Rule 497(e)
Prospectus Supplement
Mutual Fund Group
Mutual Fund Trust
Mutual Fund Variable Annuity Trust
Supplement Dated December 18, 1995 to
Prospectuses dated: March 1, 1995; June 19, 1995; May
1, 1995
October 28, 1994; and September 29, 1995
In August 1995, The Chase Manhattan Corporation and Chemical Banking Corporation
announced that they had entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which The Chase Manhattan Corporation will merge
with Chemical (the "Holding Company Merger"). Under the terms of the Merger
Agreement, Chemical will be the surviving corporation in the Holding Company
Merger and will continue its corporate existence under Delaware law under the
name "The Chase Manhattan Corporation". Subsequent to the Holding Company
Merger, The Chase Manhattan Bank, N.A. (the "Adviser"), will be merged with and
into Chemical Bank, a New York banking corporation (the "Bank Merger"). Both the
Holding Company Merger and Bank Merger are subject to certain conditions,
including certain regulatory approvals. In connection with the mergers, funds
currently affiliated with Chemical (the "Hanover Funds") will be merged into
certain existing or newly-created series funds of Mutual Fund Group or Mutual
Fund Trust, subject to approval by shareholders of the Hanover Funds.
As required by the Investment Company Act of 1940, as amended (the "1940 Act"),
the current advisory agreement (the "Current Agreement") between each Fund and
the Adviser provides for its automatic termination upon its "assignment" (as
defined in the 1940 Act). Consummation of the Holding Company Merger and the
Bank Merger may be deemed to result in an assignment of each Current Agreement
and, consequently, to terminate each Current Agreement in accordance with its
terms. After the Holding Company Merger, the Adviser (or the successor thereto)
will continue rendering services to the Funds under anticipated exemptive relief
from the Securities and Exchange Commission and advisory services will not be
impaired thereby. Shareholder approval of new advisory agreements will be
solicited in the first quarter of 1996.
