[LOGO]
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective September 8, 1997, and is between THE CHASE
MANHATTAN BANK ("Bank") and The Analytic Series Fund ("Customer").
It is hereby agreed as follows:
1. CUSTOMER ACCOUNTS.
Bank shall establish and maintain the following accounts ("Accounts"):
(a) A custody account in the name of Customer ("Custody Account") for
any and all stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money, bullion, coin and any certificates,
receipts, warrants or other instruments representing rights to receive,
purchase or subscribe for the same or evidencing or representing any other
rights or interests therein and other similar property whether certificated
or uncertificated as may be received by Bank or its Subcustodian (as defined
in Section 3) for the account of Customer ("Securities"); and
(b) A deposit account in the name of Customer ("Deposit Account") for any
and all cash in any currency received by Bank or its Subcustodian for the
account of Customer, which cash shall not be subject to withdrawal by draft or
check.
Customer warrants its authority to: 1) deposit the cash and Securities
("Assets") received in the Accounts and 2) give Instructions (as defined in
Section 11) concerning the Accounts. Bank may deliver securities of the same
class in place of those deposited in the Custody Account.
Upon written agreement between Bank and Customer, additional Accounts may
be established and separately accounted for as additional Accounts hereunder.
2. MAINTENANCE OF SECURITIES AND CASH AT BANK AND SUBCUSTODIAN LOCATIONS.
Unless Instructions specifically require another location acceptable to
Bank:
(a) Securities shall be held in the country or other jurisdiction in which
the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) Cash shall be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or
non-interest bearing accounts as may be available for the particular
currency. To the extent Instructions are issued and Bank can comply with
such Instructions, Bank is authorized to maintain cash balances on deposit
for Customer with itself or one of its "Affiliates" at such reasonable rates
of interest as may from time to time be paid on such accounts, or in
non-interest bearing accounts as Customer may direct, if acceptable to Bank.
For purposes hereof, the term "Affiliate" shall mean an entity controlling,
controlled by, or under common control with, Bank.
If Customer wishes to have any of its Assets held in the custody of an
institution other than the established Subcustodians as defined in Section 3
(or their securities depositories), such arrangement must be authorized by a
written agreement, signed by Bank and Customer.
3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Bank may act hereunder through the subcustodians listed in Schedule A
hereof with which Bank has entered into subcustodial agreements
("Subcustodians"). Customer authorizes Bank to hold Assets in the Accounts
in accounts which Bank has established with one or more of its branches or
Subcustodians. Bank and Subcustodians are authorized to hold any of the
Securities in their account with any securities depository in which they
participate.
Bank reserves the right to add new, replace or remove Subcustodians.
Customer shall be given reasonable notice by Bank of any amendment to Schedule
A. Upon request by Customer, Bank shall identify the name, address and
principal place of business of any Subcustodian of Customer's Assets and the
name and address of the governmental agency or other regulatory authority that
supervises or regulates such Subcustodian.
4. USE OF SUBCUSTODIAN.
(a) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging
to other customers of Bank in accounts identified on such Subcustodian's books
as custody accounts for the exclusive benefit of customers of Bank.
(c) Any Assets in the Accounts held by a Subcustodian shall be subject
only to the instructions of Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian shall be subject only to
the instructions of such Subcustodian.
(d) Any agreement Bank enters into with a Subcustodian for holding Bank's
customers' assets shall provide that such assets shall not be subject to any
right, charge, security interest, lien or claim of any kind in favor of such
Subcustodian except for safe custody or administration, and that the beneficial
ownership of such assets shall be freely transferable without the payment of
money or value other than for safe custody or administration. Where Securities
are deposited by a Subcustodian with a securities depository, Bank shall cause
the Subcustodian to identify on its books as belonging to Bank, as agent, the
Securities shown on the Subcustodian's account on the books of such securities
depository. The foregoing shall not apply to the extent of any special
agreement or arrangement made by Customer with any particular Subcustodian.
5. DEPOSIT ACCOUNT TRANSACTIONS.
(a) Bank or its Subcustodians shall make payments from the Deposit
Account upon receipt of Instructions which include all information required
by Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, Bank, in its discretion,
may advance Customer such excess amount which shall be deemed a loan payable
on demand, bearing interest at the rate customarily charged by Bank on
similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at any
time prior to actual collection and reconciliation to the Deposit Account,
with interest, dividends, redemptions or any other amount due, Customer shall
promptly return any such amount upon oral or written notification: (i) that
such amount has not been received in the ordinary course of business or (ii)
that such amount was incorrectly credited. If Customer does not promptly
return any amount upon such notification, Bank shall be entitled, upon oral
or written notification to Customer, to reverse such credit by debiting the
Deposit Account for the amount previously credited. Bank or its Subcustodian
shall have no duty or obligation to institute legal proceedings, file a claim
or a proof of claim in any insolvency proceeding or take any other action
with respect to the collection of such amount, but may act for Customer upon
Instructions after consultation with Customer.
6. CUSTODY ACCOUNT TRANSACTIONS.
(a) Securities shall be transferred, exchanged or delivered by Bank or
its Subcustodian upon receipt by Bank of Instructions which include all
information required by Bank. Settlement and payment for Securities received
for, and delivery of Securities out of, the Custody Account may be made in
accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which
the transaction occurs, including, without limitation, delivery of Securities
to a purchaser, dealer or their agents against a receipt with the expectation
of receiving later payment and free delivery. Delivery of Securities out of
the Custody Account may also be made in any manner specifically required by
Instructions acceptable to Bank.
(b) Bank, in its discretion, may credit or debit the Accounts on a
contractual settlement date with cash or Securities with respect to any sale,
exchange or purchase of Securities. Otherwise, such transactions shall be
credited or debited to the Accounts on the date cash or Securities are
actually received by Bank and reconciled to the Account.
(i) Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a reasonable
period, determined by Bank in its discretion, after the contractual
settlement date for the related transaction.
(ii) If any Securities delivered pursuant to this Section 6 are
returned by the recipient thereof, Bank may reverse the credits and debits
of the particular transaction at any time.
7. ACTIONS OF BANK.
Bank shall follow Instructions received regarding Assets held in the
Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation, to the extent that Bank or
Subcustodian is actually aware of such opportunities.
(b) Execute in the name of Customer such ownership and other certificates
as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, Affiliates of Bank or any
Subcustodian.
(e) Issue statements to Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
Bank shall send Customer an advice or notification of any transfers of
Assets to or from the Accounts. Such statements, advices or notifications
shall indicate the identity of the entity having custody of the Assets.
Unless Customer sends Bank a written exception or objection to any Bank
statement within sixty (60) days of receipt, Customer shall be deemed to have
approved such statement. In such event, or where Customer has otherwise
approved any such statement, Bank shall, to the extent permitted by law, be
released, relieved and discharged with respect to all matters set forth in
such statement or reasonably implied therefrom as though it had been settled
by the decree of a court of competent jurisdiction in an action where
Customer and all persons having or claiming an interest in Customer or
Customer's Accounts were parties.
All collections of funds or other property paid or distributed in respect
of Securities in the Custody Account shall be made at the risk of Customer.
Bank shall have no liability for any loss occasioned by delay in the actual
receipt of notice by Bank or by its Subcustodians of any payment, redemption or
other transaction regarding Securities in the Custody Account in respect of
which Bank has agreed to take any action hereunder.
8. CORPORATE ACTIONS; PROXIES; TAX RECLAIMS.
(a) CORPORATE ACTIONS. Whenever Bank receives information concerning the
Securities which requires discretionary action by the beneficial owner of the
Securities (other than a proxy), such as subscription rights, bonus issues,
stock repurchase plans and rights offerings, or legal notices or other material
intended to be transmitted to securities holders ("Corporate Actions"), Bank
shall give Customer notice of such Corporate Actions to the extent that Bank's
central corporate actions department has actual knowledge of a Corporate Action
in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, Bank shall endeavor to obtain
Instructions from Customer or its Authorized Person (as defined in Section 10
hereof), but if Instructions are not received in time for Bank to take timely
action, or actual notice of such Corporate Action was received too late to
seek Instructions, Bank is authorized to sell such rights entitlement or
fractional interest and to credit the Deposit Account with the proceeds or
take any other action it deems, in good faith, to be appropriate in which
case it shall be held harmless for any such action.
(b) PROXY VOTING. Bank shall provide proxy voting services, if elected by
Customer, in accordance with the terms of the proxy voting services rider
hereto. Proxy voting services may be provided by Bank or, in whole or in part,
by one or more third parties appointed by Bank (which may be Affiliates of
Bank).
(c) TAX RECLAIMS.
(i) Subject to the provisions hereof, Bank shall apply for
a reduction of withholding tax and any refund of any tax paid or
tax credits which apply in each applicable market in respect of
income payments on Securities for the benefit of Customer which
Bank believes may be available to such Customer.
(ii) The provision of tax reclaim services by Bank is
conditional upon Bank receiving from the beneficial owner of
Securities (A) a declaration of its identity and place of
residence and (B) certain other documentation (pro forma copies
of which are available from Bank). Customer acknowledges that,
if Bank does not receive such declarations, documentation and
information, additional United Kingdom taxation shall be deducted
from all income received in respect of Securities issued outside
the United Kingdom and that U.S. non-resident alien tax or U.S.
backup withholding tax shall be deducted from U.S. source income.
Customer shall provide to Bank such documentation and information
as it may require in connection with taxation, and warrants that,
when given, this information shall be true and correct in every
respect, not misleading in any way, and contain all material
information. Customer undertakes to notify Bank immediately if
any such information requires updating or amendment.
(iii) Bank shall not be liable to Customer or any third
party for any taxes, fines or penalties payable by Bank or
Customer, and shall be indemnified accordingly, whether these
result from the inaccurate completion of documents by Customer or
any third party acting as agent for Customer, or as a result of
the provision to Bank or any third party of inaccurate or
misleading information or the withholding of material information
by Customer or any other third party, or as a result of any delay
of any revenue authority or any other matter beyond the control
of Bank.
(iv) Customer confirms that Bank is authorized to deduct from
any cash received or credited to the Deposit Account any taxes or levies
required by any revenue or governmental authority for whatever reason in
respect of the Securities or Cash Accounts.
(v) Bank shall perform tax reclaim services only with
respect to taxation levied by the revenue authorities of the
countries notified to Customer from time to time and Bank may, by
notification in writing, at its absolute discretion, supplement
or amend the markets in which the tax reclaim services are
offered. Other than as expressly provided in this sub-clause,
Bank shall have no responsibility with regard to Customer's tax
position or status in any jurisdiction.
(vi) Customer confirms that Bank is authorized to disclose any
information requested by any revenue authority or any governmental body
in relation to Customer or the Securities and/or Cash held for Customer.
(vii) Tax reclaim services may be provided by Bank or,
in whole or in part, by one or more third parties appointed by
Bank (which may be Affiliates of Bank); provided that Bank shall
be liable for the performance of any such third party to the same
extent as Bank would have been if it performed such services
itself.
9. NOMINEES.
Securities which are ordinarily held in registered form may be
registered in a nominee name of Bank, Subcustodian or securities
depository, as the case may be. Bank may without notice to Customer
cause any such Securities to cease to be registered in the name of any
such nominee and to be registered in the name of Customer. In the
event that any Securities registered in a nominee name are called for
partial redemption by the issuer, Bank may allot the called portion to
the respective beneficial holders of such class of security in any
manner Bank deems to be fair and equitable. Customer shall hold Bank,
Subcustodians, and their respective nominees harmless from any
liability arising directly or indirectly from their status as a mere
record holder of Securities in the Custody Account.
10. AUTHORIZED PERSONS.
As used herein, the term "Authorized Person" means employees or agents
including investment managers as have been designated by written notice from
Customer or its designated agent to act on behalf of Customer hereunder.
Such persons shall continue to be Authorized Persons until such time as Bank
receives Instructions from Customer or its designated agent that any such
employee or agent is no longer an Authorized Person. [nb]11. INSTRUCTIONS.
11. INSTRUCTIONS.
The term "Instructions" means instructions of any Authorized
Person received by Bank, via telephone, telex, facsimile transmission,
bank wire or other teleprocess or electronic instruction or trade
information system acceptable to Bank which Bank believes in good
faith to have been given by Authorized Persons or which are
transmitted with proper testing or authentication pursuant to terms
and conditions which Bank may specify. Unless otherwise expressly
provided, all Instructions shall continue in full force and effect
until canceled or superseded.
Any Instructions delivered to Bank by telephone shall promptly
thereafter be confirmed in writing by an Authorized Person (which
confirmation may bear the facsimile signature of such Person), but
Customer shall hold Bank harmless for the failure of an Authorized
Person to send such confirmation in writing, the failure of such
confirmation to conform to the telephone instructions received or
Bank's failure to produce such confirmation at any subsequent time.
Bank may electronically record any Instructions given by telephone,
and any other telephone discussions with respect to the Custody
Account. Customer shall be responsible for safeguarding any testkeys,
identification codes or other security devices which Bank shall make
available to Customer or its Authorized Persons.
12. STANDARD OF CARE; LIABILITIES.
(a) Bank shall be responsible for the performance of only such
duties as are set forth herein or expressly contained in Instructions
which are consistent with the provisions hereof as follows:
(i) Bank shall use reasonable care with respect to its
obligations hereunder and the safekeeping of Assets. Bank shall
be liable to Customer for any loss which shall occur as the
result of the failure of a Subcustodian 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. In the event of any loss to Customer by
reason of the failure of Bank or its Subcustodian to utilize
reasonable care, Bank shall be liable to Customer only to the
extent of Customer's direct damages, to be determined based on
the market value of the property which is the subject of the loss
at the date of discovery of such loss and without reference to
any special conditions or circumstances. Bank shall have no
liability whatsoever for any consequential, special, indirect or
speculative loss or damages (including, but not limited to, lost
profits) suffered by Customer in connection with the transactions
contemplated hereby and the relationship established hereby even
if Bank has been advised as to the possibility of the same and
regardless of the form of the action. Bank shall not be
responsible for the insolvency of any Subcustodian which is not a
branch or Affiliate of Bank.
(ii) Bank shall not be responsible for any act, omission,
default or the solvency of any broker or agent which it or a
Subcustodian appoints unless such appointment was made
negligently or in bad faith.
(iii) Bank shall be indemnified by, and without
liability to Customer for any action taken or omitted by Bank
whether pursuant to Instructions or otherwise within the scope
hereof if such act or omission was in good faith, without
negligence. In performing its obligations hereunder, Bank may
rely on the genuineness of any document which it believes in good
faith to have been validly executed.
(iv) Customer shall pay for and hold Bank harmless from any
liability or loss resulting from the imposition or assessment of
any taxes or other governmental charges, and any related expenses
with respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the
advice of counsel (who may be counsel for Customer) on all
matters and shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
(vi) Bank need not maintain any insurance for the benefit of
Customer.
(vii) Without limiting the foregoing, Bank shall not be
liable for any loss which results from: 1) the general risk of
investing, or 2) investing or holding Assets in a particular
country including, but not limited to, losses resulting from
malfunction, interruption of or error in the transmission of
information caused by any machines or system or interruption of
communication facilities, abnormal operating conditions,
nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; currency
restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or
affect the value of Assets.
(viii) Neither party shall be liable to the other for any
loss due to forces beyond their control including, but not
limited to strikes or work stoppages, acts of war (whether
declared or undeclared) or terrorism, insurrection, revolution,
nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of
this Section 12, it is specifically acknowledged that Bank shall have
no duty or responsibility to:
(i) question Instructions or make any suggestions to
Customer or an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Securities;
(iii) advise Customer or an Authorized Person regarding
any default in the payment of principal or income of any security
other than as provided in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or other
party to which Securities are delivered or payments are made
pursuant hereto; and
(v) review or reconcile trade confirmations received from
brokers. Customer or its Authorized Persons issuing Instructions
shall bear any responsibility to review such confirmations
against Instructions issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding
that Bank or any of its divisions or Affiliates may have a material
interest in a transaction, or circumstances are such that Bank may
have a potential conflict of duty or interest including the fact that
Bank or any of its Affiliates may provide brokerage services to
other customers, act as financial advisor to the issuer of Securities, act
as a lender to the issuer of Securities, act in the same transaction
as agent for more than one customer, have a material interest in the
issue of Securities, or earn profits from any of the activities listed
herein.
13. FEES AND EXPENSES.
Customer shall pay Bank for its services hereunder the fees set
forth in Schedule B hereto or such other amounts as may be agreed upon
in writing, together with Bank's reasonable out-of-pocket or
incidental expenses, including, but not limited to, legal fees. Bank
shall have a lien on and is authorized to charge any Accounts of
Customer for any amount owing to Bank under any provision hereof
14. MISCELLANEOUS.
(a) FOREIGN EXCHANGE TRANSACTIONS. To facilitate the
administration of Customer's trading and investment activity, Bank is
authorized to enter into spot or forward foreign exchange contracts
with Customer or an Authorized Person for Customer and may also
provide foreign exchange through its subsidiaries, Affiliates or
Subcustodians. Instructions, including standing instructions, may be
issued with respect to such contracts but Bank may establish rules or
limitations concerning any foreign exchange facility made available.
In all cases where Bank, its subsidiaries, Affiliates or Subcustodians
enter into a foreign exchange contract related to Accounts, the terms
and conditions of the then current foreign exchange contract of Bank,
its subsidiary, Affiliate or Subcustodian and, to the extent not
inconsistent, this Agreement shall apply to such transaction.
(b) CERTIFICATION OF RESIDENCY, ETC. Customer certifies that it
is a resident of the United States and shall notify Bank of any
changes in residency. Bank may rely upon this certification or the
certification of such other facts as may be required to administer
Bank's obligations hereunder. Customer shall indemnify Bank against
all losses, liability, claims or demands arising directly or
indirectly from any such certifications.
(c) ACCESS TO RECORDS. Bank shall allow Customer's independent
public accountant reasonable access to the records of Bank relating to
the Assets as is required in connection with their examination of
books and records pertaining to Customer's affairs. Subject to
restrictions under applicable law, Bank shall also obtain an
undertaking to permit Customer's independent public accountants
reasonable access to the records of any Subcustodian which has
physical possession of any Assets as may be required in connection
with the examination of Customer's books and records.
(d) GOVERNING LAW; SUCCESSORS AND ASSIGNS, CAPTIONS THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and
shall not be assignable by either party, but shall bind the successors
in interest of Customer and Bank. The captions given to the sections
and subsections of this Agreement are for convenience of reference
only and are not to be used to interpret this Agreement.
(e) ENTIRE AGREEMENT; APPLICABLE RIDERS. Customer represents
that the Assets deposited in the Accounts are (Check one):
Employee Benefit Plan or other assets subject to the
----
Employee Retirement Income Security Act of 1974, as amended
("ERISA");
X Investment Company assets subject to certain U.S.
----
Securities and Exchange Commission rules
and regulations;
Neither of the above.
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This Agreement consists exclusively of this document together
with Schedules A and B, Exhibits I - _______ and the following
Rider(s) [Check applicable rider(s)]:
ERISA
----
X INVESTMENT COMPANY
----
X PROXY VOTING
----
X SPECIAL TERMS AND CONDITIONS
----
There are no other provisions hereof and this Agreement
supersedes any other agreements, whether written or oral, between the
parties. Any amendment hereto must be in writing, executed by both
parties.
(f) SEVERABILITY. In the event that one or more provisions
hereof are held invalid, illegal or unenforceable in any respect on
the basis of any particular circumstances or in any jurisdiction, the
validity, legality and enforceability of such provision or provisions
under other circumstances or in other jurisdictions and of the
remaining provisions shall not in any way be affected or impaired.
(g) WAIVER. Except as otherwise provided herein, no failure or
delay on the part of either party in exercising any power or right
hereunder operates as a waiver, nor does any single or partial
exercise of any power or right preclude any other or further exercise,
or the exercise of any other power or right. No waiver by a party of
any provision hereof, or waiver of any breach or default, is effective
unless in writing and signed by the party against whom the waiver is
to be enforced.
(h) REPRESENTATIONS AND WARRANTIES. (i) Customer hereby
represents and warrants to Bank that: (A) it has full authority and
power to deposit and control the Securities and cash deposited in the
Accounts; (B) it has all necessary authority to use Bank as its
custodian; (C) this Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms; (D) it shall
have full authority and power to borrow moneys and enter into foreign
exchange transactions; and (E) it has not relied on any oral or
written representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest extent the
duties of Bank. (ii) Bank hereby represents and warrants to Customer
that: (A) it has the full power and authority to perform its
obligations hereunder, (B) this Agreement constitutes its legal, valid
and binding obligation; enforceable in accordance with its terms; and
(C) that it has taken all necessary action to authorize the execution
and delivery hereof.
(i) NOTICES. All notices hereunder shall be effective when
actually received. Any notices or other communications which may be
required hereunder are to be sent to the parties at the following
addresses or such other addresses as may subsequently be given to the
other party in writing: (a) Bank: The Chase Manhattan Bank, 4 Chase
MetroTech Center, Brooklyn, N.Y. 11245, Attention: Global Investor
Services, Investment Management Group; and (b) Customer: The
Analytic_TSA Global Asset Management, Inc., 000 Xxxxx Xxxxxx Xxxxxx,
Xxx Xxxxxxx, XX 00000.
(j) TERMINATION. This Agreement may be terminated by Customer
or Bank by giving sixty (60) days written notice to the other,
provided that such notice to Bank shall specify the names of the
persons to whom Bank shall deliver the Assets in the Accounts. If
notice of termination is given by Bank, Customer shall, within sixty
(60) days following receipt of the notice, deliver to Bank
Instructions specifying the names
of the persons to whom Bank shall deliver the Assets. In either case
Bank shall deliver the Assets to the persons so specified, after
deducting any amounts which Bank determines in good faith to be owed
to it under Section 13. If within sixty (60) days following receipt of
a notice of termination by Bank, Bank does not receive Instructions
from Customer specifying the names of the persons to whom Bank shall
deliver the Assets, Bank, at its election, may deliver the Assets to a
bank or trust company doing business in the State of New York to be
held and disposed of pursuant to the provisions hereof, or to
Authorized Persons, or may continue to hold the Assets until
Instructions are provided to Bank.
(k) MONEY LAUNDERING. Customer warrants and undertakes to Bank
for itself and its agents that all Customer's customers are properly
identified in accordance with U.S. Money Laundering Regulations as in
effect from time to time.
(l) IMPUTATION OF CERTAIN INFORMATION. Bank shall not be held
responsible for and shall not be required to have regard to
information held by any person by imputation or information of which
Bank is not aware by virtue of a "Chinese Wall" arrangement. If Bank
becomes aware of confidential information which in good faith it feels
inhibits it from effecting a transaction hereunder Bank may refrain
from effecting it.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first-above written.
THE ANALYTIC SERIES FUND
By: /s/ Xxxxxxxx xx Xxxxx
-----------------------
Title: Managing Director
Date: September 8, 0000
XXX XXXXX XXXXXXXXX BANK
By: /s/ Xxxxxx X. Xxxxx
-----------------------
Title: Senior Vice President
Date: September 8, 0000
XXXXX XX XXXXXXXXXXXXX)
: ss.
COUNTY OF SUFFOLK)
On this 8th day of September, 1997, before me personally came Xxxxxx X.
Xxxxx, to me known, who being by me duly sworn, did depose and say that he
resides in Boston at 00 Xxxxxxx Xxxxxx, that he is a Senior Vice President of
The Chase Manhattan Bank, the entity described in and which executed the
foregoing instrument; that he knows the seal of said entity, that the seal
affixed to said instrument is such seal, that it was so affixed by order of
said entity, and that he signed his name thereto by like order.
/s/ Xxxxxx X. Xxxxx
--------------------
Xxxxxx X. Xxxxx
Sworn to before me this 8th
day of September, 1997.
/s/ Marquette X. Xxxxxxx
------------------------
Marquette X. Xxxxxxx
Notary
Investment Company Rider to Global Custody Agreement
Between The Chase Manhattan Bank and
The Analytic Series Fund
effective September 8, 1997
Customer represents that the Assets being placed 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.
Except to the extent that Bank has specifically agreed to comply with a
condition of a rule, regulation, interpretation promulgated by or under the
authority of the Securities and Exchange Commission ("SEC") or the Exemptive
Order applicable to accounts of this nature issued to Bank (1940 Act, Release
No. 12053, November 20, 1981), as amended, or unless Bank has otherwise
specifically agreed, Customer shall be solely responsible to assure that the
maintenance of Assets hereunder complies with such rules, regulations,
interpretations or exemptive order promulgated by or under the authority of
the SEC.
The following modifications are made to the Agreement:
Section 3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used herein
shall mean a branch of a qualified U.S. bank, an eligible foreign
custodian or an eligible foreign securities depository, which are
further defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as
defined in Rule 17f-5 under the 1940 Act;
(b) "eligible foreign custodian" 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 and
that has shareholders' equity in excess of $200 million in U.S.
currency (or a foreign currency equivalent thereof) as of the
close of its fiscal year most recently completed prior to the
date hereof, (ii) a majority owned direct or indirect subsidiary
of a qualified U.S. bank or bank holding company that is
incorporated or organized under the laws of a country other than
the United States and that has shareholders' equity in excess of
$100 million in U.S. currency (or a foreign currency equivalent
thereof) as of the close of its fiscal year most recently
completed prior to the date hereof, (iii) a banking institution
or trust company incorporated or organized under the laws of a
country other than the United States or a majority owned direct
or indirect subsidiary of a qualified U.S. bank or bank holding
company that is incorporated or organized under the laws of a
country other than the United States which has such other
qualifications as shall be specified in Instructions and approved
by Bank; or (iv) any other entity that shall have been so
qualified by exemptive order, rule or other appropriate action of
the SEC; and
(c) "eligible foreign securities depository" shall mean a
securities depository or clearing agency, incorporated or
organized under the laws of a country other than the United
States, which operates (i) the central system for handling
securities or equivalent book-entries in that country, or (ii) a
transnational system for the central handling of securities or
equivalent book-entries.
Customer represents that its Board of Directors has approved each of the
Subcustodians listed in Schedule A hereto and the terms of the subcustody
agreements between Bank and each Subcustodian, which are attached as Exhibits
I through of Schedule A, and further represents that its Board has
determined that the use of each Subcustodian and the terms of each subcustody
agreement are consistent with the best interests of the Fund(s) and its
(their) shareholders. Bank shall supply Customer with any amendment to
Schedule A for approval. Customer has supplied or shall supply Bank with
certified copies of its Board of Directors resolution(s) with respect to the
foregoing prior to placing Assets with any Subcustodian so approved.
Section 11. INSTRUCTIONS.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made
pursuant to Section 5 and 6 hereof may be made only for the
purposes listed below. Instructions must specify the purpose for
which any transaction is to be made and Customer shall be solely
responsible to assure that Instructions are in accord with any
limitations or restrictions applicable to Customer by law or as
may be set forth in its prospectus.
(a) In connection with the purchase or sale of Securities at
prices as confirmed by Instructions;
(b) When Securities are called, redeemed or retired, or
otherwise become payable;
(c) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan or
merger, consolidation, reorganization, recapitalization or
readjustment;
(d) Upon conversion of Securities pursuant to their terms into
other securities;
(e) Upon exercise of subscription, purchase or other similar
rights represented by Securities;
(f) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses;
(g) In connection with any borrowings by Customer requiring a
pledge of Securities, but only against receipt of amounts
borrowed;
(h) In connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which shall
reflect any restrictions applicable to Customer;
(i) For the purpose of redeeming shares of the capital stock of
Customer and the delivery to, or the crediting to the account of,
Bank, its Subcustodian or Customer's transfer agent, such shares
to be purchased or redeemed;
(j) For the purpose of redeeming in kind shares of Customer
against delivery to Bank, its Subcustodian or Customer's transfer
agent of such shares to be so redeemed;
(k) For delivery in accordance with the provisions of any
agreement among Customer, Bank and a broker-dealer registered
under the Securities Exchange Act of 1934 and a member of The
National Association of Securities Dealers, Inc., relating to
compliance with the rules of The Options Clearing Corporation and
of any registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by Customer;
2
(l) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities
shall be released only upon payment to Bank of monies for the
premium due and a receipt for the Securities which are to be held
in escrow. Upon exercise of the option, or at expiration, Bank
shall receive from brokers the Securities previously deposited.
Bank shall act strictly in accordance with Instructions in the
delivery of Securities to be held in escrow and shall have no
responsibility or liability for any such Securities which are not
returned promptly when due other than to make proper request for
such return;
(m) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Securities or
related transactions;
(n) For other proper purposes as may be specified in
Instructions issued by an officer of Customer which shall include
a statement of the purpose for which the delivery or payment is
to be made, the amount of the payment or specific Securities to
be delivered, the name of the person or persons to whom delivery
or payment is to be made, and a certification that the purpose is
a proper purpose under the instruments governing Customer; and
(o) Upon the termination hereof as set forth in Section 14(j).
Section 12. STANDARD OF CARE; LIABILITIES.
Add the following at the end of Section as 12:
(d) Bank hereby warrants to Customer that in its opinion, after
due inquiry, the established procedures to be followed by each of
its branches, each branch of a qualified U.S. Bank, each eligible
foreign custodian and each eligible foreign securities depository
holding Customer's Securities pursuant hereto afford protection
for such Securities at least equal to that afforded by Bank's
established procedures with respect to similar securities held by
Bank and its securities depositories in New York.
Section 14. ACCESS TO RECORDS.
ADD THE FOLLOWING LANGUAGE TO THE END OF SECTION 14(C):
Upon reasonable request from Customer, Bank shall furnish
Customer such reports (or portions thereof) of Bank's system of
internal accounting controls applicable to Bank's duties
hereunder. Bank shall endeavor to obtain and furnish Customer
with such similar reports as it may reasonably request with
respect to each Subcustodian and securities depository holding
Assets.
3
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
THE ANALYTIC SERIES FUND
dated September 8, 1997.
1. Global Proxy Services ("Proxy Services") shall be provided for
the countries listed in the procedures and guidelines
("Procedures") furnished to Customer, as the same may be amended
by Bank from time to time on prior notice to Customer. The
Procedures are incorporated by reference herein and form a part
of this Rider.
2. Proxy Services shall consist of those elements as set forth in
the Procedures, and shall include (a) notifications
("Notifications") by Bank to Customer of the dates of pending
shareholder meetings, resolutions to be voted upon and the return
dates as may be received by Bank or provided to Bank by its
Subcustodians or third parties, and (b) voting by Bank of proxies
based on Customer directions. Original proxy materials or copies
thereof shall not be provided. Notifications shall generally be
in English and, where necessary, shall be summarized and
translated from such non-English materials as have been made
available to Bank or its Subcustodian. In this respect Bank's
only obligation is to provide information from sources it
believes to be reliable and/or to provide materials summarized
and/or translated in good faith. Bank reserves the right to
provide Notifications, or parts thereof, in the language
received. Upon reasonable advance request by Customer, backup
information relative to Notifications, such as annual reports,
explanatory material concerning resolutions, management
recommendations or other material relevant to the exercise of
proxy voting rights shall be provided as available, but without
translation.
3. While Bank shall attempt to provide accurate and complete
Notifications, whether or not translated, Bank shall not be
liable for any losses or other consequences that may result from
reliance by Customer upon Notifications where Bank prepared the
same in good faith.
4 Notwithstanding the fact that Bank may act in a fiduciary
capacity with respect to Customer under other agreements or
otherwise under the Agreement, in performing Proxy Services Bank
shall be acting solely as the agent of Customer, and shall not
exercise any discretion with regard to such Proxy Services.
5. Proxy voting may be precluded or restricted in a variety of
circumstances, including, without limitation, where the relevant
Securities are: (i) on loan; (ii) at registrar for registration
or reregistration; (iii) the subject of a conversion or other
corporate action; (iv) not held in a name subject to the control
of Bank or its Subcustodian or are otherwise held in a manner
which precludes voting; (v) not capable of being voted on account
of local market regulations or practices or restrictions by the
issuer; or (vi) held in a margin or collateral account.
6 Customer acknowledges that in certain countries Bank may be
unable to vote individual proxies but shall only be able to vote
proxies on a net basis (E.G., a net yes or no vote given the
voting instructions received from all customers).
7. Customer shall not make any use of the information provided
hereunder, except in connection with the funds or plans covered
hereby, and shall in no event sell, license, give or otherwise
make the information provided hereunder available, to any third
party, and shall not directly or indirectly compete with Bank or
diminish the market for Proxy Services by provision of such
information, in whole or in part, for compensation or otherwise,
to any third party.
8. The names of Authorized Persons for Proxy Services shall be
furnished to Bank in accordance with Section 10 of the Agreement.
Proxy Services fees shall be as set forth in Section 13 of the
Agreement or as separately agreed.
2
SPECIAL TERMS AND CONDITIONS RIDER
GLOBAL CUSTODY AGREEMENT
WITH The Analytic Series Fund
------------------------
DATE September 8, 1997
------------------------
DOMESTIC ONLY
SPECIAL TERMS AND CONDITIONS RIDER
----------------------------------
DOMESTIC CORPORATE ACTIONS AND PROXIES
With respect to domestic U.S. and Canadian Securities (the latter if held in
DTC), the following provisions shall apply rather than the provisions of
Section 8 of the Agreement and the Global Proxy Service rider:
Bank shall send to Customer or the Authorized Person for a
Custody Account, such proxies (signed in blank, if issued in
the name of Bank's nominee or the nominee of a central
depository) and communications with respect to Securities in
the Custody Account as call for voting or relate to legal
proceedings within a reasonable time after sufficient copies
are received by Bank for forwarding to its customers. In
addition, Bank shall follow coupon payments, redemptions,
exchanges or similar matters with respect to Securities in
the Custody Account and advise Customer or the Authorized
Person for such Account of rights issued, tender offers or
any other discretionary rights with respect to such
Securities, in each case, of which Bank has received notice
from the issuer of the Securities, or as to which notice is
published in publications routinely utilized by Bank for
this purpose.
FEES
The fees referenced in Section 13 hereof cover only domestic and euro-dollar
holdings. There shall be no Schedule A hereto, as there are no foreign
assets in the Accounts.
