September 10, 1996
PREMIER STRATEGIC GROWTH FUND
SUPPLEMENT TO PROSPECTUS
DATED MAY 1, 1996
The Fund's Board of Trustees recently approved, subject to the
approval of the Fund's shareholders, an Agreement and Plan of Reorganization
(the "Plan") which would merge the Fund into Premier Aggressive Growth Fund
(formerly, Premier Capital Growth Fund), a series of Premier Equity Funds,
Inc. Under the Plan, the Fund's shareholders would receive for his or her
Class A, Class B, Class C or Class R shares of the Fund a number of
corresponding Premier Aggressive Growth Fund shares equal to the value of
their Fund shares as of the date of the merger. The merger will not result
in the imposition of Federal income tax on Fund shareholders.
The Fund and Premier Aggressive Growth Fund have the same investment
objective and substantially similar management policies, are managed by the
same primary portfolio manager, Michael Schonberg, and pay the same
investment advisory fee. In addition, the Funds have the same purchase and
redemption options and offer the same investor services.
A special meeting of shareholders to consider the Plan is scheduled
to be held on or about December 16, 1996. A Prospectus/Proxy Statement
describing the transaction and Premier Aggressive Growth Fund is expected to
be mailed on or about October 15, 1996 to shareholders of record on October
1, 1996.
THE FOLLOWING INFORMATION SUPERSEDES OR REPLACES ANY CONTRARY
INFORMATION CONTAINED IN THE SECTION OF THE FUND'S PROSPECTUS ENTITLED "HOW
TO BUY SHARES -- CLASS A SHARES."
Effective immediately, a CDSC of 1% will be assessed at the time of
redemption of Class A shares purchased without an initial sales charge as
part of an investment of at least $1,000,000 and redeemed within one year of
purchase.
038s091096
