ANALYTIC OPTIONED EQUITY FUND INC
497, 1997-05-13
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                       THE DEFENSIVE EQUITY PORTFOLIO
                   OF ANALYTIC OPTIONED EQUITY FUND, INC.

                        SUPPLEMENT TO THE PROSPECTUS
                             DATED MAY 12, 1997


                                 DISTRIBUTOR

     UAM Fund Distributors, Inc., a wholly-owned subsidiary of United Asset 
management Corporation, has agreed to act at the distributor of the Fund's 
shares. Its principal office is located at 211 Congress Street, Boston, 
Massachusetts 02110. Under a Distribution Agreement with the Fund (the 
"Distribution Agreement"), the Distributor, as agent of the Fund, has agreed 
to use its best efforts as sole distributor of Fund shares. The Distributor 
does not receive any fee or other compensation under the Distribution 
Agreement. The Distribution Agreement provides that the Fund will bear costs 
of registration of its shares with the SEC and various states as well as the 
printing of its prospectuses, its Statement of Additional Information and its 
reports to shareholders.


                            ADMINISTRATIVE SERVICES

     UAM Fund Services, Inc., a wholly-owned subsidiary of United Asset 
Management Corporation, has agreed to perform and oversee all administrative, 
fund accounting, dividend disbursing and transfer agent services to the Fund 
pursuant to a Fund Administration Agreement with the Fund (the 
"Administration Agreement"). For its services UAM Fund Services receives a 
fee based on net assets. UAM Fund Services' principal office is located at 
211 Congress Street, Boston, Massachusetts 02110. UAM Fund Services has 
subcontracted some of these services to Chase Global Funds Services Company, 
an affiliate of The Chase Manhattan Bank. Chase Global Funds Services 
Company is located at 73 Tremont Street, Boston, Massachusetts 02108.

     Effective May 8, 1997, Chase Global Funds Services Company will be the 
sub-dividend disbursing agent, sub-transfer agent and sub-shareholder 
servicing agent. The shareholder servicing phone number continues to be 
(800) 374-2633. All other administrative and accounting functions will be 
performed by UAM Fund Services effective May 15, 1997.

     PURCHASE BY MAIL. Initial and subsequent purchases of Fund shares may be 
made by mailing a completed and signed application, together with a check 
payable to the Fund, to:

     Analytic Funds                           STREET ADDRESS (OVERNIGHT MAIL)
     c/o Chase Global Fund Services Company   73 Tremont Street
     P.O. Box 2798                            Boston, MA 02108
     Boston, MA 02208
     (800) 374-2633



                            DATED:  MAY 12, 1997
<PAGE>

                        THE DEFENSIVE EQUITY PORTFOLIO
                    OF ANALYTIC OPTIONED EQUITY FUND, INC.


            SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
                              DATED MAY 12, 1997

     ADMINISTRATIVE SERVICES. UAM Fund Services, Inc., a wholly-owned 
subsidiary of United Asset Management Corporation, has agreed to perform and 
oversee all administrative, fund accounting, dividend disbursing and transfer 
agent services to the Fund pursuant to a fund Administration Agreement with 
the Fund (the "Administration Agreement") dated on or about May 15, 1997. UAM 
Fund Services has subcontracted some of these services to Chase Global Funds 
Services Company, an affiliate of The Chase Manhattan Bank.

     The Fund pays UAM Fund Services a two part monthly fee: a Fund specific 
fee, at the annual rate of 0.06% of net assets which is retained by UAM Fund 
Services and a sub-administration fee which UAM Fund Services' monthly fee 
for its services is calculated on an annualized basis as follows:

     0.19 of 1% of the first $200 million of total net assets of the Fund
     0.11 of 1% of the next $800 million of total net assets
     0.07 of 1% of total net assets over $1 billion up to $3 billion
     0.05 of 1% on total net assets over $3 billion

     The Fund is subject to a graduated minimum fee schedule which starts at 
$2,000 per month and increases to $70,000 annually after eighteen months. If 
a separate class of shares is added, its minimum annual fee increases by 
$20,000.

     The fees paid to Chase Global Funds Services are the responsibility of 
UAM Fund Services, and not the Fund.

     Under the Fund Administration Agreement, any liability of UAM Fund 
Services to the Fund and its shareholders is limited to situations involving 
its own willful misfeasance, bad faith, gross negligence or reckless 
disregard of duties. In addition, the Fund has agreed to indemnify UAM Fund 
Services against certain matters, including all expenses arising out of 
actions of UAM Fund Services pursuant to the Administration Agreement (other 
than those involving UAM Fund Services' willful misfeasance, bad faith, gross 
negligence or reckless disregard of duties).

     UAM Fund Services may assign its obligations under the Fund 
Administration Agreement to subcontractors approved by the Board of 
Directors, but no such assignment will relieve UAM Fund Services of its 
obligations to the Fund. The Agreement may be terminated without penalty upon 
60-days' written notice by either party.

     DISTRIBUTOR. UAM Fund Distributors, Inc. a wholly-owned subsidiary of 
United Asset Management Corporation distributes shares of the Fund. Under the 
Distribution Agreement (the "Distribution Agreement"), the Distributor, as 
agent of the Fund, agrees to use its best efforts as sole distributor of Fund 
Shares. The Distributor does not receive any fee or other compensation under 
the Agreement. The Agreement continues in effect as long as it is approved at 
least annually by the Fund's Board of Directors. Those approving the 
Agreement must include a majority of Directors who are not interested persons 
of any party to the Agreement.

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     The term and termination provisions of the Distribution Agreement are 
similar to those of the Fund's Investment Management Agreement. In addition, 
it contains provisions limiting the liability of, and providing 
indemnification to, the Distributor, that are similar to those of the Fund 
Administration Agreement, except that nothing in the Agreement protects the 
Distributor from any liabilities which it may have under the Securities Act 
of 1933 or the Investment Company Act of 1940.




                            DATED:  MAY 12, 1997


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