KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212) 715-7509
April 1, 1996
VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mutual Fund Group
SEC Registration No. 33-14196
Investment Company Act No. 811-5151
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Dear Sir/Madam:
We are filing via EDGAR, on behalf of Mutual Fund Group and pursuant to
the provisions of Rule 497(e) promulgated under the Securities Act of 1933, as
amended, a supplement dated April 1, 1996 to the Prospectuses dated March 1,
1996, May 1, 1995 and January 8, 1996.
Very truly yours,
Peter O'Rourke
PJO/lf
Attachment
cc: Molly Sheehan, Esq.
Peter Eldridge, Esq.
Deborah Oliver, Esq.
Colleen McCoy
Dean Harris
Mark Rapp
Victoria Preston
Carl Frischling, Esq.
Susan J. Penry-Williams, Esq.
Joanne Doldo, Esq.
Robert Kaner, Esq.
Robert Goldbaum, Esq.
<PAGE>
Mutual Fund Group
Supplement Dated April 1, 1996 to
Prospectus dated: March 1, 1996; May 1, 1995 and January 8, 1996
The discussion under "Management of the Fund - Adviser" is hereby supplemented
by the following:
On March 31, 1996, The Chase Manhattan Corporation and Chemical Banking
Corporation effected the Holding Company Merger. As required by the Investment
Company Act of 1940, as amended (the "1940 Act"), the current advisory agreement
(the "Current Agreement") between the Fund and the Adviser provides for its
automatic termination upon its "assignment" (as defined in the 1940 Act).
Consummation of the Holding Company 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. The Adviser continues to render
services to the Fund under exemptive relief from the Securities and Exchange
Commission and services will not be impaired as a result of the Holding Company
Merger. Shareholder approval of new advisory agreements is presently being
solicited and a Special Meeting will be held on April 2, 1996 to consider
approval of the new advisory agreements.
