THE BLANCHARD GROUP OF FUNDS
Blanchard Growth & Income Fund
Blanchard Capital Growth Fund

NOTICE TO SHAREHOLDERS:
The parent company of The Chase Manhattan Bank, N.A., the Portfolio Adviser to
the Portfolio in which your Fund invests, has entered into an Agreement and Plan
of Merger with Chemical Banking Corporation.  This prospectus supplement is to
advise you of the intended merger.
In 1996, you will be solicited to approve a new investment advisory contract
with the new entity.  We do not anticipate that there will be any impact on the
management of your fund.
SUPPLEMENT TO PROSPECTUS DATED AUGUST 7, 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 Banking Corporation (the "Holding Company Merger").  Under the
terms of the Merger Agreement, Chemical Banking Corporation 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 "Portfolio 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 the Portfolios
in which each Fund is invested, and the Portfolio 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 Portfolio Adviser (or the successor thereto) will
continue rendering services to the Portfolios in which each Fund is invested,
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.
                                                               December 29, 1995



















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