LM INSTITUTIONAL FUND ADVISORS II, INC.
SUPPLEMENT TO THE PROSPECTUS DATED AUGUST 1, 2000
The Board of Directors has called a special meeting of shareholders of
LM Value Institutional Portfolio (the "Portfolio"), a series of LM Institutional
Fund Advisors II, Inc., to propose a plan of reorganization ("Reorganization
Plan") whereby the Portfolio will merge into Legg Mason Value Trust, Inc. (Value
Trust"). If the Reorganization Plan is approved by holders of a majority of the
Portfolio's outstanding shares, each shareholder of the Portfolio will
automatically become a shareholder of Value Trust. More information about the
proposed Reorganization Plan will be provided to Portfolio shareholders in proxy
solicitation materials expected to be mailed in January 2001. A shareholder
meeting date of March 9, 2001 has been set. At the meeting, all persons who are
shareholders of record of the Portfolio as of January 26, 2001 will be entitled
to vote on the Reorganization Plan. It is anticipated that the reorganization of
the Portfolio will be effected by the end of the first quarter of 2001.
You may continue to buy and sell shares of the Portfolio prior to the
closing of the proposed acquisition. If the Reorganization Plan is approved,
sales of new shares are expected to be suspended approximately five days prior
to the expected consummation of the acquisition.
THIS SUPPLEMENT IS DATED DECEMBER 18, 2000
