LMH FUND LTD
497, 1996-08-06
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                                 LMH Fund, Ltd.

                 Supplement to Prospectus dated November 1, 1995


     On July 3, 1996, the Fund's directors  unanimously  approved a Sub-Advisory
Agreement between the Fund's Advisor,  Heine Management Group,  Inc., and Matrix
Asset Advisors,  Inc.  ("Matrix") whereby Matrix would become Sub-Advisor to the
Fund,  effective  immediately.  Mr.  David  Katz,  C.F.A.,  President  and Chief
Investment  Officer of Matrix,  will be  responsible  for the  management of the
Fund's portfolio, together with Mr. Leonard Heine, President of the Advisor. Mr.
Katz  has  been  appointed  as Vice  President,  Chief  Investment  Officer  and
Secretary of the Fund.

The Sub-Advisory agreement provides that prior to the end of calendar year 1996,
a meeting of Fund  shareholders  will be convened to consider  the approval of a
new investment  advisory  agreement whereby Matrix will replace Heine Management
as  Investment  Advisor  to the Fund  and Mr.  Heine  will  retire  from  active
management  of the Fund.  . It is  anticipated  that under  that new  Investment
Advisory  Agreement to be considered by  shareholders,  the annual  advisory fee
rate  payable to Matrix will be the same as that paid by the Fund to the Advisor
under the current investment advisory agreement,  i.e., 1% of the Fund's average
daily net assets.

While serving as Sub-Advisor,  Matrix has agreed to waive any Sub-Advisory  fees
payable from the Advisor. Also, while Matrix serves as sub-Advisor,  the Advisor
has  agreed to waive  payment  of fees  payable  under the  existing  Investment
Advisory Agreement in excess of 25% of the net advisory fees due thereunder.

Matrix is a  registered  investment  advisor  which was founded in 1986.  Matrix
provides  investment  advisory  services to  individuals,  endowment and pension
accounts  with a value of over $330  million.  Matrix is controlled by Mr. David
Katz and Mr. Morley Goldberg and is located at 444 Madison Avenue,  New York, NY
10022.

July 15, 1996



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