FLEMING MUTUAL FUND GROUP, INC.
Supplement Dated August 3, 2000
To Prospectus Dated February 1, 2000
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND
THAT CONTAINED IN THE PROSPECTUS AND SHOULD BE READ IN
CONJUNCTION WITH THE PROSPECTUS.
ACQUISITION OF ROBERT FLEMING HOLDINGS LIMITED BY THE CHASE MANHATTAN
CORPORATION
Robert Fleming Holdings Limited, the indirect parent of Robert Fleming, Inc.,
Adviser to the Fleming Mutual Fund Group, Inc.'s (the "Corporation") Small Cap
Growth Fund and Mid Cap Value Fund (the "Funds") has been acquired by The Chase
Manhattan Corporation. The Adviser believes that the acquisition will benefit
clients of both firms by providing shareholders with a wider range of quality
asset management. ACCORDINGLY, THE FOLLOWING REPLACES THE SECOND AND THIRD
SENTENCES IN THE FIRST PARAGRAPH OF "THE ADVISER" SECTION ON PAGE 12 OF THE
PROSPECTUS:
The Adviser is an indirect wholly-owned subsidiary of The
Chase Manhattan Corporation. The Chase Manhattan Corporation
is a global financial services firm headquartered in New
York with assets in excess of $400 billion.
This acquisition could be deemed to be an "assignment," as defined in the
Investment Company Act of 1940, of the Funds' investment advisory agreement
which would result in the termination of that agreement. Accordingly, the Board
of Directors of the Corporation has approved an interim investment advisory
agreement and will consider a new investment advisory agreement at its next
meeting. If approved by the Board, the Corporation will hold a Special Meeting
of Shareholders in the next few months to ask the Funds' shareholders to
consider the approval of a new investment advisory agreement. In connection with
the Special Meeting of Shareholders, Fund shareholders who are entitled to vote
at the meeting will receive a proxy statement that describes the new advisory
agreement, as well as a form of proxy that shareholders can use to cast their
vote. Currently, Robert Fleming, Inc. is continuing to provide the same advisory
services to the Funds as it did before the acquisition for the same contractual
advisory fee.
THE FOLLOWING REPLACES THE FIRST PARAGRAPH UNDER THE SECTION "INVESTMENT
OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES - FLEMING SMALL CAP GROWTH FUND"
ON PAGE 9 OF THE PROSPECTUS:
The Fleming Small Cap Growth Fund (the "Small Cap Growth Fund") invests
primarily (and, under normal conditions, at least 65% of its total assets) in a
diversified portfolio of common stocks of issuers with market capitalizations of
not more than $1.5 billion, at initial time of purchase, that the Adviser
believes have strong earnings growth potential.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
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FLEMING MUTUAL FUND GROUP, INC.
Supplement Dated August 1, 2000
To Statement of Additional Information Dated February 1, 2000
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND
THAT CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION AND SHOULD BE READ IN
CONJUNCTION WITH THE STATEMENT OF ADDITIONAL INFORMATION.
THE FOLLOWING REPLACES THE LAST PARAGRAPH UNDER THE SECTION "THE ADVISER" ON
PAGE B-15:
The Adviser is an indirect, wholly-owned subsidiary of The
Chase Manhattan Corporation, a bank holding company.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
