MBL GROWTH FUND, INC.
520 Broad Street, Newark, NJ 07102-3111
1-800-435-3191
Supplement Dated August 6, 1998
To Prospectus Dated May 1, 1998, as Supplemented May 1, 1998
This supplement should be read in conjunction with the prospectus
for the MBL Growth Fund, Inc. (the "Fund"), a copy of which can
be obtained without charge from the MBL Life Assurance
Corporation ("MBL Life"). Please write to: Pension and
Investment Products, MBL Life Assurance Corporation, 520 Broad
Street, Newark, New Jersey 07102-3111, ATTN: MBL GROWTH FUND,
INC., or call 1-800-435-3191 for a copy of the prospectus for the
Fund.
On July 15, 1998, MBL Life, the sponsor of the Fund, entered into
an agreement with SunAmerica Inc. ("SunAmerica") pursuant to
which SunAmerica will purchase the individual life and individual
and group annuity businesses of MBL Life (the "Acquisition"). In
accordance with the Plan of Rehabilitation of the Mutual Benefit
Life Insurance Company (the predecessor in interest to MBL Life),
the Acquisition is subject to certain judicial and regulatory
approvals. Assuming that the necessary approvals are obtained,
it is currently anticipated that the Acquisition will occur no
later than December 31, 1998 (the "Closing"). The Acquisition
will effect a resolution to the proceedings associated with the
Plan of Rehabilitation of the Mutual Benefit Life Insurance
Company (the "Plan").
Shares of the Fund are offered only to certain separate accounts
of MBL Life (the "Separate Accounts"). As of June 30, 1998, MBL
Life and the Separate Accounts (together, the "MBL Entities")
owned all of the outstanding shares of the Fund. In connection
with the Acquisition, the MBL Entities will no longer retain
their respective interests in the Fund effective six months after
the Closing. Redemptions of Fund shares by the MBL Entities will
cause the Fund's ratio of expenses to average net assets to
increase. However, the distributor of the shares of the Fund,
First Priority Investment Corporation ("First Priority"), has
agreed to assume the operating expenses of the Fund (excluding
taxes, interest, brokerage commissions, and extraordinary
expenses) to the extent such daily expenses exceed 1.00% on an
annualized basis of the Fund's daily net assets through the
period ending six months after the Closing.
As part of the resolution of the proceedings associated with the
Plan, MBL Life has indicated that it intends to seek a court
order to terminate the Separate Accounts that invest in the Fund.
Pursuant to the proposed court order, contract holders and group
participants will be provided with adequate notice and disclosure
regarding the termination of the Separate Accounts. During a six-
month period immediately following the Closing, certain contract
holders and group participants will be given the opportunity to
exchange, on a tax-free basis, their MBL Life contracts for
certain annuity contracts issued by affiliates of SunAmerica or
contracts issued by other insurance companies. Naturally,
contract holders and group participants also have the option of
transferring or redeeming the value of their contracts. Contract
holders and group participants should consult with their tax
advisors regarding the implications associated with the exchange
or redemption of a contract.
The investment adviser to the Fund, Markston Investment
Management ("Markston"), is a partnership between Markston
International, Inc. and MBL Sales Corporation, an indirect
subsidiary of MBL Life. At present, MBL Life's interest in
Markston will not be included in the Acquisition. However,
SunAmerica and MBL Life have agreed to negotiate for a sale of
MBL Life's interest in Markston during the 60-day period
beginning on July 15, 1998. Also, First Priority is a wholly-
owned indirect subsidiary of MBL Life. Under the terms of the
Acquisition, MBL Life's interest in First Priority will not be
included in the assets of MBL Life that are transferred to
SunAmerica. At the present time, it is anticipated that First
Priority will cease to function as a going concern at the end of
the six-month period after the Closing.
In the event that MBL Life's interest in Markston is included in
the Acquisition, the transfer of MBL Life's interest to
SunAmerica may be deemed to result in a change in control of
Markston under the Investment Company Act of 1940, as amended
(the "1940 Act"), and result in an assignment of the investment
advisory agreement between the Fund and Markston (the "Advisory
Agreement"). As required by the 1940 Act, the current Advisory
Agreement provides for its automatic termination in the event of
its assignment. In the event that the Advisory Agreement is
terminated as a result of its assignment, shareholders of the
Fund will be asked to approve a new Advisory Agreement. In any
event, the Board of Directors of the Fund (the "Board") is
considering alternatives with regard to the Fund, including the
possible liquidation and dissolution of the Fund. Among the
factors being taken into account by the Board is whether, as a
result of the planned redemption of Fund shares by the MBL
Entities, the Fund can continue to operate in an economically
viable manner or whether the Fund will have any business purpose
once the redemptions have been completed. Shareholders of the
Fund will be given the opportunity to vote on any proposed
advisory agreement or plan of liquidation and dissolution.
