International Equity Portfolio
Global Fixed Income Portfolio
Growth and Income Portfolio
Capital Growth Portfolio
Supplement Dated December 26, 1995 to
Prospectuses dated: February 28, 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.
As required by the Investment Company Act of 1940, as amended (the "1940 Act"),
the current advisory agreement (the "Current Agreement") between each Portfolio
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 Portfolios under anticipated exemptive
relief from the Securities and Exchange Commission and advisory services will
not be impaired thereby.
The Registration Statement is hereby incorporated by reference.
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