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Rule 497(e)
33-1922; 811-4506
The Pasadena Group of Mutual Funds
Supplement dated June 11, 1997
to Prospectus dated March 31, 1997
To All Investors:
Pasadena Capital Corporation, the parent company of Roger Engemann
Management Company, Inc. Manager of the Funds, has agreed to be acquired by
Phoenix Duff & Phelps Corporation ("Phoenix"), a diversified financial
services company with approximately $33 billion in assets under management.
The acquisition is subject to the usual conditions, including approval by
Fund shareholders and the Funds' Board of Trustees of new advisory agreements
with the Manager under its new Phoenix ownership. Key officers and portfolio
managers of the Manager have signed long-term employment agreements and there
are no changes anticipated in the investment approach of the Funds as a
result of the acquisition. A proxy statement describing the acquisition and
seeking shareholder approval will be sent to all shareholders in early July.
