviser for the Growth
and Income Fund.  All of the above fees are paid monthly.

                           DISTRIBUTION ARRANGEMENTS

          Adviser Dealer Services, Inc. (the "Distributor") is the distributor
and principal underwriter for both Class A and Class B shares of each Fund.  In
that capacity, the Distributor pays money owed to participating brokers, pays
servicing fees and pays various other promotional and sales-related expenses,
including the cost of printing and mailing prospectuses to persons other than
shareholders.

          Class A Servicing Fees.  Each Fund pays the Distributor annual
servicing fees of up to .25% of the Fund's average daily net assets attributable
to Class A shares.

          Class B Distribution and Servicing Fees.  Each Fund pays the
Distributor annual distribution and servicing fees of up to .75% and .25%,
respectively, of the Fund's average daily net assets attributable to Class B
shares.

          The Distributor is permitted to spend the distribution fee applicable
to Class B shares on any activities or expenses primarily intended to result in
the sale of Class B shares of a Fund.  Such activities and expenses include
compensation and reimbursement of expenses for financial consultants, other
employees of the Distributor or participating or introducing brokers who engage
in distribution of Class B shares.  They also include infrastructure expenses
such as printing of prospectuses and reports for other than existing Class B
shareholders, advertising and preparation, and printing and distribution of
sales literature.

          The Distributor is permitted to spend the servicing fee, applicable to
both Class A and Class B shares of the Funds, on personal services rendered to
shareholders of the Funds and the maintenance of shareholder accounts.  Such
expenses include compensation and reimbursement of financial consultants or
other employees of the Distributor or of participating or introducing brokers
who aid the Funds.  The Distributor may also spend such fees on interest
relating to unreimbursed distribution or servicing expenses from prior years.


          The Distributor is also permitted to pay additional cash bonuses or
other incentives to selected participating brokers in connection with the sale
or servicing of Class A and/or Class B shares of the Funds.  The Distributor
currently expects that such additional bonuses or incentives will not exceed
 .25% of the amount of any sale. 

          Howe Barnes Investments, Inc., an affiliate of Marshall Capital, has
agreed that in the event that the Distributor does not reimburse each of the
Funds for expenses that exceed 1.15% of a Fund's average net assets for Class A
shares and 1.90% of a Fund's average net assets for Class B share, it will
reimburse the respective Fund in the event that expenses exceed the above
amounts.
                            SHAREHOLDER INFORMATION
   
PURCHASE OF FUND SHARES    

          You may purchase Fund shares on any day the New York Stock Exchange
("NYSE") is open for business.  Each Fund offers and sells two classes of Fund
shares (Class A and Class B).  Adviser Dealer Services, Inc. (the
"Distributor"), which is the principal underwriter of the Funds, continuously
offers Fund shares for sale.  The Distributor also sells Fund shares through
other firms which have dealer agreements with the Distributor ("participating
brokers") or which have agreed to act as introducing brokers for the
Distributor ("introducing brokers").     

          The price per share (the offering price) will be the net asset value
per share ("NAV") next determined after your purchase order is accepted by the
Distributor, plus a sales charge.  Each Fund calculates NAV by (1) taking the
current market value of the Fund's total assets, (2) subtracting the liabilities
of that Fund, and (3) dividing the resulting amount by the total number of
shares owned by shareholders.

          All the Funds determine net asset value each business day as of the
close of regular trading (typically 4:00 p.m. Eastern Time) on the NYSE on each
day the NYSE is open for trading.  The Funds will not price their shares on any
national holidays or other days on which the NYSE is closed for trading.

             Purchase payments for Class A shares, less the applicable sales
charge, are invested at the net asset value next determined after acceptance of
the trade.  Purchase payments for Class B shares are fully invested at the net
asset value next determined after acceptance of the trade.

          Except for purchases through the Auto Invest plan and tax-qualified
programs described below, the minimum initial investment in each Fund is $2,500
and the minimum additional investment is $100.  As discussed below, the minimum
initial IRA investment is $250 and the minimum subsequent IRA investment is
$100.  No share certificates will be issued.

          You can purchase Fund shares either (1) through your broker or dealer
which has a dealer agreement with the Distributor or (2) by mailing an Account
Application with payment, as described below, to Firstar Mutual Fund Services,
LLC, which is the transfer agent for the Funds (if no dealer is named in the
application, the Distributor may act as dealer).

   DIRECT INVESTMENT    

          If you want to invest in a Fund directly, instead of through a
participating broker, you may do so by completing the Account Application
included with this Prospectus. Please send a completed application
form to:     

                    The Jefferson Fund Group Trust
                    c/o Firstar Mutual Fund Services, LLC
                    Mutual Fund Services, 3rd Floor
                    P.O. Box 701
                    Milwaukee, Wisconsin 53201-0701

          Do not mail letters or applications by overnight courier to the post
office address.  Correspondence and applications mailed by overnight courier
should be sent to:

                    The Jefferson Fund Group Trust
                    c/o Firstar Mutual Fund Services, LLC
                    Mutual Fund Services, 3rd Floor
                    615 East Michigan Street
                    Milwaukee, Wisconsin 53202

          All applications must be accompanied by payment in the form of a check
drawn on a U.S. bank payable to The Jefferson Fund Group Trust or by direct wire
transfer.  No cash will be accepted.  Firstar Mutual Fund Services, LLC will
charge a $20 fee against a shareholder's account for any payment check returned
to the custodian.  You will also be responsible for any loss suffered by a Fund
as a result. Applications are subject to acceptance by a Fund, and are not
binding until so accepted.  The Funds reserve the right to reject applications
in whole or part.

          All purchases are accepted subject to collection of checks at full
value and conversion into federal funds.  The purchase price is based on the net
asset value next determined after the purchase order and check are accepted,
even though the check may not yet have been converted into federal funds.

          Rather than mailing a check, you may initiate a wire transfer.  Before
establishing  a new account or any additional purchases for an existing account
by wire transfer, you should call Firstar Mutual Fund Services, LLC at (800)
216-9785 to provide information for the account.  A properly signed share
purchase application marked "follow-up" must be sent for all new accounts opened
by wire transfer.  Funds should be wired to:

                    Firstar Bank of Milwaukee, N.A.
                    777 East Wisconsin Avenue
                    Milwaukee, Wisconsin 53202
                    ABA #0750-00022
                    Firstar Trust MFS A/C #112-952-137
                    Credit to:  The Jefferson Fund Group Trust - [Name of Fund]
                    [Your account number and title of account, if known]

   
SUBSEQUENT PURCHASES OF SHARES     

          You can make subsequent purchases by mailing a check with a letter
describing the investment or with the additional investment portion of a 
confirmation statement.  The minimum subsequent purchase is $100.  All payments
should be made payable to The Jefferson Fund Group Trust and should clearly
indicate the shareholder's account number.    

   AUTO INVEST    

          The Auto Invest plan provides for periodic investments into your
account with a Fund by means of automatic transfers of a designated amount from
your bank account. Investments may be made monthly, on the business day of your
choosing, and may be in any amount subject to a minimum of $100 per month. 
Further information regarding the Auto Invest plan is available from the 
Distributor or participating brokers.  You may enroll by completing the
appropriate section of the Application that accompanies this Prospectus.    

   FUND LINK    

          (Fund Link does not apply to shares held in broker "street name"
accounts.)  Fund Link connects your Fund account with a bank account. Fund Link
may be used for subsequent purchases and for redemption and other transactions.
Purchase transactions are effected by electronic funds transfers from the 
shareholder's account at a U.S. bank or other financial institution that is an
Automated Clearing House ("ACH") member.  You may use Fund Link to make
subsequent purchases of shares in amounts from $100 to $10,000.    

          To initiate Fund Link purchases, call (800) 216-9785.  Fund Link is
normally established within 15 days of receipt of an application by Firstar
Mutual Fund Services, LLC.  Shares will be purchased on the regular business day
Firstar Mutual Fund Services, LLC receives the funds through the ACH system,
provided the funds are received before the close of regular trading on the New
York Stock Exchange.  If the funds are received after the close of regular
trading, the shares will be purchased on the next regular business day.  Most
transfers are completed within three business days after you call to place the
order.

          Fund Link privileges may be requested on the Account Application.  To
establish Fund Link on an existing account, complete the Supplemental
Application with signatures guaranteed from all shareholders of record for the
account.  Such privileges apply to each shareholder of record for the account
unless and until Firstar Mutual Fund Services, LLC receives written instructions
from a shareholder of record canceling such privileges.  Changes of bank account
information must be made by completing a new Supplemental Application signed by
all owners of record of the account, with all signatures guaranteed.  Firstar
Mutual Fund Services, LLC and a Fund may rely on any telephone instructions
believed to be genuine and will not be responsible for any damage, loss or
expenses arising out of such instructions.  The Fund reserves the right to
amend, suspend or discontinue Fund Link privileges at any time without prior
notice.

   CHANGES IN REGISTRATION AND ACCOUNT PRIVILEGES    

          Changes in registration or account privileges may be made in writing
to Firstar Mutual Fund Services, LLC.  Signature guarantees may be required.    

   CORRESPONDENCE    

           All correspondence must include your account number and must be sent
to Firstar Mutual Fund Services, LLC
    
   


    
   TDD SERVICE     

          Firstar Mutual Fund Services, LLC, the transfer agent, offers
Telecommunication Device for the Deaf (TDD) services for hearing impaired
shareholders.  The dedicated number for this service is (800) 684-3416.
    

          Purchasing Class A vs. Class B Shares.  The Funds offer two
alternative arrangements - Class A Shares and Class B Shares.  These
alternatives enable you to choose the method of purchasing Fund shares that is
most beneficial to you given the amount of the intended purchase, the length of
time you expect to hold the shares and other considerations.  You should
consider whether, during the anticipated life of an intended investment in the
Fund, the accumulated continuing distribution and servicing fees plus contingent
deferred sales charges on Class B shares would exceed the initial sales charges
plus accumulated servicing fees on Class A shares purchased at the same time, as
well as the possibility that the anticipated higher yield of Class A shares due
to lower ongoing charges will offset the initial sales charge paid on such
shares.

             For example, investors purchasing shares of sufficient value to
qualify for sales charges of 1% or less might prefer to purchase Class A Shares,
which are subject to an initial sales charge, because similar reductions are not
available for Class B Shares, which have a contingent deferred sales charge.
Moreover, all Class A Shares, while subject to a servicing fee, are not subject
to a distribution fee and, accordingly, are expected to pay correspondingly
higher dividends on a per share basis.  Investors whose purchase will not
qualify for reduced initial sales charges may nonetheless wish to consider Class
A shares if they expect to hold their shares for an extended period of time,
because, depending on the number of years the investor holds the investment, the
accumulated continuing distribution and servicing fees on Class B shares would
eventually exceed the initial sales charge plus the continuing servicing fee on
Class A shares during the life of such an investment.  However, because initial
sales charges are deducted at the time of purchase, not all of the purchase
payment for Class A shares is invested initially in Fund shares.

          Some investors might determine that it would be more advantageous to
utilize the deferred sales charge alternative to have all purchase payments
invested initially, although remaining subject to continuing distribution and
servicing fees and being subject to contingent deferred sales charges.

   
CLASS A SHARES - INITIAL SALES CHARGE ALTERNATIVE 

          Class A shares are sold at a public offering price equal to their net
asset value per share plus a sales charge, as set forth below.

                                                Sales        Discount or
                                 Sales          Charge       Commission
                                Charge           as %        to Dealers
                                 as %           of the         as % of
                                of Net          Public         Public
                                Amount         Offering       Offering
Amount of Purchase             Invested         Price           Price
- -------------------------------------------------------------------------
$0-$9,999                         5.82%          5.50%          4.75%
$10,000-$24,999                   4.71%          4.50%          3.75%
$25,000-$49,999                   3.63%          3.50%          3.00%
$50,000-$99,999                   2.56%          2.50%          2.00%
$100,000-$499,999                 1.52%          1.50%          1.00%
$500,000-$999,999                 1.01%          1.00%          0.75%
$1,000,000 +                         0%1<F11>      0%1<F11>     0.25%1<F11>

1<F11> The Distributor will pay a 0.25% commission to dealers who sell amounts
       of $1,000,000 or more of a Fund's Class A shares, which commission may
       be paid in installments over the couse of the year following the
       purchase, and the Distributor may pay additional commissions, not
       exceeding 0.25% per year, to dealers, if the shares remain outstanding.
       The Ditributor will not pay any commission upon the sale of Class A
       shares to any of the purchasers described below under "Sales at Net
       Asset Value."

          A Fund receives the entire net asset value of its Class A shares sold
to investors.  The Distributor receives the sales charge shown above less any
applicable discount or commission "reallowed" to participating brokers in the
amounts indicated in the table above.  The Distributor may, however, elect to
reallow the entire sales charge to participating brokers for all sales with
respect to which orders are placed with the Distributor for the Fund during a
particular period.  During such periods as may from time to time be designated
by the Distributor, the Distributor may pay selected participating dealers an
additional 0.25% of the public offering price to each participating dealer which
obtains purchase orders in amounts exceeding thresholds established by the
Distributor.

          Shares issued under the automatic reinvestment program are issued at
net asset value and are not subject to any sales charges.

   REDUCED SALES CHARGES FOR CLASS A SHARES    

           There are several ways that an investor can reduce the initial sales
change.  Each of these methods are described below.  The programs described
below may be modified or terminated at any time.    

           Combined Purchase Privilege.  Investors may qualify for a reduced
sales charge by combining purchases of the Class A shares of a Fund into a
"single purchase," if the resulting purchase totals at least $50,000.  The term
"single purchase" refers to:  (i) a single purchase by an individual, or
concurrent purchases by an individual, his spouse and their children under the
age of 21 years for his, her or their own account; (ii) a single purchase by a
trustee or other fiduciary purchasing shares for a single trust, estate or
fiduciary account although more than one beneficiary is involved; or (iii) a
single purchase for the employee benefit plans of a single employer. For further
information, consult the Statement of Additional Information or call (800) 216-
9785 or your broker.

          Cumulative Quantity Discount (Right of Accumulation).  A purchase of
additional Class A shares of a Fund may qualify for a Cumulative Quantity
Discount by adding:

                     (i) the investor's current purchase;

                    (ii) the value (at the close of business on the
                         day of the current purchase) of all Class A
                         shares of a Fund held by the investor;
                         and

                    (iii)     the value of all shares described in paragraph
                         (ii) owned by another shareholder eligible to be
                         combined with the investor's purchase into a "single
                         purchase" as defined above under "Combined Purchase
                         Privilege."

          For example, if you owned Class A shares of a Fund worth $25,000 and
wished to purchase Class A shares of that Fund worth an additional $30,000, the
sales charge for the $30,000 purchase would be at the 2.50% rate applicable to a
single $55,000 purchase of shares of the Fund, rather than the 3.50% rate.

          An investor or participating broker must notify the Distributor
whenever a quantity discount or reduced sales charge is applicable to a purchase
and must provide the Distributor with sufficient information at the time of
purchase to verify that each purchase qualifies for the privilege or discount.
When properly notified, the investor will receive the lowest applicable sales
charge.

               Letter of Intent.  You may also obtain a reduced sales charge by
using a written Letter of Intent, which expresses an intention to invest not
less than $50,000 within a period of 13 months in Class A shares of a Fund.
Each purchase of shares under a Letter of Intent will be made at prices
applicable at the time of such purchase to a single transaction of the dollar
amount indicated in the Letter.  At your option, a Letter of Intent may include
purchases of Class A shares of a Fund made not more than 90 days prior to the
date the Letter of Intent is signed; however, the 13-month period during which
the Letter is in effect will begin on the date of the earliest purchase to be
included and the sales charge on any purchases prior to the Letter will not be
adjusted.

          Investors qualifying for the Combined Purchase Privilege described
above may purchase shares of the Fund under a single Letter of Intent.  For
example, if at the time you sign a Letter of Intent to invest at least $100,000
in Class A shares of a Fund, you and your spouse each purchase Class A shares of
the Fund worth $30,000 (for a total of $60,000), it will only be necessary to
invest a total of $40,000 during the following 13 months in Class A shares of
the Fund to qualify for the 1.50% sales charge on the total amount being
invested (the sales charge applicable to an investment of $100,000 in the Fund).

          A Letter of Intent is not a binding obligation to purchase the full
amount indicated.  The minimum initial investment under a Letter of Intent is 5%
of such amount.  Shares purchased with the first 5% of such amount will be held
in escrow (while remaining registered in your name) to secure payment of the
higher sales charge applicable to the shares actually purchased in the event the
full intended amount is not purchased.  If the full amount indicated is not
purchased, such escrowed shares will be involuntarily redeemed to pay the
additional sales charge applicable to the amount actually purchased, if
necessary.  Dividends on escrowed shares, whether paid in cash or reinvested in
additional Fund shares, are not subject to escrow.  When the full amount
indicated has been purchased, the escrow will be released.

          If you wish to enter into a Letter of Intent in conjunction with your
initial investment in Class A shares of the Fund, you should complete the
appropriate portion of the Account Application included with this Prospectus.
If you are a current Class A shareholder wanting to do so you can obtain a form
of Letter of Intent by calling (800) 216-9785 or any broker participating in
this program.

               Sales at Net Asset Value.  The Funds may sell their Class A
shares at net asset value without a sales charge:  (1) to any Trustee or officer
of a Fund; (2) to any director or officer, or to any full-time employee or sales
representative (who has acted as such for at least 90 days), of Uniplan or
Marshall Capital (or any affiliate thereof) or any sub-adviser hired by Uniplan,
Marshall Capital or the Distributor; (3) to registered representatives and
employees of broker/dealers with whom the Distributor has sales agreements;
(4) to any qualified retirement plan for persons described above; (5) to any
officer, director or employee of a corporate affiliate of Uniplan, Marshall
Capital or the Distributor; (6) to any spouse, child, parent, grandparent,
brother or sister of any person named in (1), (2), (3) or (5) above; (7) to
employee benefit plans for employees of Uniplan, Marshall Capital or the
Distributor and/or their corporate affiliates; (8) to any employee or agent who
retires from Uniplan, Marshall Capital or the Distributor and/or a corporate
affiliate of Uniplan, Marshall Capital or the Distributor; (9) to any account
held in the name of a qualified employee benefit plan, endowment fund or
foundation if, on the date of the investment, the plan, fund or foundation has
assets of $5,000,000 or more or at least 100 participants; (10) to any state,
county, city, department, authority or similar agency prohibited by law from
paying a sales charge; or (11) any unallocated accounts held by any third party
administrators, registered investment advisers, trust companies and bank trust
departments which exercise discretionary authority and hold the accounts in
fiduciary, agency, custodial or similar capacity, if in the aggregate such
accounts equal or exceed $1,000,000; provided that sales to persons listed in
(1) through (11) above are made upon the written assurance of the purchaser that
the purchase is made for investment purposes and that the shares so acquired
will not be resold except to a Fund.  As described above, the Distributor will
not pay any initial commission to dealers upon the sale of Class A shares to the
purchasers described in this paragraph.

   
CLASS B SHARES - DEFERRED SALES CHARGE ALTERNATIVE

          Class B shares are sold at their current net asset value without any
initial sales charge.  A contingent deferred sales charge ("CDSC") is imposed on
Class B shares if an investor redeems an amount which causes the current value
of the investor's account for a Fund to fall below the total dollar amount of
purchase payments subject to the CDSC, except that no CDSC is imposed if the
shares redeemed have been acquired through the reinvestment of dividends or
capital gains distributions or if the amount redeemed is derived from increases
in the value of the account above the amount of purchase payments subject to the
CDSC.  All of an investor's purchase payments are invested in shares of a Fund.

          Whether a CDSC is imposed and the amount of the CDSC will depend on
the number of years since the investor made a purchase payment from which a
purchase payment for which an amount is being redeemed and the date such
purchase payment was made.  Purchases are subject to the CDSC according to the
following schedule:

                        Percentage
        Year Since      Contingent
     Purchase Payment    Deferred
         Was Made      Sales Charge
- -----------------------------------
          First             5
          Second            4
          Third             4
          Fourth            3
          Fifth             3
          Sixth             2
         Seventh            1
   Eighth and Following     0

          In determining whether a CDSC is payable, it is assumed that the
purchase payment from which the redemption is made is the earliest purchase
payment (from which a redemption or exchange has not already been effected).

          In determining whether an amount is available for redemption without
incurring a CDSC, the purchase payments made for all Class B shares in the
shareholder's account with the Fund are aggregated, and the current value of all
such shares is aggregated.  Any sales charges imposed on redemptions are paid to
the Distributor.

          Except as described below, for sales of Class B shares made and
services rendered to Class B shareholders, the Distributor intends to make
payments to participating brokers, at the time the shareholder purchases Class B
shares, of up to 1% (representing .75% distribution fees and .25% servicing
fees) of the purchase amount.  For sales of Class B shares made to participants
making periodic purchases of not less than $100 through certain employers' non-
qualified savings plans which are clients of a broker or dealer with which the
Distributor has an agreement with respect to such plans, no payments are made at
the time of purchase.

          For more information about the CDSC, call (800) 216-9785.

          Participating Brokers.  Investment dealers and other firms provide
varying arrangements for their clients to purchase and redeem Fund shares.  Some
may establish higher minimum investment requirements than set forth above.
Firms may arrange with their clients for other investment or administrative
services.  Such firms may independently establish and charge additional amounts
to their clients for such services, which charges would reduce clients' return.
Firms also may hold Fund shares in nominee or street name as agent for and on
behalf of their customers.  In such instances, the Fund's transfer agent will
have no information with respect to or control over accounts of specific
shareholders.  Such shareholders may obtain access to their accounts and
information about their accounts only from their broker.  In addition, certain
privileges with respect to the purchase and redemption of Fund shares or the
reinvestment of dividends may not be available through such firms.  Some firms
may participate in a program allowing them access to their clients' accounts for
servicing including, without limitation, transfers of registration and dividend
payee changes; and may perform functions such as generation of confirmation
statements and disbursement of cash dividends.  This Prospectus should be read
in connection with such firms' material regarding their fees and services.

   
REDEMPTIONS

          You may redeem Fund shares through a participating broker, by
telephone, by submitting a written redemption request directly to Firstar Mutual
Fund Services, LLC (for non-broker accounts) or through Fund Link.

          You may be charged a CDSC if you redeem Class B shares.  Your shares
will be redeemed at their net asset value, minus any applicable CDSC.  You will
not be charged by the Distributor for a redemption (other than applicable CDSC).
You should be aware, however, that a participating broker who processes a
redemption for an investor may charge customary commissions for its services.
Dealers and other financial services firms are obligated to transmit orders
promptly.  Requests for redemption received by dealers or other firms prior to
the close of regular trading on the New York Stock Exchange (normally 4:00 p.m.
Eastern time) on a regular business day and accepted by Firstar Mutual Fund
Services, LLC prior to the close of the Distributor's business day will be
confirmed at the net asset value effective as of the closing of the Exchange on
that day, less any applicable CDSC.

          Direct Redemption.  A shareholder's original Account Application
permits the shareholder to redeem by written request and by telephone (unless
the shareholder specifically elects not to utilize telephone redemptions) and to
elect one or more of the additional redemption procedures described below.  A
shareholder may change the instructions indicated on his original Account
Application, or may request additional redemption options, only by transmitting
a written direction to Firstar Mutual Fund Services, LLC.  Requests to institute
or change any of the additional redemption procedures will require a signature
guarantee.

          Redemption proceeds will, absent unusual circimstances, be mailed to
the redeeming shareholder within seven days or, in the case of wire transfer
redemptions, sent to the designated bank account within one business day.  Fund
Link redemptions may be received by the bank on the third business day.  In
cases where shares have recently been purchased by personal check, redemption
proceeds will be mailed upon the clearance of the personal check (which may take
up to 15 days from the purchase date.  To avoid such delay, investors should
purchase shares by certified or bank check or by wire transfer.

          Written Requests.  (Does not apply to shares held in broker "street
name" accounts.)  To redeem Fund shares in writing a shareholder must send the
following items Firstar Mutual Fund Services, LLC: (1) a written request for
redemption signed by all registered owners exactly as the account is registered
on Firstar Mutual Fund Services, LLC's records, including fiduciary titles, if
any, and specifying the account number and the dollar amount or number of Fund
shares to be redeemed; (2) for certain redemptions described below, a guarantee
of all signatures on the written request; and (3) any additional documents which
may be required by Firstar Mutual Fund Services, LLC for redemption by
corporations, partnerships or other organizations, executors, administrators,
trustees, custodians or guardians, or if the redemption is requested by anyone
other than the shareholder(s) of record.  Transfers of shares are subject to the
same requirements.  A signature guarantee is not required for redemptions of
$50,000 or less, requested by and payable to all shareholders of record for the
account, to be sent to the address of record for that account.  To avoid delay
in redemption or transfer, shareholders having any questions about these
requirements should contact Firstar Mutual Fund Services, LLC in writing or by
calling (800) 216-9785 before submitting a request.  Requests for redemption by
telegram and requests which are subject to any special conditions or which
specify an effective date other than as provided herein cannot be honored.
Redemption or transfer requests will not be honored until all required documents
in the proper form have been received by Firstar Mutual Fund Services, LLC.

          Shareholders who have an IRA must indicate on their redemption
requests whether or not to withhold federal income tax.  Unless otherwise
indicated, these redemptions, as well as redemptions of other investment plans
not involving a direct rollover to an eligible plan, will be subject to federal
income tax withholding.

          If the proceeds of the redemption (i) exceed $50,000, (ii) are to be
paid to a person other than the record owner, (iii) are to be sent to an address
other than the address of the account on Firstar Mutual Fund Services, LLC's
records, or (iv) are to be paid to a corporation, partnership, trust or
fiduciary, the signature(s) on the redemption request must be guaranteed as
described above, except that the Distributor may waive the signature guarantee
requirement for redemptions up to $2,500 by a trustee of a qualified retirement
plan, the administrator for which has an agreement with the Distributor.

   
CONDUCTING BUSINESS BY TELEPHONE.  (DOES NOT APPLY TO SHARES HELD IN BROKER
"STREET NAME" ACCOUNTS.)

          The Funds accept telephone requests for redemption of shares for
amounts from $1,000 up to $50,000 within any 7 calendar day period, except for
investors who have specifically declined telephone redemption privileges on the
Account Application or elected in writing not to utilize telephone redemptions.
The proceeds of a telephone redemption will be sent to the record shareholder at
his record address.  Changes in account information must be made in a written
authorization with a signature guarantee.  Telephone redemptions will not be
accepted during the 30-day period following any change in an account's record
address.

          The Funds will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, and may be liable for any
losses due to unauthorized or fraudulent instructions if they fail to employ
such procedures.  The Funds will require a form of personal identification prior
to acting on a caller's telephone instructions, will provide written
confirmations of such transactions and will record telephone instructions.  By
completing an Account Application, an investor agrees that the Funds, the
Distributor and Firstar Mutual Fund Services, LLC shall not be liable for any
loss incurred by the investor by reason of a Fund accepting unauthorized
telephone instructions for his account if a Fund reasonably believes the
instructions to be genuine.  Thus, you risk possible losses in the event of a
telephone instruction not authorized by you.  The Funds may accept telephone
instructions from any person identifying himself as the owner of an account or
the owner's broker where the owner has not declined in writing to utilize this
service.

          A shareholder making a telephone redemption should call Firstar Mutual
Fund Services, LLC at (800) 216-9785 and state (i) the name of the shareholder
as it appears on Firstar Mutual Fund Services, LLC's records, (ii) his or her
account number with the Fund, (iii) the amount to be withdrawn and (iv) the name
of the person requesting the redemption.  Usually the proceeds are sent to the
investor on the next Fund business day after the redemption is effected,
provided the redemption request is received prior to the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) that
day.  If the redemption request is received after the closing of the New York
Stock Exchange, the redemption is effected on the following Fund business day at
that day's net asset value and the proceeds are usually sent to the investor on
the second following Fund business day.  The Funds reserve the right to
terminate or modify the telephone redemption service at any time.  During times
of severe disruptions in the securities markets, the volume of calls may make it
difficult to redeem by telephone, in which case a shareholder may wish to send a
written request for redemption as described under "Written Requests" above.
Telephone communications may be recorded by the Distributor or Firstar Mutual
Fund Services, LLC.

          Fund Link Redemptions.  (Does not apply to shares held in broker
"street name" accounts.)  If a shareholder has established Fund Link, the
shareholder may redeem shares by telephone and have the redemption proceeds sent
to a designated account at a financial institution.  Fund Link is normally
established within 15 days of receipt of the Application by Firstar Mutual Fund
Services, LLC.  To use Fund Link for redemptions, call Firstar Mutual Fund
Services, LLC at (800) 216-9785.  Requests received by Firstar Mutual Fund
Services, LLC prior to the close of regular trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern time) on a business day will be processed
at the net asset value on that day and the proceeds (less any CDSC) will
normally be sent to the designated bank account on the following business day
and received by the bank on the second or third business day.  If the redemption
request is received after the close of regular trading on the New York Stock
Exchange, the redemption is effected on the following business day.  Shares
purchased by check may not be redeemed through Fund Link until such shares have
been owned (i.e., paid for) for at least 15 days.  Changes in bank account
information must be made by completing a new Supplemental Application, signed by
all owners of record of the account, with all signatures guaranteed.  The Fund
may terminate the Fund Link program at any time without notice to
shareholders.

          Expedited Wire Transfer Redemptions.  (Does not apply to shares held
in broker "street name" accounts.)  If a shareholder has given authorization for
expedited wire redemption, shares can be redeemed and the proceeds sent by
federal wire transfer to a single previously designated bank account.  Requests
received by the Fund prior to the close of the New York Stock Exchange will
result in shares being redeemed that day at the next determined net asset value
(less any CDSC) and normally the proceeds being sent to the designated bank
account the following business day.  The bank must be a member of the Federal
Reserve wire system.  Delivery of the proceeds of a wire redemption request may
be delayed by the Fund for up to 7 days if Firstar Mutual Fund Services, LLC
deems it appropriate under then current market conditions.  Once authorization
is on file, the Fund will honor requests by any person identifying himself as
the owner of an account or the owner's broker by telephone at (800) 216-9785 or
by written instructions.  The Fund cannot be responsible for the efficiency of
the Federal Reserve wire system or the shareholder's bank.  Firstar Mutual Fund
Services, LLC currently charges a $12.00 fee for each payment of redemption
proceeds made by wire, which will be deducted from the shareholder's account.
The shareholder is responsible for any charges imposed by the shareholder's
bank.  The minimum amount that may be wired is $1,000.  The Fund reserves the
right to change this minimum or to terminate the wire redemption privilege.
Shares purchased by check may not be redeemed by wire transfer until such shares
have been owned (i.e. paid for) for at least 15 days.  To change the name of the
single bank account designated to receive wire redemption proceeds, it is
necessary to send a written request with signatures guaranteed to Firstar Mutual
Fund Services.

          Systematic Withdrawal Plan.  An investor who owns or buys shares of a
Fund having a net asset value of $10,000 or more may open a Systematic
Withdrawal Plan and have a designated sum of money (not less than $100) paid
monthly to the investor or another person.  Such a plan may be established by
completing the appropriate section of the Supplemental Application.  If a
Systematic Withdrawal Plan is set up after the account is established providing
for payment to a person other than the shareholder of record or to an address
other than the address of record, a signature guarantee is required.  Shares of
either class of the Funds are deposited in a plan account and all distributions
are reinvested in additional shares of that class of the Fund at net asset
value.  Shares in a plan account are then redeemed at net asset value (less any
applicable CDSC) to make each withdrawal payment.  The CDSC applicable to Class
B shares is waived for certain redemptions under a plan.

          Redemptions are ordinarily made on the business day preceding the day
of payment at that day's closing net asset value and checks are mailed on the
day after the day of payment selected by the shareholder in the Supplemental
Application.  Payment will be made to any person the investor designates;
however, if the shares are registered in the name of a trustee or other
fiduciary, payment will be made only to the fiduciary, except in the case of a
profit-sharing or pension plan where payment will be made to the designee.  As
withdrawal payments may include a return of principal, they cannot be considered
a guaranteed annuity or actual yield of income to the investor.  The redemption
of shares in connection with Systematic Withdrawal Plan may result in a gain or
loss for tax purposes.  Continued withdrawals in excess of income will reduce
and possibly exhaust invested principal, especially in the event of a market
decline.  The maintenance of a Systematic Withdrawal Plan concurrently with
purchases of additional shares of a Fund would be disadvantageous to the
investor because of the CDSC that may become payable on such withdrawals in the
case of Class B shares and because of the initial sales charge in the case of
Class A shares.  For this reason, the minimum investment accepted for the Funds
while a Systematic Withdrawal Plan is in effect is $1,000, and an investor may
not maintain a plan for the accumulation of shares of the Fund (other than
through reinvestment of distributions) and a Systematic Withdrawal Plan at the
same time.  The cost of administering the Systematic Withdrawal Plans for the
benefit of those shareholders participating in them is borne by a Fund as an
expense of all shareholders.  The Funds or the Distributor may terminate or
change the terms of the Systematic Withdrawal Plan at any time. 

          Because the Systematic Withdrawal Plan may involve invasion of
capital, investors should consider carefully with their own financial advisers
whether the plan and the specified amounts to be withdrawn are appropriate in
their circumstances.  The Funds and the Distributor make no recommendations or
representations in this regard.

EXCHANGE PRIVILEGE

          A shareholder may, without charge, exchange Class A and Class B shares
of any Fund for shares of any other Fund within the same class on the basis of
their respective net asset values.  In addition, a shareholder of a Fund may,
without charge, exchange at net asset value any or all of an investment in one
Fund for shares of the Firstar Money Market Fund (the "Money Market Fund").
This Exchange Privilege is a convenient way for shareholders to buy shares in
another Fund or 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 Firstar Mutual Fund Services, LLC at (800)
216-9785.  There is no charge for exchange transactions which are requested by
mail.  Firstar Mutual Fund Services, LLC 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 this Prospectus and in the Prospectus for the Money Market Fund.

          This Exchange Privilege also permits shareholders of a Fund to make
regular investments in an existing account with that Fund by redeeming shares
from their Money Market Fund account.  There is no charge for this service, but
sales charges or CDSC may apply.  These transactions must meet the minimum
purchase amounts described herein 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
applicable Jefferson Fund.  For example, if an investor who owned Class A shares
of the Growth and Income 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 Growth and Income 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 a 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 distributions will be exchanged first, and thereafter any portions
exchanged will be from the earlier 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 a 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 gain 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 .02 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 a Fund's performance and shareholders, a Fund
reserves the right to temporarily or permanently limit the number of exchanges
or to otherwise prohibit or restrict shareholders from 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 a Fund and may
thus be restricted or refused.  Each of the Funds also believe that excessive
use of the exchange privilege 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.

          The Money Market Fund is managed by Firstar Investment Research and
Management Company, an affiliate of Firstar Mutual Fund Services, LLC.  The
Firstar Funds, including the Money Market Fund, are unrelated to the Jefferson
Fund Group Trust.

DIVIDENDS

          Class A vs. Class B Dividends.  Dividends paid in cash by each Fund
with respect to its Class A and Class B shares are calculated in the same manner
and at the same time and will be in the same amount relative to the aggregate
net asset value of the shares in each class, except that dividends on Class B
shares are expected to be lower than dividends on Class A shares as a result of
the distribution fee applicable to Class B shares.

          Dividend Reinvestment.  Fund shareholders may elect to have some or
all income dividends and capital gains distributions reinvested or paid in cash.
Shareholders having dividends and/or capital gains distributions paid in cash
may choose to have such amounts automatically deposited to their checking or
savings accounts.  If a Fund shareholder does not specify an election, all
income dividends and capital gains distributions will automatically be
reinvested in full and fractional shares calculated to the nearest 1,000th of a
share.  Shares are purchased at the net asset value in effect on the business
day after the dividend record date and are credited to the shareholder's account
on the dividend payment date.  Shareholders will be advised of the number of
Fund shares purchased and the price following each reinvestment.  An election to
reinvest or receive dividends and distributions in cash will apply to all shares
registered in the same name, including those previously purchased.

          A shareholder may change an election at any time by notifying a Fund
in writing.  If such a notice is received between a dividend declaration date
and payment date, it will become effective on the day following the payment
date.  A Fund may modify or terminate its dividend reinvestment program at any
time on thirty days' written notice to participants.

TAX CONSEQUENCES

          The following is a summary of some important tax issues that affect
the Funds and their shareholders.  The summary is based on current tax laws,
which may be changed by legislative, judicial or administrative action.  The
following does not present a detailed explanation of the tax treatment of the
Fund, or of the tax consequences of an investment in the Funds.  MORE
INFORMATION ABOUT TAXES IS LOCATED IN THE STATEMENT OF ADDITIONAL INFORMATION.
YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING SPECIFIC QUESTIONS AS TO FEDERAL,
STATE AND LOCAL INCOME TAXES.

          Tax Status of the Funds.  The Funds are treated as entities separate
from each other and from the Trust for tax purposes.  Each Fund intends to
qualify for the special tax treatment given to regulated investment companies.
As long as a Fund qualifies as a regulated investment company, it pays no
federal income tax on the earnings it distributes to shareholders.

          Tax Status of Distributions.  The Funds will distribute to their
shareholders substantially all of their income. Currently, each Fund declares
and pays dividends quarterly and distributes capital gains annually.  THE INCOME
DIVIDENDS YOU RECEIVE FROM A FUND WILL BE TAXED AS ORDINARY INCOME WHETHER YOU
RECEIVE THE DIVIDENDS IN CASH OR IN ADDITIONAL SHARES.  Shareholders will be
notified annually as to the federal tax status of dividends and distributions.
Corporate shareholders may be entitled to a dividends-received deduction for the
portion of dividends they receive which are attributable to dividends received
by a Fund from U.S. corporations.

          Capital gains distributions will result from gains on the sale or
exchange of capital assets held for more than one year, and will be taxed at
different rates depending on how long a Fund held the assets.  Distributions
paid in one year by a Fund but declared by the Fund in the previous year may be
taxable to you in the previous year.

          Tax Status of Share Transactions.  Each sale, exchange or redemption
of Fund shares is a taxable event to you.  You should consider the tax
consequences of any redemption or exchange before making such a request,
especially with respect to redemptions, if you invest in the fund through tax-
qualified retirement plan.

          State Tax Considerations.  The Funds are not liable for any income or
franchise tax in Delaware as long as they qualify as regulated investment
companies for Federal income tax purposes.  Distributions by a Fund may be
subject to state and local taxation.  You should verify your tax eligibility
with your tax advisor.

          Unique Tax Considerations for the REIT Fund.  The REIT Fund may invest
in real estate investment trusts ("REITs") that hold residual interests in real
estate mortgage investment conduits ("REMICs").  Under existing Treasury
regulations, a portion of the Fund's income from a REIT that is attributable to
the REIT's residual interest in a REMIC (referred to in the Code as an "excess
inclusion") will be subject to federal income tax in all events.  These
regulations are also expected to provide that excess inclusion income of a
regulated investment company, such as the Fund, will be allocated to
shareholders of the regulated investment company in proportion to the dividends
received by such shareholders, with the same consequences as if the shareholders
held the related REMIC residual interest directly.  In general, excess inclusion
income allocated to shareholders (i) cannot be offset by net operating losses
(subject to a limited exception for certain thrift institutions), (ii) will
constitute unrelated business taxable income to entities (including a qualified
pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or
other tax-exempt entity) subject to tax on unrelated business income, thereby
potentially requiring such an entity that is allocated excess inclusion income,
and otherwise might not be required to file a tax return, to file a tax return
and pay tax on such income, and (iii) in the case of a foreign shareholder, will
not qualify for any reduction in U.S. federal withholding tax.  In addition, if
at any time during any taxable year a "disqualified organization" (as defined in
the Code) is a record holder of a share in a regulated investment company, then
the regulated investment company will be subject to a tax equal to that portion
of its excess inclusion income for the taxable year that is allocable to the
disqualified organization, multiplied by the highest federal income tax rate
imposed on corporations.  Uniplan does not intend to invest Fund assets in REITs
that mostly hold residual interests in REMICs.


                                RETIREMENT PLANS

          The Funds offer the following retirement plans that may be funded with
purchases of Fund shares and may allow investors to shelter some of their income
from taxes:

          Individual Retirement Account ("IRA").  Individuals who receive
compensation or earned income, even if they are active participants in a
qualified retirement plan (or certain similar retirement plans), may establish
their own tax-sheltered IRA.  The Funds offer the Traditional IRA, the Roth IRA
and the Education IRA. There is currently no charge for establishing an account,
although there is an annual maintenance fee of $12.50. The minimum initial IRA
investment is $250 and the minimum subsequent IRA investment is $100.

          Simplified Employee Pension Plan ("SEP/IRA").  The Funds also offer a
prototype SEP/IRA for employers, including self-employed individuals, who wish
to purchase shares with tax-deductible contributions.  Under this plan, employer
contributions are made directly to the IRA accounts of eligible participants.

          Defined Contribution Retirement Plan (Keogh or Corporate Profit-
Sharing and Money-Purchase Plans).  A prototype defined contribution retirement
plan is available for employers, including self-employed individuals, who wish
to purchase Fund shares with tax-deductible contributions.

          Cash or Deferred 401(k) Plan.  A prototype cash or deferred 401(k)
plan is available for employers who wish to allow employees to elect to reduce
their compensation and have such amounts contributed to the plan.

          A description of applicable service fees and certain limitations on
contributions and withdrawals, as well as application forms, are available from
the Funds upon request.  The IRA documents contain a disclosure statement which
the Internal Revenue Service requires to be furnished to individuals who are
considering adopting an IRA.  Because a retirement program involves commitments
covering future years, it is important that the investment objective of the Fund
be consistent with the participant's retirement objectives.  Premature
withdrawals from a retirement plan will result in adverse tax consequences.  The
amounts eligible for investment in retirement plans may change at any time due
to changes in the Internal Revenue Code or any regulation promulgated
thereunder.

    HISTORICAL PERFORMANCE DATA OF PRIVATE ACCOUNTS MANAGED BY UNIPLAN 
                              RELATING TO REITS 

         Below is historical performance data relating to Uniplan, in order to
show Uniplan's past performance in managing private accounts similar to the REIT
Fund.  Richard Imperiale, the officer of Uniplan responsible for managing the
private accounts described below is the officer responsible for managing the
investment portfolio of the REIT Fund.  The data below is a composite of private
accounts managed by Uniplan.  While the data does not reflect all of the assets
under management and may not accurately reflect the performance of all private
accounts managed by Uniplan, the data does reflect all of Uniplan's assets under
management with investment objectives similar to the REIT Fund.  The private
accounts to which the data below relates had the same investment objectives as
the Fund and were managed using substantially similar, though not necessarily
identical, investment strategies and techniques as those contemplated for use by
the REIT Fund.  The private accounts described below were not subject to the
Investment Company Act of 1940.  If they had been subject to the Investment
Company Act, the performance of the accounts might have been adversely affected.
All performance data is historical and investors should not consider this
performance data as an indication of future performance of the REIT Fund or the
results an individual investor might achieve by investing in the REIT Fund.

          All returns quoted are time-weighted total rates of return and include
the reinvestment of dividends and interest.  Performance results are presented
net of all transaction costs, commissions and management and custodial fees
charged by Uniplan.  The performance information does not reflect sales charges
on the REIT Fund's shares.  The annual management fees and other expenses of
each of Uniplan's accounts to which the data below relate averaged 1.05%,
whereas the total operating expenses of the Class A shares and Class B shares of
the REIT Fund are expected to be 1.15% and 1.90%, respectively.  Because the
expenses of the REIT Fund are expected to be higher than the expenses of
Uniplan's private accounts, the actual performance of the private accounts would
have been lower under the REIT Fund's fee structure.  All information presented
is based on data supplied by Uniplan or from statistical services, reports or
other sources believed by Uniplan to be reliable, in accordance with standards
established by the Association for Investment Management and Research. Investors
should also be aware that other performance calculation methods may produce
different results, and that comparison of investment results should consider
qualitative circumstances and should be made only for portfolios with
generally similar investment objectives.    

                             ANNUAL RATES OF RETURN
   
                                             NAREIT EQUITY INDEX(2)<F13>
               COMPOSITE OF UNIPLAN             (FOR THE PERIOD ENDING
YEAR       REIT PRIVATE ACCOUNTS(1)<F12>             DECEMBER 31)
- -------------------------------------------------------------------------
1989                  12.75%                              8.84%
1990                  -9.88%                            -15.35%
1991                  38.71%                             35.70%
1992                  15.48%                             14.59%
1993                  31.13%                             19.65%
1994                   3.83%                              3.17%
1995                  15.58%                             15.27%
1996                  37.44%                             35.27%
1997                  23.25%                             20.26%
1998                 -10.60%                            -17.51%
                   ---------                          ---------
(1)<F12>The calculation of the rates of return was perfromed inaccordance with
        the Performance Presentation Standards endorsed by the Association for
        Investment Management and Rtesearch (``AIMR''). Other performance
        calcualation methods, including the SEC method, may produce different
        results. The AIMR performance persentation criteris requrie the
        presentation of at least a ten year performance recrod or performance
        for the period since inception, if shorter.
(2)<F13>NAREIT is a registered trademark of The National Association of Real
        Estate Investment Trusts. The NAREIT Equity Index is a capitalization
        weighted index of all tax-qualified REITs listed on the New York Stock,
        American Stoack Exchange and the NASDAQ National Market System which
        have at least 75 % of their gross invested book assets invest directly
        or indirectly in the equity ownership or real estate.

   

   COMPOUNDED ANNUAL RATES OF RETURN FOR THE PERIOD ENDING DECEMBER 31, 1998

             COMPOSITE OF UNIPLAN REIT              NAREIT EQUITY
YEARS            PRIVATE ACCOUNTS                       INDEX
- ------------------------------------------------------------------
One Year             -10.60%                           -17.51%
Three Years           14.84%                            10.30%
Five Years            12.69%                             9.80%
Seven Years           15.56%                            11.88%
Inception             14.71%                            10.81%

                                APPENDIX A     
                             
                       DESCRIPTION OF SECURITIES RATINGS

          Standard & Poor's Debt Ratings.  A Standard & Poor's corporate debt
rating is a current assessment of the creditworthiness of an obligor with
respect to a specific obligation.  This assessment may take into consideration
obligors such as guarantors, insurers or lessees.

          The debt rating is not a recommendation to purchase, sell or hold a
security, in as much as it does not comment as to market price or suitability
for a particular investor.

          The ratings are based on current information furnished by the issuer
or obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform any audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.

          The ratings are based, in varying degrees, on the following
considerations:

I.   Likelihood of default - capacity and willingness of the obligor as to the
     timely payment of interest and repayment of principal in accordance with
     the terms of the obligation;

II.  Nature of and provisions of the obligation;

III. Protection afforded by, and relative position of the obligation in the
event of bankruptcy,  reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights;

AAA.  Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA.  Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A.  Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in the higher rated categories.

BBB.  Debt rated BBB are regarded as having an adequate capacity to pay interest
and repay principal.  Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

BB, B.  Debt rated BB and B are regarded, on balance, as predominately
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation.  While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

Moody's Bond Ratings.

  Aaa.  Bonds which are rated Aaa are judged to be 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 which are 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 which are 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 which are 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 which are 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 which are rated B generally lack characteristics of the desirable
investment.  Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

          Moody's bond rating symbols may contain numerical modifiers of a
generic rating classification.  The modifier 1 indicates that the bond ranks at
the higher end of its category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

   
(JEFFERSON FUNDS LOGO)

PURCHASE APPLICATION
   
Send completed application to: The Jefferson Fund Group Trust, c/o Firstar 
Mutual Fund Services LLC    
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202

1. INVESTMENT CHOICES
   Please indicate the amount you wish to invest $------------.    
   
<TABLE>
                                                                  DISTRIBUTION OPTIONS
                                                                   CAPITAL GAINS                             DIVIDENDS REINVESTED &
                          INITIAL INVESTMENT   CAPITAL GAINS &      REINVESTED &         CAPITAL GAINS AND        CAPITAL GAINS
                               AMOUNT        DIVIDENDS REINVESTED DIVIDENDS IN CASH*<F30> DIVIDENDS IN CASH*<F30>  PAID TO CASH 
                                             --------------------------------------------------------------------------------------
<S>                            <S>                 <C>                 <C>                       <C>                   <C>
[ ] JEFFERSON GROWTH      --------------           [ ]                 [ ]                       [ ]                   [ ]
        AND INCOME FUND 
        CLASS A

[ ] JEFFERSON GROWTH      --------------           [ ]                 [ ]                       [ ]                   [ ]
        AND INCOME FUND         
        CLASS B
                                                     
[ ] JEFFERSON REIT FUND   --------------           [ ]                 [ ]                       [ ]                   [ ]
        CLASS A

[ ] JEFFERSON REIT FUND   --------------           [ ]                 [ ]                       [ ]                   [ ]
        CLASS B                                                                                                        
        
[ ] JEFFERSON REGIONAL    --------------           [ ]                 [ ]                       [ ]                   [ ]
        BANK FUND                                                                                                      
        CLASS A
        
[ ] JEFFERSON REGIONAL   --------------            [ ]                 [ ]                       [ ]                   [ ]
        BANK FUND 
        CLASS B

                                              *<F30> Unless otherwise indicated, cash distributions will be mailed to the address 
                                                     in Section C.
</TABLE>
    

2. INVESTOR NAME

[ ] Individual:

- ------------------------------------------------------------------------------
Name                                                  Birth date

- -------------------------   ------------------------   -----------------------
Social Security No.         Citizen of [ ] U.S.        [ ] Other

[ ] Joint owner:

- ------------------------------------------------------------------------------
Name                                                  Birth date

- -------------------------   ------------------------   -----------------------
Social Security No.         Citizen of [ ] U.S.        [ ] Other

[ ] Gift to minor:

- ------------------------------------------------------------------------------
Name of Custodian

- ------------------------------------------------------------------------------
Minor's Name                                          Birth date

- -------------------------   ------------------------   -----------------------
Social Security No.         Citizen of [ ] U.S.        [ ] Other

[ ] Corporation, partnership, or other entity (A corporate resolution is
required).

- ------------------------------------------------------------------------------
Name of entity

- ------------------------------------------------------------------------------
Taxpayer Identification Number


3. MAILING ADDRESS.


- ------------------------------------------------------------------------------
Street, Apt.                                    City/State/Zip

(       )
- ------------------------------------------------------------------------------
Daytime phone 

SEND DUPLICATE STATEMENT TO:

(       )
- ------------------------------------------------------------------------------
Daytime phone 

- ------------------------------------------------------------------------------
Street, Apt.                                    City/State/Zip
   
4. INVESTMENT, PAYMENT FOR INITIAL PURCHASE AND DISTRIBUTION.  The minimum
initial investment is $2,500 for shares of Jefferson Funds. Minimum additions
to the Fund are $100.    

My initial investment is $------------------.

My investment is being sent
   
[ ] by check.  (Payable to Jefferson Fund Group Trust).    
   
[ ] by wire.  (The establishment of a new account by wire transfer should be
preceded by a telephone call to Firstar Mutual Fund Services, LLC at
1-800-216-9785 to provide information for the setting up of the account.
Please see the prospectus for complete Federal wire instructions.  A completed
share purchase application must also be sent to The Jefferson Fund Group Trust
at the above address immediately following the investment.)    

   
*<F1>If you would like your cash payments automatically deposited to your 
checking or savings account, please check this box [ ].  Also check "Fund Link
Redemption" box and provide appropriate bank information in item 6 (Telephone
Options) on the reverse side of this form.    

5. LETTER OF INTENT. (This option available for Class A shares only).  I agree
to the Letter of Intent conditions stated in the current prospectus.  I intend
to invest within a 13-month period beginning on ------------------ (initial
purchase date) in shares of the Fund purchased with this application, an
aggregate amount which, together with the value of shares of the Fund owned by
me on the initial purchase date, will be at least equal to:
 [ ] $50,000   [ ] $100,000   [ ] $500,000   [ ] $1,000,000   [ ] $3,000,000
(If no date is specified, the initial purchase date will be the date of this
purchase).

6.TELEPHONE OPTIONS.  You will automatically have certain telephone exchange and
redemption privileges described below for yourself and your dealer
representative, unless you decline such privileges below.
[ ] Telephone Redemption.  The proceeds will be mailed to the address of record
or deposited to your bank account.  $1,000 minimum/$50,000 maximum telephone
redemption.  (Complete bank account  information below).
[ ] Fund Link Redemption*<F2>. Permits the liquidation of my shares with 
proceeds electronically sent to your bank account.  (Complete bank account 
information below).
[ ] Fund Link Purchase*<F2>.  Permits the purchase of shares using your bank 
account to clear the transaction.  (Complete bank account information below).
[ ] I do not wish to allow telephone transactions on my accounts.


- ------------------------------------------------------------------------------
Name of bank account

- ------------------------------------------------------------------------------
Bank name                                        Account number

- ------------------------------------------------------------------------------
Bank address                                    City/State/Zip
*<F2>For Fund Link options, your signed application must be received at least 15
business days prior to initial transaction. To assure proper
crediting/debiting of your bank account, please attach a voided check or deposit
slip.

   
7. AUTOMATIC INVESTMENT PLAN.  Please start my Automatic Investment Plan as
described in the Prospectus beginning (month) ---------------- (year) -------.
I hereby instruct Firstar Mutual Fund Services, LLC, Transfer Agent for The
Jefferson Fund Group Trust, to automatically transfer $------------- (minimum
$100) directly from my checking, NOW, or savings account named below on the
- -------- day of each month or the first business day thereafter.  I understand
that I will be assessed a $20 fee if the automatic purchase cannot be made due
to insufficient funds, stop payment, or for any other reason.    


- ------------------------------------------------------------------------------
Name(s) on bank account

- ------------------------------------------------------------------------------
Bank name                                        Account number

- ------------------------------------------------------------------------------
Bank address                                    City/State/Zip

- ------------------------------------------------------------------------------
Signature of bank account owner                 Signature of joint owner

Your signed application must be received at least 15 business days prior to
initial transaction/  An unsigned voided check (for checking accounts) or a
savings account deposit slip is required with your application.


8. SIGNATURES AND CERTIFICATION.  I am (we are) of legal age, have received and
read the Prospectus, and agree to the terms therein.  I (we) certify that (1)
the Social Security or Taxpayer Identification Number provided above is correct
and (2) that the IRS has never notified me (us) that I am (we are) subject to
31% backup withholding.

UNDER THE PENALTY OF PERUJURY, I CERTIFY THAT (1) THE SOCIAL SECURITY NUMBER
OR TAXPAYER IDENTIFICATION NUMBER SHOWN ON THIS FORM IN MY CORRECT TAXPAYER
IDENTIFICATION NUMBER, AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING WITHER AS
A REUSLT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENS, OR THE IRS HAS 
NOTIFIES ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. THE IRS DOES NOT
REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.



- ------------------------------------------------------------------------------
Signature of individual                          Date

- ------------------------------------------------------------------------------
Signature of joint owner                         Date

- ------------------------------------------------------------------------------
Signature of authorized officers, partners, trustees or others       Date


9.DEALER INFORMATION. (Please be sure to complete representative's first name
and middle initial).

- ------------------------------------------------------------------------------
Dealer name                                    

DEALER HEAD OFFICE

- ------------------------------------------------------------------------------
Address

- ------------------------------------------------------------------------------
City/State/Zip

- ------------------------------------------------------------------------------
Telephone number

REPRESENTATIVE'S BRANCH OFFICE

- ------------------------------------------------------------------------------
Address

- ------------------------------------------------------------------------------
City/State/Zip

- ------------------------------------------------------------------------------
Telephone number                           Rep's A.E. number


 (JEFFERSON FUNDS LOGO)

SUPPLEMENTAL APPLICATION

This supplemental application may be used to add special investment options
described in the Prospectus.
It must be accompanied by a completed purchase application if an account has not
been established.

   
Send completed application to: The Jefferson Fund Group Trust, c/o Firstar
Mutual Fund Services, LLC    
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202

1. ACCOUNT REGISTRATION ADDRESS.


- ------------------------------------------------------------------------------
Investor name                                   Social Security number

- ------------------------------------------------------------------------------
Account number (if existing account)            Daytime phone number (Area code)

- ------------------------------------------------------------------------------
Address                                          City/State/Zip

   
2. AUTOMATIC INVESTMENT PLAN.  Please start my Automatic Investment Plan as
described in the Prospectus beginning
(month) ----------------- (year) ------ .  I hereby instruct Firstar Mutual
Fund Services, LLC, Transfer Agent for The Jefferson Fund Group Trust, to
automatically transfer $------------- (minimum $100) directly from my checking,
NOW, or savings account named below on the ----------- day of each month or the
first business day thereafter.  I understand that I will be assessed a $20 fee
if the automatic purchase cannot be made due to insufficient funds, stop
payment, or for any other reason.    


- ------------------------------------------------------------------------------
Name(s) on bank account

- ------------------------------------------------------------------------------
Bank name                                        Account number

- ------------------------------------------------------------------------------
Bank address                                    City/State/Zip

- ------------------------------------------------------------------------------
Signature of bank account owner                 Signature of joint owner

Your signed application must be received at least 15 business days prior to
initial transaction.  AN UNSIGNED VOIDED CHECK (FOR CHECKING ACCOUNTS) OR A
SAVINGS ACCOUNT DEPOSIT SLIP IS REQUIRED WITH YOUR APPLICATION.

   
3. SYSTEMATIC WITHDRAWALS.  A balance of at least $10,000 is required for this
option.
I would like to withdraw from Jefferson Funds $------------- ($100 minimum) as
follows:


[ ]I would like to have payments made to me on or about the -----th day of each
month, OR
[ ]I would like to have payments made to me on or about the -----th  day of the
months that I have circled below:

Jan.  Feb.  Mar.  Apr.  May   June   July   Aug.   Sept.   Oct.   Nov.   Dec.

[ ]I would like to have my payments automatically deposited to my checking or
savings account.  I have attached a voided check or deposit slip.  (A check will
be mailed to the above Account registration address if this box is not checked)

4.TELEPHONE OPTIONS.  You will automatically have certain telephone exchange and
redemption privileges described below for yourself and your dealer
representative, unless you decline such privileges below.

[ ]Telephone Redemption.  The proceeds will be mailed to the address of record
or deposited to your bank account.
$1,000 minimum/$50,000 maximum telephone redemption.  (Complete bank account
information below).

[ ]Fund Link Redemption*<F3>. Permits the liquidation of my shares with proceeds
electronically sent to your bank account.
(Complete bank account information below).

[ ]Fund Link Purchase*<F3>.  Permits the purchase of shares using your bank 
account to clear the transaction.
(Complete bank account information below).

[ ]I do not wish to allow telephone transactions on my accounts.


- ------------------------------------------------------------------------------
Name of bank account

- ------------------------------------------------------------------------------
Bank name                                        Account number

- ------------------------------------------------------------------------------
Bank address                                    City/State/Zip

*<F3>For Fund Link options, your signed application must be received at least 15
business days prior to initial transaction.
To assure proper crediting/debiting of your bank account, please attach a voided
check or deposit slip.

5. SIGNATURES.  Please sign exactly as your name(s) appear(s) on your account.

- ------------------------------------------------------------------------------
Signature                                                           Date

- ------------------------------------------------------------------------------
Joint owner signature (if any)     Title (if officer, trustee, custodian, etc)

- ------------------------------------------------------------------------------
Date

- ------------------------------------------------------------------------------
Signature(s) guaranteed by

(A guarantee is required to add telephone options to existing accounts.  Your
signature should be guaranteed by your banker or broker-dealer.  A  notary
public is not acceptable.)

(JEFFERSON FUNDS LOGO)

INDIVIDUAL RETIREMENT ACCOUNT (IRA) APPLICATION

   
Send completed application to: The Jefferson Fund Group Trust, c/o Firstar 
Mutual Fund Services, LLC    
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202

- ------------------------------------------------------------------------------
1. INVESTOR INFORMATION.

- ------------------------------------------------------------------------------
Investor name                                   Daytime phone

- ------------------------------------------------------------------------------
Address                                         City/State/Zip

- ------------------------------------------------------------------------------
Social Security number                          Birth date

2. BENEFICIARY DESIGNATION (OPTIONAL). If no beneficiary is named, in the event
of your death your IRA will be payable to your estate.

- ------------------------------------------------------------------------------
Beneficiary name                                Relationship

- ------------------------------------------------------------------------------
Address                                         City/State/Zip

- ------------------------------------------------------------------------------
Social Security number                          Birth date

3. TYPE OF IRA. (Please select only one of the following account types)
[ ] Individual Retirement Account ($250 minimum)
[ ] Rollover IRA
[ ] SEP IRA
[ ] SIMPLE IRA (Must be accompanied by IRSforms 5305 SA and 5304 SIMPLE)
[ ] Roth IRA
[ ] Conversion Roth IRA (only available to individuals with single or joint
    Adjusted Gross Income of $100,000 or less).
    Year of Conversion -------- (Year in which traditional IRA was converted to
a Roth IRA.)

   
4. INVESTMENT CHOICES. Total Investment $------------------
Fill in the amount or percentage of the total to be invested in each Fund
(Minimum investment is $250 per fund.)
                                                Amount              Percentage
[ ] Jefferson Growth & Income Fund Class A      $-----------------  ---------%
[ ] Jefferson Growth & Income Fund Class B      $-----------------  ---------%
[ ] Jefferson REIT Fund Class A                 $-----------------  ---------%
[ ] Jefferson REIT Fund Class B                 $-----------------  ---------%
[ ] Jefferson Regional Bank Fund Class A        $-----------------  ---------%
[ ] Jefferson Regional Bank Fund Class B        $-----------------  ---------%
 

5. TYPE OF CONTRIBUTION.  (Please select one of the following types of
contributions)
[ ] Yearly Contribution for Tax Year -------- (If prior year, must be mailed on
or before April 15th).
[ ] Transfer (assets are a direct transfer from previous custodian). Please
attach transfer form.
[ ] Rollover assets (You had physical receipt of assets for less than 60 days)
from previous IRA.
[ ] Direct Rollover of Assets from your employer sponsored plan (you did not
have receipt of assets). Please indicate previous account type. (Direct
rollovers not allowed into a Roth IRA.)

- --- Corporate   --- Pension Plan   --- Profit Sharing Plan   --- 401(k)   ---
403(b)   --- Other (please specify)-----------------------
[ ] Rollover Roth (Rollover of Traditional IRA to Conversion Roth IRA).

   
6.SIGNATURES.  I adopt the Jefferson Fund Group Trust Individual Retirement
Account and appoint Firstar Bank Milwaukee, N.A. to perform custodial and other
administrative services specified in the IRA Custodial Agreement.  I have
received and read the Prospectus for the Fund and have read and understood the
IRA Custodial Agreement and Disclosure Statement.  I certify under penalties of
perjury that my Social Security number (above) is correct, and that I am of
legal age.  If I am opening this IRA with a distribution from an employer-
sponsored retirement plan or another individual retirement account, I certify
that the distribution qualifies as a rollover contribution.  I understand that
the fees relating to my IRA may be separately billed or collected by redeeming
sufficient shares from my Fund account balance.  I agree to provide the
Internal Revenue Service with information as required.  I further agree to
follow all of the terms and conditions of the IRA Custodial Agreement.
    

- ------------------------------------------------------------------------------
Signature                                                           Date
Appointment as custodian accepted:

- ------------------------------------------------------------------------------
   Firstar Bank Milwaukee, N.A.                                     Date    

7.DEALER INFORMATION. (Please be sure to complete representative's first name
and middle initial).


- ------------------------------------------------------------------------------
Dealer name                                    

DEALER HEAD OFFICE

- ------------------------------------------------------------------------------
Address

- ------------------------------------------------------------------------------
City/State/Zip

- ------------------------------------------------------------------------------
Telephone number

REPRESENTATIVE'S BRANCH OFFICE

- ------------------------------------------------------------------------------
Address

- ------------------------------------------------------------------------------
City/State/Zip

- ------------------------------------------------------------------------------
Telephone number                             Rep's A.E. number

   
(JEFFERSON FUNDS LOGO)

INDIVIDUAL RETIREMENT ACCOUNT (IRA) TRANSFER FORM

Use this form to transfer assets from an existing IRA to oneor more of the 
Jefferson Fund.  Please call 800-216-9785 if you have any questions.
Send completed application along with your IRA application or existing Jefferson
Funds account number  to: The Jefferson Fund Group Trust, c/o Firstar Mutual
Fund Services, LLC

Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202

- ------------------------------------------------------------------------------
1. INVESTOR INFORMATION.

- ------------------------------------------------------------------------------
Investor name                                   Social Security number

- ------------------------------------------------------------------------------
Address                                         City/State/Zip

- ------------------------------------------------------------------------------
Daytime phone                                   Evening phone

2. PLEASE TRANSFER MY IRA FROM.

- ------------------------------------------------------------------------------
Name of current custodian (bank, mutual fund, etc.)

- ------------------------------------------------------------------------------
Address                                         City/State/Zip

- ------------------------------------------------------------------------------
Acc't No. or Certificate of Deposit (CD)        Maturity date (if applicable)

If Certificate of Deposit, please transfer [ ] immediately     [ ] at maturity

3. PLEASE CHECK ONE: (If you are opening a new account, you will need to
accompany this form with a completed IRA Application).

[ ] Open a new*<F1> Jefferson Fund(s).
   *<F1>If you are opening a new account, this form must be accompanied by a
completed IRA Application

[ ] IRA
[ ] Rollover IRA
[ ] SEP-IRA 
[ ] SIMPLE
[ ] Roth IRA 
[ ] **<F2>Conversion Roth IRA
      Year Established ---------  (Year in which traditional IRA was converted
to a Roth IRA.)

**<F2>Only available to individuals with single or joint Adjusted Gross Income 
of $100,000 or less.

[ ] Invest in my existing Jefferson Fund(s).

                   Account #

[ ] IRA           ------------------
[ ] Rollover IRA  ------------------
[ ] SEP-IRA       ------------------
[ ] SIMPLE        ------------------
[ ] Roth IRA      ------------------
[ ] **<F2>Conversion Roth IRA -----------------------------

   
                                 Account #           Investment
                                 if applicable       Amount or       Percentage
[ ] Jefferson Growth
    & Income Fund Class A        ------------        $----------     ---------%
[ ] Jefferson Growth & Income
     Fund Class B                ------------        $----------     ---------%
[ ] Jefferson REIT Fund
     Class A                     ------------        $----------     ---------%
[ ] Jefferson REIT Fund
     Class B                     ------------        $----------     ---------%
[ ] Jefferson Regional
     Bank Fund
     Class A                     ------------        $----------     ---------%
[ ] Jefferson Regional
     Bank Fund
     Class B                     ------------        $----------     ---------%
     

4. CONVERSION OF TRADITIONAL IRA TO ROTH IRA.
[ ] Check here if you are distributing assets from a traditional IRA with the
intention of establishing a conversion Roth IRA.

5. SIGNATURES. (exactly as registered)

To current Custodian:  Please consider this your authority to sell [ ] all of my
assets or [ ] $-------- of my assets in the account identified in section 2
above and prepare a check to the appropriate Jefferson Fund(s).  It is my
intention to transfer these assets to the above-named fund, for which Firstar
Bank Milwaukee, N.A. acts as Custodian.  I understand a check will be sent
regular mail unless I inform you to send the proceeds via an alternative method.
I certify that I have received and read the prospectus for the fund into which
I am transferring my IRA.  Thank you for your prompt handling.

- ------------------------------------------------------------------------------
Signature                                                           Date

- ------------------------------------------------------------------------------
Signature guarantee                                                 Date

- ------------------------------------------------------------------------------
Signature(s) guaranteed by

(A guarantee is required to add telephone options to existing accounts.  Your
signature should be guaranteed by your banker or broker-dealer.  A  notary
public is not acceptable.)

6. ACCEPTANCE. (This portion is to be completed by the Custodian for the
Jefferson Fund Group Trust).

Please be advised that Firstar Bank Milwaukee, N.A. has been appointed to serve
as successor custodian of this IRA.  Please send the check or Federal Wire
representing the liquidation of the investments indicated above along with a
copy of this form to identify the check as a transfer of assets to: The
Jefferson Fund Group Trust, c/o Firstar Bank Milwaukee, N.A.
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202


- ------------------------------------------------------------------------------
Accepted by
    


(JEFFERSON FUNDS LOGO)
EDUCATION IRA APPLICATION
   
Mail To:                               Overnight Express Mail To:
Jefferson Fund Group Trust             Jefferson Fund Group Trust   
c/o Firstar Bank Milwaukee, N.A.       c/o Firstar Bank Milwaukee, N.A.
Mutual Fund Services                   Mutual Fund Services
P.O. Box 701                           615 E. Michigan St., 3rd Floor
Milwaukee, WI 53201-0701               Milwaukee, WI 53202-5207    

- ------------------------------------------------------------------------------
1. ACCOUNT HOLDER. (Beneficiary of Account)

- -------------------------------------  -----  --------------------------------
FIRST NAME                              M.I.  LAST NAME

- --------------------------------------------  --------------------------------
ADDRESS                                       CITY/STATE/ZIP

- --------------------------------------------
PHONE NUMBER
- --------------------------------------------  --------------------------------
SOCIAL SECURITY #                             BIRTHDATE (Mo/Dy/Yr)

- ------------------------------------------------------------------------------
2. LEGALLY RESPONSIBLE PARTY. (If Account Holder is under age 18)

- -------------------------------------  -----  --------------------------------
FIRST NAME                             M.I.   LAST NAME

- --------------------------------------------  ---------------------------------
ADDRESS (IF DIFFERENT FROM ACCOUNT HOLDER)    CITY/STATE/ZIP

- -------------------------------------------  ----------------------------------
DAYTIME PHONE NUMBER                          RELATIONSHIP

[ ] Check this box if the responsible party wishes to continue to control the
account after the Account Holder attains age of majority in his/her state in
accordance with the terms described in the optional portion of Article VI of the
Educational Individual Retirement Custodial Account agreement.

- ------------------------------------------------------------------------------
3. TYPE OF EDUCATION IRA. (Check one)
[ ] Education Individual Retirement Account (Minimum contribution $250. Maximum
contribution $500 per account holder per year.)
   For Tax Year 19----.
[ ] Rollover Account. If Rollover Account, please specify the type of Rollover.
               [ ] Own Education IRA to Own Education IRA.
               [ ] Qualifying Family Member's Education IRA to Account Holder's
                    Education IRA.
[ ] Transfer Account -- Check this box if assets are a direct transfer from
current Education IRA custodian (you will not have personal receipt of assets)
and complete an Education IRA Transfer Form.

- ------------------------------------------------------------------------------
   
4.YOUR INVESTMENT INSTRUCTIONS.
Fill in the amount to be invested in the Fund (Minimum investment per Fund
$250.)
($500 maximum investment per year.)
                                                Amount              
[ ] Jefferson Growth & Income Fund Class A      $-----------------  
[ ] Jefferson Growth & Income Fund Class B      $-----------------
[ ] Jefferson REIT Fund Class A                 $-----------------
[ ] Jefferson REIT Fund Class B                 $-----------------
[ ] Jefferson Regional Bank Fund Class A        $-----------------
[ ] Jefferson Regional Bank Fund Class B        $-----------------

- ------------------------------------------------------------------------------
5.ACKNOWLEDGEMENT AND SIGNATURES.
   
I adopt the Jefferson Fund Group Trust Education IRA and appoint Firstar
Bank Milwaukee, N.A. to act as custodian and perform administrative services.
I have received and read the Prospectus for the Fund(s) in which my account
will be invested, and have read and understand the IRA Custodial Agreement and
Disclosure Statement.  I certify under penalties of perjury that my Social
Security Number (above) is correct.  I understand that the Custodian will charge
fees that are shown in the Disclosure Statement (or any update thereto) and they
may be separately billed or collected by redeeming sufficient shares from my
Fund(s) account balance.  I will supply the Internal Revenue Service with
information as to any taxable year as required unless filed by the Custodian.
    

If the Account Holder is not of legal age, I certify that I am the Legally
Responsible Party for the Account Holder named above. I consent to all the terms
and conditions of this Education IRA on behalf of the Account Holder (including
the terms and conditions of the preceding paragraph), and I certify that I am
authorized to take any and all actions with respect to the Account Holder's
Education IRA, and that such actions shall be binding and nonvoidable.

I certify that if I am not a responsible individual with respect to the account
holder, that I have obtained a responsible individual's consent to the terms of
the aforegoing.

- ---------------------------------------------------------
DEPOSITOR/LEGALLY RESPONSIBLE INDIVIDUAL SIGNATURE
   
I have read, accept and incorporate the Custodial Agreement and Disclosure
Statement herein, by reference. I appoint Firstar Bank Milwaukee, N.A. or its
successors, as Custodian of the account(s).    

- ----------------------------------------------------   ------------------------
   Firstar Bank Milwaukee, N.A. AUTHORIZED SIGNATURE            DATE    

Appointment as custodian accepted:
FIRSTAR TRUST COMPANY

          
CUSTODIAN
FIRSTAR BANK MILWAUKEE, N.A.
615 East Michigan Street
Milwaukee, Wisconsin  53202    

   
TRANSFER AGENT AND DIVIDEND
DISBURSING AGENT
FIRSTAR MUTUAL FUND SERVICES, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202    

   
INDEPENDENT ACCOUNTANTS
KPMG LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202    

   
LEGAL COUNSEL
FOLEY & LARDNER
Suite 3300
330 North Wabash Avenue
Chicago, Illinois 60611    

   
DISTRIBUTOR
ADVISER DEALER SERVICES, INC.
6000 Memorial Drive
Dublin, Ohio 43017    

   
INVESTMENT ADVISERS     

   
GROWTH AND INCOME FUND
REIT FUND
UNIPLAN, INC.
839 North Jefferson Street
Milwaukee, Wisconsin 53202    

   
REGIONAL BANK FUND
MARSHALL CAPITAL
MANAGEMENT, INC.
135 South LaSalle Street
Chicago, Illinois 60603    

   
BOARD OF TRUSTEES     

   
Lawrence Kujawski
Milwaukee, Wisconsin    

   
Richard Imperiale
Milwaukee, Wisconsin    

   
J. Michael Borden
Delavan, Wisconsin    

   
John Hawke
Chicago, Illinois    

   
F. L. Kirby
Chicago, Illinois    

   
John Komives
Milwaukee, Wisconsin    

   
Dennis Lasser
Binghamton, New York    

  This Prospectus does not set forth all of the information included in the
Registration Statement and Exhibits thereto which the Trust has filed with the
Securities and Exchange Commission.  A Statement of Additional Information (the
"SAI"), dated February 28, 1999, contains additional information about the
Funds.  The SAI has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus and, therefore,
legally forms a part of this Prospectus.  The SEC maintains a Web site
("http://www.sec.gov") that contains the SAI.  You may also review and copy
documents at the SEC Public Reference Room in Washington, D.C. (for information
call (800) SEC-0330).  You may request documents by mail from the SEC, upon
payment of a duplication fee, by writing to:  Securities and Exchange
Commission, Public Reference Section, Washington, D.C. 20549-6009.  You should
include the Trust's Registration Number when making your request.  The
Registration Number is 811-8958.

  Additional information about a Fund's investments is available in that Fund's
annual and semi-annual reports to shareholders.  In a Fund's annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected that Fund's performance during the last fiscal year.

  Copies of the Statement of Additional Information and a Fund's annual and
semi-annual reports will be provided promptly without charge upon written or
telephone request.  Written requests should be made by writing to:  The
Jefferson Fund Group Trust, c/o Firstar Mutual Fund Services, LLC, Mutual Fund
Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 (for overnight and
express mail, to:  The Jefferson Fund Group Trust, c/o Firstar Mutual Fund
Services, LLC, Mutual Fund Services, 615 East Michigan Street, Milwaukee,
Wisconsin 53202), and telephone requests should be made by calling (800) 216-
9785.  You should use the same address and telephone number for general
information requests and questions about individual accounts.

     P R O S P E C T U S    

   
THE JEFFERSON FUND
GROUP TRUST    

   
JEFFERSON GROWTH
AND INCOME FUND    

   
JEFFERSON REGIONAL BANK FUND    

   
JEFFERSON
REIT FUND    

   
THE JEFFERSON FUND GROUP TRUST    



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