<PAGE>
THE ANALYTIC SERIES FUND
ANALYTIC SHORT-TERM GOVERNMENT PORTFOLIO
ANALYTIC MASTER FIXED INCOME PORTFOLIO
ANALYTIC ENHANCED EQUITY PORTFOLIO
AMENDMENT DATED MAY 1, 1998
TO THE PROSPECTUS DATED OCTOBER 20, 1997
The Prospectus is hereby amended as follows:
THE "FUND EXPENSES" SECTION OF THE PROSPECTUS IS HEREBY REPLACED IN ITS
ENTIRETY BY THE FOLLOWING:
The following table illustrates the expenses and fees that a shareholder of
the Fund will incur. However, transaction fees may be charged if a broker-
dealer or other financial intermediary deals with the Fund on your behalf (See
"Shareholder Guide--Purchasing Shares"). The "other" expenses set forth below
are based on each Portfolio's operations during the annual year ended December
31, 1997.
<TABLE>
<CAPTION>
SHORT-TERM MASTER ENHANCED
GOVERNMENT FIXED INCOME EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO
---------- ------------ ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases.............. None None None
Sales Load Imposed on Reinvested Dividends... None None None
Redemption Fees.............................. None None None
Exchange Fees................................ None None None
ANNUAL FUND OPERATING EXPENSES
Management Fees*............................. 0.30% 0.45% 0.60%
12b-1 Fees................................... None None None
Other Expenses*.............................. 7.50% 2.37%** 1.59%
---- ---- ----
Total Fund Operating Expenses*............... 7.80% 2.82%** 2.19%
</TABLE>
- --------
* The Adviser has voluntarily agreed to reimburse expenses of the Fund,
including advisory fees (but excluding interest, taxes, and extraordinary
expenses), that exceed 0.60%, 0.90% and 1.00% of average daily net assets
for the Short-Term Government, Master Fixed Income and Enhanced Equity
Portfolios, respectively, until the Fund's pending reorganization with PBHG
Advisor Funds, Inc. is completed or the reorganization is abandoned.
**The annual expenses has been adjusted for a decrease in assets since June
30, 1997.
<PAGE>
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. The
example is based on each Portfolio's actual
expenses without such reimbursement.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
PORTFOLIO
Short-Term Government........................... $77 $224 $364 $679
Master Fixed Income............................. 29 87 149 315
Enhanced Equity................................. 22 69 117 252
</TABLE>
The purpose of the above information is to help an investor in the Fund to
understand the various fees and expenses an investor will bear directly or
indirectly. THE EXAMPLE IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES AND
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
2
<PAGE>
THE "FINANCIAL HIGHLIGHTS" SECTION OF THE PROSPECTUS IS HEREBY REPLACED IN
ITS ENTIRETY BY THE FOLLOWING:
The financial statements in the tables below for each of the five years in
the period ended December 31, 1997, and the one month ended December 31, 1992,
have been audited by Deloitte & Touche LLP, independent auditors. Such
financial statements and the report of Deloitte & Touche LLP thereon are
incorporated by reference in the Statement of Additional Information. Copies
of the Fund's 1997 Annual Report to Shareholders may be obtained, at no
charge, by telephoning the Fund at (800) 374-2633.
SHORT-TERM GOVERNMENT PORTFOLIO
<TABLE>
<CAPTION>
ONE MONTH
YEAR ENDED DECEMBER 31, ENDED
----------------------------------------- DECEMBER 31,
1997 1996 1995 1994 1993 1992
------ ------ ------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year...... $ 9.83 $ 9.98 $ 9.55 $ 10.03 $ 10.03 $10.00
------ ------ ------- ------- ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income... 0.55 0.62 0.56 0.48 0.53 0.05
Net realized and
unrealized gains
(losses) on
investments............ (0.02) (0.10) 0.43 (0.48) 0.00 0.03
------ ------ ------- ------- ------- ------
Total from investment
operations........... 0.53 0.52 0.99 0.00 0.53 0.08
------ ------ ------- ------- ------- ------
LESS DISTRIBUTIONS:
From net investment
income(1).............. 0.55 0.66 0.56 0.48 0.53 0.05
Return of capital....... 0.00 0.01 0.00 0.00 0.00 0.00
------ ------ ------- ------- ------- ------
Total distributions... 0.55 0.67 0.56 0.48 0.53 0.05
------ ------ ------- ------- ------- ------
Net asset value, end of
year................... $ 9.81 $ 9.83 $ 9.98 $ 9.55 $ 10.03 $10.03
====== ====== ======= ======= ======= ======
TOTAL RETURN............ 5.54% 5.28% 10.65% 0.00% 5.37% 9.38%
====== ====== ======= ======= ======= ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period ($000).......... $2,978 $1,008 $27,880 $24,481 $26,097 $7,619
Ratio of expenses to
average net assets:
Before expense
reimbursement........ 7.80% 0.76% 0.82% 0.85% 0.75% 0.77%+
After expense
reimbursement........ 0.60% 0.56% 0.50% 0.45% 0.45% 0.45%+
Ratio of net investment
income to average net
assets................. 5.53% 5.99% 5.76% 5.37% 4.91% 5.45%+
Portfolio turnover
rate................... 33.50% 31.48% 10.15% 3.21% 85.69% 0.00%
</TABLE>
- --------
(1) For the year ended December 31, 1997, the distributions in excess of net
investment income amounted to $0.002.
+ Annualized
3
<PAGE>
MASTER FIXED INCOME PORTFOLIO
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, ONE MONTH ENDED
------------------------------------------ DECEMBER 31,
1997 1996 1995 1994 1993 1992
------- ------- ------- ------ ------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year...... $ 10.27 $ 10.41 $ 9.50 $10.26 $10.06 $10.00
------- ------- ------- ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income... 0.59 0.58 0.61 0.64 0.67 0.04
Net realized and
unrealized gains
(losses) on investment
and option
transactions........... 0.41 (0.01) 0.91 (0.75) 0.41 0.06
------- ------- ------- ------ ------ ------
Total from investment
operations........... 1.00 0.57 1.52 (0.11) 1.08 0.10
------- ------- ------- ------ ------ ------
LESS DISTRIBUTIONS:
From net investment
income................. 0.59 0.58 0.61 0.64 0.67 0.04
From net realized
gains.................. 1.75 0.12 0.00 0.01 0.21 0.00
In excess of net
realized gains......... 0.09 0.01 0.00 0.00 0.00 0.00
------- ------- ------- ------ ------ ------
Total distributions... 2.43 0.71 0.61 0.65 0.88 0.04
------- ------- ------- ------ ------ ------
Net asset value, end of
year................... $ 8.84 $ 10.27 $ 10.41 $ 9.50 $10.26 $10.06
======= ======= ======= ====== ====== ======
TOTAL RETURN............ 10.04% 5.69% 16.43% (1.04)% 10.94% 13.09%
======= ======= ======= ====== ====== ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period ($000).......... $ 5,712 $28,926 $24,868 $6,155 $8,066 $9,219
Ratio of expenses to
average net assets:
Before expense
reimbursement........ 1.09% 0.97% 1.03% 1.17% 1.04% 1.05%+
After expense
reimbursement........ 0.90% 0.72% 0.69% 0.60% 0.60% 0.60%+
Ratio of net investment
income to average net
assets................. 5.60% 5.66% 5.99% 7.16% 6.39% 5.63%+
Portfolio turnover
rate................... 39.89% 21.95% 31.82% 44.30% 105.39% 0.00%
Average commission
rate(1)................ $0.0375 $0.0418 $0.0277 -- -- --
</TABLE>
- --------
(1) For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged. The formula for
calculating the average commission rate is total commission paid divided
by the total shares purchased and sold. Each option contract is 100
shares.
+ Annualized
4
<PAGE>
ENHANCED EQUITY PORTFOLIO
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, ONE MONTH ENDED
------------------------------------------ DECEMBER 31,
1997 1996 1995 1994 1993 1992
------- ------- ------- ------ ------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year...... $ 12.09 $ 12.94 $ 9.83 $10.15 $10.02 $ 10.00
------- ------- ------- ------ ------ -------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income... 0.15 0.21 0.23 0.28 0.40 0.01
Net realized and
unrealized gains
(losses) on investments
and options............ 3.45 2.74 3.22 (0.32) 0.62 0.02
------- ------- ------- ------ ------ -------
Total from investment
operations........... 3.60 2.95 3.45 (0.04) 1.02 0.03
------- ------- ------- ------ ------ -------
LESS DISTRIBUTIONS:
From net investment
income................. 0.15 0.21 0.23 0.28 0.40 0.01
In excess of net
investment income...... 0.01 3.58 0.11 0.00 0.37 0.00
From net realized
gains.................. 1.79 3.58 0.11 0.00 0.37 0.00
In excess of net
realized gains......... 0.02 0.01 0.00 0.00 0.00 0.00
Return of capital....... 0.00 0.00 0.00 0.00 0.12 0.00
------- ------- ------- ------ ------ -------
Total distributions... 1.97 3.80 0.34 0.28 0.89 0.01
------- ------- ------- ------ ------ -------
Net asset value, end of
year................... $ 13.72 $ 12.09 $ 12.94 $ 9.83 $10.15 $ 10.02
======= ======= ======= ====== ====== =======
TOTAL RETURN............ 29.86% 22.95% 35.36% (0.37)% 10.07% 4.08%
======= ======= ======= ====== ====== =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period ($000).......... $ 7,331 $ 3,519 $ 2,318 $1,511 $ 903 $12,823
Ratio of expenses to
average net assets:
Before expense
reimbursement........ 2.19% 1.51% 1.33% 1.35% 1.35% 1.07%+
After expense
reimbursement........ 1.00% 0.91% 0.50% 0.24% 0.57% 0.70%+
Ratio of net investment
income to average net
assets................. 1.00% 1.53% 2.02% 3.24% 2.16% 1.66%+
Portfolio turnover
rate................... 189.39% 179.47% 10.15% 24.75% 76.34% 25.20%
Average commission
rate(1)................ $0.0288 $0.0658 $0.0431 -- -- --
</TABLE>
- --------
(1) For fiscal years beginning on or after September 1, 1995, a portfolio is
required to disclose the average commission rate per share it paid for
portfolio trades on which commissions were charged. The formula for
calculating the average commission rate is total commission paid divided
by the total shares purchased and sold. Each option contract is 100
shares.
+ Annualized
5
<PAGE>
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "PORTFOLIO
TURNOVER":
For the fiscal year ended December 31, 1997, the portfolio rates were
33.50%, 39.98%, and 189.39% for the Short-Term Government Portfolio, Master
Fixed Income Portfolio and Enhanced Equity Portfolio, respectively.
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "INVESTMENT
ADVISER":
The Fund's Board of Trustees has approved an Agreement and Plan of
Reorganization with PBHG Advisor Funds, Inc. (the "PBHG Funds") providing for
the tax-free reorganization of the various Portfolios of the Fund into newly-
created series of the PBHG Funds, subject to approval of the reorganization
and the termination of the various Portfolios of the Fund by the shareholders
of the Fund. Pilgrim Baxter & Associates, Ltd. ("Pilgrim Baxter") is the
investment adviser to the PBHG Funds. The Adviser will become a wholly-owned
subsidiary of Pilgrim Baxter and will serve as investment sub-adviser of the
corresponding series of the PBHG Funds. After the reorganization, the Adviser
will continue to manage the corresponding series of the PBHG Funds in the same
manner as it currently manages the Fund. A special meeting of shareholders of
the Fund is currently scheduled to be held on May 28, 1998 to consider the
reorganization, and further details will be provided in a proxy statement
which will be sent to all shareholders entitled to vote at the meeting.
The Adviser has voluntarily agreed to reimburse annual Portfolio expenses
including advisory fees (but excluding interest, taxes, and extraordinary
expenses) that exceed 0.60%, 0.90% and 1.00% of average daily net assets for
the SHORT-TERM GOVERNMENT, MASTER FIXED INCOME and ENHANCED EQUITY PORTFOLIOS,
respectively, until the reorganization of the Fund is completed or the
reorganization is abandoned. During the fiscal year ended December 31, 1997,
the ratios of operating expenses to average net assets on an annualized basis
in the SHORT-TERM GOVERNMENT PORTFOLIO, MASTER FIXED INCOME PORTFOLIO, and
ENHANCED EQUITY PORTFOLIO, before expense reimbursements, were 7.80%, 1.09%
and 2.19%, respectively. In calculating Portfolio expenses for purposes of
such reimbursement, any commission reimbursement from broker-dealers will not
be applied. Any such waiver or absorption will have the effect of lowering the
overall expense ratio for a Portfolio and increasing the overall total return
and yield to investors at the time any such amounts were waived and/or
absorbed.
Dennis M. Bein and Harindra de Silva have been the portfolio managers for
the Enhanced Equity Portfolio since November 1996. Mr. Bein has been a member
of the portfolio management and research team for the Adviser since August
1995. From August 1990 to March 1998, he was with Analysis Group, Inc., most
recently as a senior associate. Dr. de Silva is the President of the Fund,
Analytic Optioned Equity Fund and the Adviser, which he joined as a managing
director in May 1995. Previously he served as a principal of Analysis Group,
Inc. from March 1986 through March 1998. They are subject to the supervision
of the Adviser's investment management committee.
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "EXCHANGE SHARES":
Should your investment goals change, you may exchange your shares between
the Portfolios in the Fund or for shares of the Analytic Optioned Equity Fund.
If the shareholders of the Fund approve the Fund's pending reorganization with
the PBHG Funds, this exchange privilege with the Analytic Optioned Equity Fund
will terminate.
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "SHARES OF
BENEFICIAL INTEREST":
As of March 31, 1998, Southern Baptist Foundation held of record more than
25% of the outstanding shares of the SHORT-TERM GOVERNMENT PORTFOLIO and may
be considered a controlling person of the Portfolio under the 1940 Act.
6
