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UAM Funds Inc. II
UAM Funds
Funds for the Informed Investorsm
Analytic Funds
Institutional Class Shares
Analytic Defensive Equity Fund
Analytic Enhanced Equity Fund
Analytic International Fund
Analytic Master Fixed Income Fund
Analytic Short-Term Government Fund
Supplement dated December 28, 2000 to the Prospectus dated May 1, 2000
The second and third sentences under the section titled "What are the
Objectives of the Funds?" are hereby deleted and replaced with the
following: "Each Fund may change its investment objective without
shareholder approval."
Under the section titled "Investment Management-Investment Adviser," the
following should be added: "United Asset Management Corporation is a
wholly-owned subsidiary of Old Mutual plc., a United Kingdom based
financial services group."
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UAM FUNDS INC. II
UAM FUNDS
ANALYTIC FUNDS
ANALYTIC DEFENSIVE EQUITY FUND
ANALYTIC ENHANCED EQUITY FUND
ANALYTIC INTERNATIONAL FUND
ANALYTIC MASTER FIXED INCOME FUND
ANALYTIC SHORT-TERM GOVERNMENT FUND
INSTITUTIONAL CLASS SHARES
SUPPLEMENT DATED DECEMBER 28, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 2000
The following disclosure replaces the information in the Statement of
Additional Information under the section "Fundamental Investment Policies" with
respect to the Analytic Defensive Equity Fund, Analytic Enhanced Equity Fund,
Analytic International Fund, Analytic Master Fixed Income Fund and Analytic
Short-Term Government Fund:
The following investment limitations are fundamental, which means a
portfolio cannot change them without approval by the vote of a majority of
the outstanding voting securities of the portfolio, as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"). A portfolio
will determine investment limitation percentages (with the exception of a
limitation relating to borrowing) immediately after and as a result of its
acquisition of such security or other asset. Accordingly, a portfolio will
not consider changes in values, net assets or other circumstances when
determining whether the investment complies with its investment
limitations. Each of the portfolios will not:
. Make any investment inconsistent with its classification as a diversified
series of an open-end investment company under the 1940 Act. This
restriction does not, however, apply to any portfolio classified as a
non-diversified series of an open-end investment company under the 1940
Act.
. Borrow money, except to the extent permitted by applicable law, as
amended and interpreted or modified from time to time by any regulatory
authority having jurisdiction and the guidelines set forth in a
portfolio's prospectus and statement of additional information as they
may be amended from time to time.
. Issue senior securities, except to the extent permitted by applicable
law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction.
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. Underwrite securities of other issuers, except insofar as a portfolio may
technically be deemed to be an underwriter under the Securities Act of
1933 in connection with the purchase or sale of its portfolio securities.
. Concentrate its investments in the securities of one or more issuers
conducting their principal business activities in the same industry
(other than securities issued or guaranteed by the U.S. government or its
agencies or instrumentalities).
. Purchase or sell real estate, except (1) to the extent permitted by
applicable law, as amended and interpreted or modified from time to time
by an regulatory authority having jurisdiction, (2) that a portfolio may
invest in, securities of issuers that deal or invest in real estate and
(3) that a portfolio may purchase securities secured by real estate or
interests therein.
. Purchase or sell commodities or contracts on commodities except that a
portfolio may engage in financial futures contracts and related options
and currency contracts and related options and may otherwise do so in
accordance with applicable law and without registering as a commodity
pool operator under the Commodity Exchange Act.
. Make loans to other persons, except that a portfolio may lend its
portfolio securities in accordance with applicable law, as amended and
interpreted or modified from time to time by any regulatory authority
having jurisdiction and the guidelines set forth in a portfolio's
prospectus and statement of additional information as they may be amended
from time to time. The acquisition of investment securities or other
investment instruments shall not be deemed to be the making of a loan.
The section titled "Non-Fundamental Policies" and "Borrowing" is hereby deleted
and replaced by the following:
The following limitations are non-fundamental, which means a portfolio may
change them without shareholder approval.
. Each of the portfolios may not borrow money, except that (1) a
portfolio may borrow from banks (as defined in the 1940 Act) or enter
into reverse repurchase agreements, in amounts up to 331/3% of its total
assets (including the amount borrowed), (2) a portfolio may borrow up to
an additional 5% of its total assets for temporary purposes, (3) a
portfolio may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities, and (4) a
portfolio may purchase securities on margin and engage in short sales to
the extent permitted by applicable law.
. A portfolio may purchase and sell currencies or securities on a when-
issued, delayed delivery or forward-commitment basis.
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. A portfolio may purchase and sell foreign currency, purchase options on
foreign currency and foreign currency exchange contracts.
. A portfolio may invest in the securities of foreign issuers.
. A portfolio may purchase shares of other investment companies to the
extent permitted by applicable law. A portfolio may, notwithstanding any
fundamental policy or other limitation, invest all of its investable
assets in securities of a single open-end management investment company
with substantially the same investment objectives, policies and
limitations.
The 1940 Act currently permits each portfolio to invest up to 10% of its
total assets in the securities of other investment companies. However, a
portfolio may not invest more than 5% of its total assets in the
securities of any one investment company or acquire more than 3% of the
outstanding securities of any one investment company.
. A portfolio may invest in illiquid and restricted securities to the
extent permitted by applicable law.
Each portfolio intends to follow the policies of the SEC as they are
adopted from time to time with respect to illiquid securities, including
(1) treating as illiquid securities that may not be disposed of in the
ordinary course of business within 7 days at approximately the value at
which a portfolio has valued the investment on its books; and (2)
limiting its holdings of such securities to 15% of net assets.
. A portfolio may write covered call options and may buy and sell put and
call options.
. A portfolio may enter into repurchase agreements.
. A portfolio may lend portfolio securities to registered broker-dealers
or other institutional investors. These loans may not exceed 331/3% of
the portfolio's total assets taken at market value. In addition, a
portfolio must receive at least 100% collateral.
. A portfolio may sell securities short and engage in short sales
"against the box."
. A portfolio may enter into swap transactions.
The first paragraph of the section "Management of the Fund" is hereby
deleted and replaced by the following:
The Board manages the business of the Fund. The Board elects officers to manage
the day-to-day operations of the Fund and to execute the policies the Board has
formulated. The Fund pays
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each board member who is not also an officer or an
affiliated person (independent board member) the following fees:
. A $200 quarterly retainer fee per active portfolio
. $3,000 for each meeting of the Board other than a private meeting or
telephonic meeting;
. $1,500 for each private meeting of the Board;
. $1,000 for each telephonic meeting of the Board; and
. $1,000 per day for attending seminars, up to a maximum of three events
per year
In addition, the Fund reimburses each independent trustee for travel and other
expenses incurred while attending Board meetings. The $3,000 meeting fee and
expense reimbursements are aggregated for all of the trustees and allocated
proportionally among all of the portfolios in the UAM Funds Complex. The Fund
does not pay interested trustees or officers for their services and trustees or
officers.
Under the section titled "Management of the Fund," James P. Pappas, Norton
H. Reamer, Peter M. Whitman, Jr., William H. Park, Martin J. Wolin and Robert R.
Flaherty are hereby deleted from the table which contains Board members and
officers of the Fund. The following information is hereby added to the table:
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
FROM THE FUND AS FROM THE FUND
NAME, ADDRESS, DATE POSITION PRINCIPAL OCCUPATIONS DURING THE OF DECEMBER 31, COMPLEX AS OF
OF BIRTH WITH FUND PAST 5 YEARS 1999 DECEMBER 31, 1999
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<C> <S> <C> <C> <C>
James F. Orr III* Board President, Chief Executive Officer 0 0
One International Member and Director of UAM since May 2000;
Place President Chairman and Chief Executive
Boston, MA 02110 Officer of UNUM Corporation
3/5/43 (Insurance) from 1988 to 1999;
Trustee of Bates College and the
Committee for Economic Development;
Chairman-elect of the Board of
Trustees of the Rockefeller
Foundation; Member of The Business
Roundtable, the Harvard Center for
Society, and the Health Advisory
Council at the Harvard School of
Public Health; Director of the
Nashua Corporation and the National
Alliance of Business.
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Linda T. Gibson Secretary General Counsel and Managing 0 0
211 Congress Street Director of UAM Investment
Boston, MA 02110 Services, Inc. (financial
7/31/65 services); Senior Vice President
and General Counsel of UAMFSI
(financial services) and UAMFDI
(broker-dealer) since April 2000;
Senior Vice President and Secretary
of Signature Financial Group, Inc.
(financial services) and affiliated
broker-dealers from 1991 to 2000;
Director and Secretary of Signature
Financial Group Europe, Ltd.
(financial services) from 1995 to
2000; Secretary of the Citigroup
Family of Mutual Funds (mutual
funds) from 1996 to 2000; Secretary
of the 59 Wall Street Family of
Mutual Funds (mutual funds) from
1996 to 2000.
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</TABLE>
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Under the section titled, "Investment Advisory and Other Services - Investment
Adviser," the following should be added:
United Asset Management Corporation is a wholly - owned subsidiary of
Old Mutual, plc., a United Kingdom based financial services group.
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