JEFFERSON FUND GROUP TRUST, 485BPOS, 1999-02-26

JEFFERSON FUND GROUP TRUST
485BPOS, 1999-02-26

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As filed with the Securities and Exchange Commission on February 26, 1999

Registration Nos. 33-88756
811-8958
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-------------------------------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -x-
Pre-Effective Amendment No. ---- ---
Post-Effective Amendment No.6 -x-
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 -x-
Amendment No. 6 -x-
(Check appropriate box or boxes.)
-----------------------------------

THE JEFFERSON FUND GROUP TRUST
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

839 N. Jefferson Street
Milwaukee, Wisconsin 53202
--------------------------------------- --------
(Address of Principal Executive Offices) (ZIP Code)

(800) 216-9786
---------------------------------------------------
(Registrant's Telephone Number, including Area Code)

Lawrence Kujawski Copy to:
The Jefferson Fund Group Trust David T. Rusoff
839 N. Jefferson Street Foley & Lardner
Milwaukee, Wisconsin 53202 330 N. Wabash Avenue, Suite 3300
------------------------------------- Chicago, Illinois 60611
(Name and Address of Agent for Service) ------------------------

Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective.

It is proposed that this filing become effective (check appropriate box):

- --- immediately upon filing pursuant to paragraph (b)
- -x- on February 28, 1999 pursuant to paragraph (b)
- --- 60 days after filing pursuant to paragraph (a) (1)
- --- on (date) (pursuant to paragraph (a) (1)
- --- 75 days after filing pursuant to paragraph (a) (2)
- --- on (date) pursuant to paragraph (a) (2) of Rule 485

If appropriate, check the following box:

- --- this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

THE JEFFERSON FUND GROUP TRUST

PROSPECTUS FOR THE
JEFFERSON GROWTH AND INCOME FUND
JEFFERSON REGIONAL BANK FUND
AND
JEFFERSON REIT FUND

FEBRUARY 28, 1999

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.

TABLE OF CONTENTS

RISK/RETURN SUMMARY 1
FINANCIAL HIGHLIGHTS 3
INVESTMENT OBJECTIVES AND STRATEGIES 4
ADDITIONAL RISK INFORMATION 8
MANAGEMENT AND ORGANIZATION OF THE FUNDS 9
DISTRIBUTION ARRANGEMENTS 10
SHAREHOLDER INFORMATION 10
RETIREMENT PLANS 22
HISTORICAL PERFORMANCE DATA OF PRIVATE
ACCOUNTS MANAGED BY UNIPLAN RELATING TO REITS 23

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."

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 the 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 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. 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).

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 RET 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%

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 Mutual Fund
Services
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 $------------ ($100.00 minimum
per fund)

<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

[ ] FIRSTAR MONEY MARKET -------------- [ ] [ ] [ ] [ ]
CLASS A

[ ] FIRSTAR MONEY MARKET -------------- [ ] [ ] [ ] [ ]
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 Growth and Income Fund.
Minimum additions to the Fund are $100.

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

My investment is being sent

[ ] by check. (Payable to Jefferson Growth and Income Fund).

[ ] by wire. (The establishment of a new account by wire transfer should be
preceded by a telephone call to Firstar Trust Company 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.)

I am selecting the following Class of Shares:
[ ] Class A Shares (Initial sales charge).
[ ] Class B Shares (Contingent deferred sales charge).

I am choosing the following Distribution Option (If no dividend option is
checked, dividends and capital gains will be reinvested):
[ ] Capital gains and dividends reinvested
[ ] Capital gains reinvested and dividends in cash*<F1>
[ ] Capital gains in cash*<F1> and dividends reinvested
[ ] Capital gains and dividends in cash*<F1>

*<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 5 (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 Trust Company, 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.

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 Trust
Company, 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 Trust
Company
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 $----------------- ---------%
[ ] Firstar Money Market Fund Class A $----------------- ---------%
[ ] Firstar Money Market 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 Growth and Income Fund Individual
Retirement Account and appoint Firstar Trust Company 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 Trust Company 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)
EDUCATION IRA APPLICATION

Mail To: Overnight Express Mail To:
Jefferson Growth & Income Fund Jefferson Growth & Income Fund
c/o Firstar Trust Company c/o Firstar Trust Company
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 $-----------------
[ ] Firstar Money Market Fund Class A $-----------------
[ ] Firstar Money Market Fund Class B $-----------------

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5.ACKNOWLEDGEMENT AND SIGNATURES.
I adopt the Jefferson Growth and Income Fund Education IRA and appoint Firstar
Trust Company 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.

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DEPOSITOR/LEGALLY RESPONSIBLE INDIVIDUAL SIGNATURE

I have read, accept and incorporate the Custodial Agreement and Disclosure
Statement herein, by reference. I appoint Firstar Trust Company or its
successors, as Custodian of the account(s).

- -------------------------------------------------- --------------------------
FIRSTAR TRUST COMPANY AUTHORIZED SIGNATURE DATE

Appointment as custodian accepted:
FIRSTAR TRUST COMPANY

(JEFFERSON FUNDS LOGO)

INDIVIDUAL RETIREMENT ACCOUNT (IRA) TRANSFER FORM

Use this form to transfer assets from an existing IRA to the Jefferson Growth
and Income Fund. Please call 800-216-9785 if you have any questions.
Send completed application along with your IRA application or existing Jefferson
Growth and Income Fund account number to: The Jefferson Fund Group Trust, c/o
Firstar Trust Company.
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202

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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 Growth & Income Fund.
*<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 Growth & Income Fund.

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 ------------ $---------- ---------%
[ ] Firstar Money Market
Fund Class A ------------ $---------- ---------%
[ ] Firstar Money Market
Fund Class B ------------ $---------- ---------%

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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 Jefferson Growth and Income Fund. It is my
intention to transfer these assets to the above-named fund, for which Firstar
Trust Company 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 Firstar Trust Company,
Trustee/Custodian for the Jefferson Growth and Income fund).

Please be advised that Firstar Trust Company 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 Trust Company.
Mail address: P.O. Box 701, Milwaukee, WI 53201-0701
Overnight courier address: 615 East Michigan St., Milwaukee, WI 53202

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Accepted by

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.

THE JEFFERSON FUND GROUP TRUST

STATEMENT OF ADDITIONAL INFORMATION
FOR THE FOLLOWING JEFFERSON FUNDS:

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

DATED FEBRUARY 28, 1999

This Statement of Additional Information is not a Prospectus and should be
read in conjunction with the Prospectus of The Jefferson Fund Group Trust's
Jefferson Growth and Income Fund, Jefferson Regional Bank Fund and Jefferson
REIT Fund, dated February 28, 1999. Requests for copies of the Prospectus
should be made in 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, or by calling (800) 216-9785.

No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
Information and the Prospectus dated February 28, 1999, and, if given or made,
such information or representations may not be relied upon as having been
authorized by The Jefferson Fund Group Trust. This Statement of Additional
Information does not constitute an offer to sell securities.

The following financial statements are incorporated by reference to the
Jefferson Growth and Income Fund Annual Report dated October 31, 1998 (File No.
811-8958), as filed with the Securities and Exchange Commission on January 8,
1999:

The Jefferson Fund Group Trust

Statement of Assets and Liabilities
Schedule of Investments
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to the Financial Statements
Report of Independent Accountants

Shareholders may obtain a copy of the Annual Report, without charge, by
calling 1-800-216-9786.
TABLE OF CONTENTS

HISTORY OF THE JEFFERSON FUND GROUP TRUST......................2
DESCRIPTION OF THE FUNDS, THEIR INVESTMENTS AND RISKS..........2
MANAGEMENT OF THE FUNDS.......................................15
SALES CHARGES.................................................20
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS....................22
EXCHANGE PRIVILEGE............................................22
INVESTMENT ADVISORY AND OTHER SERVICES........................24
BROKERAGE ALLOCATION AND OTHER PRACTICES......................30
CAPITAL STRUCTURE.............................................32
PURCHASE, REDEMPTION AND PRICING OF SHARES....................35
TAXATION OF THE FUNDS.........................................36
CALCULATION OF PERFORMANCE DATA...............................37

OTHER INFORMATION.............................................41

HISTORY OF THE JEFFERSON FUND GROUP TRUST

The Jefferson Fund Group Trust (the "Trust") was organized as a
business trust on January 20, 1995 under the laws of the state of Delaware.

DESCRIPTION OF THE FUNDS, THEIR INVESTMENTS AND RISKS
CLASSIFICATION OF THE TRUST AND THE FUNDS

The Trust is an open-end management investment company. 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"). The Growth and Income Fund and the
Regional Bank Fund are diversified funds; that is, the law limits the proportion
of those Funds' assets that may be invested in the securities of a single
issuer. 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.

INVESTMENT STRATEGIES AND RISKS

The following is an expanded discussion of some of the investments
which may be used by the Funds. The securities and actions described below are
in addition to the securities and actions described in the Prospectus.

Restricted Securities/Illiquid Securities/Unseasoned Companies. A
Fund may invest a maximum of 10% of its net assets in restricted securities,
other illiquid securities and in securities of unseasoned companies. Illiquid
securities are securities which may not be disposed of in the ordinary course of
business within seven days, including repurchase agreements maturing in more
than seven days. Illiquid securities do not include securities subject to a
seven day put option or readily convertible into saleable securities.
Securities of unseasoned companies are equity securities of companies having a
record of less than three years of continuous operation.

Restricted securities are securities that are restricted from being
sold to the public without registration under the federal securities laws, and
include securities subject to resale under Rule 144A under the Securities Act of
1933. Restricted securities may be sold only in privately negotiated
transactions, in a registered public offering or pursuant to exemptions from
federal registration requirements. Where registration is required, a Fund may
be obligated to pay all or part of the registration expense, and a considerable
period may elapse between the time of the decision to sell and the time a Fund
may be permitted to sell a security under an effective registration statement.
If during such a period adverse market conditions were to develop, such Fund
might obtain a less favorable price than prevailed when it decided to sell.

Warrants. A Fund may invest up to 5% of its net assets in warrants or
rights (valued at the lower of cost or market) which entitle the holder to buy
equity securities at a specific price for a specified period of time, provided
that no more than 2% of its net assets are invested in warrants not listed on
the New York or American Stock Exchanges. A Fund may invest in warrants or
rights acquired by the Fund as part of a unit or attached to securities at
the time of purchase without limitation.

Forward Commitments. A Fund may make contracts to purchase securities
for a fixed price at a future date beyond customary settlement time ("forward
commitments") if the Fund either (i) holds, and maintains until the settlement
date in a segregated account, cash or high grade debt obligations in an amount
sufficient to meet the purchase price or (ii) enters into an offsetting contract
for the forward sale of securities of equal value that it owns. Forward
commitments may be considered securities in themselves. They involve a risk of
loss if the value of the security to be purchased declines prior to the
settlement date, which risk is in addition to the risk of decline in value of a
Fund's other assets. A Fund may dispose of a commitment prior to settlement and
may realize short-term profits or losses upon such disposition.

Repurchase Agreements. A Fund may enter into repurchase agreements
with domestic commercial banks or registered broker/dealers with respect to not
more than 25% of its total assets (taken at current value), except that no such
limit applies when a Fund is investing for temporary defensive purposes. A
repurchase agreement is a contract under which a Fund would acquire a security
for a relatively short period (usually not more than one week) subject to the
obligation of the seller to repurchase and the Fund to resell such security at a
fixed time and price (representing the Fund's cost plus interest). The value of
the underlying securities (or collateral) will be at least equal at all times to
the total amount of the repurchase obligation, including the interest factor. A
Fund bears a risk of loss in the event that the other party to a repurchase
agreement defaults on its obligations and the Fund is delayed or prevented from
exercising its rights to dispose of the collateral securities. The investment
adviser for a Fund will monitor the creditworthiness of the counterparties to
repurchase agreements with that Fund.

Securities Loans. A Fund may make secured loans of its portfolio
securities amounting to no more than 25% of its total assets. The risks in
lending portfolio securities, as with other extensions of credit, consist of
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. However, such loans will be
made only to broker-dealers that are believed by the investment adviser to a
Fund to be of relatively high credit standing. Securities loans are made to
broker-dealers pursuant to agreements requiring that loans be continuously
secured by collateral in cash, U.S. Government securities or other high quality
debt securities at least equal at all times to the market value of the
securities lent. The borrower pays to the lending Fund an amount equal to any
dividends or interest received on the securities lent. A Fund may invest the
cash collateral received in interest-bearing, short-term securities or receive a
fee from the borrower. Although voting rights or rights to consent with respect
to the loaned securities pass to the borrower, a Fund retains the right to call
the loans at any time on reasonable notice, and it will do so in order that the
securities may be voted by the Fund if the holders of such securities are asked
to vote upon or consent to matters materially affecting the investment. A Fund
may also call such loans in order to sell the securities involved.

Cash Reserves. A Fund's cash reserves, held to provide sufficient
flexibility to take advantage of new opportunities for investments and for other
cash needs, will be invested in money market instruments and generally will not
exceed 15% of total assets.

When-Issued and Delayed Delivery Transactions. A Fund may enter into
agreements with banks or broker-dealers for the purchase of securities at an
agreed-upon price on a specified future date. Such agreements might be entered
into, for example, when a Fund anticipates a decline in interest rates and is
able to obtain a more advantageous yield by committing currently to purchase
securities to be issued later. When a Fund purchases securities on a when-
issued or delayed delivery basis, it is required either: (i) to create a
segregated account with the Fund's custodian and to maintain in that account
cash, U.S. Government securities or other high grade debt obligations in an
amount equal on a daily basis to the amount of the Fund's when-issued or
delayed delivery commitments; or (ii) to enter into an offsetting forward sale
of securities it owns equal in value to those purchased. A Fund will only make
commitments to purchase securities on a when-issued or delayed-delivery basis
with the intention of actually acquiring the securities. However, a Fund may
sell these securities before the settlement date if it is deemed advisable as a
matter of investment strategy. When the time comes to pay for when-issued or
delayed-delivery securities, a Fund will meet its obligations from then
available cash flow or the sale of securities, or, although it would not
normally expect to do so, from the sale of the when-issued or delayed-delivery
securities themselves (which may have a value greater or less than the Fund's
payment obligation).

Options Transactions. A Fund will not write options that are not
"covered." A written call option is "covered" if a Fund owns the underlying
security subject to the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if a Fund holds on a share-for-share basis a call on the same security
as the call written where the exercise price of the call held is equal to or
less than the exercise price of the call written or greater than the exercise
price of the call written if the difference is maintained by the Fund in cash,
Treasury bills or other high grade short-term obligations in a segregated
account with its custodian. A written put option is "covered" if a Fund
maintains cash, Treasury bills or other high grade obligations with a value
equal to the exercise price in a segregated account with its custodian, or holds
on a share-for-share basis a put on the same security as the put written where
the exercise price of the put held is equal to or greater than the exercise
price of the put written. The premium paid by the purchaser of an option will
reflect, among other things, the relationship of the exercise price to the
market price and volatility of the underlying security, the remaining term of
the option, and supply and demand interest rates.

If the writer of an option wishes to terminate his obligations, he may
effect a "closing purchase transaction." This is accomplished by buying an
option of the same series as the option previously written. The effect of the
purchase is that the writer's position will be cancelled by the clearing
corporation. However, a writer may not effect a closing purchase transaction
after he has been notified of the exercise of an option. Likewise, an investor
who is the holder of an option may liquidate his position by effecting a
"closing sale transaction." This is accomplished by selling an option of the
same series as the option previously purchased. There is no guarantee that a
Fund will be able to effect a closing purchase or a closing sale transaction at
any particular time.

Effecting a closing transaction in the case of a written call option
will permit a Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both, or in the case of
a written put option will permit a Fund to write another put option to the
extent that the exercise price thereof is secured by depositing cash or high
grade obligations. Also, effecting a closing transaction will permit the cash
or proceeds from the concurrent sale of any securities subject to the option to
be used for other Fund investments. If a Fund desires to sell a particular
security from its portfolio on which it has written a call option, it will
effect a closing transaction prior to or concurrent with the sale of the
security.

A Fund will realize a profit from a closing transaction if the price
of the transaction is less than the premium received from writing the option or
is more than the premium paid to purchase the option; a Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
purchase the option. Because increases in the market price of a call option
will generally reflect increases in the market price of the underlying security,
any loss resulting from the repurchase of a call option is likely to be offset
in whole or in part by appreciation of the underlying security owned by a Fund.

A Fund may write options in connection with buy-and-write
transactions; that is, the Fund will purchase a security and then write a call
option against that security. The exercise price of the call a Fund determines
to write will depend upon the expected price movement of the underlying
security. The exercise price of a call option may be below ("in-the-money"),
equal to ("at-the-money") or above ("out-of-the-money") the current value of the
underlying security at the time the option is written. Buy-and-write
transactions using in-the-money call options may be used when it is expected
that the price of the underlying security will remain flat or decline moderately
during the option period. Buy-and-write transactions using at-the-money call
options may be used when it is expected that the price of the underlying
security will remain fixed or advance moderately during the option period. Buy-
and-write transactions using out-of-the-money call options may be used when it
is expected that the premiums received from writing the call option plus the
appreciation in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. If the call options are exercised in such transactions, a
Fund's maximum gain will be the premium received by it for writing the option,
adjusted upwards or downwards by the difference between a Fund's purchase price
of the security and the exercise price. If the options are not exercised and
the price of the underlying security declines, the amount of such decline will
be offset in part, or entirely, by the premium received.

The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, a Fund may elect to close the position or take
delivery of the security at the exercise price. In that event, a Fund's return
will be the premium received from the put option minus the cost of closing the
position or, if it chooses to take delivery of the security, the premium
received from the put option minus the amount by which the market price of the
security is below the exercise price. Out-of-the-money, at-the-money and in-
the-money put options may be used by a Fund in the same market environments that
call options are used in equivalent buy-and-write transactions.

The extent to which the Fund will be able to write and purchase call
and put options will also be restricted by the Fund's intention to qualify the
Fund as a regulated investment company under the federal income tax law.

OTC Options. A Fund will enter into over-the-counter ("OTC") options
transactions only with primary dealers in U.S. Government securities and only
pursuant to agreements that will assure that the Fund will at all times have the
right to repurchase the option written by it from the dealer at a specified
formula price. A Fund will treat the amount by which such formula price exceeds
the intrinsic value of the option (i.e., the amount, if any, by which the market
price of the underlying security exceeds the exercise price of the option) as an
illiquid investment.

It is the present policy of the Funds not to enter into any OTC option
transaction if, as a result, more than 10% of a Fund's net assets would be
invested in OTC options purchased by the Fund and other illiquid investments.

Limitations on the Use of Options Strategies. A Fund's ability to
engage in the options strategies described above will depend on the availability
of liquid markets in such instruments. Markets in certain options are
relatively new and still developing. It is impossible to predict the amount of
trading interest that may exist in various types of options. Therefore no
assurance can be given that a Fund will be able to utilize these instruments
effectively for the purposes set forth above. Furthermore, a Fund's ability to
engage in options transactions may be limited by tax considerations.

Risk Factors in Options Transactions. The option writer has no
control over when the underlying securities must be sold, in the case of a call
option, or purchased, in the case of a put option, since the writer may be
assigned an exercise notice at any time prior to the termination of the
obligation. If an option expires unexercised, the writer realizes a gain in the
amount of the premium. Such a gain, of course, may, in the case of a covered
call option, be offset by a decline in the market value of the underlying
security during the option period. If a call option is exercised, the writer
realizes a gain or loss from the sale of the underlying security. If a put
option is exercised, the writer must fulfill the obligation to purchase the
underlying security at the exercise price, which will usually exceed the then
market value of the security.

An exchange-traded option may be closed out only on a national
securities exchange (an "Exchange") which generally provides a liquid secondary
market for an option of the same series. An over-the-counter option may be
closed out only with the other party to the option transaction. If a liquid
secondary market for an exchange-traded option does not exist, it might not be
possible to effect a closing transaction with respect to a particular option
with the result that the Fund would have to exercise the option in order to
realize any profit. If the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise. Reasons for the absence of a liquid secondary market on an Exchange
include the following: (i) there may be insufficient trading interest in
certain options; (ii) restrictions may be imposed by an Exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an Exchange; (v) the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or (vi) one or more
Exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on the Exchange (or in
that class or series of options) would cease to exist, although outstanding
options on the Exchange that had been issued by the Options Clearing Corporation
as a result of trades on that Exchange would continue to be exercisable in
accordance with their terms.

The Exchanges have established limitations governing the maximum
number of options which may be written by an investor or group of investors
acting in concert. It is possible that the Fund and other clients of the
Advisor may be considered to be such a group. These position limits may
restrict the Funds' ability to purchase or sell options on a particular
security.

Futures Transactions. The Funds may sell futures contracts, purchase
put options on futures contracts and write call options on futures contracts for
the purpose of hedging its portfolio. 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.

Futures Contracts. A futures contract sale creates an obligation by
the seller to deliver the type of commodity or financial instrument called for
in the contract in a specified delivery month for a stated price. A futures
contract purchase creates an obligation by the purchaser to take delivery of the
underlying commodity or financial instrument in a specified delivery month at a
stated price. The specific instruments delivered or taken, respectively, at
settlement date are not determined until at or near that date. The
determination is made in accordance with the rules of the exchange on which the
futures contract sale or purchase was made. An index futures contract is
similar except that the parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the
securities index value at the close of the last trading day of the contract and
the price at which the futures contract is originally struck. Futures contracts
are traded only on commodity exchanges -- known as "contract markets" --
approved for such trading by the Commodity Futures Trading Commission ("CFTC"),
and must be executed through a futures commission merchant or brokerage firm
which is a member of a contract market.

Although futures contracts by their terms call for actual delivery or
acceptance of commodities or securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery.
Closing out of a futures contract sale is effected by purchasing a futures
contract for the same aggregate amount of the specific type of financial
instrument or commodity and the same delivery date. If the price of the initial
sale of the futures contract exceeds the price of the offsetting purchase, the
seller is paid the difference and realizes a gain. Conversely, if the price of
the offsetting purchase exceeds the price of the offsetting purchase, the seller
is paid the difference and realizes a gain. Conversely, if the price of the
offsetting purchase exceeds the price of the initial sale, the seller realizes
a loss. Similarly, the closing out of a futures contract purchase is effected by
the purchaser entering into a futures contract sale. If the offsetting sale
price exceeds the purchase price, the purchaser realizes a gain, and if the
purchase price exceeds the offsetting sale price, he realizes a loss.

The purchase (that is, assuming a long position in) or sale (that is,
assuming a short position in) of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead,
an amount of cash or U.S. Treasury bills generally not exceeding 5% of the
contract amount must be deposited with the broker. This amount is known as
initial margin. Subsequent payments to and from the broker, known as variation
margin, are made on a daily basis as the price of the underlying futures
contract fluctuates making the long and short positions in the futures contract
more or less valuable, a process known as "marking to market." At any time prior
to the settlement date of the futures contract, the position may be closed out
by taking an opposite position which will operate to terminate the position in
the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid to or released by the broker, and the
purchaser realizes a loss or gain. In addition, a commission is paid on each
completed purchase and sale transaction.

A Fund may engage in transactions in futures contracts for the purpose
of hedging against changes in the values of securities it owns or intends to
acquire. A Fund may sell such futures contracts in anticipation of a decline in
the value of its investments. The risk of such a decline can be reduced without
employing futures as a hedge by selling long-term securities and either
reinvesting the proceeds in securities with shorter maturities or by holding
assets in cash. This strategy, however, entails increased transaction costs in
the form of brokerage commissions and dealer spreads. The sale of futures
contracts provides an alternative means of hedging a Fund against a decline in
the value of its investments in fixed-income securities. As such values
decline, the value of a Fund's position in the futures contracts will tend to
increase, thus offsetting all or a portion of the depreciation in the market
value of the Fund's fixed-income securities which are being hedged. While a
Fund will incur commission expenses in establishing and closing out futures
positions, commissions on futures transactions may be significantly lower than
transaction costs incurred in the purchase and sale of fixed-income securities.
Employing futures as a hedge may also permit the Fund to assume a defensive
posture without reducing its yield on its investments.

Call Options on Futures Contracts. The purchase of a call option on a
futures contract is similar in some respects to the purchase of a call option on
an individual security. Depending on the pricing of the option compared to
either the futures contract upon which it is based, or upon the price of the
underlying debt securities, it may or may not be less risky than ownership of
the futures contract or underlying debt securities. As with the purchase of a
futures contract, a Fund may purchase a call option on a futures contract to
hedge against a market advance when the Fund is not fully invested.

The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities or commodities which
are deliverable upon exercise of the futures contract. If the futures price at
expiration of the option is below the exercise price, a Fund will retain the
full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Fund's portfolio holdings.

Put Options on Futures Contracts. The purchase of put options on a
futures contract is similar in some respects to the purchase of protective put
options on portfolio securities. A Fund may purchase put options on futures
contracts to hedge the Fund's portfolio against the risk of rising interest
rates or declines in stock market prices. A Fund may purchase put options on
futures contracts in circumstances where it would sell futures contracts.

A Fund may write a put option on a futures contract as a partial hedge
against increasing prices of the assets which are deliverable upon exercise of
the futures contract. If the futures price at expiration of the option is
higher than the exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any increase in the price
of assets that the Fund intends to purchase.

Index Futures. A securities index assigns relative values to the
securities comprising the index. An index futures contract is a bilateral
agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to a specified dollar amount times the difference between
the index value at the close of the last trading day of the contract and the
price at which the futures contract is originally struck. No physical delivery
of the underlying securities in the index is made.

The Funds will engage in transactions in index futures contracts only
as a hedge against changes resulting from market conditions in the values of
securities held in a Fund's portfolio or which a Fund intends to purchase. In
connection with its purchase of index futures contracts, a Fund will deposit an
amount of cash and cash equivalents, equal to the market value of the futures
contracts, in a segregated account with its Custodian and/or in the margin
account with a broker.

Limitations on the Use of Options and Futures Portfolio Strategies. A
Fund will not "over-hedge," that is the Fund will not make open short positions
in futures contracts if, in the aggregate, the value of its open positions
(marked to market) exceeds the current market value of its securities portfolio
plus or minus the unrealized gain or loss on such open positions, adjusted for
the historical volatility relationship between the portfolio and futures
contracts.

A Fund's ability to engage in the options and futures strategies
described above will depend on the availability of liquid markets in such
instruments. Markets in certain options and futures are relatively new and
still developing. It is impossible to predict the amount of trading interest
that may exist in various types of options or futures. Therefore no assurance
can be given that the Fund will be able to utilize these instruments effectively
for the purposes set forth above. Furthermore, the Fund's ability to engage in
options and futures transactions may be limited by tax considerations and CFTC
rules.

Risk Factors in Futures Transactions. Investment by a Fund in futures
contracts involves risk. Some of that risk may be caused by an imperfect
correlation between movements in the price of the futures contract and the price
of the security or other investment being hedged. The hedge will not be fully
effective where there is such imperfect correlation. For example, if the price
of the futures contract moves more than the price of the hedged security, a Fund
would experience either a loss or gain on the future which is not completely
offset by movements in the price of the hedged securities. To compensate for
imperfect correlations, the Fund may purchase or sell futures contracts in a
greater dollar amount than the hedged securities if the volatility of the hedged
securities is historically greater than the volatility of the futures contracts.
Conversely, a Fund may purchase or sell fewer contracts if the volatility of the
price of the hedged securities is historically less than that of the futures
contracts. The risk of imperfect correlation generally tends to diminish as the
maturity date of the futures contract approaches.

Futures contracts on U.S. Government securities historically have
reacted to an increase or decrease in interest rates in a manner similar to that
in which the underlying U.S. Government securities reacted.

Futures contracts may be used to hedge against a possible increase in
the price of securities which a Fund anticipates purchasing, or options thereon.
In such instances, it is possible that the market may instead decline. If a
Fund does not then invest in such securities because of concern as to possible
further market decline or for other reasons, a Fund may realize a loss on the
futures contract that is not offset by a reduction in the price of the
securities purchased.

The amount of risk a Fund assumes when it purchases an option on a
futures contract is the premium paid for the option plus related transaction
costs. In addition to the correlation risks discussed above, the purchase of an
option also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the option purchased.

The liquidity of a secondary market in a futures contract may be
adversely affected by "daily price fluctuation limits" established by commodity
exchanges which limit the amount of fluctuation in a futures contract price
during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus
preventing the liquidation of open futures positions. Prices have in the past
exceeded the daily limit on a number of consecutive trading days.

The successful use of transactions in futures and related options also
depends on the ability of the investment adviser to a Fund to forecast correctly
the direction and extent of interest rate movements within a given time frame.
To the extent interest rates remain stable during the period in which a futures
contract or related option is held by a Fund or such rates move in a direction
opposite to that anticipated, the Fund may realize a loss on the hedging
transaction which is not fully or partially offset by an increase in the value
of portfolio securities. As a result, a Fund's total return for such period may
be less than if it had not engaged in the hedging transaction.

FUNDAMENTAL INVESTMENT RESTRICTIONS

Except as otherwise noted, each of the Funds have adopted the
following investment restrictions as fundamental policies of such Fund. A
fundamental policy may not be changed without the vote of a majority of
outstanding voting securities of such Fund. "Majority" means he holders of the
lesser of: (i) 67% of a Fund's shares present or represented at a shareholder's
meeting at which the holders of more than 50% of such shares are present or
represented; or (ii) more than 50% of the outstanding shares of such Fund.

1. A Fund will not purchase securities on margin or
participate in a joint-trading account.

2. A Fund will not borrow money or issue senior
securities, except for temporary bank borrowings for emergency or
extraordinary purposes (but not for the purpose of purchase of
investments) and then only in an amount not in excess of 5% of
the value of its total assets and will not pledge any of its
assets except to secure borrowings. A Fund will not purchase
securities while it has any outstanding borrowings.

3. A Fund will not make short sales of securities or
maintain a short position for the account of such Fund unless at
all times when a short position is open such Fund owns an equal
amount of such securities or owns securities which, without
payment of any further consideration, are convertible into or
exchangeable for securities of the same issue as, and equal in
amount to, the securities sold short.

4. A Fund will not make investments for the purpose of
exercising control or management of any company.

5. The Growth and Income Fund and the Regional Bank Fund
will each limit their respective purchases of securities of any
issuer (other than the United States or an instrumentality of the
United States) in such a manner that such Fund will satisfy at
all times the requirements of Section 5(b)(1) of the Investment
Company Act of 1940 (i.e., that at least 75% of the value of that
Fund's total assets is represented by cash and cash items
(including receivables), U.S. Government Securities, securities
of other investment companies, and other securities for the
purpose of the foregoing limited in respect of any one issuer to
an amount not greater than 5% of the value of the total assets of
such Fund and to not more than 10% of the outstanding voting
securities of such issuer.)

6. Excluding U.S. Government securities (including
securities issued or guaranteed by agencies and instrumentalities
thereof), the Growth and Income Fund will not concentrate 25% or
more of the value of its total assets, determined at the time an
investment is made, in securities issued by companies engaged in
the same industry.

7. A Fund will not acquire or retain any security issued
by a company if (a) an officer or director of such company is an
officer or trustee of the Trust or an officer, director or other
affiliated person of its investment advisor; or (b) officers or
trustees of the Trust or officers or directors of its investment
adviser owning beneficially more than one-half of one percent of
its securities together own beneficially more than five percent
of its securities.

8. A Fund will not write (sell) or purchase options except
that a Fund may (a) write covered call options or covered put
options on securities that it is eligible to purchase (and on
stock indices) and enter into closing purchase transactions with
respect to such options, and (b) in combination therewith, or
separately, purchase put and call options on securities it is
eligible to purchase; provided that the premiums paid by such
Fund on all outstanding options it has purchased do not exceed 5%
of its total assets. A Fund may enter into closing sale
transactions with respect to options it has purchased.

9. A Fund will not act as an underwriter or distributor of
securities other than shares of such Fund.

10. A Fund will not purchase any interest in any oil, gas
or any other mineral exploration or development lease or program.

11. A Fund will not purchase or sell real estate, real
estate mortgage loans or real estate limited partnerships, except
that the REIT Fund may hold and sell real estate acquired through
default, liquidation, or other distributions of an interest in
real estate as a result of the REIT Fund's ownership of real
estate investment trusts, securities secured by real estate or
interests thereon and securities of companies engaged in the real
estate business.

12. The Fund will not purchase or sell commodities or
commodities contracts, except that the Fund may purchase and sell
financial futures contracts and related options.

13. A Fund will not make loans, except by purchase of debt
obligations or by entering into repurchase agreements or through
the lending of a Fund's portfolio securities with respect to not
more than 25% of its total assets.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

It is contrary to the present policy of each Fund, although such
policies may be changed by trustees of the Trust without approval of the
shareholders of a Fund, to purchase securities of other investment companies
except (a) as part of a plan of merger, consolidation or reorganization approved
by the shareholders of a Fund or (b) securities of registered investment
companies where no commission or profit results, other than the usual and
customary broker's commission and where as a result of such purchase a Fund
would hold less than 3% of any class of securities, including voting securities,
of any registered investment company and less than 5% of a Fund's assets, taken
at current value, would be invested in securities of registered investment
companies. All assets of a Fund invested in securities of registered investment
companies will be included in the daily net assets of such Fund for purposes of
calculating the monthly advisory fees payable to the Advisor. In such event,
shareholders of such Fund will in effect pay two advisory fees on the assets
invested in investment companies.

All percentage limitations on investments set forth herein and in the
Prospectus will apply at the time of the making of an investment and shall not
be considered violated unless an excess or deficiency occurs or exists
immediately after and as a result of such investment. If violated, a Fund will
immediately liquidate such investment so that no excess or deficiency remains.

The phrase "shareholder approval," as used herein, means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
a Fund or (2) 67% or more of the shares of a Fund present at a meeting if more
than 50% of the outstanding shares are represented at the meeting in person or
by proxy.

PORTFOLIO TURNOVER

The annual portfolio turnover rate indicates changes in a Fund's
portfolio and is calculated by dividing the lesser of purchases or sales of
portfolio securities (excluding securities having maturities at acquisition of
one year or less) for the fiscal year, by the monthly average of the value of
the portfolio securities (excluding securities having maturities at acquisition
of one year or less) owned by a Fund during the fiscal year. The annual
portfolio turnover rate may vary widely from year to year depending upon market
conditions and prospects. High turnover (100% or more) in any year may result
in the payment by a Fund from capital of above average amounts of brokerage
commissions and could generate higher than normal short-term capital gains.
Portfolio turnover almost always involves the payment by the Fund of brokerage
commissions or dealer markup and other transaction costs on the sale of
securities as well as on the reinvestment of the proceeds in other securities.
As a result of the investment policies of the Funds, under certain market
conditions a Fund's portfolio turnover may be higher than those of many other
investment companies. It is, however, impossible to predict portfolio turnover
in future years.

MANAGEMENT OF THE FUNDS
GENERAL INFORMATION REGARDING MANAGEMENT

The Trustees are responsible for the general supervision of the Trust
and the Funds. The day-to-day operations of the Trust are the responsibilities
of the Trust's officers.

MANAGEMENT INFORMATION

The name, address, principal occupations during the past five years
and other information with respect to each of the trustees and officers of the
Trust are as follows:

LAWRENCE KUJAWSKI*<F14>

ADDRESS AGE POSITIONS(S) HELD PRINCIPAL OCCUPATIONS DURING
WITH THE TRUST PAST FIVE YEARS
- --------------------------------------------------------------------------------
839 N. Jefferson Street 58 President Mr. Kujawski has acted as a
Milwaukee, WI 53202 Trustee wholesaler of the Growth and
Treasurer Income Fund since 1995. Mr.
Kujawski has acted as the
President of the Trust since
1996. He is, and has been,
the President of Matrix
Venture Funds, Inc., a firm
specializing in the
valuation of closely held
securities, acquisitions,
venture capital financing
and consulting, since he
founded Matrix Venture
Funds, Inc. in 1982.

RICHARD IMPERIALE*<F14>

ADDRESS AGE POSITIONS(S) HELD PRINCIPAL OCCUPATIONS DURING
WITH THE TRUST PAST FIVE YEARS
- --------------------------------------------------------------------------------
839 N. Jefferson Street 41 Chairman Mr. Imperiale has been the
Milwaukee, WI 53202 Secretary President of Uniplan, Inc.,
Trustee the investment advisor to
the Growth and Income Fund
and the REIT Fund, since he
founded Uniplan, Inc. in
1985.
F.L. KIRBY

ADDRESS AGE POSITIONS(S) HELD PRINCIPAL OCCUPATIONS DURING
WITH THE TRUST PAST FIVE YEARS
- --------------------------------------------------------------------------------
181 W. Madison Street 54 Trustee Mr. Kirby is a senior vice
Chicago, IL 60602 president of Schroders, a
broker-dealer, a position he
has held since March 16,
1998. From 1994 until March
1998, he was a Director, and
an Executive Committee
member of Rodman & Renshaw,
Inc., the Growth and Income
Fund's former distributor.
From 1993 through 1994, Mr.
Kirby was a senior vice
president at Oppenheimer &
Co., another broker-dealer.
From 1991 through 1993, he
was a senior vice president,
a director and an Executive
Committee member of Rodman &
Renshaw, Inc.

JOHN L. KOMIVES

ADDRESS AGE POSITIONS(S) HELD PRINCIPAL OCCUPATIONS DURING
WITH THE TRUST PAST FIVE YEARS
- --------------------------------------------------------------------------------
101 S. Second Street 68 Trustee Dr. Komives is the President
Milwaukee, WI 53204 of Lakeshore Group Ltd., a
position he has held since
he founded the firm in 1975.
Dr. Komives is a member of
the board of directors of
the following firms, among
others: F.W. Boelter Cos.,
Inc., Milwaukee, Wisconsin;
Eagle Technology, Inc.,
Mequon, Wisconsin;
Orthokinetics, Inc.,
Pewaukee, Wisconsin; Premier
Plastics, Inc., Waukesha,
Wisconsin; Renquist
Associates, Inc., Racine,
Wisconsin; World Venture
Management, Inc., Milwaukee,
Wisconsin; Zigman, Joseph &
Stephenson, Inc., Milwaukee,
Wisconsin.

J. MICHAEL BORDEN

ADDRESS AGE POSITIONS(S) HELD PRINCIPAL OCCUPATIONS DURING
WITH THE TRUST PAST FIVE YEARS
- --------------------------------------------------------------------------------
2938 North Shore Drive 62 Trustee Since 1988, Mr. Borden has
Delavan, WI 53115 been the president of Total
Quality Plastics, Inc., a
manufacturer of injection
molding, the president of
Rock Valley Trucking, and
the president of Freedom
Plastics, Inc. Mr. Borden
has been the president and
chief executive officer of
Hufcor, Inc., a manufacturer
of movable walls and
accordion partitions, since
1978. From 1980 through
1994, he was also a member
of the board of directors, a
member of the executive
committee, the chairman of
the finance and executive
committees and a vice
president of Catholic
Knights Insurance Society.

DENNIS J. LASSER

ADDRESS AGE POSITIONS(S) HELD PRINCIPAL OCCUPATIONS DURING
WITH THE TRUST PAST FIVE YEARS
- --------------------------------------------------------------------------------
Binghampton, NY 47 Trustee Mr. Lasser is an Associate
Professor of Finance, School
of Management, SUNY-
Binghamton, New York, a
position he has held since
1988.

JOHN A. HAWKE*<F14>

ADDRESS AGE POSITIONS(S) HELD PRINCIPAL OCCUPATIONS DURING
WITH THE TRUST PAST FIVE YEARS
- --------------------------------------------------------------------------------

135 S. LaSalle Street 54 Trustee Mr. Hawke is the
Chicago, Illinois 60603 President of Howe Barnes
Investments, Inc., a broker-
dealer and an affiliate of
Marshall Capital, the
advisor to the Regional Bank
Fund, a position he has held
since February 1998. From
March 1994 to February 1998,
Mr. Hawke was a Branch
Manager for EVEREN
Securities, Inc., a broker-
dealer. From March 1989
until March 1994, he was a
Sales Manager for Lehman
Brothers, Inc.

*<F14>Messrs. Kujawski, Imperiale and Hawke are trustees who are
"interested persons" of the Funds as that term is defined in the Investment
Company Act of 1940.

COMPENSATION

Each Fund's standard method of compensating trustees is to pay each
trustee who is not an officer of the Trust a fee from each Fund for each meeting
of the trustees attended. Until October 1998, such fee was $250. Effective
October, 1998, such fee was decreased to $100 per Fund per meeting. A Fund
also may reimburse its trustees for travel expenses incurred in order to attend
meetings of the trustees.

For the fiscal year ended October 31, 1998, officers and trustees of
the Trust received $3250 in the aggregate remuneration from the Growth & Income
Fund as set forth more fully in the compensation table below. (Because the
Regional Bank Fund and the REIT Fund are new series of the Trust, no
compensation has been paid to the officers and trustees in connection with their
service with those Funds.)

COMPENSATION TABLE
(FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998)

Pension or
Retirement
Aggregate Benefits Accrued Estimated Total
Compensation as Part of Annual Benefits Compensation
Name of Trustee From the Trust Trust Expenses Upon Retirement From the Trust
- --------------------------------------------------------------------------------
Lawrence Kujawski 0 0 0 0
Richard Imperiale 0 0 0 0
John Hawke*<F15> 0 0 0 0
John Komives $750 0 0 $750
J. Michael Borden $750 0 0 $750
Dennis Lasser $1000 0 0 $1000
James Stanko**<F16> $250 0 0 $250
F.L. Kirby***<F17> $500 0 0 $500

Note: Officers of the Funds receive no compensation for their service as
officers.

*<F15> Mr.Hawke became an interested trustee of the Trust as of July 28,
1998.
**<F16> Mr. Stanko resigned as a trustee of the Trust as of July 28, 1998.
***<F17> Mr. Kirby was re-calssified as a non-interested trustee of the Trust
as of July 28, 1998.

SALES CHARGES

As described in the Prospectus, Class A shares of a Fund are sold
pursuant to an initial sales charge, which declines as the amount of purchase
reaches certain defined levels. Class B shares of a Fund are subject to a
contingent deferred sales charge ("CDSC"). The following example illustrates the
operation of the CDSC: Assume that an individual opens an account and makes a
purchase payment of $10,000 for Class B shares of a Fund and that six months
later the value of the investor's account for the Fund has grown through
investment performance and reinvestment of distributions to $11,000. The
investor then may redeem up to $1,000 from the Fund ($11,000 minus $10,000)
without incurring a CDSC. If the investor should redeem $3,000, a CDSC would be
imposed on $2,000 of the redemption (the amount by which the investor's account
for the Fund was reduced below the amount of the purchase payment). At the rate
of 5%, the CDSC would be $100.

As described in the Prospectus, the CDSC is waived on redemptions of
Class B shares for certain classes of individuals or entities because: (i) a
Fund's sales-related expenses are lower for certain of such classes than for
classes for which the contingent deferred sales load is not waived; (ii) waiver
of the contingent deferred sales load with respect to certain of such classes is
consistent with certain Internal Revenue Code policies concerning the favored
tax treatment of accumulations; and (iii) with respect to certain of such
classes, considerations of fairness, and competitive and administrative
factors.

Specifically, the CDSC applicable to Class B shares is currently
waived for (i) any partial or complete redemption in connection with a
distribution without penalty under Section 72(t) of the Internal Revenue Code of
1986, as amended (the "Code") from a qualified retirement plan, including a
Keogh or IRA (a) upon attaining age 59 1/2, (b) as part of a series of
substantially equal periodic payments, or (c) in the case of an employer
retirement plan, upon separation from service and attaining age 55; (ii) any
partial or complete redemption in connection with a qualifying loan from an
employer retirement plan; (iii) any complete redemption in connection with a
distribution from a qualified employer retirement plan in connection with
termination of employment or termination of the employer's plan and the
transfer to another employer's plan or to an IRA; (iv) any partial or complete
redemption following death or disability (as defined in the Code) of a
shareholder (including one who owns the shares as joint tenant with his or her
spouse) from an account in which the deceased or disabled is named, provided the
redemption is requested within one year of the death or initial determination of
disability; (v) any redemption resulting from a return of an excess contribution
to a qualified employer retirement plan or an IRA; (vi) redemptions by trustees,
officers and employees of The Jefferson Fund Group Trust and by directors,
officers and employees of the Distributor, Uniplan and Marshall Capital and
their corporate affiliates; (vii) redemptions effected pursuant to a Fund's
right to involuntarily redeem a shareholder's account if the aggregate net
asset value of shares held in such shareholder's account is less than a minimum
account size specified in this Prospectus; (viii) involuntary redemptions caused
by operation of law; (ix) redemption of shares of a Fund that is combined with
another fund, investment company, or personal holding company by virtue of a
merger, acquisition or other similar reorganization transaction; (x) redemptions
by a shareholder who is a participant making periodic purchases of not less than
$100 through non- qualified savings plans that are clients of a broker-dealer
with which the Distributor has an agreement with respect to such purchases; (xi)
redemptions effected by trustees or other fiduciaries who have purchased shares
for employer-sponsored plans, the administrator for which has an agreement with
the Distributor with respect to such purchases; or (xii) certain periodic
redemptions under a Systematic Withdrawal Plan from an account meeting certain
minimum balance requirements, in amounts meeting certain maximums established
from time to time by the Distributor. The Distributor may require documentation
prior to waiver of the charge, including distribution letters, certification by
plan administrators, applicable tax forms, death certificates, physicians
certificates, etc.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

No person is deemed to "control," as that term is defined in the
Investment Company Act of 1940, the Trust or the Funds. No person other than
those set forth in the table below owns of record or beneficially 5% or more of
the outstanding securities of any class of the Growth and Income Fund. (No sale
has yet been made of the securities issued by the Regional Bank Fund and the
REIT Fund.)

<TABLE>

Name and Address Of Percent of Percent of
Beneficial Owner Number of Shares Class Total Fund
------------------ ---------------- ---------- -----------
<S> <C> <C> <C>
Firstar Trust Company - Custodian for 81,115 12.33% 10.12%
Sidney Shindell - IRA Rollover Class A Shares
929 N. Astor Street
Milwaukee, Wisconsin 53202-3454

Clarke & Co. 64,423 9.8% 8.04%
235 West Schrock Rd. Class A Shares
Westerville, Ohio 43081-2874

Firstar Trust Co. - Custodian for 53,381 8.12% 6.65%
Carlisle F. Meredith IRA Class A Shares
40344 Charleston Pike
Hamilton, Virginia 20158-3216

Officers and Trustees as a Group1<F18> 48,727 7.41% 6.08%
(7 persons) Class A Shares

1<F18> This includes shares held by Uniplan Inc., as well as shares held by Mr. Imperiale in his capacity as trustee of the
Uniplan Inc. Profit Sharing Plan and by Mr. Imperiale, Mr. Kujawaki and Mr. Komives in their capacities as cutodians under
the Uniform Transfer to Minors Act.

</TABLE>
EXCHANGE PRIVILEGE

As described in the Prospectus under the caption "Exchange Privilege,"
a shareholder may exchange shares of a Fund for shares of same class of any
other Fund or for shares of the Firstar Money Market Fund at their current net
asset values.

With respect to Class B shares, the original purchase date(s) of
shares exchanged will carry over to the investment in the new fund for purposes
of calculating any contingent deferred sales charge. For example, if a
shareholder invests in the Class B shares of a Fund and 6 months later exchanges
those shares for shares of another fund, no sales charge would be imposed upon
the exchange but the investment in the other fund would be subject to the 5%
contingent deferred sales charge until one year after the date of the
shareholder's investment in the first Fund. In this regard, suppose an investor
purchased 100 Class B shares on January 1, 1998 and exchanged those shares into
the Money Market Fund on June 1, 1998. Suppose further that the shareholder
exchanged those same shares back into the Fund on February 1, 1999. For
purposes of calculating the CDSC holding period as of February 1, 1999, the
shareholder can include both the eight months in which he was a shareholder of
the Money Market Fund as well as the five months in which he was a shareholder
of the Growth and Income Fund. Thus, if the shareholder sold the 100 Class B
shares on February 2, 1999, he would pay the CDSC applicable to shareholders
that have held their shares for more than one year.

With respect to Class B shares subject to a contingent deferred sales
charge, if less than all of an investment is exchanged out of a Fund, any
portion of the investment attributable to capital appreciation and/or reinvested
dividends or capital gains distributions willbe exchanged first, and thereafter
any portions exchanged will be from the earliest investment made in the Fund
from which the exchange was made. The Funds reserve the right to modify or
discontinue the exchange privilege at any time. Orders for exchanges received
after the close of regular trading on the Exchange on any business day will be
executed at the respective net asset values determined at the close of the next
business day.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisers. As set forth in the Prospectus, the investment
adviser to the Growth and Income Fund and the REIT Fund is Uniplan, Inc.
("Uniplan"), and the investment adviser for the Regional Bank Fund is Marshall
Capital ("Marshall Capital"). Uniplan's address is 839 N. Jefferson Street,
Milwaukee, Wisconsin 53202. Marshall Capital's address is 135 S. LaSalle
Street, Chicago, Illinois 60603. (Each of Uniplan and Marshall Capital is
sometimes referred to herein as an "Advisor"). Pursuant to investment advisory
agreements between the Funds and their respective investment advisers (the
"Advisory Agreements"), Uniplan and Marshall Capital furnish continuous
investment advisory services and management to the Funds. Uniplan is controlled
by Richard P. Imperiale, who owns 90% of its outstanding capital stock. Mr.
Imperiale is also a trustee of the Fund. Marshall Capital is a wholly owned
subsidiary of Howe Barnes Investments, Inc., a broker-dealer. John A. Hawke,
the President of Marshall Capital and its affiliate, Howe Barnes, is also a
trustee of the Trust.

The Advisory Agreements will remain in effect as long as their
continuance is specifically approved at least annually, by (i) the trustees of
the Trust, or by the vote of a majority (as defined in the Investment Company
Act of 1940) of the outstanding shares of the Funds, and (ii) by the vote of a
majority of the trustees of the Trust who are not parties to the Advisory
Agreement or interested persons of an Advisor, cast in person at a meeting
called for the purpose of voting on such approval. Each Advisory Agreement
provides that it may be terminated at any time without the payment of any
penalty, by the trustees of the Trust or by vote of a majority of a Fund's
shareholders, on sixty days written notice to the relevant Advisor, and by the
Advisor on the same notice to a Fund and that it shall be automatically
terminated if it is assigned.

Each Advisory Agreement provides that the Advisor shall not be liable
to the relevant Fund or its shareholders for anything other than willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties. Each Advisory Agreement also provides that the relevant
Advisor and its officers, directors and employees may engage in other
businesses, devote time and attention to any other business whether of a similar
or dissimilar nature, and render investment advisory services to others.

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. For the fiscal years
ended October 31, 1998, October 31, 1997 and October 31, 1996, the fees paid to
Uniplan under the Advisory Agreement between Uniplan and the Growth and Income
Fund were $51,704, $38,956 and $18,010, respectively.

Principal Underwriter. Adviser Dealer Services, Inc., 6000 Memorial
Drive, Dublin, Ohio 43017 (the "Distributor") is the principal underwriter of
all Fund shares.

Under the Underwriting Agreements between each Fund and the
Distributor (the "Underwriting Agreement"), the Distributor is not obligated to
sell any specific amount of shares of a Fund and will purchase shares for resale
only against orders for shares. The Underwriting Agreements may be terminated
with respect to a Fund or class of shares thereof at any time on 90 days'
written notice without payment of any penalty either by the Distributor or by
such Fund by vote of a majority of the outstanding voting securities of such
Fund or that class, as the case may be, or by vote of a majority of the trustees
of the Trust who are not interested persons of such Fund (as defined in the 1940
Act) and who have no direct or indirect financial interest in the Funds'
distribution and servicing plans with Class A shares and Class B shares pursuant
to Rule 12b-1 (the "Plans") or any agreement relating to the Plans (the
"Independent Trustees").

Services Provided by Uniplan and 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).

Payment of Fund Expenses. The Fund will pay all of its expenses not
assumed by the Adviser or the Distributor, including, but not limited to, the
costs of preparing and printing its registration statements required under the
Securities Act of 1933 and the Investment Company Act of 1940 and any amendments
thereto, the expenses of registering its shares with the Securities and Exchange
Commission and in the various states, the printing and distribution cost of
prospectuses mailed to existing shareholders, the cost of trustee and officer
liability insurance, reports to shareholders, reports to government authorities
and proxy statements, interest charges, brokerage commissions, and expenses
incurred in connection with portfolio transactions. The Funds will also pay the
fees of Trustees who are not officers of the Trust, salaries of administrative
and clerical personnel, association membership dues, auditing and accounting
services, fees and expenses of any custodian or trustees having custody of Fund
assets, expenses of calculating the net asset value and repurchasing and
redeeming shares, and charges and expenses of dividend disbursing agents,
registrars, and share transfer agents, including the cost of keeping all
necessary shareholder records and accounts and handling any problems relating
thereto.

Expense Reimbursements. Howe Barnes Investments, Inc. an affiliate of
Marshall Capital, has agreed that in the event that Uniplan and Marshall Capital
and the Distributor do not reimburse the Funds they either advise or distribute,
as the case may be, for expenses in excess of 1.15% and 1.90% of average net
assets of Class A Shares and Class B Shares, respectively, commencing July 28,
1998, it will voluntarily make such reimbursements. Such reimbursements to the
Funds may be modified or discontinued at any time. From May 7, 1998 until July
28, 1998, such reimbursement obligation was the responsibility of Uniplan. From
September 1, 1995 (commencement of operations for the Growth and Income Fund)
until May 7, 1998, such reimbursement obligation was the responsibility of
Rodman & Renshaw, Inc., who was the Growth and Income Fund's distributor for
such periods. For the fiscal years ended October 31, 1998, October 31, 1997 and
October 31, 1996, total expenses of the Fund would have exceeded 1.15% and 1.90%
of the average net assets of Class A Shares and Class B Shares, respectively.
As a result, the Fund was reimbursed, $137,763, $117,913, and $144,639,
respectively, for the same periods.

Distribution and Servicing. Shares of each Fund are continuously
offered through firms ("participating brokers") which are members of the
National Association of Securities Dealers, Inc. and which have dealer
agreements with the Distributor, or which have agreed to act as introducing
brokers for the Distributor ("introducing brokers").

Pursuant to the Distribution and Servicing Plans, in connection
with the distribution of Class B shares of a Fund, the Distributor receives
certain distribution fees from each Fund, and in connection with personal
services rendered to Class A and Class B shareholders of each Fund and the
maintenance of shareholder accounts, the Distributor receives certain
servicing fees from that Fund. 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. 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.

As described in the Prospectus, the Distributor pays all or a portion
of the distribution and servicing fees it receives from a Fund to participating
and introducing brokers.

Each Distribution and Servicing Plan may be terminated with respect to
the class of shares of a Fund by vote of a majority of the Independent Trustees
or by vote of a majority of the outstanding voting securities of that class.
Any change in either Plan that would materially increase the cost to the class
of shares of the Fund requires approval by the affected class of shareholders of
the Fund. The trustees review quarterly a written report of such costs and the
purposes for which such costs have been incurred. A Plan may be amended by vote
of the trustees, including a majority of the Independent trustees, cast in
person at a meeting called for the purpose. For so long as a Plan is in effect,
selection and nomination of those Trustees who are not interested persons of the
Fund shall be committed to the discretion of such disinterested persons.

The Underwriting Agreement and the Distribution and Servicing Plans
will continue in effect with respect to each Fund and each class of shares
thereof for successive one-year periods, provided that each such continuance is
specifically approved: (i) by the vote of a majority of the Independent
Trustees; and (ii) by the vote of a majority of the entire Board of Trustees
cast in person at a meeting called for that

If the Underwriting Agreement or the Distribution and Servicing Plans
are terminated (or not renewed) with respect to a Fund, they may continue in
effect with respect to any class of the Fund as to which they have not been
terminated (or have been renewed).

The Trustees believe that the Distribution Plans provide benefits to
the Fund. The Trustees believe that the Plans result in greater sales and/or
fewer redemptions of Fund shares, although it is impossible to know for certain
the level of shares and redemptions of Fund shares in the absence of the Plan or
under an alternative distribution scheme. The effect on sales and/or
redemptions is believed to benefit a Fund by reducing Fund expense ratios and/or
by affording greater flexibility to Fund managers.

The Advisors and the Distributor have entered into an agreement
pursuant to which an Advisor may purchase certain receivables of the Distributor
for the purpose of providing financing to the Distributor to enable the
Distributor to pay certain distribution and other expenses related to the
Distributor's role as the underwriter of a Fund's shares.

Administrator. The administrator to the Funds is Firstar Mutual Fund
Services, LLC (the "Administrator"), 615 East Michigan Street, Milwaukee,
Wisconsin 53202. The administration agreements entered into between each Fund
and the Administrator (the "Administration Agreement") will remain in effect
until terminated by either party. The Administration Agreement may be
terminated at any time, without the payment of any penalty, by the trustees of
the Trust upon the giving of ninety (90) days' written notice to the
Administrator, or by the Administrator upon the giving of ninety (90) days'
written notice to a Fund.

Under the Administration Agreement, the Administrator maintains the
books, accounts and other documents required by the Investment Company Act of
1940, responds to shareholder inquiries, prepares each Fund's financial
statements and tax returns, prepares certain reports and filings with the
Securities and Exchange Commission and with state "blue sky" authorities,
furnishes statistical and research data, clerical, accounting and bookkeeping
services and stationery and office supplies, keeps and maintains each Fund's
financial and accounting records and generally assists in all aspects of the
Funds' operations. The Administrator, at its own expense and without
reimbursement from the Funds, furnishes office space and all necessary office
facilities, equipment and executive personnel for performing the services
required to be performed by it under the Administration Agreement. For the
foregoing, the Administrator receives from each Fund a fee, paid monthly, based
on the Fund's average net assets, plus certain out-of-pocket expenses.

Under the Administration Agreement, the Administrator is not liable
for any error of judgment or mistake of law or for any loss suffered by a Fund
in connection with the performance of the Administration Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Administrator in the performance of its duties or from its reckless
disregard of its duties and obligations under the Administration Agreement. For
its services, the Administrator is entitled to receive fees, payable monthly,
based on the total annual rate of $20,000 in the event that the average net
assets of a Fund is less than $10,000,000 and increasing by $4,000 for every
$2,000,000 increase in average net assets of the Fund until the Fund reaches
$20,000,000 in average net assets. At such time, the fee is .25% of the average
net assets of the Fund; such fee decreases to .2% of the average net assets when
average net assets reach $25,000,000 and decreases to .15% of the average net
assets when average net assets reach $30,000,000. At such time as the average
net assets reach $200,000,000, the fees are .06% on the first $200,000,000, .05%
on the next $300,000,000 and .03% on all net assets exceeding $500,000,000. For
the fiscal years ended October 31, 1998, October 31, 1997 and October 31, 1996,
the fees earned by the Administrator were $20,111, $21,286, and $36,538,
respectively.

Custodian. Firstar Bank Milwaukee, N.A. serves as custodian of the
Fund's assets pursuant to a Custody Agreement with each Fund. Under the Custody
Agreements, Firstar Bank Milwaukee, N.A. has agreed to (i) maintain a separate
account in the name of each Fund, (ii) make receipts and disbursements of money
on behalf of each Fund, (iii) collect and receive all income and other payments
and distributions on account of each Fund's portfolio investments, (iv) respond
to correspondence from shareholders, security brokers and others relating to its
duties and (v) make periodic reports to each Fund concerning the Fund's
operations. Firstar Bank Milwaukee, N.A. does not exercise any supervisory
function over the purchase and sale of securities. For its services as
custodian, Firstar Bank Milwaukee, N.A. is entitled to receive a fee, payable
quarterly, based on the annual rate of .02% of the market value of the
securities owned by each Fund (subject to a minimum annual $3,000 fee). In
addition, Firstar Bank Milwaukee, N.A., as custodian, is entitled to certain
charges for securities transactions and reimbursement for expenses. For the
fiscal years ended October 31, 1998, October 31, 1997 and October 31, 1996, the
fees earned by the custodian were $6,341, $9,393 and $7,440, respectively.

Transfer Agent and Dividend Disbursing Agent. Firstar Mutual Fund
Services, LLC also serves as transfer agent and dividend disbursing agent for
each Fund under a Shareholder Servicing Agent Agreement. As transfer and
dividend disbursing agent, Firstar Mutual Fund Services, LLC has agreed to (i)
issue and redeem shares of each Fund, (ii) make dividend and other distributions
to shareholders of each Fund, (iii) respond to correspondence by Fund
shareholders and others relating to its duties, (iv) maintain shareholder
accounts, and (v) make periodic reports to each Fund. For its transfer agency
and dividend disbursing services, Firstar Mutual Fund Services, LLC is entitled
to receive fees based on the average net assets in each Fund (subject to a
minimum annual fee of $15,000). Also, Firstar Mutual Fund Services, LLC is
entitled to certain other transaction charges and reimbursement for expenses.
For the fiscal years ended October 31, 1998, October 31, 1997 and October 31,
1996, the fees earned under the Shareholder Servicing Agreement were $28,662,
$28,904 and $35,605, respectively.

In addition each Fund has entered into a Fund Accounting Servicing
Agreement with Firstar Mutual Fund Services, LLC pursuant to which Firstar
Mutual Fund Services, LLC has agreed to maintain the financial accounts and
records of each Fund and provide other accounting services to each Fund. For its
accounting services, Firstar Mutual Fund Services, LLC is entitled to receive
fees, payable monthly, based on the total annual rate of $22,000 for the first
$20,000,000 in average net assets of a Fund; .17% of average net assets when a
Fund exceeds $20,000,000 but is less than $25,000,000; .12% of average net
assets when a Fund exceeds $25,000,000 but is less than $30,000,000; and when a
Fund exceeds $30,000,000, the fees are $27,500 for the first $40,0000,000 in
average net assets of a Fund, .01% on the next $200,000,000 of average net
assets of a Fund and .005% on all net assets exceeding $240,000,000. Firstar
Mutual Fund Services, LLC is also entitled to certain out of pocket expenses,
including pricing expenses. For the fiscal years ended October 31, 1998,
October 31, 1997 and October 31, 1996, the fees earned under the Fund Accounting
Servicing Agreement were $23,979, $26,255 and $26,799, respectively.

Independent Accountants. KPMG LLP, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, currently serves as the independent accountants for
the Funds.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Pursuant to their agreements with the Funds, the Advisers are
permitted to select the brokers or dealers that will execute the purchases and
sales of each Fund's portfolio securities. In placing purchase and sale orders
for a Fund, it is the policy of the Advisers to seek the best execution of
orders at the most favorable price in light of the overall quality of brokerage
and research services provided.

In selecting brokers to effect portfolio transactions, the
determination of what is expected to result in best execution at the most
favorable price involves a number of largely judgmental considerations. Among
these are the Advisers evaluation of the broker's efficiency in executing and
clearing transactions, block trading capability (including the broker's
willingness to position securities) and the broker's financial strength and
stability. The most favorable price to the Fund means the best net price
without regard to the mix between purchase or sale price and commission, if any.
Over-the-counter securities are generally purchased and sold directly with
principal market makers who retain the difference in their cost in the security
and its selling price. In some instances, the Advisers feel that better prices
are available from non-principal market makers who are paid commissions
directly.

The Advisers may allocate portfolio brokerage on the basis of whether
the broker has sold or is currently selling Shares of a Fund and may also
allocate portfolio brokerage to the Distributor or Howe Barnes Investments,
Inc., but, in each case, only if the Adviser reasonably believes the commissions
and transaction quality are comparable to that available from other qualified
brokers. Under the Investment Company Act of 1940, the Distributor is
prohibited from dealing with a Fund as a principal in the purchase and sale of
securities. Since transactions in the over-the-counter securities market
generally involve transactions with dealers acting as principal for their own
account, the Distributor may not serve as a Fund's dealer in connection with
such transactions. All allocations of portfolio brokerage to the Distributor,
if any, will be conducted in compliance with procedures adopted in accordance
with Rule 17e-1 under the Investment Company Act of 1940. The Distributor, when
acting as a broker for a Fund in any of its portfolio transactions executed on a
securities exchange of which the Distributor is a member, will act in accordance
with the requirements of Section 11(a) of the Securities Exchange Act of 1934
and the rules of such exchanges.

In allocating brokerage business for a Fund, the Advisers also take
into consideration the research, analytical, statistical and other information
and services provided by the broker, such as general economic reports and
information, reports or analyses of particular companies or industry groups,
market timing and technical information, and the availability of the brokerage
firm's analysts for consultation. While the Advisers believe these services
have substantial value, they are considered supplemental to the Advisers' own
efforts in the performance of its duties under the Advisory Agreements. Other
clients of the Advisers may indirectly benefit from the availability of these
services to the Advisor, and the Fund may indirectly benefit from services
available to the Advisers as a result of transactions for other clients. The
Advisory Agreements provide that the Advisers may cause a Fund to pay a broker
which provides brokerage and research services to the Advisers a commission for
effecting a securities transaction in excess of the amount another broker would
have charged for effecting the transaction, if the Advisers determines in good
faith that such amount of commission is reasonable in relation to the value of
brokerage and research services provided by the executing broker viewed in terms
of either the particular transaction or the Advisers' overall responsibilities
with respect to a Fund and the other accounts as to which he exercises
investment discretion.

Pursuant to conditions set forth in rules of the Securities and
Exchange Commission, a Fund may purchase securities from an underwriting
syndicate of which the principal underwriter of such Fund or its affiliates are
members (but not from the principal underwriter itself). Such conditions relate
to the price and amount of the securities purchased, the commission or spread
paid, and the quality of the issuer. The rules further require that such
purchases take place in accordance with procedures adopted and reviewed
periodically by the Trustees, particularly those trustees who are not
"interested persons" of the Fund. Investments by other clients of the
Distributor and the Advisers may limit the ability of a Fund to purchase
securities from such a syndicate.

For the fiscal years ended October 31, 1998, October 31, 1997 and
October 31, 1996, respectively, the Growth and Income Fund paid brokerage
commissions of $40,016 on total transactions of $12,539,334, $29,721 on total
transactions of $8,839,795 and $21,288 on total transactions of $5,619,286.
During the fiscal year ended October 31, 1998, Howe Barnes received $407. of the
total commissions paid. During the fiscal years ended October 31, 1997 and
October 31, 1996, $1,375 and $700, respectively, of the total brokerage
commissions represent brokerage commissions paid to Rodman & Renshaw, Inc., the
Fund's distributor during such periods. No brokerage commissions have been paid
to the Fund's current Distributor. Some of the brokers to whom commissions were
paid provided research services to Uniplan.

CAPITAL STRUCTURE

Each Fund's authorized capital consists of an unlimited number of
shares of beneficial interest. Each Fund's shareholders are entitled: (i) to
one vote per full share; (ii) to such distributions as may be declared by the
Trust's Trustees out of funds legally available; and (iii) upon liquidation, to
participate ratably in the assets available for distribution. Shares of the
Funds are voted in the aggregate and not by series, except where class voting is
required by the Investment Company Act of 1940 (e.g., change in investment
policy or approval of an investment advisory agreement), where otherwise
required by law, or where the matter to be acted upon does not affect any
interest of the shareholders of a particular Fund, then only shares of the
affected Fund are entitled to vote on that matter.

All consideration received from the sale of Fund shares of any series,
together with all income, earnings, profits and proceeds thereof, belongs to
that series and is charged with the liabilities in respect of that series and of
that series' share of the general liabilities of the Trust in the proportion
that the total net assets of the series bear to the total net assets of all
series. The net asset value of a share of any series is based on the assets
belonging to that series less the liabilities charged to that series, and
dividends can be paid on shares of any series only out of lawfully available
assets belonging to that series. In the event of liquidation or dissolution of
the Trust, the shareholders of each series would be entitled, out of the assets
of the Trust available for distribution, to the assets belonging to that series.

There are no conversion or sinking fund provisions applicable to Fund
shares, and shareholders have no preemptive rights and may not cumulate their
votes in the election of Trustees. Consequently, the holders of more than 50%
of the shares of all Funds voting for the election of Trustees for that Fund can
elect all the Trustees, and in such event, the holders of the remaining shares
voting for the election of Trustees will not be able to elect any persons as
Trustees. The Trust does not anticipate holding an annual meeting in any year
in which the election of Trustees is not required to be acted on by shareholders
under the Investment Company Act of 1940. The Trust's Trust Instrument contains
provisions for the removal of Trustees by the shareholders.

Fund shares are redeemable and are transferable. All shares issued
and sold by the Funds will be fully paid and nonassessable. Fractional shares
entitle the holder to the same rights as whole shares. Firstar Mutual Fund
Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 acts as the
Fund's transfer agent and dividend disbursing agent.

The Funds will not issue certificates evidencing shares purchased.
Each shareholder's account will be credited with the number of shares purchased,
relieving shareholders of responsibility for safekeeping of certificates and the
need to deliver them upon redemption. Written confirmations are issued for all
purchases of shares.

Pursuant to the Trust Instrument, the Trustees may establish and
designate one or more additional separate and distinct series of shares, each of
which shall be authorized to issue an unlimited number of shares. In addition,
the Trustees may, without obtaining any prior authorization or vote of
shareholders, redesignate or reclassify any issued shares of any series. In the
event that additional series are established, each share outstanding, regardless
of series, would still entitle its holder to one vote. As a general matter,
shares would continue to be voted in the aggregate and not by series, except
where class voting would be required by the Investment Company Act of 1940
(e.g., change in investment policy or approval of an investment advisory
agreement). All consideration received from the sale of Fund shares of any
series, together with all income, earnings, profits and proceeds thereof, would
belong to that series and would be charged with the liabilities in respect of
that series and of that series' share of the general liabilities of the Fund in
the proportion that the total net assets of the series bear to the total net
assets of all series. The net asset value of a share of any series would be
based on the assets belonging to that series less the liabilities charged to
that series, and dividends could be paid on shares of any series only out of
lawfully available assets belonging to that series. In the event of liquidation
or dissolution of the Fund, the shareholders of each series would be entitled,
out of the assets of the Fund available for distribution, to the assets
belonging to that series.

The Trust's Trust Instrument contains an express disclaimer of
shareholder liability for its acts or obligations and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered
into or executed by a Fund or the Trustees. The Trust Instrument provides for
indemnification and reimbursement of expenses out of the Trust's property for
any shareholder held personally liable for its obligations. The Trust
Instrument also provides that the Trust shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon.

The Trust Instrument further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law, but nothing in the
Trust Instrument protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

Shareholder Meetings. It is contemplated that the Trust will not hold
an annual meeting of shareholders in any year in which the election of trustees
is not required to be acted on by shareholders under the Investment Company Act
of 1940. The Trust's Trust Instrument and Bylaws also contain procedures for
the removal of trustees by Fund shareholders. At any meeting of shareholders,
duly called and at which a quorum is present, the shareholders of the Funds,
may, by the affirmative vote of the holders of at least two-thirds (2/3) of the
outstanding shares of all the Funds, remove any trustee or trustees.

Upon the written request of the holders of shares entitled to not less
than ten percent (10%) of all the votes entitled to be cast at such meeting, the
Secretary of the Trust shall promptly call a special meeting of shareholders for
the purpose of voting upon the question of removal of any trustee. Whenever ten
or more shareholders of record who have been such for at least six months
preceding the date of application, and who hold in the aggregate either shares
having a net asset value of at least $25,000 or at least one percent (1%) of the
total outstanding shares, whichever is less, shall apply to the Trust's
Secretary in writing, stating that they wish to communicate with other
shareholders with a view to obtaining signatures to a request for a meeting as
described above and accompanied by a form of communication and request which
they wish to transmit, the Secretary shall within five business days after such
application either: (1) afford to such applicants access to a list of the names
and addresses of all shareholders as recorded on the books of the Trust; or (2)
inform such applicants as to the approximate number of shareholders of record
and the approximate cost of mailing to them the proposed communication and form
of request.

If the Secretary elects to follow the course specified in clause (2)
of the last sentence of the preceding paragraph, the Secretary, upon the written
request of such applicants, accompanied by a tender of the material to be mailed
and of the reasonable expenses of mailing, shall, with reasonable promptness,
mail such material to all shareholders of record at their addresses as recorded
on the books unless within five business days after such tender the Secretary
shall mail to such applicants and file with the Securities and Exchange
Commission, together with a copy of the material to be mailed, a written
statement signed by at least a majority of the trustees to the effect that in
their opinion either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying the basis
of such opinion.

After opportunity for hearing upon the objections specified in the
written statement so filed, the Securities and Exchange Commission may, and if
demanded by the trustees or by such applicants shall, enter an order either
sustaining one or more of such objections or refusing to sustain any of them.
If the Securities and Exchange Commission shall enter an order refusing to
sustain any of such objections, or if, after the entry of an order sustaining
one or more of such objections, the Securities and Exchange Commission shall
find, after notice and opportunity for hearing, that all objections so sustained
have been met, and shall enter an order so declaring, the Secretary shall mail
copies of such material to all shareholders with reasonable promptness after the
entry of such order and the renewal of such tender.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Determination of Net Asset Value. As described in the Prospectus, the
net asset value of the Fund will be determined as of the close of regular
trading (currently 4:00 p.m. Eastern time) on each day the New York Stock
Exchange is open for trading. The Trust expects the New York Stock Exchange to
be open for trading Monday through Friday except New Year's Day, Martin Luther
King Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. Additionally, if any of the
aforementioned holidays falls on a Saturday, the Trust expects that the New York
Stock Exchange will not be open for trading on the preceding Friday and when any
such holiday falls on a Sunday, the Trust expects that the New York Stock
Exchange will not be open for trading on the succeeding Monday, unless unusual
business conditions exist, such as the ending of a monthly or the yearly
accounting period. The Funds' portfolio securities for which market quotations
are readily available are valued at the most recent bid price. Notwithstanding
the above sentence, certain of the Funds' holdings of debt securities are valued
by a pricing service. The pricing service relies on one or more of the
following factors: valuations obtained from recognized dealers, information on
transactions for similar securities, general market information, and matrix
comparisons of various characteristics of debt securities, such as quality,
yield or maturity.

Suspension of Sale of Fund Shares. Under certain circumstances the
Funds may suspend the sale of their shares. Such circumstances are (1) during
any period in which the NYSE is closed, (2) when trading on the New York Stock
Exchange is restricted, (3) during an emergency which makes it impracticable for
a Fund to dispose of its assets or to determine fairly the value of its net
assets, and (4) during any other period permitted by the SEC for the protection
of investors.

Valuation. Orders received by the Distributor from dealers or brokers
after the net asset value is determined that day will be valued as of the close
of the next trading day even if the orders were received by the dealer or broker
from its customer prior to such determination. Purchase orders received on
other than a regular business day will be executed on the next succeeding
regular business day. The Distributor, in its sole discretion, may accept or
reject any order for purchase of Fund shares.

Securities traded on any national stock exchange or quoted on the
Nasdaq National Market System will be valued on the basis of the last sale price
on the date of valuation or, in the absence of any sale on that date, the most
recent bid price. Other portfolio securities will be valued at the most recent
bid price, if market quotations are readily available. Certain of the Fund's
holdings of debt securities are valued by a pricing service. Securities for
which there are no readily available market quotations and other assets will be
valued at their fair value as determined in good faith by the Trustees or
pursuant to procedures adopted by the Trustees. Odd lot differentials and
brokerage commissions will be excluded in calculating values.

Signature Guarantee. When a signature guarantee is called for, the
shareholder should have "Signature Guaranteed" stamped under his signature and
guaranteed by any of the following entities: U.S. banks, foreign banks having a
U.S. correspondent bank, credit unions, savings associations, U.S. registered
dealers and brokers, municipal securities dealers and brokers, government
securities dealers and brokers, national securities exchanges, registered
securities associations and clearing agencies (each an "Eligible Guarantor
Institution"). The Distributor reserves the right to reject any signature
guarantee [purchase] to its written signature guarantee standards or procedures,
which may be revised in the future to permit it to reject signature guarantees
from Eligible Guarantor Institutions that do not, based on credit guidelines,
satisfy such written standards or procedures. The Fund may change the signature
guarantee requirements from time to time upon notice to shareholders, which may
be given by means of a new or supplemented Prospectus.

TAXATION OF THE FUNDS
The Trust intends to qualify annually for and elect tax treatment
applicable to a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). Sixty percent of any gain or
loss realized by the Funds: (i) from net premiums from expired listed options
and from closing purchase transactions; and (ii) with respect to listed options
upon the exercise thereof, generally will constitute long-term capital gains or
losses and the balance will be short-term gains or losses. Distributions of
long-term capital gains, if designated as such by the Funds, are taxable to
shareholders as long-term capital gain, regardless of how long a shareholder has
held shares. Dividends from a Fund's net investment income and distributions
from a Fund's net realized short-term capital gains are taxable to shareholders
as ordinary income, whether received in cash or in additional Fund shares. The
70% dividends-received deduction for corporations will apply to such dividends
and distributions, subject to proportionate reductions if the aggregate
dividends received by a Fund from domestic corporations in any year are less
than 100% of a Fund's gross income.

A 4% non-deductible excise tax is imposed on regulated investment
companies that fail to currently distribute specified percentages of their
ordinary taxable income and capital gain net income. The Funds intend to make
sufficient distributions of ordinary taxable income and any capital gain net
income with respect to each calendar year to avoid liability for this excise
tax.

If for any taxable year a Fund does not qualify for the special
federal income tax treatment afforded regulated investment companies, all of its
taxable income will be subject to federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders).

Any dividend or capital gains distribution paid shortly after a
purchase of Fund shares will have the effect of reducing the per share net asset
value of such shares by the amount of the dividend or distribution.
Furthermore, if the net asset value of a Fund's shares immediately after a
dividend or distribution is less than the cost of such shares to the
shareholder, the dividend or distribution will be taxable to the shareholder
even though it results in a return of capital to him.

The Funds may be required to withhold Federal income tax at a rate of
31% ("backup withholding") from dividend payments and redemption proceeds if a
shareholder fails to furnish the Funds with his social security or other tax
identification number and certify under penalty of perjury that such number is
correct and that he is not subject to backup withholding due to the under
reporting of income. The certification form is included as part of the share
purchase application and should be completed when the account is opened.

CALCULATION OF PERFORMANCE DATA

The Funds may provide from time to time in advertisements, reports to
shareholders and other communications with shareholders its average annual
compounded rate of return as well as its total return and cumulative total
return. An average annual compounded rate of return refers to the rate of
return which, if applied to an initial investment at the beginning of a stated
period and compounded over the period, would result in the redeemable value of
the investment at the end of the stated period assuming reinvestment of all
dividends and distributions and reflecting the effect of all recurring fees.
Total return and cumulative total return similarly reflect net investment income
generated by, and the effect of any realized and unrealized appreciation or
depreciation of, the underlying investments of a Fund for the stated period,
assuming the reinvestment of all dividends and distributions and reflecting the
effect of all recurring fees.

The Funds may also advertise or communicate to shareholders the yield
of the Funds. Under the rules of the Securities and Exchange Commission, such
advertisements and communications must include yield quotation calculated
according to the following formula:

YIELD = 2 [( a-b + 1)6 - 1]
---
cd

Where:

a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period.

Total return figures are not annualized or compounded and represent
the aggregate percentage of dollar value change over the period specified.
Cumulative total return reflects a Fund's total return since inception. An
investor's principal in a Fund and the Fund's return are not guaranteed and will
fluctuate according to market conditions.

The Fund may compare its performance to other mutual funds with
similar investment objectives and to the industry as a whole, as reported by
Value Line, Weisberger's Encyclopedia of Institutional Funds, Lipper Analytical
Services, Inc., Morningstar, Inc., Money Manager Review, Money, Forbes,
Kiplinger's Personal Finance, Institutional Investor, Business Week and Barron's
magazines, The New York Times, The Wall Street Journal, Investor's Business
Daily and other industry or financial publications. (Value Line, Lipper
Analytical Services, Inc., Morningstar, Inc. and Money Manager Review are
independent fund ranking services that rank mutual funds based upon total return
performance.) The Fund may also compare its performance to the Dow Jones
Industrial Average, NASDAQ Composite Index, NASDAQ Industrials Index, Value Line
Composite Index, the Standard & Poor's 500 Stock Index, the Consumer Price Index
and other relevant indices and industry publications. The Funds may also
compare the historical volatility if such indices during the same periods.
(Volatility is a generally accepted barometer of market risk associated with a
portfolio of securities and is generally measured in comparison to the stock
market as a whole - the beta - or in absolute terms - the standard deviation.)
Such comparisons may be made in advertisements, shareholder reports or other
communications to shareholders.

Total Return with respect to a Fund's Class A and Class B shares is a
measure of the change in value of an investment in a class of shares of the Fund
over the period covered (in the case of Class A shares, giving effect to the
maximum initial sales charge), which assumes any dividends or capital gains
distributions are reinvested in that class of the Fund's shares immediately
rather than paid to the investor in cash. The formula for Total Return used
herein includes four steps: (1) adding to the total number of shares purchased
by a hypothetical $1,000 investment in the class (deducting in the case of
Class A shares of the maximum applicable initial sales charge) all additional
shares which would have been purchased if all dividends and distributions paid
or distributed during the period had been immediately reinvested;
(2) calculating the value of the hypothetical initial investment of $1,000 as of
the end of the period by multiplying the total number of shares in the class
owned at the end of the period by the net asset value per share of the class on
the last trading day of the period; (3) assuming redemption at the end of the
period (deducting any applicable contingent deferred sales charge); and
(4) dividing this account value for the hypothetical investor by the initial
$1,000 investment and annualizing the result for the periods of less than one
year. Specifically, the Total Return formula is as follows:

n
P (1 + T) = ERV
Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the one, five, or ten-
year period at the end of the one, five, or ten-year
period (or fractional portion thereof).

The manner in which Total Return of Class A and Class B shares will be
calculated for public use is described above.

The total return for the one year ended October 31, 1998 was -7.01%
and -7.64% for the Growth and Income Fund's Class A and Class B Shares,
respectively. The total return for the one year ended October 31, 1997 was
15.56% and 14.68% for Class A and Class B Shares, respectively. The total
return for the one year ended October 31, 1996 was 11.60% and 10.59% for Class A
and Class B Shares respectively.

Performance information is computed separately for each Fund's Class A
and Class B shares. A Fund may from time to time include the Total Return of
its Class A and Class B shares in advertisements or in information furnished to
represent or prospective shareholders. The Fund may from time to time include
in advertisements the total return of each class and the ranking of those
performance figures relative to such figures for groups of mutual funds
categorized by Lipper Analytical Services as having the same investment
objectives.

Information provided to any newspaper or similar listing of a Fund's
net asset values and public offering prices will separately present the Class A
and Class B shares.

The Total Return of each class may also be used to compare the
performance of a Fund's Class A and Class B shares against certain widely
acknowledged standards or indices for stock and bond market performance against
the cost of living (inflation) index, and against hypothetical results based on
a fixed rate of return.

The Standard & Poor's composite Index of 500 stocks (the "S&P 500") is
a market value-weighted and unmanaged index showing the changes in the aggregate
market value of 500 stocks relative to the base period 1941-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the New York
Stock Exchange, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included. The 500
companies represented include approximately 385 industrial, 15 transportation,
45 utilities and 55 financial services concerns. The S&P 500 represents about
77% of the market value of all issues traded on the New York Stock Exchange.

The NASDAQ-OTC Price Index (the "NASDAQ Index") is a market value-
weighted and unmanaged index showing the changes in the aggregate market value
of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971. The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system. Only those over-the-
counter stocks have only one market maker or traded on exchanges are excluded.

The Russell 2000 Small Stock Index is an unmanaged index of the 2000
smallest securities in the Russell 3000 Index, representing approximately 7% of
the Russell 3000 Index. The Russell 3000 Index represents approximately 98% of
the U.S. equity market by capitalization.

From time to time, articles or reports about a Fund concerning
performance, rankings and other characteristics of the Fund may appear in
national publications and services including, but not limited to, the Wall
Street Journal, Forbes, Fortune, Money Magazine, Morningstar's Mutual Fund
Values, CDA Investment Technologies and The Donoghue Organization. In
particular, some or all of these publications may publish their own rankings or
performance reviews of mutual funds, including the Fund. References to or
reprints of such articles may be used in the Fund's promotional literature.
References to articles regarding personnel of the Advisor who has portfolio
management responsibility may also be used in the Fund's promotional literature.

From time to time, the Fund may use, in its advertisements or
information furnished to present or prospective shareholders, data concerning
the performance and ranking of certain countries' stock markets, including
performance and ranking data based on annualized returns over one, three, five
and ten-year periods.

From time to time, the Fund may set forth in its advertisements and other
materials information about the growth of a certain dollar amount invested in
the Fund over a period of time.

PART C

OTHER INFORMATION

Item 23. EXHIBITS

(a)(1) Registrant's Certificate of Trust.*<F20>
(a)(2) Registrant's Trust Instrument.*<F20>
(b) Registrant's Bylaws. *<F20>
(c) None.
(d)(1) Investment Advisory Agreement with Uniplan, Inc. Relating to the
Growth and Income Fund. *<F20>
(d)(2) Investment Advisory Agreement with Agreement with Uniplan, Inc.
Relating to the REIT Fund.
(d)(3) Investment Advisory Agreement with Marshall Capital Management, Inc.
Relating to the Regional Bank Fund.
(e)(1) Underwriting Agreement with Adviser Dealer Services, Inc. Relating
to the Growth and Income Fund.*<F20>
(e)(2) Underwriting Agreement with Adviser Dealer Services, Inc. Relating
to the Regional Bank Fund and the REIT Fund.**<F21>
(f) Form of Sales Agreement.*<F20>
(g) Custodian Agreement with Firstar Bank Milwaukee, N.A.**<F21>
(h)(1) Administration Agreement with Firstar Mutual Fund Services,
LLC.**<F21>
(h)(2) Transfer Agent Agreement with Firstar Mutual Fund Services,
LLC.**<F21>
(h)(3) Accounting Services Agreement With Firstar Mutual Fund Services,
LLC.**<F21>
(i) Opinion of Foley & Lardner, counsel for Registrant.**<F231>
(j) Consent of KPMG LLP.
(k) None.
(l) Subscription Agreement. *<F20>
(m)(1) Restated Distribution and Servicing Plan of Class A Shares.**<F21>
(m)(2) Restated Distribution and Servicing Plan of Class B Shares.**<F21>
(n)(1) Financial Data Schedule - Class A
(n)(2) Financial Data Schedule - Class B
(o) Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi Class
System.**<F21>
(p) Powers of Attorney for Lawrence Kujawski, John Komives, Michael
Borden, Dennis Lasser and James L. Stanko, Trustees of the Trust.
(Previously filed as Exhibit 17 to Post-Effective Amendment No. 2
to Registrant's Form N-1A, on February 28, 1996, which is
incorporated by reference thereto); Power of Attorney for F.L.
Kirby, Trustee. (Previously filed as Exhibit 17.2 to Amendment No.
3 to Registrant's Form N-1A, on February 28, 1997, which is
incorporated by reference thereto)

*<F20> Previously filed as an exhit to Post-Effective Amendment N0. 4 to
Registrant's Registration Statement and is incorporated by reference
thereto. Post-Effective Amendment No. 4 was filed on February 28,
1998.
**<F21> Previously filled as an exhibit to Post-Effective Amendment No. 5 to
Registant's Registration Statment and is incorporated by refernce
thereto. Post-Effective Amendment No. 5 was filled on December 1,
1998.

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUNDS

As of the date of this Registration Statement, no person is directly
or indirectly controlled by or under common control with Registrant.

Item 25. INDEMNIFICATION

Pursuant to Chapter 38 of Title 12 of the Delaware Code, the
Registrant's Trust Instrument, dated January 20, 1995, contains the following
article, which is in full force and effect and has not been modified or
cancelled:
ARTICLE X
----------
LIMITATION OF LIABILITY AND INDEMNIFICATION
-------------------------------------------

Section 10.1. Limitation of Liability. A Trustee, when acting in

--------------------------------------
such capacity, shall not be personally liable to any person other than the Trust
or a beneficial owner for any act, omission or obligation of the Trust or any
Trustee. A Trustee shall not be liable for any act or omission or any conduct
whatsoever in his capacity as Trustee, provided that nothing contained herein or
in the Delaware Act shall protect any Trustee against any liability to the Trust
or to Shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee hereunder.

Section 10.2. Indemnification.

-------------------------------

(a) Subject to the exceptions and limitations contained in Section
10.2(b) below:

(i) every Person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full trial-
type inquiry); or

(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any Shareholder may, by appropriate
legal proceedings, challenge any such determination by the Trustees or
by independent counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who has ceased
to be a Covered Person and shall inure to the benefit of the heirs,
executors and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust personnel, other
than Covered Persons, and other persons may be entitled by contract or
otherwise under law.

(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 10.2 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is ultimately determined that
he is not entitled to indemnification under this Section 10.2; provided,
however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is insured against
losses arising out of any such advance payments or (c) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to
the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe
that such Covered Person will be found entitled to indemnification under
this Section 10.2.

Section 10.3. Shareholders. In case any Shareholder or former
---------------------------
Shareholder of any Series shall be held to be personally liable solely by reason
of his being or having been a Shareholder of such Series and not because of his
acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators or other legal
representatives, or, in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust, on behalf of the affected
Series, shall, upon request by the Shareholder, assume the defense of any claim
made against the Shareholder for any act or obligation of the Series and satisfy
any judgment thereon from the assets of the Series.

Insofar as indemnification for and with respect to liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person or
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

Uniplan, Inc. ("Uniplan") was organized as a Wisconsin corporation in
1985 and is registered as an investment adviser under the Investment Advisers
Act of 1940. Uniplan does not manage any other mutual fund; however, Uniplan
does manage various individual, profit-sharing, pension and institutional
accounts.

Set forth below are the substantial business engagements during the
two last fiscal years of each director or officer of Uniplan.

NAME BUSINESS AND OTHER CONNECTIONS
- ------------------------------------------------------------

Richard Imperiale President and Treasurer of Uniplan
Member of Board of Directors of Uniplan
Jeffrey DeCora Vice President and Secretary of Uniplan

Marshall Capital Management, Inc. ("Marshall Capital") was organized
as an Illinois corporation in 1988 and is registered as an investment adviser
under the Investment Advisers Act of 1940. Marshall Capital does not manage any
other mutual fund; however, Marshall Capital does manage various individual,
profit-sharing, pension and institutional accounts.

Set forth below are the substantial business engagements during the
two last fiscal years of each director or officer of Marshall Capital.

NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
George Shelton Chief Executive Officer President of Marshall
Capital and Chairman and Chief Executive Officer
of Howe Barnes Investments, Inc.

Theodore Perkowski Director of Marshall Capital

Mario Bernardi Senior Vice President of Marshall Capital

David Lakowski Chief Financial Officer

Item 27. PRINCIPAL UNDERWRITERS

a. Adviser Dealer Services, Inc. (the "Distributor") acts as the
Registrant's principal underwriter.

b. Information with respect to directors and officers of the
Distributor is as follows:

<TABLE>

Names and Positions and Offices with Positions and Officers
Principal Addresses Principal Underwriter with Registrant
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert S. Meeder, Sr.(*)<F22> President, Director None
Robert S. Meeder, Jr.(*)<F22> Vice-President, Director None
Phillip Voelker(*)<F22> President, Director None
Joseph A. Zarr(*)<F22> Vice President None
Donald F. Meeder(*)<F22> Secretary None
Ronald C. Paul(*)<F22> Treasurer None
James B. Craver
P.O. Box 811 Asst. Secretary, Asst. Treasurer None
Dover, MA 02030
Mark D. Maxwell(*)<F22> Asst. Secretary None
(*)<F22> 6000 Memorial Drive, Dublin, OH 43017
</TABLE>

Item 28. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the physical possession of Registrant,
Registrant's Custodian and Registrant's Administrator as follows: the documents
required to be maintained by paragraphs (5) and (11) of Rule 31a-1(b) will be
maintained by the Registrant; the documents required to be maintained by
paragraphs (3) and (7) of Rule 31a-1(b) will be maintained by Registrant's
Custodian; and all other records will be maintained by Registrant's
Administrator.

Item 29. MANAGEMENT SERVICES

All management-related service contracts entered into by Registrant
are discussed in Parts A and B of this Registration Statement.

Item 30. UNDERTAKINGS

Registrant undertakes to, if requested to do so by the holders of at
least 10% of Registrant's outstanding shares, call a meeting of shareholders for
the purpose of voting upon the question of removal of a trustee or trustees and
assist in communications with other shareholders as required by Section 16(c) of
the Investment Company Act of 1940.

Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee and State of Wisconsin on the 26th day
of February 1999.

THE JEFFERSON FUND GROUP TRUST
(Registrant)

By: /s/ Lawrence Kujawski
-----------------------

Lawrence Kujawski
President, Treasurer and Trustee

Pursuant to the requirements of the Securities Act of 1933, this
Amended Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

Name Title Date
/s/ Lawrence Kujawski
Lawrence Kujawski Principal Executive, Financial February 26, 1999
and Accounting Officer, President,
Treasurer, and Trustee

/s/ Richard Imperiale Chairman, Secretary and Trustee February 26, 1999
Richard Imperiale

*<F23>
F.L. Kirby Trustee February 26, 1999

*<F23>
John Komives Trustee February 26, 1999

*<F23>
J. Michael Borden Trustee February 26, 1999

*<F23>
Dennis Lasser Trustee February 26, 1999

*<F23>
John A. Hawke Trustee February 26, 1999

*<F23> By Richard Imperiale, Attorney-in-fact

EXHIBIT INDEX

Exhibit No. Exhibit Page No.
- ----------------------------------------------------------------------------

(a)(1) Registrant's Certificate of Trust.*<F24>
(a)(2) Registrant's Trust Instrument.* <F24>

(b) Registrant's Bylaws.*<F24>

(d)(1) Investment Advisory Agreement with Uniplan, Inc.
Relating to the Growth and Income Fund.*<F24>

(d)(2) Investment Advisory Agreement with Agreement with
Uniplan, Inc. Relating to the REIT Fund.
(d)(3) Investment Advisory Agreement with Marshall
Capital Management, Inc.

(e)(1) Underwriting Agreement with Adviser Dealer Services, Inc.
Relating to the Growth and Income Fund*<F24>

(e)(2) Underwriting Agreement with Adviser Dealer Services, Inc.
Relating to the Regional Bank Fund and the REIT Fund.*<F24>

(f) Form of Sales Agreement.*<F24>

(g) Custodian Agreement with Firstar Bank Milwaukee, N.A*<F24>

(h)(1) Administration Agreement with Firstar Mutual
Fund Services, LLC.*<F24>

(h)(2) Transfer Agent Agreement with Firstar Mutual
Fund Services, LLC.*<F24>

(h)(3) Accounting Services Agreement With Firstar Mutual
Fund Services, LLC.*<F24>

(i) Opinion of Foley & Lardner, counsel for Registrant.*<F24>

(j) Consent of KPMG LLP.

(k) None.

(l) Subscription Agreement.*<F24>

(m)(1) Restated Distribution and Servicing Plan of Class A Shares.*<F24>

(m)(2) Restated Distribution and Servicing Plan of Class B Shares*<F24>

(n)(1) Financial Data Schedule - Class A

(n)(2) Financial Data Schedule - Class B

(o)
Restated Plan Pursuant to Rule 18f-3 for Operation of
a Multi Class System.*<F24>

(p) Powers of Attorney for Lawrence Kujawski, John Komives,
Michael Borden, Dennis Lasser, and F. L. Kirby,
Trustees of the Trust.*<F24>

*<F24>Incorporated by Reference

EXHIBIT (D)(2)
INVESTMENT ADVISORY AGREEMENT

Agreement made as of the day of , 1998, between The Jefferson
Fund Group Trust, a Delaware business trust (the "Trust"), and Uniplan, Inc., a
Wisconsin corporation, (the "Adviser").

W I T N E S S E T H :
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940 (the "Act");

WHEREAS, the Trust desires to retain the Adviser, which is an
investment adviser registered under the Investment Advisers Act of 1940 as its
investment adviser, as the adviser for one series of the Trust;
NOW, THEREFORE, the Trust and the Adviser do mutually promise and
agree as follows:

1. Employment.
-----------

The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets of the Jefferson REIT Fund (the "Fund") for the
period and on the terms set forth in this Agreement. The Adviser hereby accepts
such employment for the compensation herein provided and agrees during such
period to render the services and to assume the obligations herein set forth.

2. Authority of the Adviser.
-------------------------

The Adviser shall supervise and manage the investment portfolio of the
Fund, and, subject to such policies as the trustees of the Trust may determine
for the Fund, direct the purchase and sale of investment securities in the day
to day management of the Fund. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Trust or
Fund in any way or otherwise be deemed an agent of the Trust or Fund. However,
one or more shareholders, officers, directors or employees of the Adviser may
serve as trustees and/or officers of the Trust, but without compensation or
reimbursement of expenses for such services from the Trust. Nothing herein
contained shall be deemed to require the Trust to take any action contrary to
its Certificate of Trust or Trust Instrument, dated January 20, 1995, or any
applicable statute or regulation, or to relieve or deprive the trustees of the
Trust of their responsibility for, and control of, the affairs of the Trust or
the Fund.

3. Expenses.
--------

The Adviser, at its own expense and without reimbursement from the
Fund, shall furnish office space, and all necessary office facilities, equipment
and executive personnel for managing the investments of the Fund. The Adviser
shall pay the salaries and fees of all officers and trustees of the Trust
affiliated with the Adviser. Fees paid for attendance at meetings of the
Trust's trustees to trustees of the Trust who are not interested persons of the
Adviser, as defined in the Act, as amended, shall be borne by the Trust. The
Fund shall bear all other expenses initially incurred by it. The expenses of
the Trust's operations borne by the Trust include by way of illustration and not
limitation, the costs of preparing and printing its registration statements
required under the Securities Act of 1933 and the Act (and amendments thereto),
the expense of registering its shares with the Securities and Exchange
Commission and in the various states, the printing and distribution cost of
prospectuses mailed to existing shareholders, trustee and officer liability
insurance, reports to shareholders, reports to government authorities and proxy
statements, interest charges, taxes, legal expenses, salaries of administrative
and clerical personnel, association membership dues, auditing and accounting
services, insurance premiums, brokerage and other expenses connected with the
execution of portfolio securities transactions, fees and expenses of the
custodian of the Fund's assets, expenses of calculating the net asset value and
repurchasing and redeeming shares, charges and expenses of dividend disbursing
agents, registrars and stock transfer agents and the cost of keeping all
necessary shareholder records and accounts.

4. Compensation of the Adviser.
---------------------------

For the services and facilities to be rendered and the charges and
expenses to be assumed by the Adviser hereunder, the Fund shall pay to the
Adviser an advisory fee, paid monthly, based on the average net asset value of
the Fund, as determined by valuations made as of the close of each business day
of the month. The advisory fee shall be .60% per annum of the first
$500,000,000 of the Fund's average net asset value, .50% per annum of the next
$500,000,000 of the Fund's average net asset value and .40% per annum of the
Fund's average net asset value exceeding $1,000,000,000. For any month in which
this Agreement is not in effect for the entire month, such fee shall be reduced
proportionately on the basis of the number of calendar days during which it is
in effect and the fee computed upon the average net asset value of the business
days during which it is so in effect. The Adviser may from time to time and for
such periods as it deems appropriate reduce its compensation and/or assume
expenses for the Fund (including initial organization costs); provided, however,
that in the event that the Adviser reduces its compensation and/or assumes
expenses, the Advisor shall be entitled to recoup such amounts for a period of
up to three (3) years from the date such amount was reduced or assumed.

5. Ownership of Shares of the Fund.
-------------------------------

Except in connection with the initial capitalization of the Fund, the
Adviser shall not take, and shall not permit any of its shareholders, officers,
directors or employees to take, a long or short position in the shares of the
Fund, except for the purchase of shares of the Fund for investment purposes at
the same price as that available to the public at the time of purchase.

6. Exclusivity.
-----------

The services of the Adviser to the Trust hereunder are not to be
deemed exclusive and the Adviser shall be free to furnish similar services to
others as long as the services hereunder are not impaired thereby.

7. Liability.
--------

In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Adviser, the Adviser shall not be subject to liability to the Fund or the Trust
or to any shareholder of the Fund for any act or omission in the course of, or
connected with, rendering services hereunder, or for any losses that may be
sustained in the purchase, holding or sale of any security.

8. Brokerage Commissions. The Adviser may cause the Fund to pay a broker-
---------------------
dealer which provides brokerage and research services, as such services are
defined in Section 28(e) of the Securities Exchange Act of 1934 (the
"Exchange Act"), to the Adviser, a commission for effecting a securities
transaction in excess of the amount another broker-dealer would have
charged for effecting such transaction, if the Adviser determines in good
faith that such amount of commission is reasonable in relation to the value
of brokerage and research services provided by the executing broker-dealer
viewed in terms of either that particular transaction or its overall
responsibilities with respect to the accounts as to which it exercises
investment discretion (as defined in Section 3(a)(35) of the Exchange Act).

9. Amendments.
---------

This Agreement may be amended by the mutual consent of the parties;
provided, however, that in no event may it be amended without the approval of
the trustees of the Trust in the manner required by the Act, and, if required by
the Act, by the vote of the majority of the outstanding voting securities of the
Fund, as defined in the Act.

1. Termination.
-----------

This Agreement may be terminated at any time, without the payment of
any penalty, by the trustees of the Trust or by a vote of the majority of the
outstanding voting securities of the Fund, as defined in the Act, upon giving
sixty (60) days' written notice to the Adviser. This Agreement may be
terminated by the Adviser at any time upon the giving of sixty (60) days'
written notice to the Trust. This Agreement shall terminate automatically in
the event of its assignment (as defined in Section 2(a)(4) of the Act). Subject
to prior termination as hereinbefore provided, this Agreement shall continue in
effect for two (2) years from the date hereof and indefinitely thereafter, but
only so long as the continuance after such two (2) year period is specifically
approved annually by: (i) the trustees of the Trust or by the vote of the
majority of the outstanding voting securities of the Fund, as defined in the
Act; and (ii) the trustees of the Trust in the manner required by the Act,
provided that any such approval may be made effective not more than sixty (60)
days thereafter.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day first above written.

UNIPLAN, INC.

By: Richard Imperiale
----------------------
/s/ Richard Imperiale
Its: Chairman

THE JEFFERSON FUND GROUP TRUST

By: Richard Imperiale
-----------------------
/s/ Richard Imperiale
Its: Chairman

EXHIBIT (D)(3)
INVESTMENT ADVISORY AGREEMENT

Agreement made as of the day of , 1998, between The Jefferson
Fund Group Trust, a Delaware business trust (the "Trust"), and Marshall Capital
Management, Inc., a (the "Adviser").

W I T N E S S E T H :

WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940 (the "Act");

NOW, THEREFORE, the Trust and the Adviser do mutually promise and
agree as follows:

11. Employment.
-----------

The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets of the Jefferson Regional Bank Fund (the "Fund") for
the period and on the terms set forth in this Agreement. The Adviser hereby
accepts such employment for the compensation herein provided and agrees during
such period to render the services and to assume the obligations herein set
forth.

12. Authority of the Adviser.
------------------------

13. Expenses.
---------

14. Compensation of the Adviser.
---------------------------

15. Ownership of Shares of the Fund.
-------------------------------

16. Exclusivity.
------------

17. Liability.
---------

18. Brokerage Commissions. The Adviser may cause the Fund to pay a broker-
---------------------
dealer which provides brokerage and research services, as such services are
defined in Section 28(e) of the Securities Exchange Act of 1934 (the
"Exchange Act"), to the Adviser, a commission for effecting a securities
transaction in excess of the amount another broker-dealer would have
charged for effecting such transaction, if the Adviser determines in good
faith that such amount of commission is reasonable in relation to the value
of brokerage and research services provided by the executing broker-dealer
viewed in terms of either that particular transaction or its overall
responsibilities with respect to the accounts as to which it exercises
investment discretion (as defined in Section 3(a)(35) of the Exchange Act).

19. Amendments.
----------

20. Termination.
-----------

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day first above written.

MARSHALL CAPITAL MANAGEMENT, INC.

By: /s/ John A. Hawke

Its: President

THE JEFFERSON FUND GROUP TRUST

By: Richard Imperiale

/s/ Richard Imperiale
Its: Chairman

EXHIBIT (J)

CONSENT OF INDEPENDENT ACCOUNTANTS

The Shareholders and Board of Directors
The Jefferson Fund Group Trust:

We consent to the use of our report incorporated by reference and the reference
to our firm under the headings "Financial Highlights" in the Prospectus and
"Investment Advisory and Other Services" in the Statement of Additional
Information.

/s/ KPMG LLP

Milwaukee, Wisconsin
February 15, 1999

[ARTICLE] 6
[CIK] 0000936291
[NAME] THE JEFFERSON GROUP TRUST
[SERIES]
[NUMBER] 1
[NAME] JEFFERSON GROWTH AND INCOME FUND-CLASS A
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] OCT-31-1998
[PERIOD-START] NOV-1-1997
[PERIOD-END] OCT-31-1998
[INVESTMENTS-AT-COST] 8671785
[INVESTMENTS-AT-VALUE] 7907949
[RECEIVABLES] 680386
[ASSETS-OTHER] 58003
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 8646338
[PAYABLE-FOR-SECURITIES] 290117
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 31953
[TOTAL-LIABILITIES] 322070
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 8737165
[SHARES-COMMON-STOCK] 657685
[SHARES-COMMON-PRIOR] 555985
[ACCUMULATED-NII-CURRENT] 5213
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 345726
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (763836)
[NET-ASSETS] 8324268
[DIVIDEND-INCOME] 167390
[INTEREST-INCOME] 165513
[OTHER-INCOME] 0
[EXPENSES-NET] 108277
[NET-INVESTMENT-INCOME] 224626
[REALIZED-GAINS-CURRENT] 318750
[APPREC-INCREASE-CURRENT] (1184826)
[NET-CHANGE-FROM-OPS] (641450)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (195094)
[DISTRIBUTIONS-OF-GAINS] (432547)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 125151
[NUMBER-OF-SHARES-REDEEMED] (77303)
[SHARES-REINVESTED] 53852
[NET-CHANGE-IN-ASSETS] 179023
[ACCUMULATED-NII-PRIOR] 17447
[ACCUMULATED-GAINS-PRIOR] 530512
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 51704
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 246040
[AVERAGE-NET-ASSETS] 7167487
[PER-SHARE-NAV-BEGIN] 12.26
[PER-SHARE-NII] .28
[PER-SHARE-GAIN-APPREC] (1.05)
[PER-SHARE-DIVIDEND] .32
[PER-SHARE-DISTRIBUTIONS] (.77)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.40
[EXPENSE-RATIO] 1.15
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

[ARTICLE] 6
[CIK] 0000936291
[NAME] THE JEFFERSON GROUP TRUST
[SERIES]
[NUMBER] 2
[NAME] JEFFERSON GROWTH AND INCOME FUND-CLASS B
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] OCT-31-1998
[PERIOD-START] NOV-1-1997
[PERIOD-END] OCT-31-1998
[INVESTMENTS-AT-COST] 8671785
[INVESTMENTS-AT-VALUE] 7907949
[RECEIVABLES] 680386
[ASSETS-OTHER] 58003
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 8646338
[PAYABLE-FOR-SECURITIES] 290117
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 31953
[TOTAL-LIABILITIES] 322070
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 8737165
[SHARES-COMMON-STOCK] 143753
[SHARES-COMMON-PRIOR] 109031
[ACCUMULATED-NII-CURRENT] 5213
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 345726
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (763836)
[NET-ASSETS] 8324268
[DIVIDEND-INCOME] 167390
[INTEREST-INCOME] 165513
[OTHER-INCOME] 0
[EXPENSES-NET] 108277
[NET-INVESTMENT-INCOME] 224626
[REALIZED-GAINS-CURRENT] 318750
[APPREC-INCREASE-CURRENT] (1184826)
[NET-CHANGE-FROM-OPS] (641450)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (31024)
[DISTRIBUTIONS-OF-GAINS] (87334)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 50892
[NUMBER-OF-SHARES-REDEEMED] (25827)
[SHARES-REINVESTED] 9657
[NET-CHANGE-IN-ASSETS] 179023
[ACCUMULATED-NII-PRIOR] 17447
[ACCUMULATED-GAINS-PRIOR] 530512
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 51704
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 246040
[AVERAGE-NET-ASSETS] 1459522
[PER-SHARE-NAV-BEGIN] 12.20
[PER-SHARE-NII] .21
[PER-SHARE-GAIN-APPREC] (1.05)
[PER-SHARE-DIVIDEND] (.25)
[PER-SHARE-DISTRIBUTIONS] (.77)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.34
[EXPENSE-RATIO] 1.78
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>