April 24, 1998
THE ANALYTIC SERIES FUND
SUPPLEMENT TO PROSPECTUS
DATED OCTOBER 20, 1997
As Supplemented February 19, 1998 and
March 13, 1998
A special meeting of shareholders of the Enhanced
Equity Portfolio, Master Fixed Income Portfolio and
Short-Term Government Portfolio (together, the
Portfolios) of The Analytic Series Fund (the
Fund), which was previously scheduled to be
held April 28, 1998, is currently expected to be
held on May 28, 1998 to consider the Agreement
and Plan of Reorganization with PBHG Advisor
Funds, Inc. (the PBHG Funds). Further details
will be provided in a proxy statement which will
be sent to all shareholders entitled to vote at the
meeting.
The Funds Board of Trustees has approved an
Agreement and Plan of Reorganization with the
PBHG Funds providing for the tax-free reorganization
of the Portfolios of the Fund into newly-created series
of the PBHG Funds, subject to approval of the reorganization
by the shareholders of each of the Portfolios, and the
termination of the Fund. Pilgrim Baxter & Associates,
Ltd. (Pilgrim Baxter) is the investment advisor to the
PBHG Funds. Analytic.TSA Global Asset Management,
Inc. (Analytic.TSA), the current investment advisor to
the Portfolios, will become a wholly-owned subsidiary of
Pilgrim Baxter and will serve as investment sub-advisor to
the corresponding series of the PBHG Funds. After the
reorganization, Analytic.TSA will continue to manage the
corresponding series of the PBHG Funds in the same manner
as it currently manages the Portfolios.
Analytic.TSA has informed the Fund that it intends to
discontinue its current voluntary fee waivers if the Agreement
and Plan of Reorganization is abandoned prior to consummation.
Without such reimbursement, it is estimated that, based on
each Portfolios operations during the annual year ended
December 31, 1997, the annual expenses would have been
7.80% for Short-Term Government Portfolio, 2.82% for
Master Fixed Income Portfolio, and 2.19% for Enhanced
Equity Portfolio. (The annual expense of Master Fixed
Income Portfolio has been adjusted for a decrease in
assets since June 30, 1997)
Accordingly, the Example on page 6 of the prospectus
has been revised based on actual expenses of the
Portfolios without such reimbursement, as follows:
EXAMPLE
The following example illustrates the expenses you
would pay on a $1,000 investment, assuming (1) a 5%
annual rate of return and (2) redemption at the end of
each period.
<TABLE>
<CAPTION>
Portfolio 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Short-Term Government $77 $224 $364 $679
Master Fixed Income 29 87 149 315
Enhanced Equity 22 69 117 252
</TABLE>
