<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1998
Securities Act File No. 33-55758
Investment Company Act of 1940 File No. 811-7366
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 9 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 11 /X/
--------------
THE ANALYTIC SERIES FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
700 SOUTH FLOWER STREET, SUITE 2400, LOS ANGELES, CA 90017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER (213) 688-3015
HARINDRA DE SILVA
ANALYTIC OPTIONED EQUITY FUND, INC.
700 SOUTH FLOWER STREET, SUITE 2400
LOS ANGELES, CA 90017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
--------------
COPY TO:
MICHAEL GLAZER
PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 SOUTH FLOWER STREET
LOS ANGELES, CA 90017
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
[_] IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B)
[X] ON MAY 1, 1998 PURSUANT TO PARAGRAPH (B)
[_] 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A) (1)
[_] ON (DATE) PURSUANT TO PARAGRAPH (A) (1)
[_] 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A) (2)
[_] on (date) pursuant to Paragraph (a) (2) of Rule 485.
The Registrant has registered an indefinite number of its shares of beneficial
interest under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The registrant's Rule 24f-2 Notice for its most
recent fiscal year was filed on March 20, 1998.
<PAGE>
THE ANALYTIC SERIES FUND
FORM N-1A CROSS REFERENCE
<TABLE>
<CAPTION>
N-1A ITEM NO. ITEM LOCATION IN REGISTRATION STATEMENT
<C> <S> <C>
1. COVER PAGE COVER PAGE - PROSPECTUS
2. SYNOPSIS FUND EXPENSES; YIELD AND TOTAL RETURN DISCLOSURE
3. CONDENSED FINANCIAL INFORMATION HIGHLIGHTS
4. GENERAL DESCRIPTION OF REGISTRANT INVESTMENT OBJECTIVE AND POLICIES; INVESTMENT RISKS
5. MANAGEMENT OF THE FUND MANAGEMENT OF THE FUND
6. CAPITAL STOCK AND OTHER SECURITIES GENERAL INFORMATION; DIVIDENDS, CAPITAL GAINS
AND TAXES; SHAREHOLDER GUIDE
7. PURCHASE OF SECURITIES BEING OFFERED HIGHLIGHTS; SHAREHOLDER GUIDE - PURCHASING
SHARES; SHAREHOLDER GUIDE - EXCHANGING SHARES
8. REDEMPTION OR REPURCHASE HIGHLIGHTS; SHAREHOLDER GUIDE - REDEEMING SHARES; SHAREHOLDER GUIDE -
EXCHANGING SHARES
9. LEGAL PROCEEDINGS NOT APPLICABLE
</TABLE>
PART B: INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
N-1A ITEM NO. ITEM LOCATION IN REGISTRATION STATEMENT
<C> <S> <C>
10. COVER PAGE COVER PAGE - STATEMENT OF ADDITIONAL INFORMATION
11. TABLE OF CONTENTS TABLE OF CONTENTS
12. GENERAL INFORMATION AND HISTORY NOT APPLICABLE
13. INVESTMENT OBJECTIVES AND POLICIES INVESTMENT OBJECTIVE AND POLICIES;
INVESTMENT LIMITATIONS
14. MANAGEMENT OF REGISTRANT MANAGEMENT OF THE FUND
15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF MANAGEMENT OF THE FUND; PRINCIPAL SHAREHOLDERS
SECURITIES
16. INVESTMENT ADVISORY AND OTHER SERVICES INVESTMENT ADVISORY AND OTHER SERVICES
17. BROKERAGE ALLOCATION AND OTHER PRACTICES PORTFOLIO TRANSACTIONS
18. CAPITAL STOCK AND OTHER SECURITIES NOT APPLICABLE (SEE PROSPECTUS)
19. PURCHASE, REDEMPTION, AND PRICING OF PORTFOLIO TRANSACTIONS - PORTFOLIO
SECURITIES BEING OFFERED VALUATION; PURCHASE OF SHARES; REDEMPTION OF SHARES
20. TAX STATUS TAXATION; INVESTMENT OBJECTIVE AND POLICIES - TAXES
21. UNDERWRITERS NOT APPLICABLE
22. CALCULATION OF PERFORMANCE DATA YIELD, TOTAL RETURN, AND OTHER PERFORMANCE STATISTICS
23. FINANCIAL STATEMENTS FINANCIAL STATEMENTS
</TABLE>
PART C
- ------
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<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 these Portfolios under the 1940 Act.
6
<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 STATEMENT OF ADDITIONAL INFORMATION DATED OCTOBER 20, 1997
The Statement of Additional Information is hereby amended as follows:
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "MANAGEMENT OF THE
FUND":
Officers and Trustees of the Fund who are affiliates of the Adviser receive
no fee or salary from the Fund. Each Trustee who is not an affiliate of the
Adviser receives an annual fee of $2,000 plus $1,000 per meeting attended and
reimbursement for expenses. For the fiscal year ended December 31, 1997, total
compensation received by the Trustees who are not affiliates of the Adviser is
as follows:
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
PENSION/RETIREMENT FROM ANALYTIC
BENEFITS OPTIONED EQUITY
AGGREGATE ACCRUED AS PART ESTIMATED FUND AND THE
COMPENSATION OF FUND ANNUAL BENEFITS ANALYTIC SERIES
NAME FROM THE FUND EXPENSES FROM RETIREMENT FUND
---- ------------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Michael D. Butler....... $6,000 None None $12,000
Robertson Whittemore.... $6,000 None None $12,000
</TABLE>
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "INVESTMENT
ADVISORY AND OTHER SERVICES, THE INVESTMENT ADVISER":
Analytic . TSA Global Asset Management, Inc. (the "Adviser") is the
investment adviser of the Fund pursuant to an Investment Management Agreement
between the Fund and the Adviser, dated November 30, 1992 (the "Management
Agreement"). The Management Agreement was last approved by the Board of
Trustees, including the unanimous vote of the Fund's Trustees who are not
parties to the agreement or "interested persons" of the Fund, on February 26,
1998, at a meeting called for the purpose of voting on such approval.
The Adviser is a wholly owned subsidiary of United Asset Management
Corporation ("UAMC"). UAMC was organized in 1980 by its Chief Executive
Officer, Norton H. Reamer, for the purpose of acquiring firms engaged in the
institutional investment management business. UAMC has indicated that on or
about May 28, 1998, the Adviser will become a subsidiary of Pilgrim Baxter &
Associates, Ltd. ("Pilgrim Baxter"), a wholly-owned subsidiary of UAMC.
The officers and directors of the Adviser are:
Roger G. Clarke Chairman of the Board
Gregory M. McMurran Chief Investment Officer
Robert Bannon Managing Director
Harindra de Silva President
Marie Nastasi Arlt Chief Operating Officer, Treasurer and Secretary
<PAGE>
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "THE INVESTMENT
MANAGEMENT AGREEMENT":
As compensation for furnishing investment advisory, management and other
services, and expenses assumed, pursuant to the Investment Management
Agreement, the Short-Term Government, Master Fixed Income, and Enhanced Equity
Portfolios pay the Adviser an annual fee equal to 0.30%, 0.45% and 0.60% of
average daily net assets, respectively. For the years ended December 31, 1997
and 1996, the Adviser voluntarily agreed to reimburse expenses that exceeded
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.
After such reimbursements, the Short-Term Government Portfolio paid $0.00 and
$36,314, the Master Fixed Income Portfolio paid $65,462 and $70,152, and the
Enhanced Equity Portfolio paid $0.00 and $3,860 in advisory fees.
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "BROKERAGE":
During the fiscal years ended December 31, 1997 and 1996, aggregate
commissions paid were $0 by the Short-Term Government Portfolio, $43,983 and
$27,017 by the Master Fixed Income Portfolio, and $16,005 and $24,710 by the
Enhanced Equity Portfolio. During the fiscal year ended December 31, 1997,
none of the Fund's commissions were allocated to brokers who also provided
research services to the Adviser.
The "PRINCIPAL SHAREHOLDERS" section of the statement of additional
information is replaced in its entirety by the following:
The following tables show, as of March 31, 1998, the beneficial ownership of
each Portfolio's shares of beneficial interests by all officers and Trustees
of the Fund (as a group) and the record ownership of shares by each person
known to the Fund to be a record owner of more than 5% of the issued and
outstanding shares of beneficial interests of a Portfolio. Except for shares
held by officers and Trustees, the Fund has no information regarding
beneficial ownership of such shares.
<PAGE>
SHORT-TERM GOVERNMENT PORTFOLIO (TOTAL SHARES OUTSTANDING 344,426)
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
---------------- ---------------- ----------
<S> <C> <C>
Analytic . TSA Global Asset Management, Inc....... 206,571 59.9%
FBO Southern Baptist Foundation
700 South Flower Street
Suite 2400
Los Angeles, CA 90017
Analytic . TSA Global Asset Management, Inc. ..... 54,488 15.8%
FBO Prison Law Office
700 South Flower Street
Suite 2400
Los Angeles, CA 90017
Analytic . TSA Global Asset Management, Inc. ..... 23,019 6.6%
FBO Mountain Grove Cemetery Association
700 South Flower Street
Suite 2400
Los Angeles, CA 90017
</TABLE>
All Officers and Trustees of the Fund as a group owned less than 1% of the
Fund's outstanding shares as of March 31, 1998.
MASTER FIXED INCOME PORTFOLIO (TOTAL SHARES OUTSTANDING 481,905)
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
---------------- ---------------- ----------
<S> <C> <C>
Analytic . TSA Global Asset Management, Inc. ...... 60,546 12.5%
FBO Mountain Grove Cemetery Association
700 South Flower Street
Suite 2400
Los Angeles, CA 90017
Tucker Anthony, Inc. .............................. 58,035 12.0%
VMEP NHC Pension
4 Landmark Square
Stamford, CT 06901
R. Borzilleir...................................... 56,713 11.7%
VMEP Blodgett
4 Landmark Square
Stamford, CT 06901
Greg McMurran...................................... 28,995 6.0%
2116 North Westwood Avenue
Santa Ana, CA 92706
Tucker Anthony, Inc. .............................. 24,451 5.0%
VMEP
4 Landmark Square
Stamford, CT 06901
All Officers and Trustees of the Fund as a group
owned 3.2% of the fund's outstanding shares as of
March 31, 1998.................................... 15,834 3.2%
</TABLE>
<PAGE>
ENHANCED EQUITY PORTFOLIO (TOTAL SHARES OUTSTANDING 657,654)
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
---------------- ---------------- ----------
<S> <C> <C>
Charles Schwab & Co., Inc. ....................... 147,485 22.4%
Special Custody Account FBO Customers
101 Montgomery Street
San Francisco, CA 94104
Analytic . TSA Global Asset Management, Inc. ..... 141,012 21.4%
FBO Prison Law Office
700 South Flower Street
Suite 2400
Los Angeles, CA 90017
Analytic . TSA Global Asset Management, Inc. ..... 127,686 19.4%
FBO Mountain Grove Cemetery Association
700 South Flower Street
Suite 2400
Los Angeles, CA 90017
National Financial Services Corp. ................ 36,211 5.5%
FBO Exclusive Benefit of our Customers
200 Liberty Street
Attn Mutual Funds
New York, NY 10281
</TABLE>
All Officers and Trustees of the Fund as a group owned less than 1% of the
Fund's outstanding shares as of March 31, 1998.
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "TAXATION":
To qualify as a regulated investment company, a Portfolio no longer needs to
derive in each taxable year less than 30% of its gross income from the sale or
other disposition of certain assets held less than three months.
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION CALLED "YIELD, TOTAL
RETURN, AND OTHER PERFORMANCE STATISTICS".
The total returns for each Portfolio for the various periods have been:
<TABLE>
<CAPTION>
SHORT TERM MASTER FIXED INCOME ENHANCED EQUITY
GOVERNMENT PORTFOLIO PORTFOLIO PORTFOLIO
--------------------- ------------------- ---------------
<S> <C> <C> <C>
1 year 1/1/97-12/31/97.. 5.54% 10.04% 29.86%
Since public inception
7/1/93-12/31/97........ 26.03% 39.50% 124.08%
</TABLE>
The 30-day yield for the Short-Term Government and Master Fixed Income
Portfolios at December 31, 1997 is 5.47% and 6.36%, respectively.
<PAGE>
THE "FINANCIAL STATEMENTS" SECTION OF THE STATEMENT OF ADDITIONAL
INFORMATION IS REPLACED IN ITS ENTIRETY BY THE FOLLOWING:
The financial statements in the Fund's 1997 Annual Report to Shareholders
are incorporated by reference into this Statement of Additional Information.
Such financial statements have been audited by the Fund's independent
auditors, Deloitte & Touche LLP, whose report thereon also appears in such
Annual Report and is incorporated herein by reference. Such financial
statements have been incorporated hereby in reliance upon such reports given
upon their authority as experts in accounting and auditing. Copies of the
Fund's Annual Report to Shareholders may be obtained at no charge by
telephoning the Fund at the number on the front page of this Statement of
Additional Information.
<PAGE>
PART C
OTHER INFORMATION
Item 24: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
(1) The following information is included in Part A - Prospectus:
Financial Highlights
(2) The following audited information is included in Part B -
Statement of Additional Information:
Registrant's Statement of Assets and Liabilities including
Schedules of Portfolio Investments, Statement of Changes in Net
Assets, Statement of Operations, related notes, and Independent
Auditors' Report, are included as part of Registrant's Annual
Report to Shareholders for the period ended December 31, 1997, and
are incorporated by reference in Part B.
(b) Exhibits
1.1 Certificate of Trust of Registrant - filed as Exhibit 1.1 to
the Form N-1A Registration Statement of registrant on
December 15, 1992 (the "Registration Statement") and
incorporated herein by reference.
1.2 Amendment to Certificate of Trust of Registrant - filed as
Exhibit 1.2 to Pre-Effective Amendment No. 1 to Form N-1A
Registration Statement of the registrant on April 23, 1993
("Pre-Effective Amendment No. 1) and incorporated herein by
reference.
1.3 Amended and Restated Declaration of trust of Registrant -
filed as Exhibit 1.3 to Pre-Effective Amendment No. 1 and
incorporated herein by reference.
1.4 Amendment of Amended and Restated Declaration of Trust of
Registrant - filed as Exhibit 1.4 to Pre-Effective
Amendment No. 6 and incorporated herein by reference.
2 Bylaws of Registrant -- filed as Exhibit 2 to the
Registration Statement and incorporated herein by reference.
3 None.
4 None
5 Investment Management Agreement between Registrant and
Analytic Investment Management, Inc. dated November 30, 1992
- filed as Exhibit 5 to the Registration Statement and
incorporated herein by reference.
5.1 Amendment to Investment Management Agreement between
Registrant and Analytic Investment Management, Inc. dated
March 18, 1993 - filed as Exhibit 5.1 to Pre-Effective
Amendment No. 1 and incorporated herein by reference.
6 Distribution Agreement between Registrant and UAM Fund
Distributors, Inc. dated May 1, 1997 -- filed as Exhibit 6
to Registrant's Form N-1A Registration Statement on August
21, 1997 and incorporated herein by reference.
7 None.
8.1 Custodian Agreement between Registrant and The Chase
<PAGE>
Manhattan Bank dated September 8, 1997 -- filed as Exhibit 8
to Registrant's Form N-1A Registration Statement on October
20, 1997 and incorporated herein by reference;
8.2 Amendment to Custodian Agreement between Registrant and The
Chase Manhattan Bank dated February 26, 1998.
8.3 Letter Agreement between the Registrant and Analytic-TSA
Global Asset Management, Inc. dated February 26, 1998.
9.1 Fund Administration Agreement between Registrant and UAM Fund
Services, Inc. dated May 16, 1997 -- filed as Exhibit 9.1 to
Registrant's Form N-1A Registration Statement on August 21,
1997 and incorporated herein by reference.
9.2 Mutual Funds Service Agreement between UAM Fund Services,
Inc. and Chase Global Funds Services Company dated May 16,
1997 -- filed as Exhibit 9.2 to Registrant's Form N-1A
Registration Statement on August 21, 1997 and incorporated
herein by reference.
9.3 Agreement and Plan of Reorganization with PBHG Advisor Funds
Inc., -- filed as Exhibit A to PBHG Advisor Funds Inc. Form
N-14 filed April 8, 1998 and incorporated herein by
reference.
10 Opinion and Consent of Counsel - included as part of
Registrant's Form 24f-2 Notice filed February 27, 1997 and
incorporated herein by reference.
11 Consent of Deloitte & Touche LLP.
12 None.
13 Investment Representations of Initial Investor filed as
Exhibit 13 to Pre-Effective Amendment No. 1 to the Form N-1A
Registration Statement of Registrant on February 15, 1994,
and incorporated herein by reference.
14 Analytic Individual Retirement Account and Disclosure
Statement -- filed as Exhibit 14 to Post Effective Amendment
No. 1 to the Form N-1A Registration Statement of Registrant
on February 15, 1994, and incorporated herein by reference..
15 None.
16 Schedule of Computation of Performance Quotations in
Registration Statement -- filed as Exhibit 16 to Post
Effective Amendment No. 2 to the Registrant's Form N-1A
Registration Statement on April 29, 1994 and incorporated
herein by reference.
17 Financial Data Schedule.
18 None
19 Power of Attorney - filed as Exhibit 19 to Post Effective
Amendment No. 28 to the registrant's Form N-1A Registration
Statement on October 20, 1997 and incorporated herein by
reference.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
By reason of its common Board of Directors and investment adviser, The
Analytic Optioned Equity fund, Inc., a California corporation which is
registered as a diversified, open-end management investment company under the
1940 Act, may be deemed to be under common control with the Registrant.
Item 26: NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
Portfolio Title of Class Number of Record Holders as of March 31, 1998
<S> <C> <C>
Short-Term Government Shares of Beneficial Interest 57
Master Fixed Income Shares of Beneficial Interest 75
Enhanced Equity Shares of Beneficial Interest 129
</TABLE>
<PAGE>
Item 27: INDEMNIFICATION
Section 5.2 of registrant's Declaration of Trust provides indemnification of
Registration's trustees and officers against liabilities incurred by them in
connection with the defense or liabilities incurred by them in connection with
the defense or disposition of any action or proceeding in which they may be
involved or with which they may be threatened, while in office or thereafter, by
reason of being or having been in such office, except with respect to matters as
to which it has been determined that they acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of their office ("Disabling Conduct").
Section 7 of registrant's Investment Management Agreement limits the
liability of Registrant's Adviser in connection with performing its obligations
under the Agreements, except with respect to matters involving its Disabling
Conduct.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
During the two years ended December 31, 1997, Analytic-TSA Global Asset
Management, Inc. has engaged only in the business of acting as investment
adviser to fiduciaries and other long-term investors. It also acts as sub-
adviser to The Analytic Series Fund, an open-end, diversified registered
investment company. During such period, the other substantial business,
professions, vocations or employments of the directors and officers of Analytic-
TSA Global Asset Management, Inc. have been as follows:
<TABLE>
<CAPTION>
Name Office Other Employment
- ---- ------ ----------------
<S> <C> <C>
Roger G. Clarke Chairman of the Board of Directors President of Analytic-TSA Investors
(wholly owned subsidiary of Adviser)
and Director of Investment Securities
of the Church of Jesus Christ of
Latter Day Saints, since January
1996. Formerly, Managing Director,
President, Chief Executive Officer
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Office Other Employment
- ---- ------ ----------------
<S> <C> <C>
and Chief Investment of TSA Capital
Management.
Gregory M. McMurran Chief Investment Officer Treasurer of Analytic Optioned Equity
Fund and The Analytic Series Fund.
Harindra de Silva President President of Analytic Optioned Equity
Fund and The Analytic Series Fund.
Formerly, President of AG Risk
Management and Principal of Analysis
Group.
Robert J. Bannon Managing Director Portfolio Manager of Analytic-TSA
Investors (wholly owned subsidiary of
Adviser) since March, 1996.
Formerly, Senior Vice President and
Senior Investment Strategist of TSA
Capital Management.
Marie Nastasi Arlt Chief Operating Officer, Senior Vice President and Secretary of
Treasurer and Secretary Analytic Optioned Equity Fund and The
Analytic Series Fund. Secretary, Treasurer,
Principal and Vice President of
Analytic-TSA Investors (wholly owned
subsidiary of Adviser). Executive
Vice President, Managing Director,
Principal, Treasurer and Secretary of
TSA Capital Management.
</TABLE>
The business address of such persons is 700 South Flower Street, Suite 2400, Los
Angeles, CA 90017.
Item 29. PRINCIPAL UNDERWRITERS
(a) UAM Fund Distributors, Inc. (the "Distributor"), the firm which
acts as sole distributor of the Registrant's shares, also acts as
distributor for UAM Funds Trust, UAM Funds, Inc. and The Analytic
Optioned Equity Fund, Inc.
(b) The information required with respect to each Trustee and officer
of the Distributor is incorporated by reference to
<PAGE>
Schedule A of Form BD filed by the Distributor pursuant to the
Securities and Exchange Act of 1934 (SEC File No. 8-41126).
(c) Not applicable.
Item 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder will be maintained at the offices of the Registrant and its
investment adviser (700 South Flower Street, Suite 2400, Los Angeles, CA 90017),
the Registrant's sub-transfer agent, sub-dividend disbursing agent and sub-
shareholder servicing agent (Chase Global Funds Services Company, 73 Tremont
Street, Boston, MA 02108) and the Registrant's custodian bank (The Chase
Manhattan Bank, 4 Chase MetroTech Center, Brooklyn, NY 11245).
Item 31. Not applicable.
Item 32. UNDERTAKINGS
Registrant hereby undertakes that if it is requested by the ho9lders of
at least 10% of its outstanding shares to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee, it will do so and
will assist in communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940.
In addition, Registrant hereby undertakes to furnish each person to
whom a prospectus delivered with a copy of the Registrant's latest annual report
to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, and State of California,
on the 28th day of April, 1998.
THE ANALYTIC SERIES FUND.
(Registrant)
By /s/ Michael F. Koehn*
-----------------------------
Michael F. Koehn, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
NAME TITLE DATE
/s/ Harindra de Silva
<PAGE>
NAME TITLE DATE
- --------------------------
Harindra de Silva President April 28, 1998
/s/ Gregory M. McMurran
- --------------------------
Gregory M. McMurran Treasurer (Chief Financial April 28, 1998
Officer)
/s/ Michael F. Koehn
- --------------------------
Michael F. Koehn* Chairman of the Board of April 28, 1998
Trustee
/s/ Michael D. Butler
- --------------------------
Michael D. Butler* Trustee April 28, 1998
/s/ Robertson Whittemore
- --------------------------
Robertson Whittemore* Trustee April 28, 1998
*By /s/ Marie Nastasi Arlt
----------------------
Marie Nastasi Arlt
Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
8.2 Amendment to Custodian Agreement
8.3 Letter Agreement
11 Consent of Independent Accountants
27 Financial Data Schedule
<PAGE>
Exhibit 8.2
Amendment to Global Custody Agreement
AMENDMENT, dated February 26, 1998 to the September 8, 1997 custody
agreement ("Agreement"), between The Analytic Series Fund ("Customer"), having a
place of business at 700 South Flower Street, Los Angeles, CA 90017 and The
Chase Manhattan Bank ("Bank"), having a place of business at 270 Park Ave., New
York, N.Y. 10017-2070.
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is confirmed in all
respects. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.
Section 2. The Agreement is amended by deleting the investment company
rider thereto and inserting, in lieu thereof, the following investment company
rider:
"A. Add a new Section 15 to the Agreement as follows:
15. Compliance with SEC rule 17f-5.
------------------------------
(a) Customer's board of directors (or equivalent body)
(hereinafter "Board") hereby delegates to Bank, and, except as to the
country or countries as to which Bank may, from time to time, advise
Customer that it does not accept such delegation, Bank hereby accepts the
delegation to it, of the obligation to perform as Customer's "Foreign
Custody Manager" (as the term is defined in SEC rule 17f-5(a)(2), both for
the purpose of selecting Eligible Foreign Custodians (as that term is
defined in SEC rule 17f-5(a)(1), and as the same may be amended from time
to time, or that have otherwise been made exempt pursuant to an SEC
exemptive order) to hold Assets and of evaluating the contractual
arrangements with such Eligible Foreign Custodians (as set forth in SEC
rule 17f-5(c)(2)); provided that, the term Eligible Foreign Custodian shall
not include any "Compulsory Depository." For each Compulsory Depository
used or intended to be used by Customer of which Bank is advised, Bank
shall provide Customer from time to time with information addressing the
factors set forth in SEC Rule 17f-5(c)(1) to the extent reasonably
available to Bank, together with Bank's analysis of the same (as an example
of which is set forth in Appendix 1 hereto) to assist Customer in
determining the appropriateness of
<PAGE>
placing Assets therein. A Compulsory Depository shall mean a securities
depository or clearing agency the use of which is compulsory because: (1)
its use is required by law or regulation, (2) securities cannot be
withdrawn from the depository, or (3) maintaining securities outside the
depository is not consistent with prevailing custodial practices in the
country which the depository serves. Compulsory Depositories used by Chase
as of the date hereof are set forth in Appendix 1-A hereto, and as the same
may be amended on notice to Customer from time to time.
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer's Board of
the placement of Assets with particular Eligible Foreign Custodians
and of any material change in the arrangements with such Eligible
Foreign Custodians, with such reports to be provided to Customer's
Board at such times as the Board deems reasonable and appropriate
based on the circumstances of Customer's foreign custody (and until
further notice from Customer such reports shall be provided not less
than quarterly with respect to the placement of Assets with particular
Eligible Foreign Custodians and with reasonable promptness, but not
less than quarterly, upon the occurrence of any material change in the
contracts, arrangements, procedures or practices with such Eligible
Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer's Foreign Custody Manager as a person having
responsibility for the safekeeping of Assets would exercise.
(iii) in selecting an Eligible Foreign Custodian, first have
determined that Assets placed and maintained in the safekeeping of
such Eligible Foreign Custodian shall be subject to reasonable care,
based on the standards applicable to custodians in the relevant
market, after having considered all factors relevant to the
safekeeping of such Assets, including, without limitation, those
factors set forth in SEC rule 17f-5(c)(1)(i)-(iv).
(iv) determine that the written contract with the Eligible
Foreign Custodian (or, in the case
<PAGE>
of an Eligible Foreign Custodian that is a securities depository or
clearing agency, such contract, the rules or established practice or
procedures of the depository, or any combination of the foregoing)
requires that the Eligible Foreign Custodian will provide reasonable
care for Assets based on the standards applicable to custodians in the
relevant market. In making this determination, Bank shall consider the
provisions of Rule 17f-5(c)(2), together with whether Bank shall be
liable to Customer for any loss which shall occur as the result of the
failure of the Eligible Foreign Custodian to exercise reasonable care
with respect to the safekeeping of such Assets to the same extent that
Bank would be liable to Customer if Bank were holding such Assets in
New York; and
(v) have established a system to monitor the continued
appropriateness of maintaining Assets with particular Eligible Foreign
Custodians and of the governing contractual arrangements; it being
understood, however, that in that event that Bank shall have
determined that the existing Eligible Foreign Custodian in a given
country would no longer afford Assets reasonable care and that no
other Eligible Foreign Custodian in that country would afford
reasonable care, Bank shall promptly so advise Customer and shall then
act in accordance with the Instructions of Customer with respect to
the disposition of the affected Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain
Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a
written contract deemed appropriate by Bank.
(c) Except as expressly provided herein, Customer shall be
solely responsible to assure that the maintenance of Assets hereunder
complies with the rules, regulation, interpretations and exemptive orders
promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as
defined in Rule 17f-5(a)(7). Customer represents to Bank that: (1) the
Assets being placed and maintained in Bank's custody are subject to the
Investment Company Act of 1940, as amended (the "1940 Act"), as the same
may be amended from time to time; (2) its Board: (i)
<PAGE>
has determined that it is reasonable to rely on Bank to perform as
Customer's Foreign Custody Manager (ii) or its Foreign Custody Manager
(other than Bank) shall have determined that Customer may maintain Assets
in each country in which Customer's Assets shall be held hereunder and
determined to accept the risks arising therefrom (including, but not
limited to, a country's financial infrastructure (and including any
Compulsory Depository operating in such country), prevailing custody and
settlement practices, laws applicable to the safekeeping and recovery of
Assets held in custody, and the likelihood of nationalization, currency
controls and the like).
B. Add the following after the first sentence of Section 3 of the
Agreement:
At the request of Customer, Bank may, but need not, add to Schedule A
an Eligible Foreign Custodian that is either a bank or a non-Compulsory
Depository where Bank has not acted as Foreign Custody Manager with respect
to the selection thereof. Bank shall notify Customer in the event that it
elects not to add any such entity.
C. Add the following language to the end of Section 3 of the
Agreement:
(a) a "U.S. Bank," which shall mean a U.S. bank as defined in
SEC rule 17f-5(a)(7); and
(b) an "Eligible Foreign Custodian," which shall mean (i) a
banking institution or trust company, incorporated or organized under the
laws of a country other than the United States, that is regulated as such
by that country's government or an agency thereof, (ii) a majority-owned
direct or indirect subsidiary of a U.S. bank or bank holding company which
subsidiary is incorporated or organized under the laws of a country other
than the United States; (iii) a securities depository or clearing agency,
incorporated or organized under the laws of a country other than the United
States, that acts as a system for the central handling of securities or
equivalent book-entries in that country and that is regulated by a foreign
financial regulatory authority as defined under section 2(a)(5) of the 1940
Act, (iv) a securities depository or clearing agency organized under the
laws of a country other than the United States to the extent acting as a
transnational system for the central handling of securities
4
<PAGE>
or equivalent book-entries, and (v) any other entity that shall have been
so qualified by exemptive order, rule or other appropriate action of the
SEC.
For purposes of clarity, it is agreed that as used in Section 12(a)(i), the term
Subcustodian shall include neither any Eligible Foreign Custodian as to which
Bank has not acted as Foreign Custody Manager nor any Compulsory Depository.
D. Insert the following language at the beginning of the second
sentence of Section 4(d): "or, in the case of cash deposits, except for
liens or rights in favor of creditors of the Subcustodian arising under
bankruptcy, insolvency or similar laws."
E. Insert the following language at the beginning of the second
sentence of Section 12(a)(i):
Except with respect to those countries as to which the parties may
from time to time agree in writing otherwise."
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
THE ANALYTIC SERIES FUND
By:
---------------------
Title:
THE CHASE MANHATTAN BANK
By:
---------------------
Title:
5
<PAGE>
Appendix 1-A
Compulsory Depositories
-----------------------
6
<PAGE>
Appendix 1-B
Information Regarding Country Risk
----------------------------------
1. To aid Customer's investment advisers in their determinations
regarding Country Risk, Bank shall furnish Customer annually and upon the
initial placing of Assets into a country the following information (check items
applicable):
A. Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the access afforded
____ Customer's independent public accountants to books and records kept by
an eligible foreign custodian located in that country.
ii. Whether applicable foreign law would restrict the Customer's ability
____ to recover its assets in the event of the bankruptcy of an Eligible
Foreign Custodian located in that country.
iii. Whether applicable foreign law would restrict the Customer's ability
____ to recover assets that are lost while under the control of an Eligible
foreign Custodian located in the country.
B. Written information concerning:
i. The likelihood of expropriation, nationalization, freezes, or
____ confiscation of Customer's assets.
ii. Whether difficulties in converting Customer's cash and cash
____ equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions,
(iii) foreign exchange, (iv) securities settlement and registration, (v)
taxation, and (vi) compulsory depositories (including depository
evaluation).
2. To aid Customer's investment advisers in monitoring Country Risk, Bank
shall furnish Customer the following additional information:
7
<PAGE>
Market flashes, including with respect to changes in the information in market
reports.
8
<PAGE>
Exhibit 8.3
THE ANALYTIC SERIES FUND
700 South Flower Street, Suite 2400
Los Angeles, CA 90017
February 26, 1998
Marie Nastasi Arlt
Analytic-TSA Global Asset Management, Inc.
700 South Flower Street, Suite 2400
Los Angeles, CA 90017
Dear Marie:
This will confirm our understanding regarding the delegation of certain
matters to you with respect to the maintenance by The Analytic Series Fund (the
"Fund") of certain assets in foreign countries, pursuant to Rule 17f-5 under the
Investment Company Act of 1940, as amended.
In accordance with Rule 17f-5, we have executed an Amendment to our Global
Custody Agreement dated February 26, 1998 (the "Custody Agreement") with The
Chase Manhattan Bank, the custodian for certain assets of the Fund (the
"Custodian"), pursuant to which we have delegated to the Custodian certain
matters relating to maintenance of assets of the Fund in foreign countries with
certain sub-custodians and depositories. However, the Custody Agreement does not
delegate to the Custodian responsibility for evaluation of systemic risks with
respect to each of the foreign countries in which assets of the Fund are
maintained ("Country Risks"), including without limitation the following: (a)
the risks of maintaining assets of the Fund with Compulsory Securities
Depositories (as defined in the Custody Agreement); (b) the risks of a foreign
country's financial infrastructure; (c) a foreign country's prevailing custody
and settlement practices; (d) risks of nationalization, expropriation, or other
governmental actions; (e) regulation of the banking and securities industries;
(f) currency controls, restrictions, devaluation or fluctuation; and (g) market
conditions which may affect the orderly execution of securities transactions or
affect the value of the transactions.
You have agreed, in connection with your duties as investment adviser to
the Fund to accept the responsibility for evaluation such Country Risks on
behalf of the Fund in accordance with Rule 17f-5. Such delegation is subject to
the provisions of your Investment Management Agreement with us.
Please sign this letter agreement below to evidence your acceptance of this
delegation and return it to us in the self-addressed stamped envelope. If you
have any questions or concerns, please do not hesitate to call Gary French, Mike
DeFao or me.
<PAGE>
Sincerely,
Robert R. Flaherty
Assistant Treasurer
AGREED:
ANALYTIC-TSA GLOBAL
ASSET MANAGEMENT, INC.
By:
-----------------------
Name:
Title:
<PAGE>
EXHIBIT 11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 9 to the Registration Statement on Form N-1A of The Analytic Series Fund
(comprising of the Short-Term Government, Master Fixed Income, and Enhanced
Equity Portfolios) (File No. 33-55758) of our report dated February 6, 1998
appearing in the annual report to shareholders for the year ended December 31,
1997 of The Analytic Series Fund (comprising of the Short-Term Government,
Master Fixed Income, and Enhanced Equity Portfolios), and to the references to
us under the headings "Financial Highlights" in the Amendment, dated May 1,
1998, to the Prospectus dated October 20, 1997 and "Financial Statements" in the
Amendment, dated May 1, 1998, to the Statement of Additional Information
dated October 20, 1997, all of which are part of this Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 1, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000894386
<NAME> ANALYTIC SERIES FUND
<SERIES>
<NUMBER> 02
<NAME> MASTER FIXED INCOME PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 5,732
<INVESTMENTS-AT-VALUE> 5,747
<RECEIVABLES> 92
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,839
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 127
<TOTAL-LIABILITIES> 127
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,741
<SHARES-COMMON-STOCK> 646
<SHARES-COMMON-PRIOR> 2,816
<ACCUMULATED-NII-CURRENT> 2
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (48)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17
<NET-ASSETS> 5,712
<DIVIDEND-INCOME> 5
<INTEREST-INCOME> 1,522
<OTHER-INCOME> 0
<EXPENSES-NET> (214)
<NET-INVESTMENT-INCOME> 1,313
<REALIZED-GAINS-CURRENT> 936
<APPREC-INCREASE-CURRENT> (66)
<NET-CHANGE-FROM-OPS> 2,183
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,312)
<DISTRIBUTIONS-OF-GAINS> (983)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 727
<NUMBER-OF-SHARES-REDEEMED> (3,026)
<SHARES-REINVESTED> 129
<NET-CHANGE-IN-ASSETS> (23,214)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 106
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 256
<AVERAGE-NET-ASSETS> 23,440
<PER-SHARE-NAV-BEGIN> 10.27
<PER-SHARE-NII> 0.59
<PER-SHARE-GAIN-APPREC> 0.41
<PER-SHARE-DIVIDEND> (2.43)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.84
<EXPENSE-RATIO> 0.90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000894386
<NAME> ANALYTIC SERIES FUND
<SERIES>
<NUMBER> 03
<NAME> ENHANCED EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 6,867
<INVESTMENTS-AT-VALUE> 7,357
<RECEIVABLES> 27
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 30
<TOTAL-ASSETS> 7,414
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 83
<TOTAL-LIABILITIES> 83
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,846
<SHARES-COMMON-STOCK> 534
<SHARES-COMMON-PRIOR> 291
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (12)
<ACCUM-APPREC-OR-DEPREC> 498
<NET-ASSETS> 7,331
<DIVIDEND-INCOME> 92
<INTEREST-INCOME> 17
<OTHER-INCOME> 0
<EXPENSES-NET> (50)
<NET-INVESTMENT-INCOME> 59
<REALIZED-GAINS-CURRENT> 843
<APPREC-INCREASE-CURRENT> 268
<NET-CHANGE-FROM-OPS> 1,170
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (64)
<DISTRIBUTIONS-OF-GAINS> (854)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 411
<NUMBER-OF-SHARES-REDEEMED> (232)
<SHARES-REINVESTED> 65
<NET-CHANGE-IN-ASSETS> 3,812
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 30
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 111
<AVERAGE-NET-ASSETS> 5,055
<PER-SHARE-NAV-BEGIN> 12.09
<PER-SHARE-NII> 0.15
<PER-SHARE-GAIN-APPREC> 3.45
<PER-SHARE-DIVIDEND> (1.97)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.72
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000894386
<NAME> ANALYTIC SERIES FUND
<SERIES>
<NUMBER> 01
<NAME> SHORT-TERM GOVERNMENT PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 3,088
<INVESTMENTS-AT-VALUE> 3,083
<RECEIVABLES> 230
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,313
<PAYABLE-FOR-SECURITIES> 308
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27
<TOTAL-LIABILITIES> 335
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,780
<SHARES-COMMON-STOCK> 304
<SHARES-COMMON-PRIOR> 102
<ACCUMULATED-NII-CURRENT> 1
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (798)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (5)
<NET-ASSETS> 2,978
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 57
<OTHER-INCOME> 0
<EXPENSES-NET> (6)
<NET-INVESTMENT-INCOME> 51
<REALIZED-GAINS-CURRENT> (4)
<APPREC-INCREASE-CURRENT> 3
<NET-CHANGE-FROM-OPS> 50
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (52)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 385
<NUMBER-OF-SHARES-REDEEMED> (189)
<SHARES-REINVESTED> 5
<NET-CHANGE-IN-ASSETS> 1,971
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (794)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 72
<AVERAGE-NET-ASSETS> 930
<PER-SHARE-NAV-BEGIN> 9.83
<PER-SHARE-NII> 0.55
<PER-SHARE-GAIN-APPREC> (0.02)
<PER-SHARE-DIVIDEND> (0.55)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.81
<EXPENSE-RATIO> 7.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
