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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 36
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 38
QUANTITATIVE GROUP OF FUNDS d/b/a QUANT FUNDS
55 Old Bedford Road
Lincoln, MA 01773
(781) 259-1144
WILLARD L. UMPHREY, President
Quant Funds
55 Old Bedford Road
Lincoln, MA 01773
Copy to:
Mark P. Goshko, Esq.
KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective (check appropriate box)
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immediately upon filing pursuant to paragraph (b) |
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on July 30, 2007 at 8:00 a.m. pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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on (date) pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
QUANT FUNDS
PROSPECTUS
JULY 30, 2007
This page is not part of the prospectus.
ORDINARY AND INSTITUTIONAL SHARES
U.S. EQUITY FUNDS
Quant Small Cap Fund
Quant Long/Short Fund
INTERNATIONAL EQUITY FUNDS
Quant Emerging Markets Fund
Quant Foreign Value Fund
This page is not part of the prospectus.
QUANT FUNDS
Quant Small Cap Fund
Quant Long/Short Fund
Quant Emerging Markets Fund
Quant Foreign Value Fund
Ordinary and Institutional Shares
PROSPECTUS
July 30, 2007
TABLE OF CONTENTS | Page | ||||||
Basic Information about the Funds | 2 | ||||||
Summary of Fees and Expenses | 15 | ||||||
Non-Principal Investment Policies and Related Risks | 16 | ||||||
Management of the Funds | 17 | ||||||
How to Invest | 22 | ||||||
How to Exchange | 27 | ||||||
How to Redeem | 27 | ||||||
Calculation of Net Asset Value | 30 | ||||||
Shareholder Services | 31 | ||||||
Shareholder Account Policies | 31 | ||||||
Other Policies | 33 | ||||||
Dividends, Distributions and Taxation | 34 | ||||||
Financial Highlights | 36 | ||||||
An investment in a Quant Fund is NOT a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
A Quant Fund may not achieve its goals and is not intended as a complete investment program. Contact your investment professional to discuss how each Fund fits into your portfolio.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE FUNDS' SHARES OR DETERMINED WHETHER THE INFORMATION IN THIS PROSPECTUS IS COMPLETE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
QUANT FUNDS
BASIC INFORMATION ABOUT THE FUNDS
Quant Small Cap Fund
Investment Objective
Maximum long-term capital appreciation.
Principal Investment Strategies
Under normal market conditions, Small Cap Fund invests at least 80% of its total assets in common stocks. Small Cap Fund will invest at least 80% of its total assets in stocks of small cap companies. Although there is no minimum market capitalization for companies whose securities Small Cap Fund may purchase, a small cap company will generally be a company with a market capitalization (at time of purchase) from $250 million to $2 billion. Small Cap Fund will invest primarily in the common stocks of U.S. issuers. Small Cap Fund may invest in the equity securities of foreign issuers that are traded in U.S. markets. For purposes of Small Cap Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts, warrants and rights.
Small Cap Fund's Advisor primarily employs a "quantitative" investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. With the benefit of these rankings, Small Cap Fund's Advisor can monitor a portfolio of securities for consistency with Small Cap Fund's investment objectives. To a lesser extent, Small Cap Fund's Advisor may also use qualitative analysis, due diligence, fundamental research, and analysis of an issuer based upon its financial statements and operations to identify security or market events not otherwise captured by its models.
Small Cap Fund's Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
Even though Small Cap Fund seeks long-term capital appreciation, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
Quant Long/Short Fund
Investment Objective
Long-term growth of capital.
Principal Investment Strategies
Under normal market conditions, Long/Short Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks. The Long/Short Fund mainly invests in stocks of larger companies, generally with greater than $1 billion in market capitalization (at time of purchase). There is no minimum market capitalization for companies whose securities Long/Short Fund may purchase. Long/Short Fund will invest primarily in the common stock of U.S. issuers. For purposes of Long/Short Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts, warrants and rights.
Long/Short Fund may invest in long and short positions of publicly traded equity securities. Long/Short Fund's long and short positions may include equity securities of foreign issuers that are traded in U.S. markets. Long/Short Fund buys securities "long" that the Fund's Advisor believes will outperform and sells securities "short" that the Long/Short Fund's Advisor believes will underperform. When Long/Short Fund buys a security long, it owns the security. When Long/Short Fund sells a security short, it borrows the security from a third party and sells it at the then-current market price. Long/Short Fund is then obligated to buy the security on a later date so that it can return the security to the lender. This is not a market neutral strategy. Long/Short Fund's long-short exposure will vary over time based on the Advisor's
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QUANT FUNDS
assessment of market conditions and other factors. The cash received from short sales may be used to invest in long equity positions. Under normal market conditions, Long/Short Fund's long equity exposure ordinarily ranges from 110% to 133% of the Long/Short Fund's net assets and its short equity exposure ordinarily ranges from 10% to 33% of the Fund's net assets. Long/Short Fund's Advisor will normally maintain long and short positions such that the Fund's net long equity exposure (i.e., the percentage of long equity positions minus the percentage of short equity positions) does not exceed 100% of the Fund's net assets, excluding cash and cash equivalents.
Long/Short Fund's Advisor primarily employs a "quantitative" investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. In addition, Long/Short Fund's Advisor follows a quantitative research process which generates potential factors or portfolio construction techniques that the Advisor believes could result in improvement of Long/Short Fund's risk or return characteristics. Such factors and construction techniques are then rigorously tested to determine whether they add value on their own and in conjunction with the existing process before any changes will be made to the existing models. With the benefit of these rankings, Long/Short Fund's Advisor also can monitor a portfolio of securities for consistency with Long/Short Fund's investment objectives. To a lesser extent, Long/Short Fund's Advisor may also use qualitative analysis, due diligence, fundamental research, and analysis of the issuer based upon its financial statements and operations to identify security or market events not otherwise captured by its models.
Long/Short Fund's Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
Even though Long/Short Fund seeks long-term growth of capital, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
Quant Emerging Markets Fund
Investment Objective
Long-term growth of capital.
Principal Investment Strategies
Under normal market conditions, Emerging Markets Fund invests at least 80% of its total assets in common stocks of emerging markets issuers. An emerging market issuer is one that is organized under the laws of an emerging market country, has a principal office in an emerging market country or derives at least 50% of its gross revenues or profits from goods or services produced in emerging market countries or from sales made in emerging market countries. For purposes of Emerging Markets Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), warrants and rights. Emerging Markets Fund may also buy and sell forward foreign currency exchange contracts in non-U.S. currencies in connection with its investments.
Depositary Receipts. A depositary receipt is a receipt traded on an investor's domestic market for the shares of a company traded in foreign capital markets. American Depositary Receipts ("ADRs") are receipts of shares of a foreign-based company traded on a U.S. market. Instead of buying shares of foreign-based companies in a foreign market, U.S. investors can buy shares in the U.S. in the form of an ADR. Although traded in the U.S. markets, ADRs may be subject to the risks of their underlying foreign investments. Global Depositary Receipts ("GDRs") are receipts of shares of a company traded on a foreign market, typically an emerging market, and are generally traded on major foreign exchanges. GDRs allow investors to avoid potentially difficult and expensive trading on the issuing company's home exchange. Because the companies issuing GDRs are not as well established and do not use the same accounting system as more developed markets, their stocks tend to be more volatile and less liquid. Other types of depositary receipts may also be used.
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Emerging Markets Fund generally will be invested in issuers in eight or more emerging markets. Emerging Markets Fund will not allocate more than 25% of its total assets to any one country but it may invest more than 25% of its total assets in a particular region. Emerging Markets Fund considers any market that is not developed to be an emerging market. Currently, emerging markets include, but are not limited to, countries included in the Morgan Stanley Capital International Emerging Markets index: Argentina, Brazil, Chile, China, Columbia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey. At the discretion of Emerging Markets Fund's Advisor, Emerging Markets Fund may invest in other emerging countries.
Emerging Market Fund's Advisor primarily employs a "quantitative" investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. The Advisor's proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. With the benefit of these rankings, the Advisor can monitor a portfolio of securities for consistency with the Emerging Markets Fund's investment objectives. To a lesser extent, Emerging Markets Fund's Advisor may also use qualitative research to identify industry, country or market events not otherwise captured by its models.
Emerging Markets Fund may invest in companies of any capitalization. Emerging Markets Fund's Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
An investment in Emerging Markets Fund involves a substantial degree of risk. Even though Emerging Markets Fund seeks long-term growth of capital, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
Quant Foreign Value Fund
Investment Objective
Long-term growth of capital and income.
Principal Investment Strategies
Under normal market conditions, the Foreign Value Fund invests at least 80% of its total assets in common stocks of foreign markets issuers. A foreign markets issuer is one that is organized under the laws of a non-U.S. country, has a principal office in a non-U.S. country or derives at least 50% of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Generally, Foreign Value Fund invests in foreign markets issuers in Europe, Australia, and the larger capital markets of the Far East; however, Foreign Value Fund also may invest without limit in emerging markets issuers. An emerging market issuer is one that is organized under the laws of an emerging country, has a principal office in an emerging country or derives at least 50% of its gross revenues or profits from goods or services produced in emerging market countries or from sales made in emerging market countries. For purposes of Foreign Value Fund's investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), participatory notes, warrants and rights. Foreign Value Fund may also buy and sell forward foreign currency exchange contracts in non-U.S. currencies in connection with its investments.
Depositary Receipts. A depositary receipt is a receipt traded on an investor's domestic market for the shares of a company traded in foreign capital markets. American Depositary Receipts ("ADRs") are receipts of shares of a foreign-based company traded on a U.S. market. Instead of buying shares of foreign-based companies in foreign markets, U.S. investors can buy shares in the U.S. in the form of an ADR. Although traded in the U.S. markets, ADRs may be subject to the risks of their underlying foreign investments. Global Depositary Receipts ("GDRs") are receipts of shares of a company traded on a foreign market, typically an emerging market, and are generally traded on major foreign exchanges. GDRs allow investors to avoid potentially difficult and expensive trading on the issuing company's
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home exchange. Because the companies issuing GDRs are not as well established and do not use the same accounting system as more developed markets, their stocks tend to be more volatile and less liquid. Other types of depositary receipts may also be used.
Foreign Value Fund's Advisor primarily employs a "quantitative" investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors.
Foreign Value Fund's Advisor uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, because the Advisor believes that country and industry factors are important influences on security prices, it employs proprietary quantitative investment technology to evaluate data such as cash flow and interest rates to produce a ranking of country and industry value sectors. Second, because the Advisor believes that normal security price fluctuations produce company valuations that can undervalue the cash flow or assets of a company, it uses traditional valuation criteria to regularly screen a database of more than 20,000 companies to identify a pool of approximately 500 securities with the greatest potential for undervalued streams of sustainable cash flow or undervalued assets. Third, the Advisor conducts rigorous fundamental research on the pool of companies identified throughout the first two steps of the investment process. The Advisor also maintains a "watch-list" of approximately 250 companies which may be used if the valuation of a company held in Foreign Value Fund's portfolio falls below the value of an alternative company. With the benefit of these rankings, Foreign Value Fund's Advisor also can monitor a portfolio of securities for consistency with Foreign Value Fund's investment objectives.
Foreign Value Fund generally will be invested in issuers in three or more foreign markets. Foreign Value Fund may invest in companies of any capitalization. Although Foreign Value Fund's Advisor may invest in both value stocks and growth stocks, Foreign Value Fund mainly invests in value stocks that Foreign Value Fund's Advisor believes are currently undervalued compared to their true worth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
An investment in Foreign Value Fund involves a high degree of risk. Even though Foreign Value Fund seeks long-term growth of capital and income, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
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Principal Risks for Each Fund
Even though each Fund seeks to achieve its investment objective, you could lose money on your investment or not make as much as if you had invested elsewhere. The main risks that could affect your investment include:
Quant Funds | |||||||||||||||||||
Small
Cap |
Long/
Short |
Emerging
Markets |
Foreign
Value |
Principal Risks |
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X | X | X | X | Stock Market | |||||||||||||||
The risk that the stock price of one or more of the companies in a Fund's portfolio will fall, or will fail to appreciate as anticipated by the Fund's advisor. Many factors can adversely affect a stock's performance. | |||||||||||||||||||
The risk that movements in the securities markets will adversely affect the price of a Fund's investments, regardless of how well the companies in which a Fund invests perform. | |||||||||||||||||||
X | X | X | X | Common Stocks | |||||||||||||||
The value of a company's stock falls as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company's products or services. | |||||||||||||||||||
The value of a company's stock falls as a result of factors affecting multiple companies in a number of different industries, such as increases in production costs. | |||||||||||||||||||
The value of a company's stock falls as a result of changes in financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. | |||||||||||||||||||
X | X | X | X | Warrants | |||||||||||||||
Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holders to purchase, and they do not represent any rights in the assets of the issuer. An investment in warrants may be considered more speculative than certain other types of investments. The value of a warrant does not necessarily change with the value of the underlying securities, and warrants expire worthless if they are not exercised on or prior to their expiration date. | |||||||||||||||||||
X | Small Cap Companies | ||||||||||||||||||
An investment in Small Cap Fund involves a high degree of risk due to its investments in small cap companies. | |||||||||||||||||||
Small cap companies are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Small cap companies' earnings and revenue tend to be less predictable than for larger companies. Stocks of these companies may trade less frequently and in limited volume, and their prices may fluctuate more than stocks of other companies. Stocks of these companies may therefore be more vulnerable to adverse developments than those of larger companies. Such stocks may be harder to sell at the times and prices the Fund's Advisor thinks appropriate. | |||||||||||||||||||
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QUANT FUNDS
Quant Funds | |||||||||||||||||||
Small
Cap |
Long/
Short |
Emerging
Markets |
Foreign
Value |
Principal Risks | |||||||||||||||
X | X | X | Small and Mid Cap Companies | ||||||||||||||||
To the extent that a Fund invests in small and mid cap companies, such companies are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Small and mid cap companies' earnings and revenue tend to be less predictable than for larger companies. Stocks of these companies may trade less frequently and in limited volume, and their prices may fluctuate more than stocks of other companies. Stocks of these companies may therefore be more vulnerable to adverse developments than those of larger companies. Such stocks may be harder to sell at the times and prices the Fund's Advisor thinks appropriate. | |||||||||||||||||||
X | X | X | X | Value Stocks | |||||||||||||||
To the extent the Fund invests in value stocks, if the Fund's Advisor's assessment of a company's prospects is wrong, or if the market fails to recognize the stock's value, then the price of the company's stock may not approach the value that the Fund's Advisor believes is the full market value. Value stocks may also decline in price even when the Fund's Advisor already believes they are undervalued. | |||||||||||||||||||
X | X | X | X | Growth Stocks | |||||||||||||||
To the extent the Fund invests in growth stocks, if the Fund's Advisor's assessment of the prospects for the company's earnings growth is wrong, or if its judgment about how other investors will value the company's earnings growth is wrong, then the price of the company's stock may fall or not approach the value that the Fund's Advisor has placed on it. | |||||||||||||||||||
X | X | Foreign Investments | |||||||||||||||||
An investment in Foreign Value Fund or Emerging Markets Fund involves a high degree of risk due to each Fund's foreign investments. | |||||||||||||||||||
Unfavorable changes in currency exchange rates: Foreign investments are normally issued and traded in foreign currencies. As a result, their values may be affected by changes in the exchange rates between particular foreign currencies and the U.S. dollar. | |||||||||||||||||||
Political and economic developments: Foreign investments may be subject to the risks of seizure by a foreign government, imposition of restrictions on the exchange or transport of foreign currency, and tax increases. | |||||||||||||||||||
Unreliable or untimely information: There may be less information publicly available about a foreign company than about most U.S. companies, and foreign companies are usually not subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. | |||||||||||||||||||
Limited legal recourse: Legal remedies for investors such as the Fund may be more limited than those available in the United States. | |||||||||||||||||||
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QUANT FUNDS
Quant Funds | |||||||||||||||||||
Small
Cap |
Long/
Short |
Emerging
Markets |
Foreign
Value |
Principal Risks | |||||||||||||||
X | X | Foreign Investments (continued) | |||||||||||||||||
Limited markets: Certain foreign investments may be less liquid (harder to buy and sell) and more volatile than domestic investments, which means the Fund may at times be unable to sell these investments at desirable prices. For the same reason, the Fund may at times find it difficult to value their foreign investments. | |||||||||||||||||||
Trading practices: Brokerage commissions and other fees are generally higher for foreign investments than for domestic investments. The procedures and rules for settling foreign transactions may also involve delays in payment, delivery or recovery of money or investments. | |||||||||||||||||||
Lower yield: Common stocks of foreign companies have historically offered lower dividends than comparable U.S. companies. Foreign withholding taxes may further reduce the amount of income available to distribute to shareholders of the Fund. The Fund's yield is therefore expected to be lower than yields of most funds that invest mainly in common stocks of U.S. companies. Certain of these risks may also apply to some extent to U.S.-traded investments that are denominated in foreign currencies, investments in U.S. companies that are traded in foreign markets, or to investments in U.S. companies that have significant foreign operations. | |||||||||||||||||||
X | X | Emerging Markets Investments | |||||||||||||||||
An investment in Emerging Markets Fund involves a substantial degree of risk due to its high exposure to emerging markets investments. To the extent that Foreign Value Fund invests in emerging markets investments, it is also subject to this type of risk. | |||||||||||||||||||
Investing in emerging markets involves risks in addition to and greater than those generally associated with investing in more developed foreign markets. The extent of foreign development, political stability, market depth, infrastructure and capitalization and regulatory oversight are generally less than in more developed markets. Emerging market economies can be subject to greater social, economic, regulatory and political uncertainties including potential expropriation and confiscatory taxation. All of these factors generally make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets. Accordingly, at times the Fund may find it even more difficult to value their emerging markets investments than the Fund's other foreign investments. | |||||||||||||||||||
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Quant Funds | |||||||||||||||||||
Small
Cap |
Long/
Short |
Emerging
Markets |
Foreign
Value |
Principal Risks | |||||||||||||||
X | Short Sales Risk | ||||||||||||||||||
If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale. In addition, because the Fund's loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the Fund's loss on a long position arises from decreases in the value of the security and is limited by the fact that a security's value cannot drop below zero. | |||||||||||||||||||
X | Segregated Account Risk | ||||||||||||||||||
Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or highly liquid securities with a broker or custodian to cover the Fund's short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. As a result, there is the possibility that segregation of a percentage of the Fund's assets could affect its portfolio management. | |||||||||||||||||||
X | Leverage Risk | ||||||||||||||||||
By investing the proceeds received from selling securities short, the Fund is employing leverage, which creates special risks. The use of leverage may increase the Fund's exposure to long equity positions and make any change in the Fund's net asset value per share greater than without the use of leverage. This could result in increased volatility of returns. | |||||||||||||||||||
X | X | X | X | Non-Diversification | |||||||||||||||
Each of the Funds is "non-diversified" under the Investment Company Act of 1940, as amended (the "1940 Act") that means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a greater negative effect on the Fund. | |||||||||||||||||||
This risk is greater for smaller companies that are the primary investment vehicles for the Small Cap Fund, which tend to be more vulnerable to adverse developments. | |||||||||||||||||||
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Performance
The following bar charts and tables indicate some of the risks of investing in a Fund by showing changes in each Fund's performance over time. The tables also compare a Fund's performance to a broad measure of market performance that reflects the type of securities in which the Fund invests. Of course, past performance does not necessarily indicate how the Fund will perform (before and after taxes) in the future. Because the chart and table reflect calendar year performance, the numbers will differ from those in the "Financial Highlights" table later in this Prospectus and in the Fund's shareholder report, which are based on the Fund's fiscal year end of March 31.
Bar charts. The bar charts show changes in the annual total returns of a Fund's Ordinary Shares as of December 31 for the past ten years, or a shorter period of time if a Fund has not been in existence for ten years. Returns in the bar charts do not reflect the 1% deferred sales charge applicable to the Ordinary Shares of the Funds as described in the Summary of Fees and Expenses table below. The deferred sales charge, if reflected, would reduce the returns of a Fund. Returns for Institutional Shares will differ from the Ordinary Share returns due to differences in expenses between the classes.
Average annual total return tables. The average annual total return tables following the bar charts reflect the 1% deferred sales charge for the Ordinary Shares of each Fund. The average annual total return tables compare each class of a Fund to broad-based market indices that invest in comparable types of stocks. Unlike the Funds, the indexes are not actively managed. Investment returns for the indexes assume the reinvestment of dividends paid on stocks comprising the indexes.
After tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. After-tax returns are shown only for Ordinary Shares and after-tax returns for Institutional Shares may vary. A Fund's past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns on distributions and sales may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares.
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QUANT FUNDS
Quant Small Cap Fund
Annual Return Ordinary Class
(Calendar year ended December 31)
The calendar year-to-date return of the Ordinary Shares of Small Cap Fund as of 6/30/2007 is 7.70%.
Best Quarter:
Worst Quarter: |
Q4 1999:
Q3 1998: |
32.35
%
-20.08 % |
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Average Annual Total Returns for the periods ended December 31, 2006
1 Year | 5 Years | 10 Years |
Since
Inception |
Inception
Date |
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Ordinary Shares Before Taxes | 19.82 | % | 10.19 | % | 9.27 | % | 14.44 | % | 8 /3/92 | ||||||||||||||
Ordinary Shares After Taxes on Distributions | 18.52 | % | 9.15 | % | 7.76 | % | 11.84 | % | |||||||||||||||
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares | 14.68 | % | 8.65 | % | 7.42 | % | 11.42 | % | |||||||||||||||
Institutional Shares Before Taxes | 21.67 | % | 10.97 | % | 9.93 | % | 13.52 | % | 1 /6/93 | ||||||||||||||
Russell 2000 Index (reflects no deductions for fees, expenses or taxes) | 18.37 | % | 11.39 | % | 9.44 | % | 11.74 | % | | * |
* Reflects the return of the index since 9/30/92 (the quarter end after the inception of Ordinary Shares). The return of the index since 3/31/93 (the quarter end after the inception of Institutional Shares) is 10.92%.
The Russell 2000 Index is comprised of the bottom two-thirds of the largest 3,000 publicly traded companies in the United States. It is widely recognized as representative of the general market for small company stocks.
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QUANT FUNDS
Quant Long/Short Fund*
Annual Return Ordinary Class
(Calendar year ended December 31)
The calendar year-to-date return of the Ordinary Shares of Long/Short Fund as of 6/30/2007 is 6.19%.
Best Quarter:
Worst Quarter: |
Q4 1999:
Q3 2001: |
38.29
%
-19.50 % |
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Average Annual Total Returns for the periods ended December 31, 2006*
1 Year | 5 Years | 10 Years |
Since
Inception |
Inception
Date |
|||||||||||||||||||
Ordinary Shares Before Taxes | 15.22 | % | 4.40 | % | 7.76 | % | 11.50 | % | 5 /6/85 | ||||||||||||||
Ordinary Shares After Taxes on Distributions | 15.16 | % | 4.39 | % | 6.14 | % | 8.96 | % | |||||||||||||||
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares | 9.89 | % | 3.78 | % | 6.14 | % | 8.88 | % | |||||||||||||||
Institutional Shares Before Taxes | 16.92 | % | 5.12 | % | 8.40 | % | 10.35 | % | 3 /25/91 | ||||||||||||||
S&P 500 Index (reflects no deductions for fees, expenses or taxes) | 15.79 | % | 6.19 | % | 8.42 | % | 12.41 | % | | ** |
* On November 1, 2006, the Long/Short Fund (formerly known as Quant Growth and Income Fund) changed its principal investment strategy and prior to this date did not take short positions as part of its main investment strategies. Performance shown for periods prior to November 1, 2006 does not reflect the new investment strategy.
** Reflects the return of the index since 6/30/85 (the quarter end after the inception of Ordinary Shares). The return of the index since 3/31/91 (the quarter end after the inception of Institutional Shares) is 11.02%.
The S&P 500 Index is comprised of stocks chosen by Standard & Poor's for their size and industry characteristics. It is widely recognized as representative of the general market for stocks in the United States.
12
QUANT FUNDS
Quant Emerging Markets Fund
Annual Return Ordinary Class
(Calendar year ended December 31)
The calendar year-to-date return of the Ordinary Shares of Emerging Markets Fund as of 6/30/2007 is 23.86%.
Best Quarter:
Worst Quarter: |
Q4 2003:
Q3 2001: |
32.05
%
-18.08 % |
|||||||||
Average Annual Total Returns for the periods ended December 31, 2006
1 Year | 5 Years | 10 Years |
Since
Inception |
Inception
Date |
|||||||||||||||||||
Ordinary Shares Before Taxes | 30.19 | % | 30.16 | % | 11.64 | % | 8.20 | % | 9 /30/94 | ||||||||||||||
Ordinary Shares After Taxes On Distributions | 29.27 | % | 29.69 | % | 11.35 | % | 7.97 | % | N/A | ||||||||||||||
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares | 20.10 | % | 27.05 | % | 10.34 | % | 7.24 | % | N/A | ||||||||||||||
Institutional Shares Before Taxes | 31.85 | % | 30.98 | % | 12.29 | % | 11.38 | % | 4 /2/96 | ||||||||||||||
MSCI EM Index (reflects no deductions for fees, expenses or taxes) | 32.59 | % | 26.98 | % | 9.40 | % | 6.40 | % | | * |
* Reflects the return of the index since 9/30/94 (the quarter end after the inception of Ordinary Shares). The return of the index since 6/30/96 (the quarter end after the inception of Institutional Shares) is 8.65%.
The Morgan Stanley Capital International Emerging Markets ("MSCI EM") Index is comprised of stocks located in emerging market countries other than the United States. It is widely recognized as representative of the general market for emerging markets.
13
QUANT FUNDS
Quant Foreign Value Fund
Annual Return Ordinary Class
(Calendar year ended December 31)
The calendar year-to-date return of the Ordinary Shares of Foreign Value Fund as of 6/30/2007 is 8.13%.
Best Quarter:
Worst Quarter: |
Q2 2003:
Q3 2001: |
22.56
%
-18.13 % |
|||||||||
Average Annual Total Returns for the periods ended December 31, 2006
1 Year | 5 Years | 10 Years |
Since
Inception |
Inception
Date |
|||||||||||||||||||
Ordinary Shares Before Taxes | 29.72 | % | 23.31 | % | N/A | 11.26 | % | 5 /15/98 | |||||||||||||||
Ordinary Shares After Taxes on Distributions | 28.65 | % | 22.95 | % | N/A | 10.87 | % | ||||||||||||||||
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares | 20.51 | % | 20.76 | % | N/A | 9.85 | % | ||||||||||||||||
Institutional Shares Before Taxes | 31.33 | % | 23.87 | % | N/A | 14.93 | % | 12 /18/98 | |||||||||||||||
MSCI EAFE Index (reflects no deductions for fees, expenses or taxes) | 26.86 | % | 15.43 | % | N/A | 7.35 | % | | * |
* Reflects the return of the index since 6/30/98 (the quarter end after the inception of Ordinary Shares). The return of the index since 12/31/98 (the quarter end after the inception of Institutional Shares) is 7.23%.
The Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE") Index is comprised of stocks located in countries other than the United States. It is widely recognized as representative of the general market for developed foreign markets.
14
QUANT FUNDS
SUMMARY OF FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Funds.
Shareholder Fees (fees paid directly from your investment) 1
Ordinary
Shares |
Institutional
Shares |
||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of redemption proceeds) | 1.00 | % 2 | None | ||||||||
Maximum Deferred
Sales Charge (Load) Imposed on Reinvested Dividend and Other
Distributions
(as a percentage of redemption proceeds) |
1.00 | % 2 | None | ||||||||
Maximum Redemption Fee | None | None |
Annual Fund Operating Expenses as a percentage of average net
assets
(expenses that are deducted from Fund assets)
Small
Cap
Fund |
Long/Short
Fund |
Emerging
Markets
Fund |
Foreign
Value Fund |
||||||||||||||||
Ordinary Shares | |||||||||||||||||||
Management Fee | 1.00 | % | 1.00 | % 3 | 1.00 | % | 1.00 | % | |||||||||||
Distribution and/or Service (12b-1) Fees | 0.50 | % 4 | 0.50 | % | 0.50 | % 4 | 0.25 | % | |||||||||||
Other Expenses 5 | 0.32 | % | | 0.42 | % | 0.35 | % | ||||||||||||
Short Sale Dividend Expenses | | 0.02 | % 6 | | | ||||||||||||||
Remainder of Other Expenses | | 0.22 | % 6 | | | ||||||||||||||
Total of Other Expenses | | 0.24 | % 6 | | | ||||||||||||||
Total Annual Fund Operating Expenses | 1.82 | % | 1.74 | % | 1.92 | % | 1.60 | % | |||||||||||
Acquired Fund (Indirect Underlying Fund) 7 | | | 0.05 | % | | ||||||||||||||
Total Direct and Acquired Fund Annual Operating Expenses | 1.82 | % | 1.74 | % | 1.97 | % | 1.60 | % | |||||||||||
Institutional Shares | |||||||||||||||||||
Management Fee | 1.00 | % | 1.00 | % 3 | 1.00 | % | 1.00 | % | |||||||||||
Distribution and/or Service (12b-1) Fees | None | None | None | None | |||||||||||||||
Other Expenses 5 | 0.31 | % | | 0.41 | % | 0.35 | % | ||||||||||||
Short Sale Dividend Expenses | | 0.02 | % 6 | | |||||||||||||||
Remainder of Other Expenses | | 0.23 | % 6 | | | ||||||||||||||
Total of Other Expenses | | 0.25 | % 6 | | |||||||||||||||
Total Annual Fund Operating Expenses | 1.31 | % | 1.25 | % | 1.41 | % | 1.35 | % | |||||||||||
Acquired Fund (Indirect Underlying Fund) 7 | | | 0.05 | % | |||||||||||||||
Total Direct and Acquired Fund Annual Operating Expenses | 1.31 | % | 1.25 | % | 1.46 | % | 1.35 | % |
1 If you buy and sell shares through a broker or other financial intermediary, the intermediary may charge a separate transaction fee.
2 The deferred sales charge of 1% is not imposed on certain redemptions including redemptions of shares (i) held by certain contributory 401(k) plans, (ii) maintained through the National Securities Clearing Corporation ("NSCC"), (iii) held in omnibus accounts maintained by No Transaction Fee ("NTF") programs of certain broker-dealers or (iv) clearing though certain financial intermediaries. See How To Redeem Payment of Redemption Amount for more information.
3 The information in the table above has been restated to reflect an increase in the management fee which became effective on November 1, 2006. Prior to November 1, 2006, the management fee was 0.75%.
4 The annual 12b-1 fee rate for the Ordinary Shares of Small Cap Fund and the Ordinary Shares of Emerging Markets Fund is being voluntarily reduced to 0.25% by the Distributor U.S. Boston Capital Corporation, (the "Distributor") for the period from July 29, 2007 through July 31, 2008. The voluntary reduction for each of the Funds is subject to periodic review and the Distributor may modify or terminate this waiver at any time.
5 The Funds have an expense offset arrangement that reduces their custodian fee based upon the amount of cash maintained by the Funds with the custodian. "Other expenses" in the table do not take into account these expense reductions, and are therefore higher than the actual expenses of the Funds. Quantitative Investment Advisors, Inc. doing business as ("d/b/a") Quantitative Advisors, the Funds' manager (the "Manager"), has contractually agreed to limit the total operating expenses of the Small Cap Fund to 2% of their average net assets, without giving effect to custody credits, if applicable. This agreement limits expenses at the Fund level and not at the individual share class level. Accordingly, the fees of any individual class may be higher than the expense limitation because the expense limit calculation adds the expenses of the different classes together and then divides that number by the total average net assets of the Fund. Expenses eligible for reimbursement under all applicable expense limitations do not include interest, taxes, brokerage commissions or extraordinary expenses. As a result, and as indicated above, total
15
QUANT FUNDS
expenses may be higher than the expense limitation applicable for the Fund. For the fiscal year ended March 31, 2007, it was not necessary to limit expenses or waive fees for the Fund.
6 The Fund's principal investment strategies include selling securities short. When a cash dividend is declared on a security for which the Fund has a short position, the Fund incurs the obligation to pay an amount equal to that dividend to the lender of the shorted security ("short-sale dividend expense"), and this obligation must be disclosed as a Fund expense under "Total of Other Expenses" and "Total Annual Fund Operating Expenses." However, any such dividend on a security sold short generally reduces the market value of the shorted security, thus increasing the Fund's unrealized gain or reducing the Fund's unrealized loss on its short-sale transaction.
7 Acquired Fund Fees and Expenses are not fees or expenses incurred by a Fund directly but are expenses of underlying funds in which a the Fund invests. You incur these fees and expenses indirectly throughs the Fund's investment in those underlying funds. The fees presented above represent those incurred during the prior fiscal year. Acquired Fund Fees and Expenses may be higher or lower than the amount shown above based on expenses of the underlying funds as well as the degree to which a Fund invests in underlying funds. The "Total Direct and Acquired Fund Annual Fund Operating Expenses" will not correlate to the Fund's ratio of expenses to average net assets in the Fund's Financial Highlights, which reflects the operating expenses of the Fund and does not include "Acquired Fund Fees and Expenses."
Example
This Example is intended to help you compare the cost of investing in a Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same as set forth in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Ordinary Shares | Institutional Shares | ||||||||||||||||||||||||||||||||||
1 year | 3 years | 5 years | 10 years | 1 year | 3 years | 5 years | 10 years | ||||||||||||||||||||||||||||
Small Cap Fund | $ | 266 | $ | 623 | $ | 1,017 | $ | 2,187 | $ | 134 | $ | 423 | $ | 742 | $ | 1,689 | |||||||||||||||||||
Long/Short Fund | $ | 283 | $ | 678 | $ | 1,113 | $ | 2,406 | $ | 128 | $ | 404 | $ | 708 | $ | 1,612 | |||||||||||||||||||
Emerging Markets Fund | $ | 281 | $ | 672 | $ | 1,102 | $ | 2,380 | $ | 150 | $ | 472 | $ | 827 | $ | 1,882 | |||||||||||||||||||
Foreign Value Fund | $ | 269 | $ | 633 | $ | 1,034 | $ | 2,226 | $ | 138 | $ | 436 | $ | 765 | $ | 1,740 |
This Example assumes that you do not redeem your shares at the end of the period:
Ordinary Shares | Institutional Shares | ||||||||||||||||||||||||||||||||||
1 year | 3 years | 5 years | 10 years | 1 year | 3 years | 5 years | 10 years | ||||||||||||||||||||||||||||
Small Cap Fund | $ | 161 | $ | 507 | $ | 889 | $ | 2,024 | $ | 134 | $ | 423 | $ | 742 | $ | 1,689 | |||||||||||||||||||
Long/Short Fund | $ | 178 | $ | 562 | $ | 985 | $ | 2,243 | $ | 128 | $ | 404 | $ | 708 | $ | 1,612 | |||||||||||||||||||
Emerging Markets Fund | $ | 176 | $ | 556 | $ | 974 | $ | 2,217 | $ | 150 | $ | 472 | $ | 827 | $ | 1,882 | |||||||||||||||||||
Foreign Value Fund | $ | 164 | $ | 517 | $ | 906 | $ | 2,063 | $ | 138 | $ | 436 | $ | 765 | $ | 1,740 |
The Example does not reflect deferred sales charges on reinvested dividends and other distributions. If the deferred sales charges were included, your costs would be higher.
NON-PRINCIPAL INVESTMENT POLICIES AND RELATED RISKS
The section Basic Information about the Funds describes each Fund's investment objective and principal investment strategies and risks. This section describes additional investments that a Fund may make or strategies it may pursue to a lesser degree to achieve a Fund's goal. Some of a Fund's secondary investment policies also entail risks. To learn more about these risks you should obtain and read the Funds' statement of additional information ("SAI"). You may request a free copy of the SAI by mail, phone or by accessing the internet. See the last page of this prospectus.
All Funds
Investments other than Common Stocks. A Fund may invest up to 20% of its assets in investments such as preferred stocks, convertible securities, fixed income securities, real estate investment trusts, or repurchase agreements.
A Fund will invest in convertible securities primarily for their equity characteristics.
A Fund may invest in fixed income securities of any maturity. A Fund may not invest more than 10% of its net assets in fixed income securities, including convertible debt securities, rated below investment grade or in unrated securities of comparable quality.
16
QUANT FUNDS
Fixed income securities are subject to the risk of an issuer's inability to meet principal or interest payments on its obligations. Factors which could contribute to a decline in the market value of debt securities in a Fund's portfolio include rising interest rates or a reduction in the perceived creditworthiness of the issuer of the securities. A fixed income security is considered investment grade if it is rated in one of the top four categories by a nationally recognized statistical rating organization or determined to be of equivalent quality by an Advisor. Fixed income securities rated below investment grade are commonly referred to as "junk bonds" and are considered speculative. Below investment grade fixed income securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher grade fixed income securities.
Real estate investment trusts ("REITs") are companies that invest primarily in real estate or real estate related loans. Investing in REITs involves unique risks. They are significantly affected by the market for real estate and are dependent upon management skills and cash flow. In addition to its own expenses, a Fund will, in some cases, indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests.
Derivatives. A Fund may use futures and options on securities, indices and currencies and other derivatives.
A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments. Even a small investment in derivatives could have a significant impact on a Fund's risk exposure to stock market values, interest rates or currency exchange rates. Certain derivatives may be less liquid and more difficult to value than other types of securities.
Derivatives may be used for both hedging and non-hedging purposes. Derivatives will not be used as a primary investment technique. Non-principal uses could include hedging against adverse changes in stock market prices, interest rates or currency exchange rates; using derivatives as a substitute for buying or selling securities or to increase a Fund's return as a non-hedging strategy that may be considered speculative.
Short Term Trading. Normally, a Fund's Advisor does not trade for short-term profits. A Fund will sell an investment, however, even if it has only been held for a short time, if it no longer meets a Fund's investment criteria.
Portfolio Turnover. A Fund's annual portfolio turnover ratio will vary. If a Fund's Advisor does a lot of trading, the Fund will experience increased operating expenses, which could reduce performance and may cause shareholders to incur an increased level of taxable income or capital gains. See Financial Highlights for actual turnover rates.
Cash Management and Temporary Defensive Strategies. Normally, each Fund's Advisor invests substantially all of a Fund's assets to meet the Fund's investment objective. A Fund's Advisor may invest the remainder of a Fund's assets in short term debt obligations with remaining maturities of less than one year, cash equivalents or may hold cash. For temporary defensive purposes, a Fund's Advisor may judge that market conditions make pursuing the Fund's investment strategies inconsistent with the best interests of its shareholders. A Fund's Advisor may then temporarily use alternative strategies that are mainly designed to limit the Fund's losses. Although a Fund's Advisor has the flexibility to use these strategies, it may choose not to for a variety of reasons, even in very volatile market conditions. These strategies may cause a Fund to miss out on investment opportunities, and may prevent a Fund from achieving its objective.
Changes in Policies. The Trustees may change each Fund's objective, investment strategies and other policies without shareholder approval, except as otherwise indicated. However, each Fund's policy of investing at least 80% of its assets in a particular type of investment may not be materially revised unless shareholders are notified at least 60 days in advance of the proposed change.
MANAGEMENT OF THE FUNDS
Under Massachusetts' law, the management of the Funds' business and affairs is the ultimate responsibility of the Board of Trustees of the Funds.
The Manager
The Funds are managed by Quantitative Investment Advisors, Inc. d/b/a Quantitative Advisors, 55 Old Bedford Road, Lincoln, MA 01773 (the "Manager"), which handles the Funds' business affairs. Quantitative Advisors is a privately held financial services firm providing administrative services and facilities to the Quant Funds. As of March 31, 2007, the firm had approximately $1.4 billion in assets under management for mutual funds, institutional and other clients.
17
QUANT FUNDS
The Manager may, subject to the approval of the Trustees, choose the investments of the Funds itself or, subject to the approval by the Trustees, select sub-advisors (the "Advisors") to execute the day-to-day investment strategies of the Funds. The Manager currently employs Advisors to make the investment decisions and portfolio transactions for each of the Funds and supervises the Advisors' investment programs.
Day-to-day responsibility for investing the Funds' assets currently is provided by the Advisors described below. The Funds have received an exemptive order from the Securities and Exchange Commission that permits the Manager, subject to certain conditions, to enter into or amend an advisory contract with Advisors without obtaining shareholder approval. With Trustee approval, the Manager may employ a new Advisor for a Fund, change the terms of the advisory contracts, or enter into new advisory contracts with the Advisors. The Manager retains ultimate responsibility to oversee the Advisors and to recommend their hiring, termination, and replacement. Shareholders of a Fund continue to have the right to terminate the advisory contract applicable to that Fund at any time by a vote of the majority of the outstanding voting securities of the Fund. Shareholders will be notified of any Advisor changes or other material amendments to an advisory contract that occur under these arrangements.
The Advisors and Portfolio Management
The Advisors provide portfolio management and related services to each Fund, including trade execution.
The Statement of Additional Information provides additional information about each portfolio manager's compensation, other accounts managed by each portfolio manager and each portfolio manager's ownership of shares of his or her Fund.
Quant Small Cap Fund
Advisor. Columbia Partners, L.L.C., Investment Management ("Columbia"), 5425 Wisconsin Avenue, Suite 700, Chevy Chase, MD 20815 serves as the investment subadviser to the Small Cap Fund. As of March 31, 2007, Columbia had approximately $2.6 billion in assets under management for individual, pension plan and endowment accounts.
Portfolio Management. The Small Cap Fund is co-managed by Rhys Williams and Robert von Pentz who are supported by a team consisting of the following members: Gráinne Coen, Matt Williams, Dan Goldstein, and Mark Tindall. Mr. Williams leads the team and is primarily responsible for day-to-day recommendations with respect to the Fund's portfolio.
Portfolio manager | Portfolio manager experience in this Fund | Primary title with Advisor and investment experience | |||||||||
Robert A. von Pentz, CFA | Since 1996 |
Chief Investment
Officer and head of Equity Investments since 1996
Investment professional since 1984 |
|||||||||
Rhys Williams, CFA | Since 1997 |
Senior Equity
Portfolio Manager since 1997
Investment professional since 1990 |
|||||||||
Gráinne Coen | Since 2001 |
Equity Team
Portfolio Manager & Research Analyst since 2001
Investment professional since 1996 |
|||||||||
Matt Williams | Since 2006 |
Equity Team
Portfolio Manager since 2006
Investment professional since 1986. From 2004-2006 as Vice President, Research at Rittenhouse Asset Management and from 2001-2003 as an Analyst/Portfolio Manager at Gardner Lewis Asset Management. |
|||||||||
Dan Goldstein, CFA | Since 1996 |
Equity Team
Portfolio Manager & Research Analyst since 1996
Investment professional since 1994 |
|||||||||
Mark Tindall, CFA | Since 2003 |
Equity Team
Portfolio Manager & Research Analyst since 2003
Investment professional since 1998. Prior to joining Columbia Partners, he spent four years analyzing equity securities at AIM Management. |
|||||||||
18
QUANT FUNDS
Quant Long/Short Fund
Advisor. SSgA Funds Management, Inc. ("SSgA FM"), One Lincoln Street, Boston, MA 02111, serves as the investment subadviser to the Long/Short Fund. SSgA FM is a wholly owned subsidiary of State Street Corporation, a publicly owned bank holding company. As of March 31, 2007, SSgA FM had approximately $136 billion in assets under management for registered investment companies. SSgA FM is one of the State Street Global Advisors companies ("SSgA"), comprised of all of the investment management affiliates of State Street Corporation. SSgA FM (and its predecessor entity) has managed the Long/Short Fund continuously since the Fund's inception.
Portfolio Management. The Long/Short Fund is managed by the US Active Quantitative Equity Team at SSgA FM. The portfolio managers identified below are primarily responsible for the day-to-day management of the Fund. Mr. Johnson is the lead portfolio manager of the Fund. Mr. Shannahan leads the US Active Quantitative Equity Team and is the back-up portfolio manager for the Fund.
Portfolio manager | Portfolio manager experience in this Fund |
Primary
title(s) with Advisor,
primary role and investment experience |
|||||||||
James Johnson, CFA | Portfolio manager since 2005;lead manager from January 2006 |
Member US Active
Quantitative Equity Team since November 2005; senior portfolio manager for
the Large Cap Value, Directional Long-Short and Aggressive Equity
Strategies; Principal of State Street Global Advisors and SSgA
FM
Investment professional since 1990; from 1998 to 2005 he managed a market neutral hedge fund and mutual fund portfolios for American Express Financial Advisors. |
|||||||||
Brian Shannahan, CFA | Portfolio manager since 2000 |
Member US Active
Quantitative Equity Team since 2000 and head of team since July 2005;
Principal of State Street Global Advisors and SSgA FM
Investment professional since 1993; from 1999 to 2000 at BankBoston where he was Director, Portfolio Management; since 2000 with this Advisor or an affiliate |
|||||||||
Quant Emerging Markets Fund
Advisor. PanAgora Asset Management, Inc. ("PanAgora"), 260 Franklin Street, Boston, MA 02110, serves as the investment subadviser to the Emerging Markets Fund. As of March 31, 2007, PanAgora had over $22 billion in assets under management in portfolios of institutional pension and endowment funds, among others. Putnam Investments LLC is a control person of PanAgora. Prior to November 3, 2003, the Advisor to the Emerging Markets Fund was Independence Investments LLC ("Independence").
Portfolio Management. The Emerging Markets Fund is managed by a team lead by David P. Nolan and Richard T. Wilk, CFA.
Portfolio manager | Portfolio manager experience in this Fund | Primary title with Advisor and investment experience | |||||||||
David P. Nolan, CFA | Since 2003 |
Portfolio
Manager, Equity Investments
Investment professional since 1984; from 1999 to 2003 as a portfolio manager for the Fund at Independence Investment LLC and its predecessor company, Boston International Advisors; since 2003 with this Advisor |
|||||||||
Richard T. Wilk, CFA | Since 2003; co-leader since April 2007 |
Director, Equity
Investments
Investment professional since 1985; since 1985 with this Advisor and its predecessor organization, the Structured Investment Products Group of The Boston Company |
|||||||||
19
QUANT FUNDS
Portfolio manager | Portfolio manager experience in this Fund | Primary title with Advisor and investment experience | |||||||||
Samantha R. Louis Stevens | Since 2003 |
Portfolio
Manager, Equity Investment
Investment professional since 1998; from 1999 to 2003 as Trading Officer for Independence Investment Associates; since 2003 with this Advisor |
|||||||||
Quant Foreign Value Fund
Advisor. Polaris Capital Management, Inc. ("Polaris"), 125 Summer Street, Boston, MA 02110, serves as the investment subadviser to the Foreign Value Fund. As of March 31, 2007, Polaris had over $3 billion in assets under management for institutional clients and affluent individuals.
Portfolio Management. Bernard R. Horn, Jr. is the lead portfolio manager of the Foreign Value Fund. Sumanta Biswas generally contributes to the day-to-day management of the Fund's portfolio through such means as performing research and management of Polaris' proprietary quantitative model. Mr. Biswas may also provide advice on investment decisions during periods when Mr. Horn is unavailable, but does not generally make the final decision as to which securities to purchase or sell for the Fund. The extent to which Mr. Biswas may perform these functions, and the nature of the functions, may change from time to time.
Portfolio manager | Portfolio manager experience in this Fund | Primary title with Advisor and investment experience | |||||||||
Bernard R. Horn, Jr. | Since 1998 (Fund inception) lead portfolio manager |
Founder and
Portfolio Manager since 1995
Investment professional since 1980 |
|||||||||
Sumanta Biswas | Since 2004 |
Assistant
Portfolio Manager since 2004
Investment professional since 1996; from 1996 to 2000 as an officer for the Securities and Exchange Board of India; in 2001 as an intern for Delta Partners; since 2002 with this Advisor |
|||||||||
Management and Advisory Fees
As compensation for services rendered for fiscal year ended March 31, 2007, the Funds paid the Manager a monthly fee at the annual rate of: 1% of the average daily net assets of the Small Cap Fund, the Foreign Value Fund and the Emerging Markets Fund. Effective November 1, 2006, the monthly management fee for Long/Short Fund increased to an annual rate of 1% of the average daily net assets of this Fund. Prior to November 1, 2006, the monthly management fee for Long/Short Fund was at an annual rate of 0.75% of the average daily net assets of the Fund. From the management fee, the Manager pays the expenses of providing investment advisory services to the Funds, including the fees of the Advisors of each individual Fund, if applicable.
No advisory and/or subadvisory agreements were approved during the fiscal period from October 1, 2006 to March 31, 2007. The Funds' semi-annual report to be dated September 30, 2007 will contain a detailed discussion of the Board of Trustees' consideration of the advisory and/or subadvisory agreements approved during the fiscal period from April 1, 2007 to September 30, 2007.
Fee Waivers. The Manager is contractually obligated to reduce its compensation with respect to the Small Cap Fund (and Long/Short Fund until October 31, 2006) to the extent that Small Cap Fund's (and Long/Short Fund until October 31, 2006) total expenses exceed 2% of average daily net assets for any fiscal year. The Manager has also agreed to assume expenses of Small Cap Fund, if necessary, in order to reduce its total expenses to no more than 2% of average daily net assets for any fiscal year. Fund expenses subject to this limitation are exclusive of brokerage, interest, taxes and extraordinary expenses, and are calculated gross of custody credits, if applicable. Extraordinary expenses include, but are not limited to, the higher incremental costs of custody associated with foreign securities, litigation and indemnification expenses. No such reductions in compensation were necessary for the fiscal year ended March 31, 2007.
20
QUANT FUNDS
Expense Limitations. The Manager may voluntarily agree to limit the total operating expenses of a Fund for a period of time by waiving fees or reimbursing a Fund for an expense that it would otherwise incur. In such cases, the Manager may seek reimbursement from the Fund if the Fund's total operating expenses fall below that limit prior to the end of the Funds' fiscal year. Expenses eligible for reimbursement do not include interest, taxes, brokerage commissions, or extraordinary expenses, and expenses are calculated gross of custody credits, if applicable. Extraordinary expenses include, but are not limited to, the higher incremental costs of custody associated with foreign securities, litigation and indemnification expenses. The agreement is subject to periodic review and there is no guarantee that the Manager will continue to limit these expenses in the future. No such expense limitations were necessary for the fiscal year ended March 31, 2007.
Additional Payments. The Manager or its affiliates may make payments, out of their own assets to certain intermediaries or their affiliates (including the Distributor, U.S. Boston Capital Corporation) based on sales or assets attributable to the intermediary, or such other criteria agreed to by the Manager. The intermediaries to which payments may be made are determined by the Manager. These payments may be in addition to other payments such as Rule 12b-1 fees or deferred sales charges and may provide an incentive, in addition to any sales charge, to these firms to actively promote the Quant Funds or to provide marketing or service support to the Quant Funds. See the SAI for more information.
21
QUANT FUNDS
HOW TO INVEST
The Funds offer two classes of shares through this prospectus: Ordinary Shares and Institutional Shares.
Ordinary Shares are available to all purchasers and are subject to a fee charged pursuant to Rule 12b-1 under the 1940 Act ("12b-1 fee") and in some cases a deferred sales charge as set forth below:
Fund | Deferred Sales Charge (on redemption proceeds) | 12b-1 (Distribution) Fee | |||||||||
Small Cap | 1.00 | % | 0.25 | % 1 | |||||||
Long/Short | 1.00 | % | 0.50 | % | |||||||
Emerging Markets | 1.00 | % | 0.25 | % 1 | |||||||
Foreign Value | 1.00 | % | 0.25 | % |
1 Reflects 12b-1 fees after voluntary and temporary waiver of 0.25% by the Distributor for the period from July 29, 2007 through July 31, 2008. For Total Annual Operating Expenses without the reduction, see Summary of Fees and Expenses . This voluntary reduction is subject to periodic review and there is no guarantee that the Distributor will continue the reduction.
Institutional Shares are available to limited classes of purchasers on a "no-load" basis, that is, they are not subject to a sales charge or 12b-1 fee. See How to RedeemPayment of Redemption Amount . Both classes of shares represent interests in the same portfolio of securities and each has the same rights, except that Ordinary Shares have exclusive voting rights with respect to the Funds' 12b-1 Plan, which is described below.
Classes of Shares
Ordinary Shares
The minimum initial investment is generally $2,500. However, you may make a minimum investment of $1,000 if you:
participate in the Funds' Automatic Investment Plan;
open a Uniform Gifts/Transfers to Minors account; or
open an Individual Retirement Account ("IRA") or an account under a similar plan established under the Employee Retirement Income Security Act of 1974, or for any pension, profit sharing or other employee benefit plan or participant therein, whether or not the plan is qualified under Section 401 of the Internal Revenue Code of 1986, as amended, including any plan established under the Self-Employed Individuals Tax Retirement Act of 1962 (HR-10).
The Funds or the Distributor, at their discretion, may waive these minimums.
You may make subsequent purchases in any amount, although the Funds or the Distributor, at their discretion, reserve the right to impose a minimum at any time.
Institutional Shares
Institutional Shares are offered to clients who meet eligibility and minimum investment amount requirements. The minimum initial investment amount may be invested in one or more of the Quant Funds that currently offer Institutional Shares. There is no minimum additional investment amount.
Institutional Shares are not subject to any sales charges or fees pursuant to the Funds' 12b-1 Plan.
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QUANT FUNDS
Minimum
Initial
Investment |
Eligible Classes of Institutional Share Investors | ||||||
$ 1 million or more |
(i) benefit plans
with at least $10,000,000 in plan assets and 200 participants, that either
have a separate trustee vested with investment discretion and certain
limitations on the ability of plan beneficiaries to access their plan
investments without incurring adverse tax consequences or which allow
their participants to select among one or more investment options,
including the Fund;
(ii) banks and insurance companies purchasing shares for their own account; (iii) an insurance company separate account; or (iv) a bank, trust company, credit union, savings institution or other depository institution, its trust departments or common trust funds purchasing for non-discretionary customers or accounts. |
||||||
$1 million or more in the aggregate |
If an account or
group of accounts is (a) not represented by a broker/dealer, (b) the
minimum initial investment is at least $1 million in the aggregate at the
plan, group or organization level and (c) the investment is made
by:
(1) A private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code; (2) An endowment or organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code; or (3) A group of accounts related through a family trust, testamentary trust or other similar arrangement purchasing Institutional Shares through or upon the advice of a single fee-paid financial intermediary other than the Manager or Distributor. |
||||||
None |
Investments made
for an individual account or a group of accounts:
(i) through an eligible mutual fund wrap program. To be eligible, a mutual fund wrap program must offer allocation services, charge an asset-based fee to its participants for asset allocation and/or offer advisory services, and meet trading and operational requirements under an appropriate agreement with the Distributor or clearing entity; or (ii) by registered investment advisers who are (a) charging an asset based fee for their advisory services and (b) purchasing on behalf of their clients. You should ask your investment firm if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals. The intermediaries sponsoring or participating in these mutual fund programs also may offer their clients other classes of shares of the Quant Funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class. Neither the Fund, nor the Manager, nor the Distributor receives any part of the separate fees charged to clients of such intermediaries. |
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23
QUANT FUNDS
Minimum
Initial
Investment |
Eligible Classes of Institutional Share Investors | ||||||
None |
(i) any state,
county, city, or any instrumentality, department, authority, or agency of
these entities or any trust, pension, profit-sharing or other benefit plan
for the benefit of the employees of these entities which is prohibited by
applicable investment laws from paying a sales charge or commission when
it purchases shares of any registered investment management company; or
(ii) officers, partners, trustees or directors and employees of the Funds, the Funds' affiliated corporations, or of the Funds' Advisors and their affiliated corporations (a "Fund Employee"), the spouse or child of a Fund Employee, a Fund Employee acting as custodian for a minor child, any trust, pension, profit-sharing or other benefit plan for the benefit of a Fund Employee or spouse and maintained by one of the above entities, the employee of a broker-dealer with whom the Distributor has a sales agreement or the spouse or child of such employee. To qualify for the purchase of Institutional Shares, Fund Employees and other persons listed in section (ii) must provide Quantitative Institutional Services, a division of the Manager ("Transfer Agent"), with a letter stating that the purchase is for their own investment purposes only and that the shares will not be resold except to the Funds. |
||||||
The Manager, at its sole discretion, may accept investments of $1 million or more in the aggregate from other classes of investors substantially similar to those listed above. In addition, the Manager may waive or lower initial investment amounts in other circumstances. Please call 1-800-326-2151 for more information.
Distributor and Distribution Plan
U.S. Boston Capital Corporation is the distributor of the Funds' shares.
The Funds have adopted a distribution plan under Rule 12b-1 to pay for the marketing and distribution of Fund shares and for services provided to shareholders of the Funds' Ordinary Shares as described above. Rule 12b-1 fees are paid out of the Fund's assets on an on-going basis, which may increase the cost of your investment and cost more than other types of sales charges. The distribution fee is not directly tied to the Distributor's expenses. If the Distributor's expenses exceed the Distributor's fee, the Funds are not required to reimburse the Distributor for the excess expenses; if the Distributor's fee exceeds the Distributor's expenses, the Distributor may realize a profit.
Additional dealer compensation. The Distributor or its affiliates may pay additional compensation, out of their own assets, to certain brokerage firms and other intermediaries or their affiliates, based on sales or assets attributable to the broker or intermediary, or such other criteria agreed to by the Distributor. The brokers or intermediaries to which payments may be made are determined by the Distributor. These payments may provide an incentive, in addition to any deferred sales charge, to these firms to actively promote the Quant Funds or cooperate with the Distributor's promotional efforts or to provide marketing or service support to the Quant Funds. See the SAI for more information.
Making an Initial Investment
You may purchase shares of each class of a Fund at the per share net asset value of shares of such class next determined after your purchase order is received in good order by the Fund. Orders received prior to the close of regular trading on the New York Stock Exchange ("NYSE") (ordinarily 4:00 p.m., Eastern time), will receive that day's closing price, unless such trade is placed as a result of an online purchase through the Quant Funds' web site in which case the trade will receive the price next determined after the money requested from your bank via the Automated Clearing House ("ACH") system are received by the Funds' transfer agent. The Funds will accept orders for purchases of shares on any day on which the NYSE is open. See Calculation of Net Asset Value . The offering of shares of the Funds, or of any particular Fund, may be suspended from time to time, and the Funds reserve the right to reject any specific order.
24
QUANT FUNDS
You must provide the Fund with a completed Account Application for all initial investments, a copy of which may be obtained by calling 1-800-326-2151 , or online at www.quantfunds.com .
Transaction Privileges. If you wish to have telephone exchange or telephone redemption privileges for your account, you must elect these options on the Account Application. You should carefully review the Application and particularly consider the discussion in this Prospectus regarding the Funds' policies on exchanges of Fund shares and processing of redemption requests. Some accounts, including IRA accounts, require a special Account Application. See Investment Through Tax Deferred Retirement Plans . For further information, including assistance in completing an Account Application, call the Funds' toll-free number 1-800-326-2151. Shares may not be purchased by facsimile request or by electronic mail .
Patriot Act Identity Verification. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, you will need to supply your name, address, date of birth, and other information that will allow the Fund to identify you. The Fund may close your account if it cannot adequately verify your identity. If your account must be closed, your redemption price will be the net asset value (less applicable sales charges) on the date of redemption.
Investments by Check. You may purchase shares of the Funds by sending a check payable in U.S. dollars to Quant Funds specifying the name(s) of the Fund(s) and amount(s) of investment(s), together with the appropriate Account Application (in the case of an initial investment) to:
Quant Funds
Attention: Transfer Agent
55 Old Bedford
Road
Lincoln, Massachusetts 01773
If you buy shares with a check that does not clear, your account may be subject to extra charges to cover collection costs. Third party checks, cashiers checks and money orders will not be accepted. Purchases made by check must wait 15 days prior to being liquidated.
Internet Transactions. Investors may make subsequent investments in their accounts through the Quant Funds' web site.
Quant Funds will accept Internet purchase instructions only if the purchase price is paid to Quant Funds through debiting your bank account. Quant Funds imposes a limit of $10,000 on Internet purchase transactions and shareholders may only redeem shares purchased via the Quant Funds web site in writing or by calling the Quant Funds shareholder service line at 1-800-326-2151 . Regardless of the method of redemption, for the first 90 days after the Internet purchase of shares is made, proceeds from the redemption of such shares will be paid only via ACH to the same bank account from which the purchase payment to Quant Funds originated.
If the bank account number changes during such 90 days, the shareholder must provide the Quant Funds with a signature guaranteed letter of instruction from a bank or a qualified broker/dealer changing the bank account number prior to such redemption. If during such 90-day period you are unable to open a replacement bank account, you must provide a signature guaranteed letter of redemption as described in Written Request for Redemption (regardless of the amount redeemed, the person to whom the redemption proceeds are to be paid or the address to which the redemption proceeds are to be sent).
Quant Funds employs reasonable procedures to confirm that transactions entered into over the Internet are genuine. These procedures include the use of alphanumeric passwords, secure socket layering, encryption and other precautions reasonably designed to protect the integrity, confidentiality and security of shareholder information. In order to enter into a transaction on the Quant Funds' web site, you will need your Social Security Number and an alphanumeric password. If Quant Funds follows these procedures, neither Quant Funds, its affiliates, nor any Fund will be
25
QUANT FUNDS
liable for any loss, liability, cost or expense for following instructions communicated via the Internet that are reasonably believed to be genuine or that follow Quant Funds' security procedures. By entering into the user's agreement with Quant Funds through our web site, you lose certain rights if someone gives fraudulent or unauthorized instructions to Quant Funds that result in a loss to you.
Automatic Investment Plan
You may participate in the Automatic Investment Plan for the Funds by completing the appropriate section of the Account Application and enclosing a minimum investment of $1,000 per Fund. You must also authorize an automatic withdrawal of at least $100 per account from your checking or similar account each month to purchase shares of a Fund. You may cancel the Plan at any time, but your request must be received five business days before the next automatic withdrawal (generally the 20th of each month) to become effective for that withdrawal. Requests received fewer than five business days before a scheduled withdrawal will take effect with the next scheduled withdrawal. The Funds or the Transfer Agent may terminate the Automatic Investment Plan at any time.
Investments by Wire
If you wish to buy shares by wire, please contact the Transfer Agent at 1-800-326-2151 or your dealer or broker for wire instructions. For new accounts, you must provide a completed Account Application before, or at the time of, payment. To ensure that a wire is credited to the proper account, please specify your name, the name(s) of the Fund(s) and class of shares in which you are investing, and your account number. A bank may charge a fee for wiring funds.
Investments through Brokers and other Financial Intermediaries
Shares may be purchased through any securities dealer with whom the Distributor has a sales agreement. Shares also may be made available through financial service firms which are also securities dealers and which have a service agreement with the Distributor. The Funds have approved the acceptance of purchase request orders effective as of the time of their receipt by certain authorized financial intermediaries or their designees as long as these orders are received by these entities prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern Time). Securities dealers and financial service firms are responsible for transmitting your order to the Funds in a timely manner. The Quant Funds reserve the right to adjust the closing time to coincide with an earlier closing of the NYSE or due to other unusual circumstances.
If you invest in a Fund through investment professionals or other financial intermediaries, including wrap programs and fund supermarkets, other conditions may apply to your investment in the Fund, and the investment professional or intermediary may charge you a transaction-based or other fee for its services. These conditions and fees are in addition to those imposed by the Quant Funds and its affiliates. You should ask your investment professional or financial intermediary about its services and any applicable fees.
If your shares are held in your investment firm's name, the options and services available to you may be different from those discussed in this prospectus. Ask your investment professional for more information.
Exchange of Securities for Shares of the Fund
At the discretion of the Manager and relevant Advisors, you may purchase shares of a Fund in exchange for securities of certain companies, consistent with the Fund's investment objectives. Additional information regarding this option is contained in the Statement of Additional Information .
Subsequent Investments
If you are buying additional shares in an existing account, you should identify the Fund and your account number. If you do not specify the Fund and you have investments in more than one Fund, we may have to return your check to you. If you wish to make additional investments in more than one Fund, you should provide your account numbers and identify the amount to be invested in each Fund. You may pay for all purchases with a single check. Additional shares may be purchased online via ACH payment as well.
26
QUANT FUNDS
Investments through Tax-Deferred Retirement Plans
Retirement plans offer you a number of benefits, including the chance to defer investment income and capital gains. Contributions to a retirement plan also may be tax deductible. Custodial retirement accounts, including IRAs, Rollover IRAs, Roth IRAs, Simplified Employee Pension Plans (SEP-IRAs), and 403(b) Accounts for employees of tax-exempt institutions (including schools, hospitals and charitable organizations) require a special Account Application. Please call 1-800-326-2151 for assistance. State Street Bank and Trust Company acts as custodian for the Funds' tax-deferred accounts. Custodial accounts are subject to specific fees. You may open other types of tax-deferred accounts, including accounts established by a Plan Sponsor under Section 401(k) of the Internal Revenue Code for employee benefit plans, using the attached Account Application.
HOW TO EXCHANGE
You can exchange all or a portion of your shares between Funds within the same class, subject to the applicable minimum. You may not exchange from one class of shares to another class of shares of the same or a different Fund. There is no fee for exchanges. The exchange privilege is available only in states where shares of the Fund being acquired may legally be sold. Individual Funds may not be registered in each state. You should be aware that exchanges might produce a gain or loss, as the case may be, for tax purposes.
You can make exchanges in writing or by telephone, if applicable. Exchanges must be made between accounts that have the same name, address and tax identification number. Exchanges will be made at the per share net asset value of shares of such class next determined after the exchange request is received in good order by the Fund. If exchanging by telephone, you must call prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). The Transfer Agent will only honor a telephone exchange if you have elected the telephone exchange option on your Account Application.
Shares may not be exchanged by facsimile request or by electronic mail.
HOW TO REDEEM
You can directly redeem shares of a Fund by written request, by telephone and by automatic withdrawal. Redemptions will be made at the per share net asset value of such shares next determined after the redemption request is received in good order by the Fund.
Good order means that:
You have provided adequate instructions
There are no outstanding claims against your account
There are no transaction limitations on your account
Your request includes a signature guarantee (see Shareholder Account Policies ) if you:
Are selling over $10,000 worth of shares
Changed your account registration or address within the last 30 days
Instruct the transfer agent to mail the check to an address different from the one on your account
Want the check paid to someone other than the account owner(s)
Are transferring the sale proceeds to a Quant mutual fund account with a different registration
Are selling shares purchased over the Internet within 90 days and your bank account number has changed
27
QUANT FUNDS
The Transfer Agent will accept redemption requests only on days the NYSE is open. The Transfer Agent will not accept requests for redemptions that are subject to any special conditions or which specify a future or past effective date, except for certain notices of redemptions exceeding $250,000 (see Payment of Redemption Amount ).
Regardless of the method of redemption, for the first 90 days after the purchase of shares is made over the Internet, such shares will be paid only via ACH to the same bank account from which the payment to Quant Funds originated. If the bank account number changes during such 90 days, the shareholder must provide the Quant Funds with a signature guaranteed letter of instruction from a bank or a qualified broker/dealer changing the bank account number prior to such redemption.
Written Request for Redemption
You can redeem all or any portion of your shares by submitting a written request for redemption signed by each registered owner of the shares exactly as the shares are registered. The request must clearly identify the account number and the number of shares or the dollar amount to be redeemed.
If you redeem more than $10,000, or request that the redemption proceeds be paid to someone other than the shareholder of record, or sent to an address other than the address of record, your signature must be guaranteed . The use of signature guarantees is designed to protect both you and the Funds from the possibility of fraudulent requests for redemption. See Shareholder Account PoliciesSignature Guarantees and Other Requirements .
Shares may not be redeemed by facsimile request or by electronic mail.
Requests should be sent to:
Quant Funds
Attention: Transfer Agent
55 Old Bedford
Road
Lincoln, Massachusetts 01773
Telephone Redemption
If you have elected the telephone redemption option on your Account Application, you can redeem your shares by calling the Transfer Agent at 1-800-326-2151 provided that you have not changed your address of record within the last thirty days. You must make your redemption request prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). Once you make a telephone redemption request, you may not cancel it. The Funds, the Manager, the Distributor, and the Transfer Agent will not be liable for any loss or damage for acting in good faith on exchange or redemption instructions received by telephone reasonably believed to be genuine. The Funds employ reasonable procedures to confirm that instructions communicated by telephone are genuine. It is the Funds' policy to require some form of personal identification prior to acting upon instructions received by telephone, to provide written confirmation of all transactions effected by telephone, and to mail the proceeds of telephone redemptions only to the redeeming shareholder's address of record.
Automatic Withdrawal Plan
If you have a minimum of $10,000 in your account, you may request withdrawal of a specified dollar amount (a minimum of $100) on either a monthly, quarterly or annual basis. You may establish an Automatic Withdrawal Plan by completing the Automatic Withdrawal Form, which is available by calling 1-800-326-2151 . You may stop your Automatic Withdrawal Plan at any time. Additionally, the Funds or the Transfer Agent may choose to stop offering the Automatic Withdrawal Plan.
Redemption through Broker/Dealers and Other Financial Intermediaries
You may sell shares back to the Funds through any securities dealer with whom the Distributor has a sales agreement. You should contact your securities dealer for appropriate instructions and for information concerning any transaction or service fee that may be imposed by the securities dealer.
28
QUANT FUNDS
Shares also may be redeemed through financial service firms which are also securities dealers and which have a service agreement with the Distributor. The Funds have approved the acceptance of redemption requests effective as of the time of their receipt by certain authorized financial intermediaries or their designees as long as these orders are received by these entities prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern Time). Securities dealers and financial service firms are responsible for transmitting your order to the Funds in a timely manner. The Quant Funds reserve the right to adjust the closing time to coincide with an earlier closing of the NYSE or due to other unusual circumstances.
Payment of Redemption Amount
The Funds will generally send redemption proceeds, less a deferred sales charge of 1% for Ordinary Shares within three business days of the execution of a redemption request. However, if the shares to be redeemed represent an investment made by check or through the Automatic Investment Plan, the Funds reserve the right to hold the redemption check until monies have been collected by the Fund from the customers' bank.
The Funds may suspend this right of redemption and may postpone payment for more than seven days only when the NYSE is closed for other than customary weekends and holidays, or if permitted by the rules of the Securities and Exchange Commission during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Funds to dispose of their securities or to determine fairly the value of their net assets, or during any other period permitted by order of the Securities and Exchange Commission. As set forth in the Prospectus, the Funds may also delay payment of redemption proceeds from shares purchased by check until the check clears, which may take seven business days or longer.
Except as noted below, a deferred sales charge amounting to 1% of the value of the shares redeemed will be withheld from the redemption proceeds of Ordinary Shares and paid to the Distributor. The deferred sales charge is also imposed when you transfer your shares from an account maintained with the Fund that is subject to the deferred sales charge to an account maintained by a broker-dealer that is not subject to the deferred sales charge due to one of the exceptions cited below. Because of this deferred sales charge, prospective investors should purchase Ordinary Shares only as a long-term investment.
Deferred Sales Charge on Ordinary Shares. The deferred sales charge on Ordinary Shares is not imposed in the case of:
Involuntary redemptions imposed by the Fund
Redemptions of shares tendered for exchange
Redemptions of shares held by contributory plans qualified under Section 401(k) of the Internal Revenue Code
Redemptions of shares made by employees of the Manager or an affiliate
Redemptions of shares held in omnibus accounts maintained through NSCC pursuant to a written mutual fund program agreement
Redemptions of shares held in omnibus accounts maintained by no transaction fee ("NTF") programs of certain financial intermediaries pursuant to a written agreement between the financial intermediaries and the Fund, the Manager and/or the Distributor
Redemptions of shares through certain clearing arrangements pursuant to a written agreement between the financial intermediary and the Fund, the Manager and/or the Distributor
The deferred sales charge of 1% has been waived on shares of Foreign Value Fund received in exchange for shares of the State Street Research International Equity Fund. Additional information regarding circumstances under which the deferred sales charge is not imposed is available on the Quant Funds website at www.quantfunds.com.
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QUANT FUNDS
Redemption Fee on Institutional Shares
Prior to July 29, 2007, a 2% redemption fee was imposed on the full amount of any redemption of Institutional Shares redeemed within 60 days of purchase.
Redemptions in Excess of $250,000
The Funds have reserved the right to pay redemption proceeds by a distribution in-kind of portfolio securities (rather than cash). In the event that a Fund makes an in-kind distribution, you could incur brokerage and transaction charges when converting the securities to cash. The Funds do not expect to make in-kind distributions, and if they do, the Funds will pay, during any 90-day period, your redemption proceeds in cash up to either $250,000 or 1% of the Fund's net assets, whichever is less. The Funds will pay all of your redemption proceeds in cash if you provide the Funds with at least 30 days' notice before you plan to redeem. You must specify the dollar amount or number of shares to be redeemed and the date of the transaction, a minimum of 30 days after receipt of the instruction by the Funds. You may make the instruction by telephone if you have telephone redemption privileges; otherwise, your request must be in writing with all signatures guaranteed. If you make a request and subsequently cancel it, subsequent redemption requests may not all be paid in cash unless the subsequent request is at least 90 days after the date of the prior canceled redemption request.
CALCULATION OF NET ASSET VALUE
Net asset value for one Fund share is the value of that share's portion of all of the net assets in the Fund. A Fund calculates its net asset value by adding the value of the Fund's investments, cash, and other assets, subtracting its liabilities, and then dividing the result by the number of shares outstanding.
Net asset value per share of each class of shares of a Fund will be determined as of the close of trading on the NYSE (ordinarily 4:00 p.m., Eastern time) on each day on which the NYSE is open for trading. Currently, the NYSE is closed Saturdays, Sundays, and the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, the Fourth of July, Labor Day, Thanksgiving and Christmas. The Emerging Markets and Foreign Value Funds may invest in securities listed on foreign exchanges that trade on days on which those Funds do not compute net asset value (i.e., Saturdays, Sundays and Exchange holidays) and the net asset value of shares of those Funds may be significantly affected on such days.
The Funds' assets are valued primarily on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the market value has been materially affected by events occurring after the closing of an exchange or market and before the calculation of a Fund's net asset value (a significant event), at fair value as determined in good faith in accordance with procedures approved by the Trustees. Other significant events which may materially affect market values may include a halt in trading for an individual security, significant fluctuations in domestic or foreign markets, or the unexpected close of a securities exchange or market as a result of natural disaster, an act of terrorism or significant governmental action. For certain securities, where no sales have been reported, the Fund may value such securities at the last reported bid price. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost.
Generally, Emerging Markets Fund and Foreign Value Fund hold securities that are primarily listed and traded on a foreign exchange. Funds holding foreign securities translate values for any portfolio investments quoted in foreign currencies into U.S. dollars using currency exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect a Fund's net asset value. Because foreign markets may be open at different times than the NYSE, the value of a Fund's shares may change on days when shareholders are not able to buy or sell them. Many securities markets and exchanges outside the U.S. close before the close of the NYSE and before the time the net asset value for a Fund is calculated. Occasionally, events affecting the value of foreign securities or currencies may occur between the close of the market on which the security trades and the close of the NYSE which will not be reflected in the computation of a Fund's net asset value. If events materially affecting the value of a Fund's securities occur during such a period, then such securities may be valued at their fair value as determined in good faith in accordance with procedures approved by the Trustees.
30
QUANT FUNDS
SHAREHOLDER SERVICES
How to Reach Us
By Mail: |
Quantitative
Institutional Services
55 Old Bedford Road, Lincoln, MA 01773 |
By Telephone:
800-326-2151
On the Internet: www.quantfunds.com |
|||||||||
Quant Funds Website www.quantfunds.com
You can use the website to get:
Your current account information
Returns of all publicly available Quant mutual funds
Prospectuses for the Quant mutual funds
A copy of Quant Funds' privacy notice
Household Delivery of Fund Documents
With your consent, Quant may send a single proxy statement, prospectus and shareholder report to your residence for you and any other member of your household who has an account with the Quant Funds. If you wish to revoke your consent to this practice, you may do so by notifying Quant, by phone or in writing (see "How to contact us"). Quant will begin mailing separate proxy statements, prospectuses and shareholder reports to you within 30 days after receiving your notice.
Confirmation Statements
The transfer agent maintains an account for each investment firm or individual shareholder and records all account transactions. You will be sent confirmation statements showing the details of your transactions as they occur.
Privacy
The Quant Funds have a policy that protects the privacy of your personal information. A copy of Quant Funds' privacy notice was given to you at the time you opened your account. Quant Funds will send you a copy of the privacy notice each year. You may also obtain the privacy notice by calling the transfer agent or through the Quant Funds' website.
Tax information
In January of each year, the Fund will mail you information about the tax status of the dividends and distributions, if any, paid to you by the Fund.
SHAREHOLDER ACCOUNT POLICIES
Exchange limitation
Quant Funds do not currently limit the number of exchange transactions you may make each year; however, the Funds intend to actively discourage short-term trading in Fund shares because frequent trading can increase the expenses incurred by the Fund and make portfolio management less efficient. Short-term trading will be treated as described in Excessive Trading .
Excessive Trading
Frequent trading into and out of a Fund can disrupt portfolio management strategies, harm Fund performance by forcing the Fund to hold excess cash or to liquidate certain portfolio securities prematurely and increase expenses for all investors, including long-term investors who do not generate these costs. An investor may use short-term trading as a strategy, for example, if the investor believes that the valuation of a Fund's portfolio securities for purposes
31
QUANT FUNDS
of calculating its net asset value does not fully reflect the then current fair market value of those holdings. Funds investing in securities that may require special valuation processes (such as foreign securities or small cap securities) may have increased exposure to the risks of short term trading.
Each of the Quant Funds discourages, and does not take any intentional action to accommodate, excessive and short-term trading practices, such as market timing. Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, we may consider trading in a Fund's shares to be excessive for a variety of reasons, such as if:
You sell shares within a short period of time after the shares were purchased;
You make two or more purchases and redemptions within a short period of time;
You enter into a series of transactions that is indicative of a timing pattern or strategy; or
We reasonably believe that you have engaged in such practices in connection with other mutual funds.
The Quant Funds' Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptions of Quant Fund shares by Fund investors. Pursuant to these policies and procedures, we monitor selected trades on a daily basis in an effort to detect excessive short-term trading. If we determine that an investor or a client of a broker has engaged in excessive short-term trading that we believe may be harmful to a Fund, we will ask the investor or broker to cease such activity and we will refuse to process purchase orders (including purchases by exchange) of such investor, broker or accounts that we believe are under their control. In determining whether to take such actions, we seek to act in a manner that is consistent with the best interests of each Fund's shareholders. While we use our reasonable efforts to detect excessive trading activity, there can be no assurance that our efforts will be successful or that market timers will not employ tactics designed to evade detection. If we are not successful, your return from an investment in a Fund may be adversely affected.
Frequently, Quant Fund shares are held through omnibus accounts maintained by financial intermediaries such as brokers and retirement plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular broker, are aggregated. Our ability to monitor trading practices by investors purchasing shares through omnibus accounts is limited and dependent upon the cooperation of the financial intermediary in observing the Quant Funds' policies.
Each Quant Fund may reject: (i) a purchase or exchange order before its acceptance or (ii) an order prior to issuance of shares. The Fund may also restrict additional purchases or exchanges in an account. Each of these steps may be taken, for any reason, without prior notice, including transactions that a Fund believes are requested on behalf of market timers. Each Quant Fund reserves the right to reject any purchase request by any investor or financial institution if the Fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the Fund. A prospective investor whose purchase or exchange order is rejected will not achieve the investment results, whether gain or loss, that would have been realized if the order were accepted and an investment made in the Fund. The Fund and its shareholders do not incur any gain or loss as a result of a rejected order.
The Quant Funds and their agents may make exceptions to these policies if, in their judgment, a transaction does not represent excessive trading or interfere with the efficient management of a Fund's portfolio, such as purchases made through systematic purchase plans or payroll contributions.
The Quant Funds may impose further restrictions on trading activities by market timers in the future. The Funds' prospectus will be amended or supplemented to reflect any material additional restrictions on trading activities intended to prevent excessive trading.
32
QUANT FUNDS
Medallion signature guarantees and other requirements
You are required to obtain a medallion signature guarantee when you are:
Requesting certain types of exchanges or sales of fund shares
Requesting certain types of changes for your existing account
You can obtain a signature guarantee from most broker-dealers, banks, credit unions (if authorized under state law) and federal savings and loan associations. You cannot obtain a signature guarantee from a notary public.
The Quant Funds will accept only medallion signature guarantees. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution that is participating in a medallion program recognized by the Securities Transfer Association. Signature guarantees from financial institutions that are not participating in one of these programs are not accepted. Fiduciaries and corporations are required to submit additional documents to sell fund shares.
Minimum Account Size
Each Quant Fund requires that you maintain a minimum account size, currently 50 shares for Ordinary Shares and 5,000 shares for Institutional Shares. If you hold fewer than the required minimum number of shares in your account, the Fund reserves the right to notify you that it intends to sell your shares and close your account. You will be given 30 days from the date of the notice to make additional investments to avoid having your shares sold and your account closed. This policy does not apply to certain qualified retirement plan accounts.
Telephone and Website Access
You may have difficulty contacting the Quant Funds by telephone or accessing quantfunds.com during times of market volatility or disruption in telephone or Internet service. On NYSE holidays or on days when the exchange closes early, Quant will adjust the hours for the telephone center and for online transaction processing accordingly. If you are unable to access the Quant Funds' website, www.quantfunds.com, or reach the Quant Funds by telephone, you should communicate with the Fund in writing.
Share Certificates
The Quant Funds do not offer share certificates. Shares are electronically recorded.
OTHER POLICIES
Each of the Quant Funds and the Distributor reserve the right to:
charge a fee for exchanges or to modify, limit or suspend the exchange privilege at any time without notice. Each Fund will provide 60 days' notice of material amendments to or termination of the exchange privilege.
revise, suspend, limit or terminate the account options or services available to shareholders at any time, except as required by the rules of the Securities and Exchange Commission.
charge a fee for wire transfers of redemption proceeds or other similar transaction processing fees.
Each of the Quant Funds reserve the right to:
suspend transactions in Fund shares when trading on the NYSE is closed or restricted, when the Securities and Exchange Commission determines an emergency or other circumstances exist that make it impracticable for the Funds to sell or value their portfolio securities.
redeem in kind by delivering to you portfolio securities owned by the Fund rather than cash. Securities you receive this way may increase or decrease in value while you hold them and you may incur brokerage and transaction charges and tax liability when you convert the securities to cash.
33
QUANT FUNDS
Disclosure of Portfolio Holdings
The Quant Funds have established a policy with respect to the disclosure of Fund portfolio holdings. A description of this policy is provided in the Funds' SAI. In addition, the following information is generally available to you on the Funds' website at www.quantfunds.com:
Information | Approximate Date of Posting to Website | ||||||
Fund's top 10 holdings as of each quarter end | 14 days after quarter end | ||||||
Fund's full securities holdings as of each quarter end | 30 days after quarter end | ||||||
Note that the Quant Funds or its agents may suspend the posting of this information or modify the elements of this web posting policy without notice to shareholders. Once posted, the above information will remain available on the website until at least the date on which the Quant Funds file a Form N-CSR or Form N-Q for the period that includes the date as of which the information is current.
DIVIDENDS, DISTRIBUTIONS, AND TAXATION
Dividends and Distributions
Each Fund's policy is to pay at least annually as dividends substantially all of its net investment income and to distribute annually substantially all of its net realized capital gains, if any, after giving effect to any available capital loss carryover. Normally, distributions are made once a year in December.
Unless you elect otherwise, all distributions will be automatically reinvested in additional shares of the Fund you own. You may also elect to have dividends, capital gains, or both paid in cash. You will be sent a check for your dividends, capital gains and other distributions if the total distribution is at least ten dollars. If the distribution is less than ten dollars, it may be automatically reinvested in additional shares of the same class of the Fund you own. All distributions, whether received in shares or cash, are taxable and must be reported by you on federal income tax returns.
Taxation
The following discussion is very general. You are urged to consult your tax adviser regarding the effect that an investment in the Funds may have on your particular tax situation.
Taxability of Distributions
You will normally have to pay federal income taxes, and any state or local taxes, on the distributions you receive from the Funds, whether you take the distributions in cash or reinvest them in additional shares. Distributions designated as capital gain dividends are taxable as long-term capital gains. If a portion of a Fund's income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the dividends received deduction for corporate shareholders. Other distributions are generally taxable as ordinary income. Each Fund expects that the majority of its distributions will be designated as capital gains, however the proportion of such distributions may vary. Some dividends paid in January may be taxable as if they had been paid the previous December.
The Form 1099 that is mailed to you every January details your distributions and how they are treated for federal tax purposes. Fund distributions will reduce a Fund's net asset value per share. Therefore, if you buy shares shortly before the record date of a distribution, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution.
If you are neither a citizen nor a resident of the U.S., the Funds will withhold U.S. federal income tax at the rate of 30% on taxable dividends and other payments that are subject to such withholding. You may be able to arrange for a lower withholding rate under an applicable tax treaty if you supply the appropriate documentation required by the Funds. The Funds are also required in certain circumstances to apply backup withholding at the rate of 28% on taxable dividends and redemption proceeds paid to any shareholder (including a shareholder who is neither a citizen
34
QUANT FUNDS
nor a resident of the U.S.) who does not furnish to the Fund certain information and certifications or who is otherwise subject to backup withholding. Backup withholding will not, however, be applied to payments that have been subject to 30% withholding. Prospective investors should read the Funds' Account Application for additional information regarding backup withholding of federal income tax.
Taxability of Transactions
When you redeem, sell or exchange shares, it is generally considered a taxable event for you. Depending on the purchase price and the sale price of the shares you redeem, sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transaction.
Further information relating to tax consequences is contained in the Statement of Additional Information. Fund distributions also may be subject to state, local and foreign taxes.
35
QUANT FUNDS
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand each Fund's recent financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns represent the rate that an investor would have earned or lost on an investment in the Fund, assuming reinvestment of all dividends and distributions. This information has been derived from the Funds' financial statements, which have been audited by PricewaterhouseCoopers LLP. Its report and each Fund's financial statements are included in the Funds' annual report to shareholders, which is available upon request.
Quant Small Cap Fund Financial Highlights
(For a share outstanding throughout each period)
Ordinary Shares | Institutional Shares | ||||||||||||||||||||||||||||||||||||||||||
Years Ending March 31, | Years Ending March 31, | ||||||||||||||||||||||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||||||||||||||
Net Asset Value,
Beginning of
Period |
$ | 22.99 | $ | 21.13 | $ | 19.93 | $ | 12.44 | $ | 18.71 | $ | 25.39 | $ | 22.96 | $ | 21.48 | $ | 13.34 | $ | 19.88 | |||||||||||||||||||||||
Income from
Investment
Operations: |
|||||||||||||||||||||||||||||||||||||||||||
Net investment
income
(loss) (a)(b)(c) |
(0.19 | ) | (0.22 | ) | (0.24 | ) | (0.19 | ) | (0.12 | ) | (0.08 | ) | (0.12 | ) | (0.14 | ) | (0.11 | ) | (0.05 | ) | |||||||||||||||||||||||
Net realized and
unrealized
gain/(loss) on securities |
2.91 | 5.16 | 2.18 | 7.68 | (5.32 | ) | 3.23 | 5.63 | 2.36 | 8.25 | (5.66 | ) | |||||||||||||||||||||||||||||||
Total from Investment Operations | 2.72 | 4.94 | 1.94 | 7.49 | (5.44 | ) | 3.15 | 5.51 | 2.22 | 8.14 | (5.71 | ) | |||||||||||||||||||||||||||||||
Less Distributions: | |||||||||||||||||||||||||||||||||||||||||||
Dividends from
net investment
income |
| | | | | | | | | | |||||||||||||||||||||||||||||||||
Distributions
from realized
capital gains |
(1.83 | ) | (3.08 | ) | (0.74 | ) | | (0.83 | ) | (1.83 | ) | (3.08 | ) | (0.74 | ) | | (0.83 | ) | |||||||||||||||||||||||||
Total Distributions | (1.83 | ) | (3.08 | ) | (0.74 | ) | | (0.83 | ) | (1.83 | ) | (3.08 | ) | (0.74 | ) | | (0.83 | ) | |||||||||||||||||||||||||
Net Asset Value, End of Period | $ | 23.88 | $ | 22.99 | $ | 21.13 | $ | 19.93 | $ | 12.44 | $ | 26.71 | $ | 25.39 | $ | 22.96 | $ | 21.48 | $ | 13.34 | |||||||||||||||||||||||
Total Return (d) | 12.01 | % | 24.51 | % | 9.76 | % | 60.21 | % | (29.24 | )% | 12.58 | % | 25.06 | % | 10.37 | % | 61.02 | % | (28.87 | )% | |||||||||||||||||||||||
Net Assets, End of Period (000's) | $ | 124,998 | $ | 98,879 | $ | 80,199 | $ | 69,851 | $ | 42,545 | $ | 12,400 | $ | 12,298 | $ | 9,616 | $ | 8,089 | $ | 5,459 | |||||||||||||||||||||||
Ratios and Supplemental Data: | |||||||||||||||||||||||||||||||||||||||||||
Ratios of
expenses to average
net assets: (e) |
|||||||||||||||||||||||||||||||||||||||||||
Excluding credits | 1.82 | % | 1.88 | % | 1.98 | % | 2.00 | % | 2.04 | % | 1.31 | % | 1.38 | % | 1.48 | % | 1.50 | % | 1.54 | % | |||||||||||||||||||||||
Gross | 1.82 | % | 1.88 | % | 1.98 | % | 2.00 | % | 2.04 | % | 1.31 | % | 1.38 | % | 1.48 | % | 1.50 | % | 1.54 | % | |||||||||||||||||||||||
Including custody credits | 1.82 | % | 1.88 | % | 1.98 | % | 2.00 | % | 2.04 | % | 1.31 | % | 1.38 | % | 1.48 | % | 1.50 | % | 1.54 | % | |||||||||||||||||||||||
Ratio of net
investment income
(loss) to average net assets (c) |
(0.80 | )% | (1.00 | )% | (1.17 | )% | (1.13 | )% | (0.81 | )% | (0.30 | )% | (0.50 | )% | (0.65 | )% | (0.63 | )% | (0.31 | )% | |||||||||||||||||||||||
Portfolio Turnover | 41 | % | 57 | % | 43 | % | 67 | % | 62 | % | 41 | % | 57 | % | 43 | % | 67 | % | 62 | % |
(a) Per share numbers have been calculated using the average shares method.
(b) Reflects expense waivers/reimbursements and reductions in effect during the period.
(c) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise taxes.
(d) Total Return does not include the deferred sales charge of 1% for the Ordinary Shares. The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.
(e) Ratios of expenses to average net assets:
Excluding Credits (total expenses less fee waivers and reimbursements by the investment advisor, if any).
Gross (total expenses excluding account fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
Including Credits (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
36
QUANT FUNDS
Quant Long/Short Fund Financial Highlights
(For a share outstanding throughout each period)
Ordinary Shares | Institutional Shares | ||||||||||||||||||||||||||||||||||||||||||
Years Ended March 31, | Years Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||||||||||||||
Net Asset Value,
Beginning
of Period |
$ | 14.76 | $ | 12.88 | $ | 12.19 | $ | 9.58 | $ | 12.87 | $ | 15.40 | $ | 13.43 | $ | 12.65 | $ | 9.90 | $ | 13.23 | |||||||||||||||||||||||
Income from
Investment
Operations: |
|||||||||||||||||||||||||||||||||||||||||||
Net investment
income
(loss) (a)(b)(c) |
(0.02 | ) | 0.03 | 0.01 | (0.02 | ) | (0.06 | ) | 0.06 | 0.10 | 0.07 | 0.03 | (0.01 | ) | |||||||||||||||||||||||||||||
Net realized and
unrealized
gain/(loss) on securities |
2.33 | 1.86 | 0.68 | 2.63 | (3.23 | ) | 2.44 | 1.94 | 0.71 | 2.72 | (3.32 | ) | |||||||||||||||||||||||||||||||
Total from Investment Operations | 2.31 | 1.89 | 0.69 | 2.61 | (3.29 | ) | 2.50 | 2.04 | 0.78 | 2.75 | (3.33 | ) | |||||||||||||||||||||||||||||||
Less Distributions: | |||||||||||||||||||||||||||||||||||||||||||
Dividends from
net investment
income |
(0.03 | ) | (0.01 | ) | | | | (0.10 | ) | (0.07 | ) | | | | |||||||||||||||||||||||||||||
Distributions
from realized
capital gains |
| | | | | | | | | | |||||||||||||||||||||||||||||||||
Total Distributions | (0.03 | ) | (0.01 | ) | | | | (0.10 | ) | (0.07 | ) | | | | |||||||||||||||||||||||||||||
Net Asset Value, End of Period | $ | 17.04 | $ | 14.76 | $ | 12.88 | $ | 12.19 | $ | 9.58 | $ | 17.80 | $ | 15.40 | $ | 13.43 | $ | 12.65 | $ | 9.90 | |||||||||||||||||||||||
Total Return (d) | 15.63 | % | 14.67 | % | 5.66 | % | 27.24 | % | (25.56 | )% | 16.22 | % | 15.19 | % | 6.17 | % | 27.28 | % | (25.17 | )% | |||||||||||||||||||||||
Net Assets, End of Period (000's) | $ | 75,376 | $ | 59,975 | $ | 46,015 | $ | 43,463 | $ | 36,484 | $ | 1,279 | $ | 984 | $ | 825 | $ | 747 | $ | 590 | |||||||||||||||||||||||
Ratios and Supplemental Data: | |||||||||||||||||||||||||||||||||||||||||||
Ratios of
expenses to average
net assets: (e) |
|||||||||||||||||||||||||||||||||||||||||||
Excluding credits | 1.74 | % | 1.65 | % | 1.77 | % | 1.81 | % | 1.79 | % | 1.25 | % | 1.16 | % | 1.27 | % | 1.31 | % | 1.29 | % | |||||||||||||||||||||||
Gross | 1.74 | % | 1.65 | % | 1.77 | % | 1.81 | % | 1.79 | % | 1.25 | % | 1.16 | % | 1.27 | % | 1.31 | % | 1.29 | % | |||||||||||||||||||||||
Including custody credits | 1.71 | % | 1.61 | % | 1.76 | % | 1.80 | % | 1.76 | % | 1.22 | % | 1.11 | % | 1.26 | % | 1.30 | % | 1.26 | % | |||||||||||||||||||||||
Ratio of net
investment income
(loss) to average net assets (c) |
(0.14 | )% | 0.21 | % | 0.08 | % | (0.20 | )% | (0.61 | )% | 0.35 | % | 0.71 | % | 0.54 | % | 0.30 | % | (0.13 | )% | |||||||||||||||||||||||
Portfolio Turnover | 83 | %(f) | 105 | % | 160 | % | 180 | % | 36 | % | 83 | %(f) | 105 | % | 160 | % | 180 | % | 36 | % |
(a) Per share numbers have been calculated using the average shares method.
(b) Reflects expense waivers/reimbursements and reductions in effect during the period.
(c) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise taxes.
(d) Total Return does not include the deferred sales charge of 1% for the Ordinary Shares. The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.
(e) Ratios of expenses to average net assets:
Excluding Credits (total expenses less fee waivers and reimbursements by the investment advisor, if any).
Gross (total expenses excluding account fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
Including Credits (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
(f) Portfolio turnover is calculated on long secuity positions only. Short positions are generally held for less than one year.
37
QUANT FUNDS
Quant Emerging Markets Fund Financial Highlights
(For a share outstanding throughout each period)
Ordinary Shares | Institutional Shares | ||||||||||||||||||||||||||||||||||||||||||
Years Ended March 31, | Years Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||||||||||||||
Net Asset Value,
Beginning of
Period |
$ | 19.85 | $ | 14.23 | $ | 12.71 | $ | 6.12 | $ | 7.24 | $ | 20.11 | $ | 14.39 | $ | 12.82 | $ | 6.17 | $ | 7.30 | |||||||||||||||||||||||
Income from
Investment
Operations: |
|||||||||||||||||||||||||||||||||||||||||||
Net investment
income
(loss) (a)(b)(c) |
0.16 | 0.21 | 0.14 | 0.04 | 0.06 | 0.21 | 0.29 | 0.24 | 0.04 | 0.07 | |||||||||||||||||||||||||||||||||
Net realized and
unrealized
gain/(loss) on securities |
4.02 | 6.28 | 1.86 | 6.58 | (1.14 | ) | 4.08 | 6.35 | 1.84 | 6.68 | (1.13 | ) | |||||||||||||||||||||||||||||||
Total from Investment Operations | 4.18 | 6.49 | 2.00 | 6.62 | (1.08 | ) | 4.29 | 6.64 | 2.08 | 6.72 | (1.06 | ) | |||||||||||||||||||||||||||||||
Less Distributions: | |||||||||||||||||||||||||||||||||||||||||||
Dividends from
net investment
income |
(0.22 | ) | (0.22 | ) | (0.20 | ) | (0.03 | ) | (0.04 | ) | (0.26 | ) | (0.27 | ) | (0.23 | ) | (0.07 | ) | (0.07 | ) | |||||||||||||||||||||||
Distributions
from realized
capital gains |
(0.47 | ) | (0.65 | ) | (0.28 | ) | | | (0.47 | ) | (0.65 | ) | (0.28 | ) | | | |||||||||||||||||||||||||||
Total Distributions | (0.69 | ) | (0.87 | ) | (0.48 | ) | (0.03 | ) | (0.04 | ) | (0.73 | ) | (0.92 | ) | (0.51 | ) | (0.07 | ) | (0.07 | ) | |||||||||||||||||||||||
Net Asset Value, End of Period | $ | 23.34 | $ | 19.85 | $ | 14.23 | $ | 12.71 | $ | 6.12 | $ | 23.67 | $ | 20.11 | $ | 14.39 | $ | 12.82 | $ | 6.17 | |||||||||||||||||||||||
Total Return (d) | 21.36 | % | 46.77 | % | 15.89 | % | 108.18 | % | (14.97 | )% | 21.68 | % | 47.39 | % | 16.42 | % | 109.05 | % | (14.58 | )% | |||||||||||||||||||||||
Net Assets, End of Period (000's) | $ | 276,698 | $ | 144,088 | $ | 61,681 | $ | 39,977 | $ | 11,207 | $ | 12,759 | $ | 1,707 | $ | 1,082 | $ | 2,365 | $ | 282 | |||||||||||||||||||||||
Ratios and Supplemental Data: | |||||||||||||||||||||||||||||||||||||||||||
Ratios of
expenses to average
net assets: (e) |
|||||||||||||||||||||||||||||||||||||||||||
Excluding credits | 1.67 | % | 1.83 | % | 1.96 | % | 2.07 | % | 2.30 | % | 1.41 | % | 1.45 | % | 1.46 | % | 1.57 | % | 1.80 | % | |||||||||||||||||||||||
Gross | 1.67 | % | 1.83 | % | 1.96 | % | 2.07 | % | 2.46 | % | 1.41 | % | 1.45 | % | 1.46 | % | 1.57 | % | 1.96 | % | |||||||||||||||||||||||
Including custody credits | 1.67 | % | 1.83 | % | 1.96 | % | 2.07 | % | 2.29 | % | 1.41 | % | 1.45 | % | 1.46 | % | 1.57 | % | 1.79 | % | |||||||||||||||||||||||
Ratio of net
investment income
(loss) to average net assets (c) |
0.77 | % | 1.23 | % | 1.12 | % | 0.39 | % | 0.88 | % | 1.02 | % | 1.75 | % | 1.84 | % | 0.36 | % | 1.22 | % | |||||||||||||||||||||||
Portfolio Turnover | 24 | % | 34 | % | 53 | % | 45 | % | 150 | % | 24 | % | 34 | % | 53 | % | 45 | % | 150 | % |
(a) Per share numbers have been calculated using the average shares method.
(b) Reflects expense waivers/reimbursements and reductions in effect during the period.
(c) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise taxes.
(d) Total Return does not include the deferred sales charge of 1% for the Ordinary Shares. The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.
(e) Ratios of expenses to average net assets:
Excluding Credits (total expenses less fee waivers and reimbursements by the investment advisor, if any).
Gross (total expenses excluding account fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
Including Credits (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
38
QUANT FUNDS
Quant Foreign Value Fund Financial Highlights
(For a share outstanding throughout each period)
Ordinary Shares | Institutional Shares | ||||||||||||||||||||||||||||||||||||||||||
Years Ended March 31, | Years Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||||||||||||||
Net Asset Value,
Beginning of Period |
$ | 19.91 | $ | 15.92 | $ | 13.50 | $ | 7.80 | $ | 9.67 | $ | 20.01 | $ | 15.98 | $ | 13.53 | $ | 7.83 | $ | 9.72 | |||||||||||||||||||||||
Income from
Investment
Operations: |
|||||||||||||||||||||||||||||||||||||||||||
Net investment
income
(loss) (a)(b)(c) |
0.18 | 0.24 | (f) | 0.15 | 0.22 | 0.10 | 0.25 | 0.29 | (g) | 0.17 | 0.30 | 0.12 | |||||||||||||||||||||||||||||||
Net realized and
unrealized
gain/(loss) on securities |
4.12 | 3.96 | 2.66 | 5.60 | (1.91 | ) | 4.12 | 3.98 | 2.70 | 5.56 | (1.92 | ) | |||||||||||||||||||||||||||||||
Total from
Investment
Operations |
4.30 | 4.20 | 2.81 | 5.82 | (1.81 | ) | 4.37 | 4.27 | 2.87 | 5.86 | (1.80 | ) | |||||||||||||||||||||||||||||||
Less Distributions: | |||||||||||||||||||||||||||||||||||||||||||
Dividends from
net
investment income |
(0.07 | ) | (0.13 | ) | (0.12 | ) | (0.12 | ) | (0.06 | ) | (0.12 | ) | (0.16 | ) | (0.15 | ) | (0.16 | ) | (0.09 | ) | |||||||||||||||||||||||
Distributions
from
realized capital gains |
(1.07 | ) | (0.08 | ) | (0.27 | ) | | | (1.07 | ) | (0.08 | ) | (0.27 | ) | | | |||||||||||||||||||||||||||
Total Distributions | (1.14 | ) | (0.21 | ) | (0.39 | ) | (0.12 | ) | (0.06 | ) | (1.19 | ) | (0.24 | ) | (0.42 | ) | (0.16 | ) | (0.09 | ) | |||||||||||||||||||||||
Net Asset Value,
End of Period |
$ | 23.07 | $ | 19.91 | $ | 15.92 | $ | 13.50 | $ | 7.80 | $ | 23.19 | $ | 20.01 | $ | 15.98 | $ | 13.53 | $ | 7.83 | |||||||||||||||||||||||
Total Return (d) | 22.08 | % | 26.59 | % | 20.99 | % | 74.77 | % | (18.80 | )% | 22.37 | % | 26.96 | % | 21.35 | % | 75.07 | % | (18.62 | )% | |||||||||||||||||||||||
Net Assets,
End of Period (000's) |
$ | 778,104 | $ | 441,614 | $ | 202,655 | $ | 88,425 | $ | 29,468 | $ | 115,200 | $ | 30,972 | $ | 21,317 | $ | 11,875 | $ | 862 | |||||||||||||||||||||||
Ratios and Supplemental Data: | |||||||||||||||||||||||||||||||||||||||||||
Ratios of
expenses to
average net assets: (e) |
|||||||||||||||||||||||||||||||||||||||||||
Excluding credits | 1.60 | % | 1.69 | % | 1.80 | % | 1.81 | % | 1.93 | % | 1.35 | % | 1.45 | % | 1.55 | % | 1.56 | % | 1.68 | % | |||||||||||||||||||||||
Gross | 1.60 | % | 1.69 | % | 1.80 | % | 1.81 | % | 1.93 | % | 1.35 | % | 1.45 | % | 1.55 | % | 1.56 | % | 1.68 | % | |||||||||||||||||||||||
Including custody credits | 1.60 | % | 1.69 | % | 1.80 | % | 1.81 | % | 1.93 | % | 1.35 | % | 1.45 | % | 1.55 | % | 1.56 | % | 1.68 | % | |||||||||||||||||||||||
Ratio of net
investment
income (loss) to average net assets (c) |
0.88 | % | 1.41 | %(f) | 1.04 | % | 1.90 | % | 1.20 | % | 1.13 | % | 1.70 | %(g) | 1.22 | % | 2.52 | % | 1.40 | % | |||||||||||||||||||||||
Portfolio Turnover | 19 | % | 29 | % | 10 | % | 48 | % | 7 | % | 19 | % | 29 | % | 10 | % | 48 | % | 7 | % |
(a) Per share numbers have been calculated using the average shares method.
(b) Reflects expense waivers/reimbursements and reductions in effect during the period.
(c) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets reflect net investment income prior to certain reclassifications for federal income or excise taxes.
(d) Total Return does not include the deferred sales charge of 1% for the Ordinary Shares. The total return would have been lower if certain fees had not been waived or if custodial fees had not been reduced by credits allowed by the custodian.
(e) Ratios of expenses to average net assets:
Excluding Credits (total expenses less fee waivers and reimbursements by the investment advisor, if any).
Gross (total expenses excluding account fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
Including Credits (total expenses less fee waivers, reimbursements by the investment advisor, and custody earnings credits, if any).
(f) Includes non-recurring income of $277,072.
(g) Includes non-recurring income of $22,928.
39
QUANT FUNDS
Notes
QUANT FUNDS
Notes
QUANT FUNDS
Notes
QUANT FUNDS
Notes
QUANT FUNDS
OBTAINING ADDITIONAL INFORMATION
More information about the Quant Funds may be obtained free upon request.
The Quant Funds' Statement of Additional Information (SAI) and annual and semi-annual reports to shareholders include additional information about the Funds. The Funds' annual report discusses the market conditions and investment strategies that significantly affected each Fund's performance during its last fiscal years. The SAI, the Fund's financial statements and the auditor's report on the financial statements included in the Funds' most recent annual report to shareholders, are incorporated by reference into this Prospectus, which means they are part of this prospectus for legal purposes. The Funds' also file their complete schedules of portfolio holdings with the Securities and Exchange Commission (SEC) for the 1st and 3rd quarters of each fiscal year on Form N-Q. The Funds' most recent portfolio holdings, as filed on Form N-Q, are also available at www.quantfunds.com.
If you have questions about the Quant Funds or your account, or you wish to obtain free copies of the Funds' current SAI or annual or semi annual reports, please contact your financial adviser or contact us by mail, by telephone or on the Internet.
By Mail: |
Quantitative
Institutional Services
55 Old Bedford Road, Lincoln, MA 01773 |
By Telephone:
800-326-2151
On the Internet: www.quantfunds.com |
|||||||||
You may review and obtain copies of the Quant Funds' SAI, financial reports, Forms N-Q and other information at the SEC's Public Reference Room in Washington, D.C. You may also access reports and other information about the Funds on the EDGAR database on the SEC's Internet site at http://www.sec.gov. You may get copies of this information, after payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. Please call the SEC at 1-202-942-8090 for information about the operation of the Public Reference Room. You may need to refer to the Funds' file number.
SEC 1940 Act File #811-3790.
Distributed by U.S. Boston Capital Corporation, member NASD, SIPC
QUANT FUNDS
SERVICE PROVIDERS
Manager | Quantitative Advisors, 55 Old Bedford Road, Lincoln, MA 01773 | ||||||
Advisers |
Columbia
Partners, L.L.C., Investment Management, 5425 Wisconsin Avenue, Suite 700,
Chevy Chase. MD 20815
SSgA Funds Management, Inc., State Street Financial Center, One Lincoln Street, Boston, MA 02111 PanAgora Asset Management, Inc., 260 Franklin Street, Boston, MA 02110 Polaris Capital Management, Inc., 125 Summer Street, Boston, MA 02110 |
||||||
Distributor | U.S. Boston Capital Corporation, 55 Old Bedford Road, Lincoln, MA 01773 | ||||||
Custodian | State Street Kansas City, 801 Pennsylvania Avenue, Kansas City, MO 64105 | ||||||
Fund Accountant | State Street Kansas City, 801 Pennsylvania Avenue, Kansas City, MO 64105 | ||||||
Transfer Agent | Quantitative Institutional Services, 55 Old Bedford Road, Lincoln, MA 01773 | ||||||
Independent Registered Public Accounting Firm | PricewaterhouseCoopers LLP, 1055 Broadway, 10th Floor, Kansas City, MO 64105 | ||||||
Legal Counsel | Kirkpatrick & Lockhart Preston Gates Ellis LLP, State Street Financial Center, One Lincoln Street, Boston, MA 02111 | ||||||
For Account Information | For Quant Funds information, contact your financial adviser or, if you receive account statements directly from Quant Funds, you can also call 1-800-326-2151. Telephone representatives are available from 9:00 a.m. to 5:00 p.m. Eastern Time. Or visit our web site, www.quantfunds.com. | ||||||
This page is not part of the prospectus.
55 Old Bedford Road
Lincoln, MA
01773
www.quantfunds.com
Address Service Requested
©
2007 U.S. Boston Capital Corporation
Distributor of the Quant Funds
Member NASD, SIPC
This page is not part of the prospectus.
QUANT FUNDS
PROSPECTUS
July 30, 2007
Class A Shares
U.S. Equity Funds
Quant Small Cap Fund
Quant Long/Short Fund
International Equity Funds
Quant Emerging Markets Fund
Quant Foreign Value Fund
1
Quant Fund logo
Class A Shares
PROSPECTUS
July 30, 2007
Quant Small Cap Fund
Quant Long/Short Fund
Quant Emerging Markets Fund
Quant Foreign Value Fund
TABLE OF CONTENTS
Basic Information about the Funds |
3 |
Summary of Fees and Expenses |
12 |
Non-Principal Investment Policies and Related Risks |
13 |
Management of the Funds |
14 |
How to Invest |
18 |
How to Exchange |
24 |
How to Redeem |
24 |
Calculation of Net Asset Value |
26 |
Shareholder Services |
27 |
Shareholder Account Policies |
28 |
Other Policies |
30 |
Dividends, Distributions and Taxation |
30 |
Financial Highlights |
32 |
|
|
An investment in a Quant Fund is NOT a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
A Quant Fund may not achieve its goals and is not intended as a complete investment program. Contact your investment professional to discuss how each Fund fits into your portfolio.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE FUNDS SHARES OR DETERMINED WHETHER THE INFORMATION IN THIS PROSPECTUS IS COMPLETE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.
2
BASIC INFORMATION ABOUT THE FUNDS
Quant Small Cap Fund
Investment Objective
Maximum long-term capital appreciation.
Principal Investment Strategies
Under normal market conditions, Small Cap Fund invests at least 80% of its total assets in common stocks. Small Cap Fund will invest at least 80% of its total assets in stocks of small cap companies. Although there is no minimum market capitalization for companies whose securities Small Cap Fund may purchase, a small cap company will generally be a company with a market capitalization (at time of purchase) from $250 million to $2 billion. Small Cap Fund will invest primarily in the common stocks of U.S. issuers. Small Cap Fund may invest in the equity securities of foreign issuers that are traded in U.S. markets. For purposes of Small Cap Funds investment policies, common stocks include securities with common stock characteristics such as depositary receipts, warrants and rights.
Small Cap Funds Advisor primarily employs a quantitative investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. With the benefit of these rankings, Small Cap Funds Advisor can monitor a portfolio of securities for consistency with Small Cap Funds investment objectives. To a lesser extent, Small Cap Funds Advisor may also use qualitative analysis, due diligence, fundamental research, and analysis of an issuer based upon its financial statements and operations to identify security or market events not otherwise captured by its models.
Small Cap Funds Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
Even though Small Cap Fund seeks long-term capital appreciation, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
Quant Long/Short Fund
Investment Objective
Long-term growth of capital.
Principal Investment Strategies
Under normal market conditions, Long/Short Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks. The Long/Short Fund mainly invests in stocks of larger companies, generally with greater than $1 billion in market capitalization (at time of purchase). There is no minimum market capitalization for companies whose securities Long/Short Fund may purchase. Long/Short Fund will invest primarily in the common stock of U.S. issuers. For purposes of Long/Short Funds investment policies, common stocks include securities with common stock characteristics such as depositary receipts, warrants and rights.
3
Long/Short Fund may invest in long and short positions of publicly traded equity securities. Long/Short
Funds long and short positions may include equity securities of foreign issuers that are traded in U.S. markets. Long/Short Fund buys securities long that the Funds Advisor believes will outperform and sells securities short that the Long/Short Funds Advisor believes will underperform. When Long/Short Fund buys a security long, it owns the security. When Long/Short Fund sells a security short, it borrows the security from a third party and sells it at the then-current market price. Long/Short Fund is then obligated to buy the security on a later date so that it can return the security to the lender. This is not a market neutral strategy. Long/Short Funds long-short exposure will vary over time based on the Advisors assessment of market conditions and other factors. The cash received from short sales may be used to invest in long equity positions. Under normal market conditions, Long/Short Funds long equity exposure ordinarily ranges from 110% to 133% of the Long/Short Funds net assets and its short equity exposure ordinarily ranges from 10% to 33% of the Funds net assets. Long/Short Funds Advisor will normally maintain long and short positions such that the Funds net long equity exposure (i.e., the percentage of long equity positions minus the percentage of short equity positions) does not exceed 100% of the Funds net assets, excluding cash and cash equivalents.
Long/Short Funds Advisor primarily employs a quantitative investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. In addition, Long/Short Funds Advisor follows a quantitative research process which generates potential factors or portfolio construction techniques that the Advisor believes could result in improvement of Long/Short Funds risk or return characteristics. Such factors and construction techniques are then rigorously tested to determine whether they add value on their own and in conjunction with the existing process before any changes will be made to the existing models. With the benefit of these rankings, Long/Short Funds Advisor also can monitor a portfolio of securities for consistency with Long/Short Funds investment objectives. To a lesser extent, Long/Short Funds Advisor may also use qualitative analysis, due diligence, fundamental research, and analysis of the issuer based upon its financial statements and operations to identify security or market events not otherwise captured by its models.
Long/Short Funds Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
Even though Long/Short Fund seeks long-term growth of capital, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
Quant Emerging Markets Fund
Investment Objective
Long-term growth of capital.
Principal Investment Strategies
Under normal market conditions, Emerging Markets Fund invests at least 80% of its total assets in common stocks of emerging markets issuers. An emerging market issuer is one that is organized under the laws of an emerging market country, has a principal office in an emerging market country or derives at least 50% of its gross revenues or profits from goods or services produced in emerging market countries or from sales made in emerging market countries. For purposes of Emerging Markets Funds investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), warrants and rights. Emerging Markets Fund may also buy and sell forward foreign currency exchange contracts in non-U.S. currencies in connection with its investments.
Depositary Receipts. A depositary receipt is a receipt traded on an investors domestic market for the shares of a company traded in foreign capital markets. American Depositary Receipts (ADRs) are receipts of shares of a foreign-
4
based company traded on a U.S. market. Instead of buying shares of foreign-based companies in a foreign market, U.S. investors can buy shares in the U.S. in the form of an ADR. Although traded in the U.S. markets, ADRs may be subject to the risks of their underlying foreign investments. Global Depositary Receipts (GDRs) are receipts of shares of a company traded on a foreign market, typically an emerging market and are generally traded on major foreign exchanges. GDRs allow investors to avoid potentially difficult and expensive trading on the issuing companys home exchange. Because the companies issuing GDRs are not as well established and do not use the same accounting system as more developed markets, their stocks tend to be more volatile and less liquid. Other types of depositary receipts may also be used.
Emerging Markets Fund generally will be invested in issuers in eight or more emerging markets. Emerging Markets Fund will not allocate more than 25% of its total assets to any one country but it may invest more than 25% of its total assets in a particular region. Emerging Markets Fund considers any market that is not developed to be an emerging market. Currently, emerging markets include, but are not limited to, countries included in the Morgan Stanley Capital International Emerging Markets index: Argentina, Brazil, Chile, China, Columbia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. At the discretion of Emerging Markets Funds Advisor, Emerging Markets Fund may invest in other emerging countries.
Emerging Market Funds Advisor primarily employs a quantitative investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. The Advisors proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors. With the benefit of these rankings, the Advisor can monitor a portfolio of securities for consistency with the Emerging Markets Funds investment objectives. To a lesser extent, Emerging Markets Funds Advisor may also use qualitative research to identify industry, country or market events not otherwise captured by its models.
Emerging Markets Fund may invest in companies of any capitalization. Emerging Markets Funds Advisor may invest in both value stocks and growth stocks. A value stock is a stock the Advisor believes is undervalued compared to its true worth. Value stocks are generally not expected to experience significant earnings growth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
An investment in Emerging Markets Fund involves a substantial degree of risk. Even though Emerging Markets Fund seeks long-term growth of capital, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
Quant Foreign Value Fund
Investment Objective
Long-term growth of capital and income.
Principal Investment Strategies
Under normal market conditions, the Foreign Value Fund invests at least 80% of its total assets in common stocks of foreign markets issuers. A foreign markets issuer is one that is organized under the laws of a non-U.S. country, has a principal office in a non-U.S. country or derives at least 50% of its gross revenues or profits from goods or services produced in non-U.S. markets or from sales made in non-U.S. markets. Generally, Foreign Value Fund invests in foreign markets issuers in Europe, Australia, and the larger capital markets of the Far East; however, Foreign Value Fund also may invest without limit in emerging markets issuers. An emerging market issuer is one that is organized under the laws of an emerging country, has a principal office in an emerging country or derives at least 50% of its gross revenues or profits from goods or services produced in emerging market countries or from sales made in emerging market countries. For purposes of Foreign Value Funds investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), participatory notes, warrants and rights. Foreign Value Fund may also buy and sell forward foreign currency exchange contracts in non-U.S. currencies in connection with its investments.
5
Depositary Receipts. A depositary receipt is a receipt traded on an investors domestic market for the shares of a company traded in foreign capital markets. American Depositary Receipts (ADRs) are receipts of shares of a foreign-based company traded on a U.S. market. Instead of buying shares of foreign-based companies in foreign markets, U.S. investors can buy shares in the U.S. in the form of an ADR. Although traded in the U.S. markets, ADRs may be subject to the risks of their underlying foreign investments. Global Depositary Receipts (GDRs) are receipts of shares of a company traded on a foreign market, typically an emerging market and are generally traded on major foreign exchanges. GDRs allow investors to avoid potentially difficult and expensive trading on the issuing companys home exchange. Because the companies issuing GDRs are not as well established and do not use the same accounting system as more developed markets, their stocks tend to be more volatile and less liquid. Other types of depositary receipts may also be used.
Foreign Value Funds Advisor primarily employs a quantitative investment approach to selecting investments. A quantitative investment approach relies on financial models and computer databases to assist in the stock selection process. Proprietary computer models are capable of rapidly ranking a large universe of eligible investments using an array of traditional factors applied in financial analysis, such as cash flow, earnings growth, and price to earnings ratios, as well as other non-traditional factors.
Foreign Value Funds Advisor uses a three-step investment decision making process, with the objective to identify companies with the most undervalued streams of sustainable cash flow. First, because the Advisor believes that country and industry factors are important influences on security prices, it employs proprietary quantitative investment technology to evaluate data such as cash flow and interest rates to produce a ranking of country and industry value sectors. Second, because the Advisor believes that normal security price fluctuations produce company valuations that can undervalue the cash flow or assets of a company, it uses traditional valuation criteria to regularly screen a database of more than 20,000 companies to identify a pool of approximately 500 securities with the greatest potential for undervalued streams of sustainable cash flow or undervalued assets. Third, the Advisor conducts rigorous fundamental research on the pool of companies identified throughout the first two steps of the investment process. The Advisor also maintains a watch-list of approximately 250 companies which may be used if the valuation of a company held in Foreign Value Funds portfolio falls below the value of an alternative company. With the benefit of these rankings, Foreign Value Funds Advisor also can monitor a portfolio of securities for consistency with Foreign Value Funds investment objectives.
Foreign Value Fund generally will be invested in issuers in three or more foreign markets. Foreign Value Fund may invest in companies of any capitalization. Although Foreign Value Funds Advisor may invest in both value stocks and growth stocks, Foreign Value Fund mainly invests in value stocks that Foreign Value Funds Advisor believes are currently undervalued compared to their true worth. A growth stock is a stock the Advisor believes will have earnings that are likely to grow faster than the economy as a whole.
Principal Risks
An investment in Foreign Value Fund involves a high degree of risk. Even though Foreign Value Fund seeks long-term growth of capital and income, you could lose money on your investment or not make as much as if you had invested elsewhere. See the Principal Risks table for more information on the main risks that could adversely affect your investment.
Principal Risks for Each Fund
Even though each Fund seeks to achieve its investment objective, you could lose money on your investment or not make as much as if you had invested elsewhere. The main risks that could affect your investment include:
Quant Funds |
||||
Small
|
Long/Short\ |
Emerging
|
Foreign
|
Principal Risks |
X |
X |
X |
X |
Stock Market The risk that the stock price of one or more of the companies in a Funds portfolio will fall, or will fail to appreciate as anticipated by the Funds advisor. Many factors can adversely affect a stocks performance. The risk that movements in the securities markets will adversely affect the price of a Funds investments, regardless of how well the companies in which a Fund invests perform. |
6
X |
X |
X |
X |
Common Stocks The value of a companys stock falls as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the companys products or services. The value of a companys stock falls as a result of factors affecting multiple companies in a number of different industries, such as increases in production costs. The value of a companys stock falls as a result of changes in financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates.
|
X |
X |
X |
X |
Warrants Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holders to purchase, and they do not represent any rights in the assets of the issuer. An investment in warrants may be considered more speculative than certain other types of investments. The value of a warrant does not necessarily change with the value of the underlying securities, and warrants expire worthless if they are not exercised on or prior to their expiration date. |
X |
|
|
|
Small Cap Companies An investment in Small Cap Fund involves a high degree of risk due to its investments in small cap companies. Small cap companies are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Small cap companies earnings and revenue tend to be less predictable than for larger companies. Stocks of these companies may trade less frequently and in limited volume, and their prices may fluctuate more than stocks of other companies. Stocks of these companies may therefore be more vulnerable to adverse developments than those of larger companies. Such stocks may be harder to sell at the times and prices the Funds Advisor thinks appropriate. |
|
X |
X |
X |
Small and Mid Cap Companies
|
X |
X |
X |
X |
Value Stocks
|
X |
X |
X |
X |
Growth Stocks
|
|
|
X |
X |
Foreign Investments An investment in Foreign Value Fund or Emerging Markets Fund involves a high degree of risk due to each Funds foreign investments.
Unfavorable changes in currency exchange rates: Foreign investments are normally issued and traded in foreign currencies. As a result, their values may be affected by changes in the exchange rates between particular foreign currencies and the U.S. dollar. Political and economic developments: Foreign investments may be subject to the risks of seizure by a foreign government, imposition of restrictions on the exchange or transport of foreign currency, and tax increases. Unreliable or untimely information: There may be less information publicly available about a foreign company than about most U.S. companies, and foreign companies are usually not subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. Limited legal recourse: Legal remedies for investors such as the Fund may be more limited than those available in the United States. Limited markets: Certain foreign investments may be less liquid (harder to buy and sell) and more volatile than domestic investments, which means the Fund may at times be unable to sell these investments at desirable prices. For the same reason, the Fund may at times find it difficult to value their foreign investments. Trading practices: Brokerage commissions and other fees are generally higher for foreign investments than for domestic investments. The procedures and rules for settling foreign transactions may also involve delays in payment, delivery or recovery of money or investments. Lower yield: Common stocks of foreign companies have historically offered lower dividends than comparable U.S. companies. Foreign withholding taxes may further reduce the amount of income available to distribute to shareholders of the Fund. The Funds yield is therefore expected to be lower than yields of most funds that invest mainly in common stocks of U.S. companies. Certain of these risks may also apply to some extent to U.S.-traded investments that are denominated in foreign currencies, investments in U.S. companies that are traded in foreign markets, or to investments in U.S. companies that have significant foreign operations. |
7
|
|
X |
X |
Emerging Markets Investments An investment in Emerging Markets Fund involves a substantial degree of risk due to its high exposure to emerging markets investments. To the extent that Foreign Value Fund invests in emerging markets investments, it is also subject to this type of risk. Investing in emerging markets involves risks in addition to and greater than those generally associated with investing in more developed foreign markets. The extent of foreign development, political stability, market depth, infrastructure and capitalization and regulatory oversight are generally less than in more developed markets. Emerging market economies can be subject to greater social, economic, regulatory and political uncertainties including potential expropriation and confiscatory taxation. All of these factors generally make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets. Accordingly, at times the Fund may find it even more difficult to value their emerging markets investments than the Funds other foreign investments. |
|
X |
|
|
Short Sales Risk If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale. In addition, because the Funds loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the Funds loss on a long position arises from decreases in the value of the security and is limited by the fact that a securitys value cannot drop below zero. |
|
X |
|
|
Segregated Account Risk Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or highly liquid securities with a broker or custodian to cover the Funds short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. As a result, there is the possibility that segregation of a percentage of the Funds assets could affect its portfolio management. |
|
X |
|
|
Leverage Risk By investing the proceeds received from selling securities short, the Fund is employing leverage, which creates special risks. The use of leverage may increase the Funds exposure to long equity positions and make any change in the Funds net asset value per share greater than without the use of leverage. This could result in increased volatility of returns. |
X |
X |
X |
X |
Non-Diversification Each of the Funds is non-diversified under the Investment Company Act of 1940, as amended (the 1940 Act) that means that it may invest a higher percentage of its assets in a smaller number of issuers. As a result, a decline in the value of the securities of one issuer could have a greater negative effect on the Fund. This risk is greater for smaller companies that are the primary investment vehicles for the Small Cap Fund, which tend to be more vulnerable to adverse developments. |
8
Performance
Class A shares are authorized but not issued and therefore have no performance history. The returns shown below are for Ordinary Shares as explained in footnote 1 for each Fund.
The following bar charts and tables indicate some of the risks of investing in a Fund by showing changes in each Funds performance over time. The tables also compare a Funds performance to a broad measure of market performance that reflects the type of securities in which the Fund invests. Of course, past performance does not necessarily indicate how the Fund will perform (before and after taxes) in the future. Because the chart and table reflect calendar year performance, the numbers will differ from those in the Financial Highlights table later in this Prospectus and in the Funds shareholder report, which are based on the Funds fiscal year end of March 31.
Bar charts. The bar charts show changes in the annual total returns of a Funds Ordinary Shares as of December 31 for the past ten years, or a shorter period of time if a Fund has not been in existence for ten years. Returns in the bar charts do not reflect the 1% deferred sales charge applicable to the Ordinary Shares of the Funds as described in the Summary of Fees and Expenses table below. The deferred sales charge, if reflected, would reduce the returns of a Fund.
Average annual total return tables. The average annual total return tables following the bar charts reflect the 1% deferred sales charge for the Ordinary Shares of each Fund. The average annual total return tables compare each class of a Fund to broad-based market indices that invest in comparable types of stocks. Unlike the Funds, the indexes are not actively managed. Investment returns for the indexes assume the reinvestment of dividends paid on stocks comprising the indexes.
After tax returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances and may differ from those shown. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. A Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns on distributions and sales may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares.
Quant Small Cap Fund 1
Annual Return Ordinary Class
(Calendar Year ended December 31)
1997 |
1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
7.20% |
0.38% |
32.02% |
7.59% |
-2.27% |
-29.21% |
43.08 |
22.87% |
9.08% |
21.03% |
The calendar year-to-date return of the Ordinary Shares of Small Cap Fund as of 6/30/2007 is 7.70%.
Best Quarter: Q4 1999: 32.35%
Worst Quarter: Q3 1998: 20.08%
Average Annual Total Returns for the periods ended
December 31, 2006
|
1 Year |
5 Years |
10 Years |
Since Inception |
Inception
|
Ordinary Shares Before Taxes |
19.82% |
10.19% |
9.27% |
14.44% |
8/3/92 |
Ordinary Shares After Taxes on Distributions |
18.52% |
9.15% |
7.76% |
11.84% |
|
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares |
14.68% |
8.65% |
7.42% |
11.42% |
|
Russell 2000 Index (reflects no deductions for fees, expenses or taxes) |
18.37% |
11.39% |
9.44% |
11.74% |
* |
________________
1 The Funds Class A shares are authorized but not issued as of the date of this prospectus. The returns presented above are for the Funds Ordinary Shares which are offered in a separate prospectus. The returns of the Class A shares would be substantially similar to the Ordinary Shares annual returns because both classes are invested in the same portfolio of securities and the annual returns would differ only to the extent that each class does not have the same expenses. See the Summary of Fees and Expenses section of this prospectus for more information on Class A shares.
* Reflects the return of the index since 9/30/92 (the quarter end after the inception of Ordinary Shares).
9
The Russell 2000 Index is comprised of the bottom two-thirds of the largest 3,000 publicly traded companies in the United States. It is widely recognized as representative of the general market for small company stocks.
Quant Long/Short Fund 1 *
Annual Return Ordinary Class
(Calendar Year ended December 31)
1997 |
1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
36.67% |
29.53% |
41.12% |
-16.85% |
-18.08% |
-24.19% |
18.24% |
8.63% |
10.56% |
16.38% |
The calendar year-to-date return of the Ordinary Shares of Long/Short Fund as of 6/30/2007 is 6.19%.
Best Quarter: Q4 1999: 38.29%
Worst Quarter: Q3 2001: 19.50%
Average Annual Total Returns for the periods ended
December 31, 2006 *
|
1 Year |
5 Years |
10 Years |
Since Inception |
Inception
|
Ordinary Shares Before Taxes |
15.22% |
4.40% |
7.76% |
11.50% |
5/6/85 |
Ordinary Shares After Taxes on Distributions |
15.16% |
4.39% |
6.14% |
8.96% |
|
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares |
9.89% |
3.78% |
6.14% |
8.88% |
|
S&P 500 Index (reflects no deductions for fees, expenses or taxes) |
15.79% |
6.19% |
8.42% |
12.41% |
** |
_________
1 The Funds Class A shares are authorized but not issued as of the date of this prospectus. The returns presented above are for the Funds Ordinary Shares which are offered in a separate prospectus. The returns of the Class A shares would be substantially similar to the Ordinary Shares annual returns because both classes are invested in the same portfolio of securities and the annual returns would differ only to the extent that each class does not have the same expenses. See the Summary of Fees and Expenses section of this prospectus for more information on Class A shares.
* On November 1, 2006, the Long/Short Fund (formerly known as Quant Growth and Income Fund) changed its principal investment strategy and prior to this date did not take short positions as part of its main investment strategies. Performance shown for periods prior to November 1, 2006 does not reflect the new investment strategy.
** Reflects the return of the index since 6/30/85 (the quarter end after the inception of Ordinary Shares).
The S&P 500 Index is comprised of stocks chosen by Standard & Poors for their size and industry characteristics. It is widely recognized as representative of the general market for stocks in the United States.
Quant Emerging Markets Fund 1
Annual Return Ordinary Class
(Calendar Year ended December 31)
1997 |
1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
-9.23% |
-21.64% |
58.52% |
-28.87% |
-0.96% |
-3.33% |
80.75 |
26.74% |
29.56% |
31.50 |
The calendar year-to-date return of the Ordinary Shares of Emerging Markets Fund as of 6/30/2007 is 23.86%.
Best Quarter: Q4 2003: 32.05%
Worst Quarter: Q3 2001: 18.08%
Average Annual Total Returns for the periods ended
December 31, 2006
|
1 Year |
5 Years |
10 Years |
Since Inception |
Inception
|
Ordinary Shares Before Taxes |
30.19% |
30.16% |
11.64% |
8.20% |
9/30/94 |
Ordinary Shares After Taxes On Distributions |
29.27% |
29.69% |
11.35% |
7.97% |
N/A |
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares |
20.10% |
27.05% |
10.34% |
7.24% |
N/A |
MSCI EM Index (reflects no deductions for fees, expenses or taxes) |
32.59% |
26.98% |
9.40% |
6.40% |
* |
10
_________
1 The Funds Class A shares are authorized but not issued as of the date of this prospectus. The returns presented above are for the Funds Ordinary Shares which are offered in a separate prospectus. The returns of the Class A shares would be substantially similar to the Ordinary Shares annual returns because both classes are invested in the same portfolio of securities and the annual returns would differ only to the extent that each class does not have the same expenses. See the Summary of Fees and Expenses section of this prospectus for more information on Class A shares.
* Reflects the return of the index since 9/30/94 (the quarter end after the inception of Ordinary Shares).
The Morgan Stanley Capital International Emerging Markets (MSCI EM) Index is comprised of stocks located in emerging market countries other than the United States. It is widely recognized as representative of the general market for emerging markets.
Quant Foreign Value Fund 1
Annual Return Ordinary Class
(Calendar Year ended December 31)
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 |
2006 |
13.69% |
-7.38% |
-3.41% |
0.07% |
48.41% |
28.25% |
15.37% |
31.03% |
The calendar year-to-date return of the Ordinary Shares of Foreign Value Fund as of 6/30/2007 is 8.13%.
Best Quarter: Q2 2003: 22.56%
Worst Quarter: Q3 2001: 18.13%
Average Annual Total Returns for the periods ended
December 31, 2006
|
1 Year |
5 Years |
10 Years |
Since Inception |
Inception
|
Ordinary Shares Before Taxes |
29.72% |
23.31% |
N/A |
11.26% |
5/15/98 |
Ordinary Shares After Taxes on Distributions |
28.65% |
22.95% |
N/A |
10.87% |
|
Ordinary Shares After Taxes on Distributions and Sale of Fund Shares |
20.51% |
20.76% |
N/A |
9.85% |
|
MSCI EAFE Index (reflects no deductions for fees, expenses or taxes) |
26.86% |
15.43% |
N/A |
7.35% |
* |
__________
1 The Funds Class A shares are authorized but not issued as of the date of this prospectus. The returns presented above are for the Funds Ordinary Shares which are offered in a separate prospectus. The returns of the Class A shares would be substantially similar to the Ordinary Shares annual returns because both classes are invested in the same portfolio of securities and the annual returns would differ only to the extent that each class does not have the same expenses. See the Summary of Fees and Expenses section of this prospectus for more information on Class A shares.
* Reflects the return of the index since 6/30/98 (the quarter end after the inception of Ordinary Shares).
The Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index is comprised of stocks located in countries other than the United States. It is widely recognized as representative of the general market for developed foreign markets.
11
SUMMARY OF FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Funds.
Shareholder Fees (fees paid directly from your investment) 1
|
CLASS A
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.75% |
Maximum Deferred Sales Charge (Load) (as a percentage of redemption proceeds) |
None 2 |
Annual Fund Operating Expenses as a percentage of average net assets
(expenses that are deducted from Fund assets) 3
Small Cap
|
Long/Short Fund |
Emerging Markets
|
Foreign
|
|
Class A Shares |
|
|
|
|
Management Fee |
1.00% |
1.00% 4 |
1.00% |
1.00% |
Distribution and/or Service (12b-1) Fees |
0.50% |
0.50% |
0.50% |
0.25% |
Other Expenses 5 |
0.32% |
- |
0.42% |
0.35% |
Short Sale Dividend Expenses |
- |
0.02% 6 |
- |
- |
Remainder of Other Expenses |
- |
0.22% 6 |
- |
- |
Total of Other Expenses |
- |
0.24% 6 |
- |
- |
Total Annual Fund Operating Expenses |
1.82% |
1.74% |
1.92% |
1.60% |
Acquired Fund (Indirect Underlying Fund) 7 |
- |
- |
0.05% |
- |
Total Direct and Acquired Fund Annual Operating Expenses |
1.82% |
1.74% |
1.97% |
1.60% |
__________
1 If you buy and sell shares through a broker of other financial intermediary, the intermediary may charge a separate transaction fee.
2 Purchases of $1 million or more are not subject to an initial sales charge but may be subject to a contingent deferred sales charge of 1%. See Class A - Sales Charges.
3 Class A shares are authorized but not issued as of the date of this prospectus. Each Funds Total Annual Operation Expenses have been restated to reflect the Distribution and/or Service (12b-1) Fees for the Class A shares as if the 12b-1 Fee had been in effect for the fiscal year ended March 31, 2007.
4 The information in the table above has been restated to reflect an increase in the management fee for Quant Long/Short Fund which became effective on November 1, 2006. Prior to November 1, 2006, the management fee was 0.75%.
5 The Funds have an expense offset arrangement that reduces their custodian fee based upon the amount of cash maintained by the Funds with
the custodian. Other expenses in the table do not take into account these expense reductions, and are therefore higher than the actual expensesof the Funds. Quantitative Investment Advisors, Inc. doing business as (d/b/a) Quantitative Advisors, the Funds manager (the Manager), has contractually agreed to limit the total operating expenses of the Small Cap Fund to 2% of their average net assets, without giving effect to custody credits, if applicable. This agreement limits expenses at the Fund level and not at the individual share class level. Accordingly, the fees of any individual class may be higher than the expense limitation because the expense limit calculation adds the expenses of the different classes together and then divides that number by the total average net assets of the Fund. Expenses eligible for reimbursement under all applicable expense limitations do not include interest, taxes, brokerage commissins or extraordinary expenses. As a result, and as indicated above, total expenses may be higher than the expense limitation applicable to the Fund. For the fiscal year ended March 31, 2007, it was not necessary tolimit expenses or waive fees for the Fund.
6 The Funds principal investment strategies include selling securities short. When a cash dividend is declared on a security for which the Fund has a short position, the Fund incurs the obligation to pay an amount equal to that dividend to the lender of the shorted security (short-sale dividend expense), and this obligation must be disclosed as a Fund expense under Total of Other Expenses and Total Annual Fund Operating Expenses. However, any such dividend on a security sold short generally reduces the market value of the shorted security, thus increasing the Funds unrealized gain or reducing the Funds unrealized loss on its short-sale transaction.
7 Acquired Fund Fees and Expenses are not fees or expenses incurred by a Fund directly but are expenses of underlying funds in which a the Fund invests. You incur these fees and expenses indirectly throughs the Funds investment in those underlying funds. The fees presented above represent those incurred during the prior fiscal year. Acquired Fund Fees and Expenses may be higher or lower than the amount shown above based on expenses of the underlying funds as well as the degree to which a Fund invests in underlying funds. The Total Direct and Acquired Fund Annual Fund Operating Expenses will not correlate to the Funds ratio of expenses to average net assets in the Funds Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
12
Example This Example is intended to help you compare the cost of investing in a Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same as set forth in the table above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
This Example assumes that you do not redeem your shares at the end of the period:
NON-PRINCIPAL INVESTMENT POLICIES AND RELATED RISKS
The section Basic Information about the Funds describes each Funds investment objective and principal investment strategies and risks. This section describes additional investments that a Fund may make or strategies it may pursue to a lesser degree to achieve a Funds goal. Some of a Funds secondary investment policies also entail risks. To learn more about these risks you should obtain and read the Funds statement of additional information (SAI). You may request a free copy of the SAI by mail, phone or by accessing the internet. See the last page of this prospectus.
All Funds
Investments other than Common Stocks. A Fund may invest up to 20% of its assets in investments such as preferred stocks, convertible securities, fixed income securities, real estate investment trusts, or repurchase agreements.
A Fund will invest in convertible securities primarily for their equity characteristics.
A Fund may invest in fixed income securities of any maturity. A Fund may not invest more than 10% of its net assets in fixed income securities, including convertible debt securities, rated below investment grade or in unrated securities of comparable quality.
Fixed income securities are subject to the risk of an issuers inability to meet principal or interest payments on its obligations. Factors which could contribute to a decline in the market value of debt securities in a Funds portfolio include rising interest rates or a reduction in the perceived creditworthiness of the issuer of the securities. A fixed income security is considered investment grade if it is rated in one of the top four categories by a nationally recognized statistical rating organization or determined to be of equivalent quality by an Advisor. Fixed income securities rated below investment grade are commonly referred to as junk bonds and are considered speculative. Below investment grade fixed income securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher grade fixed income securities.
Real estate investment trusts (REITs) are companies that invest primarily in real estate or real estate related loans. Investing in REITs involves unique risks. They are significantly affected by the market for real estate and are dependent upon management skills and cash flow. In addition to its own expenses, a Fund will, in some cases, indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests.
Derivatives. A Fund may use futures and options on securities, indices and currencies and other derivatives.
A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments. Even a small investment in derivatives could have a
13
significant impact on a Funds risk exposure to stock market values, interest rates or currency exchange rates. Certain derivatives may be less liquid and more difficult to value than other types of securities.
Derivatives may be used for both hedging and non-hedging purposes. Derivatives will not be used as a primary investment technique. Non-principal uses could include hedging against adverse changes in stock market prices, interest rates or currency exchange rates; using derivatives as a substitute for buying or selling securities or to increase a Funds return as a non-hedging strategy that may be considered speculative.
Short Term Trading. Normally, a Funds Advisor does not trade for short-term profits. A Fund will sell an investment, however, even if it has only been held for a short time, if it no longer meets a Funds investment criteria.
Portfolio Turnover. A Funds annual portfolio turnover ratio will vary. If a Funds Advisor does a lot of trading, the Fund will experience increased operating expenses, which could reduce performance and may cause shareholders to incur an increased level of taxable income or capital gains. See Financial Highlights for actual turnover rates.
Cash Management and Temporary Defensive Strategies. Normally, each Funds Advisor invests substantially all of a Funds assets to meet the Funds investment objective. A Funds Advisor may invest the remainder of a Funds assets in short term debt obligations with remaining maturities of less than one year, cash equivalents or may hold cash. For temporary defensive purposes, a Funds Advisor may judge that market conditions make pursuing the Funds investment strategies inconsistent with the best interests of its shareholders. A Funds Advisor may then temporarily use alternative strategies that are mainly designed to limit the Funds losses. Although a Fund Advisor has the flexibility to use these strategies, it may choose not to for a variety of reasons, even in very volatile market conditions. These strategies may cause a Fund to miss out on investment opportunities, and may prevent a Fund from achieving its objective.
Changes in Policies. The Trustees may change each Funds objective, investment strategies and other policies without shareholder approval, except as otherwise indicated. However, each Funds policy of investing at least 80% of its assets in a particular type of investment may not be materially revised unless shareholders are notified at least 60 days in advance of the proposed change.
MANAGEMENT OF THE FUNDS
Under Massachusetts law, the management of the Funds business and affairs is the ultimate responsibility of the Board of Trustees of the Funds.
The Manager
The Funds are managed by Quantitative Investment Advisors, Inc. d/b/a Quantitative Advisors, 55 Old Bedford Road, Lincoln, MA 01773 (the Manager), which handles the Funds business affairs. Quantitative Advisors is a privately held financial services firm providing administrative services and facilities to the Quant Funds. As of March 31, 2007, the firm had approximately $1.4 billion in assets under management for mutual funds, institutional and other clients.
The Manager may, subject to the approval of the Trustees, choose the investments of the Funds itself or, subject to the approval by the Trustees, select sub-advisors (the Advisors) to execute the day-to-day investment strategies of the Funds. The Manager currently employs Advisors to make the investment decisions and portfolio transactions for each of the Funds and supervises the Advisors investment programs.
Day-to-day responsibility for investing the Funds assets currently is provided by the Advisors described below. The Funds have received an exemptive order from the Securities and Exchange Commission that permits the Manager, subject to certain conditions, to enter into or amend an advisory contract with Advisors without obtaining shareholder approval. With Trustee approval, the Manager may employ a new Advisor for a Fund, change the terms of the advisory contracts, or enter into new advisory contracts with the Advisors. The Manager retains ultimate responsibility to oversee the Advisors and to recommend their hiring, termination, and replacement. Shareholders of a Fund continue to have the right to terminate the advisory contract applicable to that Fund at any time by a vote of the majority of the outstanding voting securities of the Fund. Shareholders will be notified of any Advisor changes or other material amendments to an advisory contract that occur under these arrangements.
14
The Advisors and Portfolio Management
The Advisors provide portfolio management and related services to each Fund, including trade execution.
The Statement of Additional Information provides additional information about each portfolio managers compensation, other accounts managed by each portfolio manager and each portfolio managers ownership of shares of his or her Fund.
Quant Small Cap Fund
Advisor. Columbia Partners, LLC, Investment Management (Columbia), 5425 Wisconsin Avenue, Suite 700, Chevy Chase, MD 20815 serves as the investment subadviser to the Small Cap Fund. As of March 31, 2007, Columbia had approximately $2.6 billion in assets under management for individual, pension plan and endowment accounts.
Portfolio Management. The Small Cap Fund is co-managed by Rhys Williams and Robert von Pentz who are supported by a team consisting of the following members, Gráinne Coen, Matt Williams, Dan Goldstein, and Mark Tindall. Mr. Williams leads the team and is primarily responsible for day-to-day recommendations with respect to the Funds portfolio.
Portfolio manager |
Portfolio manager experience in this Fund |
Primary title with Advisor and investment experience |
Robert A. von Pentz |
Since 1996 |
Chief Investment Officer and head of Equity Investments since 1996
|
Rhys Williams, CFA |
Since 1997 |
Senior Equity Portfolio Manager since 1997
|
Gráinne Coen |
Since 2001 |
Equity Team Portfolio Manager & Research Analyst since 2001 Investment professional since 1996 |
Matt Williams |
Since 2006 |
Equity Team Portfolio Manager since 2006
Investment professional since 1986. From 2004-2006 as Vice President, Research at Rittenhouse Asset Management and from 2001-2003 as an Analyst/Portfolio Manager at Gardner Lewis Asset Management. |
Dan Goldstein, CFA |
Since 1996 |
Equity Team Portfolio Manager & Research Analyst since 1996 Investment professional since 1994 |
Mark Tindall, CFA |
Since 2003 |
Equity Team Portfolio Manager & Research Analyst since 2003
Investment professional since 1998. Prior to joining Columbia Partners, he spent four years analyzing equity securities for AIM Management. |
Quant Long/Short Fund
Advisor. SSgA Funds Management, Inc. (SSgA FM), One Lincoln Street, Boston, MA 02111, serves as the investment subadviser to the Long/Short Fund. SSgA FM is a wholly owned subsidiary of State Street Corporation, a publicly owned bank holding company. As of March 31, 2007, SSgA FM had over $136 billion in assets under management for registered investment companies. SSgA FM is one of the State Street Global Advisor companies (SSgA), comprised of all of the investment management affiliates of State Street Corporation. SSgA FM (and its predecessor entity) has managed the Long/Short Fund continuously since the Funds inception.
Portfolio Management. The Long/Short Fund is managed by the US Active Quantitative Equity Team at SSgA FM. The portfolio managers identified below are primarily responsible for the day-to-day management of the Fund. Mr. Johnson is the lead portfolio manager of the Fund. Mr. Shannahan leads the US Active Quantitative Equity Team and is the back-up portfolio manager for the Fund.
Portfolio manager |
Portfolio manager experience in this Fund |
Primary title(s) with Advisor,
|
15
James Johnson, CFA |
Portfolio manager since 2005; lead manager from January 2006 |
Member US Active Quantitative Equity Team since November 2005; senior portfolio manager for the Large Cap Value, Directional Long-Short and Aggressive Equity Strategies. Principal of State Street Global Advisors and SSgA FM Investment professional since 1990; from 1998 to 2005 he managed a market neutral hedge fund and mutual fund portfolios for American Express Financial Advisors. |
Brian Shannahan, CFA |
Portfolio manager since 2000 |
Member US Active Quantitative Equity Team since 2000 and head of team since July 2005; Principal of State Street Global Advisors and SSgA FM Investment professional since 1993; from 1999 to 2000 at BankBoston where he was Director, Portfolio Management; since 2000 with this Advisor or an affiliate |
16
Quant Emerging Markets Fund
Advisor. PanAgora Asset Management, Inc. (PanAgora), 260 Franklin Street, Boston, MA 02110, serves as the investment subadviser to the Emerging Markets Fund. As of March 31, 2007, PanAgora had over $22 billion in assets under management in portfolios of institutional pension and endowment funds, among others. Putnam Investments LLC is a control person of PanAgora. Prior to November 3, 2003, the Advisor to the Emerging Markets Fund was Independence Investments LLC (Independence).
Portfolio Management. The Emerging Markets Fund is managed by a team lead by David P. Nolan and Richard T. Wilk, CFA.
Portfolio manager |
Portfolio manager experience in this Fund |
Primary title with Advisor and investment experience |
David P. Nolan, CFA |
Since 2003 |
Portfolio Manager, Equity Investments Investment professional since 1984; from 1999 to 2003 as a portfolio manager for the Fund at Independence Investment LLC and its predecessor company, Boston International Advisors; since 2003 with this Advisor |
Richard T. Wilk, CFA |
Since 2003; co-leader since April 2007 |
Director, Equity Investments Investment professional since 1985; since 1985 with this Advisor and its predecessor organization, the Structured Investment Products Group of The Boston Company |
Samantha R. Louis Stevens |
Since 2003 |
Portfolio Manager, Equity Investment Investment professional since 1998; from 1999 to 2003 as Trading Officer for Independence Investment Associates; since 2003 with this Advisor |
Quant Foreign Value Fund
Advisor. Polaris Capital Management, Inc. (Polaris), 125 Summer Street, Boston, MA 02110, serves as the investment subadviser to the Foreign Value Fund. As of March 31, 2007, Polaris had over $3 billion in assets under management for institutional clients and affluent individuals.
Portfolio Management. Bernard R. Horn, Jr. is the lead portfolio manager of the Foreign Value Fund. Sumanta Biswas generally contributes to the day-to-day management of the Funds portfolio through such means as performing research and management of Polaris proprietary quantitative model. Mr. Biswas may also provide advice on investment decisions during periods when Mr. Horn is unavailable, but does not generally make the final decision as to which securities to purchase or sell for the Fund. The extent to which Mr. Biswas may perform these functions, and the nature of the functions, may change from time to time.
Portfolio manager |
Portfolio manager experience in this Fund |
|
Bernard R. Horn, Jr. |
Since 1998 (Fund inception) lead portfolio manager |
Founder and Portfolio Manager since 1995 Investment professional since 1980 |
Sumanta Biswas |
Since 2004 |
Assistant Portfolio Manager since 2004 Investment professional since 1996; from 1996 to 2000 as an officer for the Securities and Exchange Board of India; in 2001 as an intern for Delta Partners; since 2002 with this Advisor |
Management and Advisory Fees
As compensation for services rendered for fiscal year ended March 31, 2007, the Funds paid the Manager a monthly fee at the annual rate of: 1% of the average daily net assets of the Small Cap Fund, the Foreign Value Fund and the Emerging Markets Fund. Effective November 1, 2006, the monthly management fee for Long/Short Fund increased to an annual rate of 1.% of the average daily net assets of this Fund. Prior to November 1, 2006, the monthly managemnet fee for Long/Short Fund was at an annual rate of 0.75% of the average daily net assets of the Fund. From the management fee, the Manager pays the expenses of providing investment advisory services to the Funds, including the fees of the Advisors of each individual Fund, if applicable.
No advisory and/or subadvisory agreements were approved during the fiscal period from October 1, 2006 to March 31, 2007. The Funds semi-annual report to be dated September 30, 2007 will contain a detailed discussion of the Board of Trustees consideration of the advisory and/or subadvisory agreements approved during the fiscal period from April 1, 2007 to September 30, 2007.
17
Fee Waivers. The Manager is contractually obligated to reduce its compensation with respect to the Small Cap Fund (and Long/Short Fund until October 31, 2006) to the extent that Small Cap Funds (and Long/Short Fund until October 31, 2006) total expenses exceed 2% of average daily net assets for any fiscal year. The Manager has also agreed to assume expenses of Small Cap Fund, if necessary, in order to reduce its total expenses to no more than 2% of average daily net assets for any fiscal year. Fund expenses subject to this limitation are exclusive of brokerage, interest, taxes and extraordinary expenses, and are calculated gross of custody credits, if applicable. Extraordinary expenses include, but are not limited to, the higher incremental costs of custody associated with foreign securities, litigation and indemnification expenses. No such reductions in compensation were necessary for the fiscal year ended March 31, 2007.
Expense Limitations. The Manager may voluntarily agree to limit the total operating expenses of a Fund for a period of time by waiving fees or reimbursing a Fund for an expense that it would otherwise incur. In such cases, the Manager may seek reimbursement from the Fund if the Funds total operating expenses fall below that limit prior to the end of the Funds fiscal year. Expenses eligible for reimbursement do not include interest, taxes, brokerage commissions, or extraordinary expenses, and expenses are calculated gross of custody credits, if applicable. Extraordinary expenses include, but are not limited to, the higher incremental costs of custody associated with foreign securities, litigation and indemnification expenses. The agreement is subject to periodic review and there is no guarantee that the Manager will continue to limit these expenses in the future. No such expense limitations were necessary for the fiscal year ended March 31, 2007.
Additional Payments . The Manager or its affiliates may make payments, out of their own assets to certain intermediaries or their affiliates (including the Distributor, U.S. Boston Capital Corporation) based on sales or assets attributable to the intermediary, or such other criteria agreed to by the Manager. The intermediaries to which payments may be made are determined by the Manager. These payments may be in addition to other payments such as Rule 12b-1 fees or deferred sales charges and may provide an incentive, in addition to any sales charge, to these firms to actively promote the Quant Funds or to provide marketing or service support to the Quant Funds. See the SAI for more information.
HOW TO INVEST
The Funds offer one class of shares through this prospectus: Class A shares.
Class A Shares
Generally you may open an account and purchase Class A shares by contacting any financial intermediary authorized to sell the Funds shares. The financial intermediary may impose transaction charges in addition to those described in this prospectus.
The minimum initial investment is generally $1,000. However, you may make a minimum investment of $500 if you:
participate in the Funds Automatic Investment Plan;
open a Uniform Gifts/Transfers to Minors account; or
open an Individual Retirement Account (IRA) or an account under a similar plan established under the Employee Retirement Income Security Act of 1974, or for any pension, profit sharing or other employee benefit plan or participant therein, whether or not the plan is qualified under Section 401 of the Internal Revenue Code, including any plan established under the Self-Employed Individuals Tax Retirement Act of 1962 (HR-10).
The Funds or the Distributor, at their discretion, may waive these minimums.
You may make subsequent purchases in any amount through your financial intermediary or directly, although the Funds or the Distributor, at their discretion, reserve the right to impose a minimum at any time.
Sales Charges
The initial sales charge you pay each time you buy Class A shares differs depending on the amount you invest. The sales charge may be reduced or eliminated for larger purchases as indicated below. The offering price is the net asset value per share plus any initial sales charge. Shares acquired through reinvestment of dividends or capital gain distributions are not subject to an initial sales charge.
18
|
Sales charge as a % of: |
|
|
Investment |
Offering price |
Net amount invested |
Dealer commission as a percent of offering price |
Less than $25,000 |
5.75% |
6.10% |
5.00% |
$25,000 but less than $50,000 |
5.00% |
5.26% |
4.25% |
$50,000 but less than $100,000 |
4.50% |
4.71% |
3.75% |
$100,000 but less than $250,000 |
3.50% |
3.63% |
2.75% |
$250,000 but less than $500,000 |
2.50% |
2.56% |
2.00% |
$500,000 but less than $750,000 |
2.00% |
2.04% |
1.60% |
$750,000 but less than $1 million |
1.50% |
1.52% |
1.20% |
$1 million or more and certain other investments described below |
none |
none |
see below |
The sales charge, expressed as a percentage of the offering price or the net amount invested may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares. Similarly, any contingent deferred sales charge paid by you on investments in Class A shares may be higher or lower than the 1% charge described below due to rounding.
Except as provided below, investments in Class A shares of $1 million or more may be subject to a 1% contingent deferred sales charge if the shares are sold within one year of purchase. The contingent deferred sales charge is based on the original purchase cost or the current market value of the Class A shares being sold, whichever is less.
Class A purchases not subject to sales charges
The following investments are not subject to any initial or contingent deferred sales charge if Quant Funds Transfer Agent is properly notified of the nature of the investment:
investments in Class A shares made by endowments or foundations with $50 million or more in assets; and
certain other investors may qualify to purchase shares without a sales charge, such as (i) employees of investment dealers and registered investment advisers authorized to sell Quant Funds, (ii) employees of a Quant Funds Advisor (limited to the subadvised fund); and (iii) employees of Quantitative Investment Advisors, Inc. and its affiliates. Please see the statement of additional information for more information.
The Distributor may pay dealers up to 1% on investments made in Class A shares with no initial sales charge. Please see the statement of additional information for more information.
Employer-sponsored retirement plans
Employer-sponsored retirement plans wishing to invest without a sales charge are not eligible to purchase Class A shares. Such plans may invest only in Institutional Shares, which are subject to eligibility requirements as described in a separate prospectus available at www.quantfunds.com or by calling 800-326-2151.
An employer-sponsored retirement plan wishing to invest less than $1 million in Class A shares may do so only if that the plans recordkeeper can properly apply any sales charges applicable to the plans investments. An employer-sponsored retirement plan that purchases Class A shares with a sales charge will be eligible to purchase additional Class A shares in accordance with the sales charge table above. If the recordkeeper cannot properly apply a sales charge on the plans investments, then the plan may invest only in Institutional Shares.
Employer-sponsored retirement plans are not eligible to establish a statement of intention to purchase $1 million or more of Quant Funds shares in order to qualify to purchase without a sales charge. More information about statements of intention can be found under Sales charge reductions and waivers.
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Sales charge reductions and waivers
To receive a reduction in your Class A initial sales charge, you must let your financial intermediary or Quant Funds Transfer Agent know at the time you purchase shares that you qualify for such a reduction. If you do not let your financial intermediary or Quant Funds Transfer Agent know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
In order to determine your eligibility to receive a sales charge discount, it may be necessary for you to provide your financial intermediary or Quant Funds Transfer Agent with information and records (including account statements) of all relevant accounts invested in the Quant Funds. To have your Class A contingent deferred sales charge waived, you must let your financial intermediary or Quant Funds Transfer Agent know at the time you redeem shares that you qualify for such a waiver.
Reducing your Class A initial sales charge
Consistent with the policies described in this prospectus, you and your immediate family (your spouse or equivalent if recognized under local law and your children under the age of 21) may combine all of your Quant Funds investments to reduce your Class A sales charge.
Aggregating accounts
To receive a reduced Class A sales charge, investments made by you and your immediate family (see above) may be aggregated if made for your own account(s) and/or certain other accounts, such as:
trust accounts established by the above individuals (however, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the primary beneficiary of the trust);
solely controlled business accounts; and
single-participant retirement plans.
Concurrent purchases
You may combine simultaneous purchases (including, upon your request, purchases for gifts) of any class of shares to qualify for a reduced Class A sales charge.
Rights of accumulation
You may take into account the current value of your existing holdings in any class of shares of the Quant Funds to determine your Class A sales charge. Or, upon your request, you may take into account the amount you invested less any withdrawals (however, for this purpose, the amount invested does not include capital appreciation or reinvested dividends and capital gains). You should retain any records necessary to substantiate the historical amounts you have invested. If you make a gift of shares, upon your request, you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your Quant Funds.
Statement of intention
You may reduce your Class A sales charge by establishing a statement of intention. A statement of intention allows you to combine all Quant Fund purchases of all share classes you intend to make over a 13-month period to determine the applicable sales charge; however, investments made under a right of reinvestment, appreciation of your investment, and reinvested dividends and capital gains do not apply toward these combined purchases. At your request, purchases made during the previous 90 days may be included. A portion of your account may be held in escrow to cover additional Class A sales charges that may be due if your total investments over the 13-month period do not qualify for the applicable sales charge reduction.
Right of reinvestment
Please see How to sell shares below for information on how to reinvest proceeds from a redemption, dividend payment or capital gain distribution without a sales charge.
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Contingent deferred sales charge waivers
The contingent deferred sales charge on Class A shares may be waived in the following cases:
permitted exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a contingent deferred sales charge would apply to the initial shares purchased;
tax-free returns of excess contributions to IRAs;
redemptions due to death or post-purchase disability of the shareholder (this generally excludes accounts registered in the names of trusts and other entities);
redemptions due to the complete termination of a trust upon the death of the trustor / grantor or beneficiary, but only if such termination is specifically provided for in the trust document;
the following types of transactions, if together they do not exceed 12% of the value of an account annually (see the statement of additional information for more information about waivers regarding these types of transactions):
redemptions due to receiving required minimum distributions from retirement accounts upon reaching age 70 ½ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver); and
if you have established a systematic withdrawal plan, redemptions through such a plan (including any dividends and/or capital gain distributions taken in cash).
You may obtain more information about sales charge reductions and waivers through a link on the home page of the Quant Funds website at www.quantfunds.com, from the statement of additional information or from your financial intermediary.
Rollovers from retirement plans to IRAs
Assets from a retirement plan may be invested in Class A shares through an IRA rollover. Rollover investments to Class A shares from retirement plans will be subject to applicable sales charges. Transfers to IRAs that are attributable to Quant Funds investments held in SIMPLE IRAs, SEPs or SARSEPs will not be subject to a sales charge if invested in Class A shares.
Distributor and Distribution Plan
U.S. Boston Capital Corporation is the distributor of the Funds shares.
The Funds have adopted a distribution plan under Rule 12b-1 to pay for the marketing and distribution of the Funds Class A shares and for services provided to shareholders of the Funds Class A shares as described above. Rule 12b-1 fees are paid out of the Funds assets on an on-going basis, which may increase the cost of your investment and cost more than other types of sales charges. The distribution fee is not directly tied to the Distributors expenses. If the Distributors expenses exceed the Distributors fee, the Funds are not required to reimburse the Distributor for the excess expenses; if the Distributors fee exceeds the Distributors expenses, the Distributor may realize a profit.
The 12b-1 Plan for Class A shares imposes a 0.25% fee on the average daily net assets of the Fund attributable to Class A shares. Class A shares represent interests in the same portfolio of securities and each has the same rights as each Funds other classes of shares, except that Class A shares have exclusive voting rights with respect to the Funds 12b-1 Plan for Class A shares.
Additional dealer compensation. The Distributor or its affiliates may pay additional compensation, out of their own assets, to certain brokerage firms and other intermediaries or their affiliates, based on sales or assets attributable to the broker or intermediary, or such other criteria agreed to by the Distributor. The brokers or intermediaries to which payments may be made are determined by the Distributor. These payments may provide an incentive, in addition to any deferred sales charge, to these firms to actively promote the Quant Funds or cooperate with the Distributors promotional efforts or to provide marketing or service support to the Quant Funds. See the SAI for more information.
Making an Initial Investment
You may purchase shares of Class A shares of a Fund at the share price of such class next determined after your purchase order is received in good order by the Fund.
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Orders received prior to the close of regular trading on the New York Stock Exchange (NYSE) (ordinarily 4:00 p.m., Eastern time), will receive that days share price, unless such trade is placed as a result of an online purchase through the Quant Funds web site in which case the trade will receive the share price next determined after the money requested from your bank via the Automated Clearing House (ACH) system are received by the Funds Transfer Agent. The Funds will accept orders for purchases of shares on any day on which the NYSE is open. See Calculation of Net Asset Value . The offering of shares of the Funds, or of any particular Fund, may be suspended from time to time, and the Funds reserve the right to reject any specific order.
You must provide the Fund with a completed Account Application for all initial investments, a copy of which may be obtained by calling 1-800-326-2151, or online at www.quantfunds.com.
Transaction Privileges. If you wish to have telephone exchange or telephone redemption privileges for your account, you must elect these options on the Account Application. You should carefully review the Application and particularly consider the discussion in this Prospectus regarding the Funds policies on exchanges of Fund shares and processing of redemption requests. Some accounts, including IRA accounts, require a special Account Application. See Investment Through Tax Deferred Retirement Plans . For further information, including assistance in completing an Account Application, call the Funds toll-free number 1-800-326-2151. Shares may not be purchased by facsimile request or by electronic mail.
Patriot Act Identity Verification. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, you will need to supply your name, address, date of birth, and other information that will allow the Fund to identify you. The Fund may close your account if it cannot adequately verify your identity. If your account must be closed, your redemption price will be the net asset value (less applicable sales charges) on the date of redemption.
Investments by Check . You may purchase shares of the Funds by sending a check payable in U.S. dollars to Quant Funds specifying the name(s) of the Fund(s) and amount(s) of investment(s), together with the appropriate Account Application (in the case of an initial investment) to:
Quant Funds
Attention: Transfer Agent
55 Old Bedford Road
Lincoln, Massachusetts 01773
If you buy shares with a check that does not clear, your account may be subject to extra charges to cover collection costs. Third party checks, cashiers checks and money orders will not be accepted. Purchases made by check must wait 15 days prior to being liquidated.
Internet Transactions. Investors may make subsequent investments in their accounts through the Quant Funds web site.
Quant Funds will accept Internet purchase instructions only if the purchase price is paid to Quant Funds through debiting your bank account. Quant Funds imposes a limit of $10,000 on Internet purchase transactions and shareholders may only redeem shares purchased via the Quant Funds web site in writing or by calling the Quant Funds shareholder service line at 1-800-326-2151. Regardless of the method of redemption, for the first 90 days after the Internet purchase of shares is made, proceeds from the redemption of such shares will be paid only via ACH to the same bank account from which the purchase payment to Quant Funds originated.
If the bank account number changes during such 90 days, the shareholder must provide the Quant Funds with a signature guaranteed letter of instruction from a bank or a qualified broker/dealer changing the bank account number prior to such redemption. If during such 90-day period you are unable to open a replacement bank account, you must provide a signature guaranteed letter of redemption as described in Written Request for Redemption (regardless of the amount redeemed, the person to whom the redemption proceeds are to be paid or the address to which the redemption proceeds are to be sent).
Quant Funds employs reasonable procedures to confirm that transactions entered into over the Internet are genuine. These procedures include the use of alphanumeric passwords, secure socket layering, encryption and other precautions reasonably designed to protect the integrity, confidentiality and security of shareholder information. In order to enter into a transaction on the Quant Funds web site, you will need your Social Security Number and an alphanumeric password. If Quant Funds follows these procedures, neither Quant Funds, its affiliates, nor any Fund will be liable for any loss, liability, cost or expense for following instructions communicated via the Internet that are reasonably believed to be genuine or that follow Quant Funds security procedures. By entering into the users agreement with Quant Funds through
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our web site, you lose certain rights if someone gives fraudulent or unauthorized instructions to Quant Funds that result in a loss to you.
Automatic Investment Plan
You may participate in the Automatic Investment Plan for the Funds by completing the appropriate section of the Account Application and enclosing a minimum investment of $500 per Fund. You must also authorize an automatic withdrawal of at least $100 per account from your checking or similar account each month to purchase shares of a Fund. You may cancel the Plan at any time, but your request must be received five business days before the next automatic withdrawal (generally the 20th of each month) to become effective for that withdrawal. Requests received fewer than five business days before a scheduled withdrawal will take effect with the next scheduled withdrawal. The Funds or the Transfer Agent may terminate the Automatic Investment Plan at any time.
Investments by Wire
If you wish to buy shares by wire, please contact the Transfer Agent at 1-800-326-2151 or your dealer or broker for wire instructions. For new accounts, you must provide a completed Account Application before, or at the time of, payment. To ensure that a wire is credited to the proper account, please specify your name, the name(s) of the Fund(s) and class of shares in which you are investing, and your account number. A bank may charge a fee for wiring funds.
Investments through Brokers and other Financial Intermediaries
Shares may be purchased through any securities dealer with whom the Distributor has a sales agreement. Shares also may be made available through financial service firms which are also securities dealers and which have a service agreement with the Distributor. The Funds have approved the acceptance of purchase request orders effective as of the time of their receipt by certain authorized financial intermediaries or their designees as long as these orders are received by these entities prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). Securities dealers and financial service firms are responsible for transmitting your order to the Funds in a timely manner. The Quant Funds reserve the right to adjust the closing time to coincide with an earlier closing of the NYSE or due to other unusual circumstances.
If you invest in a Fund through investment professionals or other financial intermediaries, including wrap programs and fund supermarkets, other conditions may apply to your investment in the Fund, and the investment professional or intermediary may charge you a transaction-based or other fee for its services. These conditions and fees are in addition to those imposed by the Quant Funds and its affiliates. You should ask your investment professional or financial intermediary about its services and any applicable fees.
If your shares are held in your investment firms name, the options and services available to you may be different from those discussed in this prospectus. Ask your investment professional for more information.
Exchange of Securities for Shares of the Fund
At the discretion of the Manager and relevant Advisors, you may purchase shares of a Fund in exchange for securities of certain companies, consistent with the Funds investment objectives. Additional information regarding this option is contained in the SAI .
Subsequent Investments
If you are buying additional shares in an existing account, you should identify the Fund, the class and your account number. If you do not specify the Fund and you have investments in more than one Fund, we may have to return your check to you. If you wish to make additional investments in more than one Fund, you should provide your account numbers and identify the amount to be invested in each Fund and class. You may pay for all purchases with a single check. Additional shares may be purchased online via ACH payment as well.
Investments through Tax-Deferred Retirement Plans
Retirement plans offer you a number of benefits, including the chance to defer investment income and capital gains. Contributions to a retirement plan also may be tax deductible. Custodial retirement accounts, including IRAs, Rollover IRAs, Roth IRAs, Simplified Employee Pension Plans (SEP-IRAs), and 403(b) Accounts for employees of tax-exempt institutions (including schools, hospitals and charitable organizations) require a special Account Application. Please call 1-800-326-2151 for assistance. State Street Bank and Trust Company acts as custodian for the Funds tax-deferred accounts. Custodial accounts are subject to specific fees. You may open other types of tax-deferred accounts, including accounts established by a Plan Sponsor under Section 401(k) of the Internal Revenue Code for employee benefit plans, using the attached Account Application.
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HOW TO EXCHANGE
You can exchange all or a portion of your shares between Quant Funds within the same class, subject to the applicable minimum. You may not exchange from one class of shares to another class of shares of the same or a different Fund. The exchange privilege is available only in states where shares of the Fund being acquired may legally be sold. Individual Funds may not be registered in each state. You should be aware that exchanges might produce a gain or loss, as the case may be, for tax purposes.
The Quant Funds allow you to exchange shares at net asset value without charging you either an initial or a contingent deferred sales charge at the time of the exchange. Exchanges will be made at the net asset value per share of such class next determined after the exchange request is received in good order by the Fund. Shares you acquire by exchange will continue to be subject to any contingent deferred sales charge that applies to the shares you originally purchased. When you ultimately sell your shares, the date of your original purchase will determine your contingent deferred sales charge. There is no fee for exchanges.
You can make exchanges in writing or by telephone, if applicable. Exchanges must be made between accounts that have the same name, address and tax identification number. If exchanging by telephone, you must call prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). The Transfer Agent will only honor a telephone exchange if you have elected the telephone exchange option on your Account Application.
Shares may not be exchanged by facsimile request or by electronic mail.
HOW TO REDEEM
You can directly redeem shares of a Fund by written request, by telephone and by automatic withdrawal. Redemptions will be made at the per share net asset value of such shares next determined after the redemption request is received in good order by the Fund. If the shares you are selling are subject to a contingent deferred sales charge, it will be deducted from the sale proceeds.
Good order means that:
You have provided adequate instructions
There are no outstanding claims against your account
There are no transaction limitations on your account
Your request includes a signature guarantee (see Shareholder Account Policies ) if you:
Are selling over $10,000 worth of shares
Changed your account registration or address within the last 30 days
Instruct the Transfer Agent to mail the check to an address different from the one on your account
Want the check paid to someone other than the account owner(s)
Are transferring the sale proceeds to a Quant mutual fund account with a different registration
Are selling shares purchased over the Internet within 90 days and your bank account number has changed
The Transfer Agent will accept redemption requests only on days the NYSE is open. The Transfer Agent will not accept requests for redemptions that are subject to any special conditions or which specify a future or past effective date, except for certain notices of redemptions exceeding $250,000 (see Payment of Redemption Amount ).
Regardless of the method of redemption, for the first 90 days after the purchase of shares is made over the Internet, such shares will be paid only via ACH to the same bank account from which the payment to Quant Funds originated. If the bank account number changes during such 90 days, the shareholder must provide the Quant Funds with a signature guaranteed letter of instruction from a bank or a qualified broker/dealer changing the bank account number prior to such redemption.
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Written Request for Redemption
You can redeem all or any portion of your shares by submitting a written request for redemption signed by each registered owner of the shares exactly as the shares are registered. The request must clearly identify the account number and the number of shares or the dollar amount to be redeemed.
If you redeem more than $10,000, or request that the redemption proceeds be paid to someone other than the shareholder of record, or sent to an address other than the address of record, your signature must be guaranteed. The use of signature guarantees is designed to protect both you and the Funds from the possibility of fraudulent requests for redemption. See Shareholder Account PoliciesSignature Guarantees and Other Requirements.
Shares may not be redeemed by facsimile request or by electronic mail.
Requests should be sent to:
Quant Funds
Attention: Transfer Agent
55 Old Bedford Road
Lincoln, Massachusetts 01773
Telephone Redemption
If you have elected the telephone redemption option on your Account Application, you can redeem your shares by calling the Transfer Agent at 1-800-326-2151 provided that you have not changed your address of record within the last thirty days. You must make your redemption request prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). Once you make a telephone redemption request, you may not cancel it. The Funds, the Manager, the Distributor, and the Transfer Agent will not be liable for any loss or damage for acting in good faith on exchange or redemption instructions received by telephone reasonably believed to be genuine. The Funds employ reasonable procedures to confirm that instructions communicated by telephone are genuine. It is the Funds policy to require some form of personal identification prior to acting upon instructions received by telephone, to provide written confirmation of all transactions effected by telephone, and to mail the proceeds of telephone redemptions only to the redeeming shareholders address of record.
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Automatic Withdrawal Plan
If you have a minimum of $10,000 in your account, you may request withdrawal of a specified dollar amount (a minimum of $100) on either a monthly, quarterly or annual basis. You may establish an Automatic Withdrawal Plan by completing the Automatic Withdrawal Form, which is available by calling 1-800-326-2151 . You may stop your Automatic Withdrawal Plan at any time. Additionally, the Funds or the Transfer Agent may choose to stop offering the Automatic Withdrawal Plan.
Redemption through Broker/Dealers and Other Financial Intermediaries
You may sell shares back to the Funds through any securities dealer with whom the Distributor has a sales agreement. You should contact your securities dealer for appropriate instructions and for information concerning any transaction or service fee that may be imposed by the securities dealer. Shares also may be redeemed through financial service firms which are also securities dealers and which have a service agreement with the Distributor. The Funds have approved the acceptance of redemption requests effective as of the time of their receipt by certain authorized financial intermediaries or their designees as long as these orders are received by these entities prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time). Securities dealers and financial service firms are responsible for transmitting your redemption request to the Funds in a timely manner. The Quant Funds reserve the right to adjust the closing time to coincide with an earlier closing of the NYSE or due to other unusual circumstances.
Payment of Redemption Amount
The Funds will generally send Class A share redemption proceeds, less any applicable contingent deferred sales charge, within three business days of the execution of a redemption request. However, if the shares to be redeemed represent an investment made by check or through the Automatic Investment Plan, the Funds reserve the right to hold the redemption check until monies have been collected by the Fund from the customers bank.
The Funds may suspend this right of redemption and may postpone payment for more than seven days only when the NYSE is closed for other than customary weekends and holidays, or if permitted by the rules of the Securities and Exchange Commission during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Funds to dispose of their securities or to determine fairly the value of their net assets, or during any other period permitted by order of the Securities and Exchange Commission. As set forth in the Prospectus, the Funds may also delay payment of redemption proceeds from shares purchased by check until the check clears, which may take seven business days or longer.
Redemptions in Excess of $250,000
The Funds have reserved the right to pay redemption proceeds by a distribution in-kind of portfolio securities (rather than cash). In the event that a Fund makes an in-kind distribution, you could incur brokerage and transaction charges when converting the securities to cash. The Funds do not expect to make in-kind distributions, and if they do, the Funds will pay, during any 90-day period, your redemption proceeds in cash up to either $250,000 or 1% of the Funds net assets, whichever is less. The Funds will pay all of your redemption proceeds in cash if you provide the Funds with at least 30 days notice before you plan to redeem. You must specify the dollar amount or number of shares to be redeemed and the date of the transaction, a minimum of 30 days after receipt of the instruction by the Funds. You may make the instruction by telephone if you have telephone redemption privileges; otherwise, your request must be in writing with all signatures guaranteed. If you make a request and subsequently cancel it, subsequent redemption requests may not all be paid in cash unless the subsequent request is at least 90 days after the date of the prior canceled redemption request.
CALCULATION OF NET ASSET VALUE
Net asset value for one Fund share is the value of that shares portion of all of the net assets in the Fund. A Fund calculates its net asset value by adding the value of the Funds investments, cash, and other assets, subtracting its liabilities, and then dividing the result by the number of shares outstanding.
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Net asset value per share of each class of shares of a Fund will be determined as of the close of trading on the NYSE (ordinarily 4:00 p.m., Eastern time) on each day on which the NYSE is open for trading. Currently, the NYSE is closed Saturdays, Sundays, and the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, the Fourth of July, Labor Day, Thanksgiving and Christmas.
The Funds assets are valued primarily on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the market value has been materially affected by events occurring after the closing of an exchange or market and before the calculation of a Funds net asset value (a significant event), at fair value as determined in good faith in accordance with procedures approved by the Trustees. Other significant events which may materially affect market values may include a halt in trading for an individual security, significant fluctuations in domestic or foreign markets, or the unexpected close of a securities exchange or market as a result of natural disaster, an act of terrorism or significant governmental action. For certain securities, where no sales have been reported, the Fund may value such securities at the last reported bid price. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost.
Generally, Emerging Markets Fund and Foreign Value Fund hold securities that are primarily listed and traded on a foreign exchange. Funds holding foreign securities translate values for any portfolio investments quoted in foreign currencies into U.S. dollars using currency exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect a Funds net asset value. Because foreign markets may be open at different times than the New York Stock Exchange (NYSE), the value of a Funds shares may change on days when shareholders are not able to buy or sell them. Many securities markets and exchanges outside the U.S. close before the close of the NYSE and before the time the net asset value for a Fund is calculated. Occasionally, events affecting the value of foreign securities or currencies may occur between the close of the market on which the security trades and the close of the NYSE which will not be reflected in the computation of a Funds net asset value. If events materially affecting the value of a Funds securities occur during such a period, then such securities may be valued at their fair value as determined in good faith in accordance with procedures approved by the Trustees.
SHAREHOLDER SERVICES
How to Reach Us
By Mail: |
Quantitative Institutional Services |
55 Old Bedford Road
Lincoln, MA 01773
By Telephone: |
800-326-2151 |
On the Internet: |
www.quantfunds.com |
Quant Funds Website
www.quantfunds.com
You can use the website to get:
Your current account information
Returns of all publicly available Quant mutual funds
Prospectuses for the Quant mutual funds
A copy of Quant Funds privacy notice
Household Delivery of Fund Documents
With your consent, Quant may send a single proxy statement, prospectus and shareholder report to your residence for you and any other member of your household who has an account with the Quant Funds. If you wish to revoke your consent to this practice, you may do so by notifying Quant, by phone or in writing (see How to contact us). Quant will begin mailing separate proxy statements, prospectuses and shareholder reports to you within 30 days after receiving your notice.
Confirmation Statements
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The Transfer Agent maintains an account for each investment firm or individual shareholder and records all account transactions. You will be sent confirmation statements showing the details of your transactions as they occur.
Privacy
The Quant Funds have a policy that protects the privacy of your personal information. A copy of Quant Funds privacy notice was given to you at the time you opened your account. Quant Funds will send you a copy of the privacy notice each year. You may also obtain the privacy notice by calling the Transfer Agent or through the Quant Funds website.
Tax information
In January of each year, the Fund will mail you information about the tax status of the dividends and distributions, if any, paid to you by the Fund.
SHAREHOLDER ACCOUNT POLICIES
Exchange limitation
Quant Funds do not currently limit the number of exchange transactions you may make each year; however, the Funds intend to actively discourage short-term trading in Fund shares because frequent trading can increase the expenses incurred by the Fund and make portfolio management less efficient. Short-term trading will be treated as described in Excessive Trading.
Excessive Trading
Frequent trading into and out of a Fund can disrupt portfolio management strategies, harm Fund performance by forcing the Fund to hold excess cash or to liquidate certain portfolio securities prematurely and increase expenses for all investors, including long-term investors who do not generate these costs. An investor may use short-term trading as a strategy, for example, if the investor believes that the valuation of a Funds portfolio securities for purposes of calculating its net asset value does not fully reflect the then current fair market value of those holdings. Funds investing in securities that may require special valuation processes (such as foreign securities or small cap securities) may have increased exposure to the risks of short term trading.
Each of the Quant Funds discourages, and does not take any intentional action to accommodate, excessive and short-term trading practices, such as market timing. Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, we may consider trading in a Funds shares to be excessive for a variety of reasons, such as if:
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You sell shares within a short period of time after the shares were purchased; |
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You make two or more purchases and redemptions within a short period of time; |
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You enter into a series of transactions that is indicative of a timing pattern or strategy; or |
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We reasonably believe that you have engaged in such practices in connection with other mutual funds. |
The Quant Funds Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptions of Quant Fund shares by Fund investors. Pursuant to these policies and procedures, we monitor selected trades on a daily basis in an effort to detect excessive short-term trading. If we determine that an investor or a client of a broker has engaged in excessive short-term trading that we believe may be harmful to a Fund, we will ask the investor or broker to cease such activity and we will refuse to process purchase orders (including purchases by exchange) of such investor, broker or accounts that we believe are under their control. In determining whether to take such actions, we seek to act in a manner that is consistent with the best interests of each Funds shareholders. While we use our reasonable efforts to detect excessive trading activity, there can be no assurance that our efforts will be successful or that market timers will not employ tactics designed to evade detection. If we are not successful, your return from an investment in a Fund may be adversely affected.
Frequently, Quant Fund shares are held through omnibus accounts maintained by financial intermediaries such as brokers and retirement plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular
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broker, are aggregated. Our ability to monitor trading practices by investors purchasing shares through omnibus accounts is limited and dependent upon the cooperation of the financial intermediary in observing the Quant Funds policies.
Each Quant Fund may reject: (i) a purchase or exchange order before its acceptance or (ii) an order prior to issuance of shares. The Fund may also restrict additional purchases or exchanges in an account. Each of these steps may be taken, for any reason, without prior notice, including transactions that a Fund believes are requested on behalf of market timers. Each Quant Fund reserves the right to reject any purchase request by any investor or financial institution if the Fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the Fund. A prospective investor whose purchase or exchange order is rejected will not achieve the investment results, whether gain or loss, that would have been realized if the order were accepted and an investment made in the Fund. The Fund and its shareholders do not incur any gain or loss as a result of a rejected order.
The Quant Funds and their agents may make exceptions to these policies if, in their judgment, a transaction does not represent excessive trading or interfere with the efficient management of a Funds portfolio, such as purchases made through systematic purchase plans or payroll contributions.
The Quant Funds may impose further restrictions on trading activities by market timers in the future. The Funds prospectus will be amended or supplemented to reflect any material additional restrictions on trading activities intended to prevent excessive trading.
Medallion signature guarantees and other requirements
You are required to obtain a medallion signature guarantee when you are:
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Requesting certain types of exchanges or sales of fund shares |
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Requesting certain types of changes for your existing account |
You can obtain a signature guarantee from most broker-dealers, banks, credit unions (if authorized under state law) and federal savings and loan associations. You cannot obtain a signature guarantee from a notary public.
The Quant Funds will accept only medallion signature guarantees. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution that is participating in a medallion program recognized by the Securities Transfer Association. Signature guarantees from financial institutions that are not participating in one of these programs are not accepted. Fiduciaries and corporations are required to submit additional documents to sell fund shares.
Minimum Account Size
Each Quant Fund requires that you maintain a minimum account size, currently 50 shares for Class A share accounts. If you hold fewer than the required minimum number of shares in your account, the Fund reserves the right to notify you that it intends to sell your shares and close your account. You will be given 30 days from the date of the notice to make additional investments to avoid having your shares sold and your account closed. This policy does not apply to certain qualified retirement plan accounts.
Telephone and Website Access
You may have difficulty contacting the Quant Funds by telephone or accessing quantfunds.com during times of market volatility or disruption in telephone or Internet service. On NYSE holidays or on days when the exchange closes early, Quant will adjust the hours for the telephone center and for online transaction processing accordingly. If you are unable to access the Quant Funds website, www.quantfunds.com or reach the Quant Funds by telephone, you should communicate with the Fund in writing.
Share Certificates
The Quant Funds do not offer share certificates. Shares are electronically recorded.
29
OTHER POLICIES
Each of the Quant Funds and the Distributor reserve the right to:
charge a fee for exchanges or to modify, limit or suspend the exchange privilege at any time without notice. The Fund will provide 60 days notice of material amendments to or termination of the exchange privilege.
revise, suspend, limit or terminate the account options or services available to shareholders at any time, except as required by the rules of the Securities and Exchange Commission.
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charge a fee for wire transfers of redemption proceds or other similar transaction processing fees. |
Each of the Quant Funds reserve the right to:
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suspend transactions in Fund shares when trading on the NYSE is closed or restricted, when the Securities and Exchange Commission determines an emergency or other circumstances exist that make it impracticable for the Funds to sell or value their portfolio securities. |
redeem in kind by delivering to you portfolio securities owned by the Fund rather than cash. Securities you receive this way may increase or decrease in value while you hold them and you may incur brokerage and transaction charges and tax liability when you convert the securities to cash.
Disclosure of Portfolio Holdings
The Quant Funds have established a policy with respect to the disclosure of Fund portfolio holdings. A description of this policy is provided in the Funds SAI. In addition, the following information is generally available to you on the Funds website at www.quantfunds.com :
Information |
Approximate Date of
|
Funds top 10 holdings as of each quarter end |
14 days after quarter end |
Funds full securities holdings as of each quarter end |
30 days after quarter end |
Note that the Quant Funds or its agents may suspend the posting of this information or modify the elements of this web posting policy without notice to shareholders. Once posted, the above information will remain available on the website until at least the date on which the Quant Funds file a Form N-CSR or Form N-Q for the period that includes the date as of which the information is current.
DIVIDENDS, DISTRIBUTIONS, AND TAXATION
Dividends and Distributions
Each Funds policy is to pay at least annually as dividends substantially all of its net investment income and to distribute annually substantially all of its net realized capital gains, if any, after giving effect to any available capital loss carryover. Normally, distributions are made once a year in December.
Unless you elect otherwise, all distributions will be automatically reinvested in additional shares of the Fund you own. You may also elect to have dividends, capital gains, or both paid in cash. You will be sent a check for your dividends, capital gains and other distributions if the total distribution is at least ten dollars. If the distribution is less than ten dollars, it may be automatically reinvested in additional shares of the same class of the Fund you own. All distributions, whether received in shares or cash, are taxable and must be reported by you on federal income tax returns.
Taxation
The following discussion is very general. You are urged to consult your tax adviser regarding the effect that an investment in the Funds may have on your particular tax situation.
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Taxability of Distributions
You will normally have to pay federal income taxes, and any state or local taxes, on the distributions you receive from the Funds, whether you take the distributions in cash or reinvest them in additional shares. Distributions designated as capital gain dividends are taxable as long-term capital gains. If a portion of a Funds income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the dividends received deduction for corporate shareholders. Other distributions are generally taxable as ordinary income. Each Fund expects that the majority of its distributions will be designated as capital gains, however the proportion of such distributions may vary. Some dividends paid in January may be taxable as if they had been paid the previous December.
The Form 1099 that is mailed to you every January details your distributions and how they are treated for federal tax purposes. Fund distributions will reduce a Funds net asset value per share. Therefore, if you buy shares shortly before the record date of a distribution, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution.
If you are neither a citizen nor a resident of the U.S., the Funds will withhold U.S. federal income tax at the rate of 28% on taxable dividends and other payments that are subject to such withholding. You may be able to arrange for a lower withholding rate under an applicable tax treaty if you supply the appropriate documentation required by the Funds. The Funds are also required in certain circumstances to apply backup withholding at the rate of 31% on taxable dividends and redemption proceeds paid to any shareholder (including a shareholder who is neither a citizen nor a resident of the U.S.) who does not furnish to the Fund certain information and certifications or who is otherwise subject to backup withholding. Backup withholding will not, however, be applied to payments that have been subject to 30% withholding. Prospective investors should read the Funds Account Application for additional information regarding backup withholding of federal income tax.
Taxability of Transactions
When you redeem, sell or exchange shares, it is generally considered a taxable event for you. Depending on the purchase price and the sale price of the shares you redeem, sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transaction.
Further information relating to tax consequences is contained in the Statement of Additional Information. Fund distributions also may be subject to state, local and foreign taxes.
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FINANCIAL HIGHLIGHTS
Financial Highlights are not available for the Class A shares of the Funds because Class A shares are authorized but not issued as of the date of this prospectus.
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OBTAINING ADDITIONAL INFORMATION
More information about the Quant Funds may be obtained free upon request.
The Quant Funds Statement of Additional Information (SAI) and annual and semi-annual reports to shareholders include additional information about the Funds. The Funds annual report discusses the market conditions and investment strategies that significantly affected each Funds performance during their last fiscal years. The SAI, the Funds financial statements and the auditors report on the financial statements included in the Funds most recent annual report to shareholders, are incorporated by reference into this Prospectus, which means they are part of this prospectus for legal purposes. The Funds also file their complete schedules of portfolio holdings with the Securities and Exchange Commission (SEC) for the 1st and 3rd quarters of each fiscal year on Form N-Q. The Funds most recent portfolio holdings, as filed on Form N-Q, are also available at www.quantfunds.com.
If you have questions about the Quant Funds or your account, or you wish to obtain free copies of the Funds current SAI or annual or semi annual reports, please contact your financial adviser or contact us by mail, by telephone or on the Internet.
By Mail: |
Quantitative Institutional Services |
55 Old Bedford Road,
Lincoln, MA 01773
By Telephone: |
800-326-2151 |
On the Internet: |
www.quantfunds.com |
You may review and obtain copies of the Quant Funds SAI, financial reports, Forms N-Q and other information at the SECs Public Reference Room in Washington, D.C. You may also access reports and other information about the Funds on the EDGAR database on the SECs Internet site at http://www.sec.gov. You may get copies of this information, after payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. Please call the SEC at 1-202-942-8090 for information about the operation of the Public Reference Room. You may need to refer to the Funds file number.
SEC 1940 Act File #811-3790.
Distributed by U.S. Boston Capital Corporation, member NASD, SIPC
33
STATEMENT OF ADDITIONAL INFORMATION
Quant Funds
Quant Small Cap Fund
Quant Long/Short fund
Quant Emerging Markets Fund
Quant Foreign Value Fund
Class A Shares, Ordinary Shares and Institutional Shares
July 30, 2007
This Statement of Additional Information (SAI) is not a prospectus. It should be read in conjunction with the Funds Ordinary Shares and Institutional Shares prospectus and its Class A Shares prospectus (Class A shares are authorized but not currently offered), each dated July 30, 2007, as supplemented or revised from time to time. This SAI incorporates by reference the Quant Funds Annual Report for the fiscal period ended March 31, 2007. A copy of each prospectus and the Funds Annual Report can be obtained free of charge by calling 1-800-326-2151, by written request to the Quant Funds at 55 Old Bedford Road, Lincoln, MA 01773 or from our website at: www.quantfunds.com.
On November 1, 2006, Quant Growth and Income Fund changed its name to Quant Long/Short Fund.
TABLE OF CONTENTS
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PAGE |
FUND HISTORY |
..................................................................................... |
1 |
INVESTMENT OBJECTIVES AND POLICIES |
..................................................................................... |
1 |
INVESTMENT POLICIES, RISKS AND RESTRICTIONS |
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1 |
INVESTMENT RESTRICTIONS OF THE FUNDS |
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8 |
MANAGEMENT OF THE FUNDS |
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11 |
PORTFOLIO TRANSACTIONS |
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30 |
DISCLOSURE OF PORTFOLIO HOLDINGS |
31 |
HOW TO INVEST |
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33 |
HOW TO EXCHANGE |
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37 |
HOW TO REDEEM |
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38 |
CALCULATION OF NET ASSET VALUE |
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38 |
DISTRIBUTIONS |
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40 |
TAXATION |
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40 |
PERFORMANCE MEASURES |
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42 |
THE QUANT FUNDS |
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47 |
PROXY VOTING POLICIES |
................................................................................................... |
48 |
EXPERTS |
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48 |
APPENDIX |
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49 |
FUND HISTORY
The Quantitative Group of Funds was established in 1983 as a business trust under Massachusetts law. A copy of the Amended and Restated Declaration of Trust (as amended through July 19, 1993) amending and restating the Agreement and Declaration of Trust dated June 27, 1983, is on file with the Secretary of the Commonwealth of Massachusetts. See THE QUANT FUNDS for additional information.
INVESTMENT OBJECTIVES AND POLICIES
The Funds are series of the Quantitative Group of Funds, or Quant Funds, a registered, open-end, management investment company (the Trust). The Funds are non-diversified. The investment objectives and policies of the Funds are summarized in the text of the prospectus following the captions BASIC INFORMATION ABOUT THE FUNDS and NON-PRINCIPAL INVESTMENT POLICIES AND RELATED RISKS. There is no assurance that the Funds objectives will be achieved. This SAI contains certain additional information about those objectives and policies. Capitalized terms used in this SAI but not defined herein have the same meaning as in the prospectus.
INVESTMENT POLICIES, RISKS AND RESTRICTIONS
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The prospectus presents the investment objectives and the principal investment strategies and risks of the Funds. This section supplements the disclosure in the Funds' prospectus and provides additional information on each Fund's investment policies or restrictions. Restrictions or policies stated as a maximum percentage of the Funds assets are only applied immediately after a portfolio investment to which the policy or restriction is applicable (other than the limitations on borrowing and illiquid securities). Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether the investment complies with a Funds restrictions and policies.
CONVERTIBLE SECURITIES. Each of the Funds may invest in convertible securities, such as convertible debentures, bonds and preferred stock, which allow the holder thereof to convert the instrument into common stock at a specified share price or ratio. The price of the common stock may fluctuate above or below the specified price or ratio, which may allow a Fund the opportunity to purchase the common stock at below market price or, conversely, render the right of conversion worthless. A Fund will invest in convertible securities primarily for their equity characteristics.
OTHER INVESTMENT COMPANIES. The Funds may invest in the securities of other investment companies to the extent that such investments are consistent with a Funds investment objective and policies and permissible under the Investment Company Act of 1940, as amended (the 1940 Act). Under the 1940 Act, a Fund may not acquire the securities of other domestic or non-U.S. investment companies if, as a result, (i) more than 10% of the Funds total assets would be invested in securities of other investment companies, (ii) such purchase would result in more than 3% of the total outstanding voting securities of any one investment company being held by the Fund, or (iii) more than 5% of the Funds total assets would be invested in any one investment company.
Subject to the limitations on investments in other investment companies, Quant Emerging Markets Fund may invest up to 10% of its total assets in closed-end country funds whose shares are traded in the United States. Investments in closed-end funds may allow the Fund to attain exposure to a broader base of companies in certain emerging markets and to avoid foreign government restrictions that may limit direct investment in a countrys equity markets. Closed-end country funds are managed pools of securities of companies having their principal place of business in a particular foreign country. Shares of certain of these closed-end investment companies may at times only be acquired at market premiums to their net asset values.
The limitations on investments in other investment companies do not apply to the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all the assets of another investment company. A Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies expenses, including advisory fees. These expenses are in addition to the direct expenses of the Funds own operations.
EXCHANGE TRADED FUNDS. Subject to the limitations on investment in OTHER INVESTMENT COMPANIES as such may be modified by an exemptive order from the Securities and Exchange Commission with respect to a particular exchange traded fund (ETF), a Fund may invest in ETFs.
ETFs, such as Standard & Poors Corporation (S&P) depositary receipts (SPDRs), Nasdaq 100 Index Trading Stock (QQQs), iShares and various country index funds, are investment companies whose shares are traded on a national exchange or the National Association of Securities Dealers Automatic Quotation System (NASDAQ). ETFs may be based on underlying equity or fixed income securities. SPDRs, for example, seek to provide investment results that generally correspond to the performance of the component common stocks of the S&P 500. ETFs do not sell individual shares directly to investors and only issue their shares in large blocks known as creation units. The investor purchasing a creation unit then sells the individual shares on a secondary market. Therefore, the liquidity of ETFs depends on the adequacy of the secondary market.
There can be no assurance that an ETFs investment objective will be achieved. ETFs based on an index may not replicate and maintain exactly the composition and relative weightings of securities in the index. ETFs are subject to the risks of investing in the underlying securities. A Fund, as a holder of the securities of the ETF, will bear its pro rata portion of the ETFs expenses, including advisory fees. These expenses are in addition to the direct expenses of the Funds own operations.
REAL ESTATE INVESTMENT TRUSTS ("REITs"). REITs are companies which invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs are not taxed on income distributed to shareholders provided they comply with the applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"). In some cases, a Fund will indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests in addition to the expenses paid by the Fund.
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Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An equity REIT may be affected by changes in the value of the underlying properties owned by the REIT. A mortgage REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their obligations. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, such as health care, are also subject to risks associated with such industry.
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans the interest rates on which are reset periodically, yields on a REIT's investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial resources and may trade less frequently and in a more limited volume than larger company securities.
The current expectation is that a Fund will limit its investments in REITs to equity REITs.
INVESTMENTS IN INITIAL PUBLIC OFFERINGS. To the extent consistent with its investment objective, each of the Funds may invest up to 5% of its total net assets (at time of purchase) in initial public offerings (IPO) of equity securities. The market for such securities may be more volatile and entail greater risk of loss than investments in more established companies. Many companies engaged in IPOs are smaller capitalization companies that present the risks of such companies described in Principal Risks for Each Fund in the prospectus. Such risks may include limited operating histories, dependence on a limited number of management personnel, reliance on one or a small number of core businesses, including businesses for which there may not be well developed markets. Newly public companies may also have limited access to additional capital to finance operating needs and/or implementation of strategic plans. At times, investments in IPOs could represent a significant portion of a funds investment performance. A Fund cannot assure that investments in IPOs will continue to be available to the Fund or, if available, will result in positive investment performance , particularly during times when a Fund is of smaller size. In addition, as a Funds assets increase, the impact of investments in IPOs on the overall performance of the Fund is likely to decrease.
A Fund may sell stocks purchased in IPOs shortly after the time of the offering in order to realize a short-term profit. Such sales involve transaction costs and are taxable events that would give rise to short-term capital gains that are taxable at the less favorable rates applicable to ordinary income. Although opportunities may exist to realize a short-term profit on stocks purchased in IPOs, a Fund may continue to hold such stocks for longer-term investment if the Funds Advisor believes this is appropriate. Holding stocks of newly public companies over the longer-term involves the risk that the prices of such stocks may depreciate substantially from the initial offering price and from higher trading prices that may exist in the markets shortly following the initial offering. In addition to buying stocks directly in an IPO, each Fund may purchase newly public stocks in the secondary market if a Funds Advisor determines that this is an appropriate investment. Purchasing newly public stocks shortly after the offering may involve paying market prices significantly above the initial offering price. Active market activity in newly public stocks may diminish substantially over time creating the risk that such stocks purchased in the secondary market could depreciate substantially in value, including over a relatively short time period.
DERIVATIVES. Each Fund may, but is not required to, engage in a variety of transactions using derivatives, such as futures, options, warrants and swaps. Derivatives are financial instruments whose value depend upon, or are derived from, the value of something else, such as one or more underlying investments, indexes or currencies. Derivatives may be traded on organized exchanges, or in individually negotiated transactions with other parties (these are known as over the counter). Each Fund may use derivatives both for hedging and non-hedging purposes. Although each Funds Advisor has the flexibility to use these strategies, it may choose not to for a variety of reasons, even under very volatile market conditions. Derivatives involve special risks and costs and may result in losses to the Fund. The successful use of derivatives requires sophisticated management and each Fund will depend on its Advisors ability to analyze and manage derivatives transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Some derivatives are leveraged and therefore may magnify or otherwise increase investment losses to the Fund. A Funds use of derivatives may also increase the amount of taxes payable by shareholders. Other risks arise from the potential inability to terminate or sell derivatives positions. A liquid secondary market may not always exist for the Funds derivatives positions at any time. In fact, many over-the-counter instruments will not be liquid. Over-the-counter instruments also involve the risk that the other party will not meet its obligations to a Fund.
Participatory Notes. The Emerging Markets Fund and Foreign Value Fund may invest in participatory notes. Participatory notes are offshore derivative instruments issued to foreign investors against underlying Indian securities. These securities are not registered with the Securities and Exchange Board of India. The risks of investing in participatory notes are similar to those risks of investing in foreign securities in general. See Principal Risks for Each Fund in the Funds prospectus for a
3
discussion of the risks of investing in foreign securities. Participatory notes function similarly to depositary receipts except that brokers, not U.S. banks, are depositories for Indian-based securities on behalf of foreign investors. Brokers buy Indian-based securities and then issue participatory notes to foreign investors. Any dividends or capital gains collected from the underlying securities are remitted to the foreign investors. However, unlike depositary receipts, participatory notes are subject to credit risk based on the uncertainty of the counterpartys (i.e., the brokers) ability to meet its obligations.
Currently, the Emerging Markets Fund does not intend to invest in participatory notes.
OPALS. The Emerging Markets Fund and Foreign Value Fund may each invest in optimized portfolio as listed securities (OPALS). OPALS represent an interest in a basket of securities of companies primarily located in a specific country generally designed to track an index for that country. Investments in OPALS are subject to the same risks inherent in directly investing in foreign securities. See PRINCIPAL RISKS FOR EACH FUND-Foreign Investments in the prospectus. In addition, because the OPALS are not registered under the securities laws, they may only be sold to certain classes of investors, and it may be more difficult for the Fund to sell OPALS than other types of securities. However, the OPALS may generally be exchanged with the issuer for the underlying securities, which may be more readily tradable.
DEPOSITORY RECEIPTS. Each Fund may invest in American Depository Receipts (ADRs), European Depository Receipts (EDRs) and Global Depository Receipts (GDRs). ADRs, EDRs and GDRs are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuers home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and economic risks of the underlying issuers country. ADRs, EDRs and GDRs may be sponsored or unsponsored. Unsponsored receipts are established without the participation of the issuer. Unsponsored receipts differ from receipts sponsored by an issuer in that they may involve higher expenses, they may not pass-through voting or other shareholder rights, and they may be less liquid.
FOREIGN CURRENCY TRANSACTIONS. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades.
Since investments in foreign companies will usually involve currencies of foreign countries, and since the Foreign Value and Emerging Markets Funds may temporarily hold funds in bank deposits in foreign currencies during the completion of investment programs, the value of the assets of these Funds as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the Funds may incur costs in connection with conversions between various currencies. The Foreign Value and Emerging Markets Funds will conduct foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward contracts to purchase or sell foreign currencies. The Foreign Value and Emerging Markets Funds will generally not enter into a forward contract with a term of greater than one year. The Funds Custodian (as defined below) will place cash or liquid debt securities into a segregated account of the series in an amount equal to the value of the Funds total assets committed to the consummation of forward foreign currency exchange contracts. If the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Funds commitments with respect to such contracts.
The Foreign Value and Emerging Markets Funds will generally enter into forward foreign currency exchange contracts under two circumstances. First, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to lock in the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transactions, the Fund will seek to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.
Second, when a Funds Advisor believes that the currency of a particular foreign country may experience an adverse movement against the U.S. dollar, it may enter into a forward contract to sell an amount of the foreign currency approximating the value of some or all of the Funds portfolio securities denominated in such foreign currency. Alternatively, where appropriate, a Fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies where certain of such currencies act as an effective proxy for other currencies. In such a case, the Fund may enter into a forward
4
contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the Fund. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under certain circumstances, the Fund may commit a substantial portion, or up to 75% of the value of its assets, to the consummation of these contracts. The Funds Advisor will consider the effect a substantial commitment of its assets to forward contracts would have on the investment program of the Fund and the flexibility of the Fund to purchase additional securities. Other than as set forth above, the Fund will not enter into such forward contracts or maintain a net exposure to such contracts where the consummation of the contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of the Funds portfolio securities or other assets denominated in that currency. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, the Funds Advisor believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the Fund will be served.
At the maturity of a forward contract, a Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an offsetting contract obligating it to purchase, on the same maturity date, the same amount of the foreign currency.
As indicated above, it is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of the forward contract. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Fund is obligated to deliver.
If a Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the Funds entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.
The Funds are not required to enter into forward contracts with regard to their foreign currency-denominated securities and will not do so unless deemed appropriate by the relevant Funds Advisor. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain that might result from an increase in the value of that currency.
SHORT-TERM DEBT OBLIGATIONS. The Funds may invest in short-term debt obligations for temporary defensive purposes and for liquidity purposes (e.g., for redemption of shares, to pay expenses or pending other investments). Short-term debt obligations may include obligations of the U.S. government and (in the case of the Foreign Value Fund and Emerging Markets Fund) securities of foreign governments. Short-term debt obligations may also include certificates of deposit and bankers acceptances issued by U.S. banks (and, in the case of the Foreign Value Fund and Emerging Markets Fund, foreign banks) having deposits in excess of $2 billion, commercial paper, short-term corporate bonds, debentures and notes and repurchase agreements, all with one year or less to maturity. Investments in commercial paper are limited to obligations (i) rated Prime-1 by Moodys Investors Service, Inc.(Moodys) or A-1 by S&P, or in the case of any instrument that is not rated, of comparable quality as determined by the Manager or an Advisor, or (ii) issued by companies having an outstanding debt issue currently rated Aaa or Aa by Moodys or AAA or AA by S&P. Investments in other corporate obligations are limited to those having maturity of one year or less and rated Aaa or Aa by Moodys or AAA or AA by Standard & Poors. The value of fixed-income securities may fluctuate inversely in relation to the direction of interest rate changes.
BOND RATINGS.
Moodys bond ratings cited above are as follows:
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Aaa: Bonds that are rated Aaa are judged to be the best quality and to carry the smallest degree of investment risk. Interest payments are protected by a large or exceptionally stable margin and principal is secure.
Aa: Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as with Aaa securities or other elements may make long-term risks appear greater than those of Aaa securities.
The S&P Corporation bond ratings cited above are as follows:
AAA: AAA is the highest rating assigned to a debt obligation and indicates an extremely strong capacity to pay principal and interest.
AA: Bonds rated AA also qualify as high quality debt obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in small degree.
REPURCHASE AGREEMENTS. A repurchase agreement is a contract under which a Fund would acquire a security for a relatively short period (usually not more than one week), subject to the obligation of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing the Funds cost plus interest). The Funds will enter into repurchase agreements only with (i) commercial banks or (ii) registered broker-dealers. Although each Fund may enter into repurchase agreements with respect to any securities which it may acquire consistent with its investment policies and restrictions, it is the Funds present intention to enter into repurchase agreements only with respect to obligations of the U.S. government or its agencies or instrumentalities. While the repurchase agreements entered into by a Fund will provide that the underlying security at all times shall have a value at least equal to the resale price stated in the agreements (and, for this purpose, the underlying security will be marked to market daily), if the seller defaults, the Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement including interest. In addition, if the seller should be involved in bankruptcy or insolvency proceedings, the Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor and required to return the underlying collateral to the sellers estate.
No more than 5% of the value of a Funds total assets will be invested in repurchase agreements that have a maturity longer than seven (7) days. Investments in repurchase agreements which have a longer maturity are not considered to be readily marketable (see "Illiquid Securities" below). In addition, a Fund will not enter into repurchase agreements with a securities dealer if such transactions constitute the purchase of an interest in such dealer under the 1940 Act.
SECURITIES LOANS. Each Fund may make secured loans of its portfolio securities amounting to not more than 30% of its total assets. See INVESTMENT RESTRICTIONS OF THE FUNDS. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in the recovery of the securities or loss of rights in the collateral should the borrower fail financially. Securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral in cash or cash equivalents (such as U.S. Treasury bills) at least equal at all times to the market value of the securities lent. The borrower pays to a Fund an amount equal to any dividends or interest received on the securities lent. A Fund may invest the cash collateral received in interest-bearing, short-term securities or receive a fee from the borrower. Although voting rights, or rights to consent with respect to the loaned securities, pass to the borrower, a Fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by a Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. A Fund may also call such loans in order to sell the security involved.
OPTIONS. Each Fund may write covered call options that are traded on national securities exchanges with respect to stocks in its portfolio (ensuring that each Fund at all times will have in its portfolios the securities which it may be obligated to deliver if the options are exercised). The writer of a call option gives to the purchaser of that option the right to buy the underlying security from the writer at the exercise price prior to the expiration date of the call. Call options are generally written for periods of less than six months. Each Fund may write covered call options on securities in its portfolios in an attempt to realize a greater current return than would be realized on the securities alone or to provide greater flexibility in disposing of such securities. Each Fund may also write call options to partially hedge a possible stock market decline. Because each Funds objective is growth of capital, covered call options would not be written except at a time when it is believed that the price of the common stock on which the call is being written will not rise in the near future and the Fund does not desire to sell the common stock for tax or other reasons. The writer of a covered call option receives a premium for undertaking the obligation to sell the underlying security at a fixed price during the option period if the option is exercised. So long as each Fund remains obligated as a writer of covered calls, it foregoes the opportunity to profit from increases in the market prices of the underlying securities above the exercise prices of the options, except insofar as the premiums represent such profits, and retain the risk of loss should the value of the underlying securities decline. Each Fund may also enter into closing purchase transactions in order to terminate its obligations as a writer of covered call options prior to the expiration of the options. Although limiting
6
writing covered call options to those which are traded on national securities exchanges increases the likelihood of being able to make closing purchase transactions, there is no assurance that each Fund will be able to effect such transactions at any particular time or at an acceptable price. If each Fund was unable to enter into a closing purchase transaction, the principal risks to each Fund would be the loss of any capital appreciation of the underlying security in excess of the exercise price and the inability to sell the underlying security in a down market until the call option was terminated. The writing of covered call options could result in an increase in the portfolio turnover rate of each Fund, especially during periods when market prices of the underlying securities appreciate.
SHORT SALES.
Quant Long/Short Fund
Long/Short Fund may sell securities short. No securities will be sold short if, after giving effect to any short sales, the value of all securities sold short would exceed 33% of Long/Short Funds net assets.
A security is sold short when Long/Short Fund sells a security it does not own. To sell a security short, Long/Short Fund must borrow the security from someone else to deliver it to the buyer. Long/Short Fund then replaces the borrowed security by purchasing it at the market price at or before the time of replacement. Until it replaces the security, Long/Short Fund repays the person that lent it the security for any interest or dividends that may have accrued during the period of the loan.
Long/Short Fund typically sells securities short to take advantage of an anticipated decline in prices and/or protect a profit in a security it already owns. Long/Short Fund can lose money if the price of the security it sold short increases between the date of the short sale and the date on which Long/Short Fund replaces the borrowed security. Likewise, Long/Short Fund can profit if the price of the security declines between those dates.
To borrow the security, Long/Short Fund also may be required to pay a premium, which would increase the cost of the security sold. Long/Short Fund will incur transaction costs in effecting short sales. Long/Short Funds gains and losses will be decreased or increased, as the case may be, by the amount of the premium, dividends, interest, or expenses Long/Short Fund may be required to pay in connection with a short sale. The broker will retain the net proceeds of the short sale to the extent necessary to meet margin requirements until the short position is closed out.
Whenever Long/Short Fund sells a security short, the Custodian segregates an amount of cash or liquid securities (see Asset Segregation below).
Funds other than Quant Long/Short Fund
The Funds (except Quant Long/Short Fund) will limit short sales to selling securities "against the box." No securities will be sold short if after giving effect to any short sales, the value of all securities sold short would exceed 25% of a Funds net assets.
Short Sales Against the Box. The Funds may sell securities short against the box. A short sale involves the Fund borrowing securities from a broker and selling the borrowed securities. The Fund has an obligation to return securities identical to the borrowed securities to the broker. In a short sale against the box, the Fund at all times own an equal amount of the security sold short or securities convertible into or exchangeable for, with or without payment of additional consideration, an equal amount of the security sold short. The Fund intends to use short sales against the box to hedge. For example when the Fund believes that the price of a current portfolio security may decline, the Fund may use a short sale against the box to lock in a sale price for a security rather than selling the security immediately. In such a case, any future losses in the Funds long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position.
If the Fund effects a short sale against the box at a time when it has an unrealized gain on the security, it may be required to recognize that gain as if it had actually sold the security (a constructive sale) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale provided that certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which the Fund may make short sales against the box.
Asset Segregation
The 1940 Act requires that each Fund segregate assets in connection with certain types of transactions that may have the effect of leveraging the Funds portfolio. If a Fund enters into a transaction requiring segregation, such as a short sale, the Custodian or the Advisor will segregate liquid assets in an amount required to comply with the 1940 Act. Such segregated
7
assets will be valued at market daily. If the aggregate value of such segregated assets declines below the aggregate value required to satisfy the 1940 Act, additional liquid assets will be segregated.
FORWARD COMMITMENTS. Each Fund may make contracts to purchase securities for a fixed price at a future date beyond customary settlement time (forward commitments), if the Fund holds, and maintains until the settlement date in a segregated account with the Funds Custodian, cash or short-term debt obligations in an amount sufficient to meet the purchase price. These debt obligations will be marked to market on a daily basis and additional liquid assets will be added to such segregated accounts as required. Forward commitments may be considered securities in themselves. They involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Funds other assets. Although a Fund will generally enter into forward commitments with the intention of acquiring securities for its portfolio, a Fund may dispose of a commitment prior to settlement if the Advisor deems it appropriate to do so. A Fund may realize short-term profits or losses upon the sale of forward commitments.
WARRANTS. The Funds may invest in warrants purchased as units or attached to securities purchased by the series. Warrants are options to purchase equity securities at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
ILLIQUID SECURITIES. Securities which do not trade on stock exchanges or in the over the counter market, or have restrictions on when and how they may be sold, are generally considered to be illiquid. An illiquid security is one that a Fund may have difficulty, or may even be legally precluded from, selling within a particular time. The Funds may invest in illiquid securities, including restricted securities and other investments that are not readily marketable. A Fund will not purchase any such security if the purchase would cause the Fund to invest more than 15% of its net assets, measured at the time of purchase, in illiquid securities. Repurchase agreements maturing in more than seven days are considered illiquid for purposes of this restriction.
The principal risk of investing in illiquid securities is that a Fund may be unable to dispose of them at the time desired or at a reasonable price. In addition, in order to resell a restricted security, a Fund might have to bear the expense and incur the delays associated with registering the security with the Securities and Exchange Commission (the Commission), and otherwise obtaining listing on a securities exchange or in the over the counter market.
ALTERNATIVE STRATEGIES. At times, each Funds Advisor may judge that market conditions make pursuing the Funds investment strategies inconsistent with the best interests of its shareholders. Each Funds Advisor may then temporarily use alternative strategies that are mainly designed to limit the Funds losses. These alternative strategies may include the purchase of debt, money market investments and other investments not consistent with the investment strategies of the Fund. Although each Funds Advisor has the flexibility to use these strategies, it may choose not to for a variety of reasons, even in very volatile market conditions. These strategies may cause the Fund to miss out on investment opportunities, and may prevent the Fund from achieving its goal.
PORTFOLIO TURNOVER. A change in securities held by a Fund is known as portfolio turnover and almost always involves the payment by the Fund of brokerage commissions or dealer markups and other transaction costs on the sale of securities as well as on the reinvestment of the proceeds in other securities. High portfolio turnover involves correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund and may affect taxes paid by shareholders to the extent short-term gains are distributed. Portfolio turnover is not a limiting factor with respect to investment decisions by any Fund.
The portfolio turnover rates for the Funds three most recently ended fiscal years were as follows:
|
Fiscal Years Ended March 31, |
|
|
|
2006 |
2007 |
|
SMALL CAP FUND |
57% |
41% |
|
LONG/SHORT FUND* |
105% |
83% |
|
EMERGING MARKETS FUND |
34% |
24% |
|
FOREIGN VALUE FUND |
29% |
19% |
|
*The Funds annual portfolio turnover ratio as a result of its new investment strategy implemented November 1, 2006 is estimated to be slightly more than 200%. Portfolio turnover rate is calculated on long security positions only. Short positions are generally held for less than one year.
INVESTMENT RESTRICTIONS OF THE FUNDS
8
Fundamental Investment Restrictions. Each Fund has adopted certain fundamental investment restrictions which, along with the Fund's investment objective, may not be changed without the affirmative vote of the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Fund. Statements in italics are not part of the restriction. For this purpose, a majority of the outstanding shares of the Fund means the vote of the lesser of:
1. 67% or more of the shares represented at a meeting, if the holders of more than 50% of the outstanding shares are present in person or by proxy, or
|
2. |
more than 50% of the outstanding shares of the Fund. |
Statements in italics are not part of the investment restriction.
LONG/SHORT FUND
Long/Short Fund may not:
(1) |
issue senior securities, except to the extent permitted by applicable law, as amended and interpreted or modified form time to time by any regulatory authority having jurisdiction; |
(2) |
borrow money, except on a temporary basis and except to the extent permitted by applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction; |
Under current regulatory requirements, the Fund may: (a) borrow from banks or through reverse repurchase agreements in an amount up to 33 1/3% of the Funds total assets (including the amount borrowed); (b) borrow up to an additional 5% of the Funds assets for temporary purposes; (c) obtain such short-term credits as are necessary for the clearance of portfolio transactions; and (d) purchase securities on margin to the extent permitted by applicable law . In the opinion of the SEC, the Funds limitation on borrowing includes any pledge, mortgage or hypothecation of its assets.
(3) |
invest in real estate except (a) that the Fund may invest in securities of issuers that invest in real estate or interests therein, securities that are secured by real estate or interests therein, securities of real estate investment trusts, mortgage-backed securities and other securities that represent a similar indirect interest in real estate; and (b) the Fund may acquire real estate or interests therein through exercising rights or remedies with regard to an instrument or security; |
(4) |
act as an underwriter, except insofar as the Fund technically may be deemed to be an underwriter in connection with the purchase or sale of its portfolio securities; |
(5) |
make loans, except that the Fund may (i) lend portfolio securities in accordance with the Funds investment policies, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of publicly distributed debt securities, bank loan participation interests, bank certificates of deposit, bankers acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, (iv) participate in a credit facility whereby the Fund may directly lend to and borrow money from other affiliated Funds to the extent permitted under the 1940 Act or an exemption therefrom, and (v) make loans in any other manner consistent with applicable law, as amended and interpreted or modified from time to time by any regulatory authority having jurisdiction; |
(6) |
concentrate its investments in securities of companies in any particular industry; or |
In the opinion of the SEC, investments are concentrated in a particular industry if such investments aggregate more than 25% of the funds total assets. When identifying industries for purposes of its concentration policy, the Fund will rely upon available industry classifications. As of November 1, 2006, the Fund relied on MSCI Global Industry Classification Standard (GICS ) classifications. The Funds policy does not apply to investments in U.S. government securities.
(7) |
invest in commodities or commodity contracts, except that the Fund may invest in currency instruments and currency contracts and financial instruments and financial contracts that might be deemed to be commodities and commodity contracts in accordance with applicable law. |
For example, a futures contract may be deemed to be a commodity contract.
SMALL CAP FUND, EMERGING MARKETS FUND AND FOREIGN VALUE FUND
9
Each Fund may not:
(1) |
purchase any security if as a result a Fund would then hold more than 10% of any class of securities of an issuer (taking all common stock issues of an issuer as a single class, all preferred stock issues as a single class, and all debt issues as a single class) or more than 10% of the outstanding voting securities of an issuer; |
(2) |
purchase any security if as a result any Fund would then have more than 10% of the value of its net assets (taken at current value) invested in any of the following types of investment vehicles: in securities of companies (including predecessors) less than three years old, in securities which are not readily marketable, in securities which are subject to legal or contractual restrictions on resale (restricted securities) and in repurchase agreements which have a maturity longer than seven (7) days, provided, however, that no Fund may invest more than 15% of its assets in illiquid securities; |
(3) |
make short sales of securities or maintain a short position unless at all times when a short position is open the particular Fund owns an equal amount of such securities or securities convertible into, or exchangeable without payment of any further consideration for, securities of the same issue as, and equal in amount to, the securities sold short, and unless not more than 10% of the Funds net assets (taken at current value) is held as collateral for such sales at any one time. Such sales of securities subject to outstanding options would not be made. A Fund may maintain short positions in a stock index by selling futures contracts on that index; |
(4) |
issue senior securities, borrow money or pledge its assets except that a Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and pledge its assets to secure such borrowings. A Fund will not purchase any additional portfolio securities so long as its borrowings amount to more than 5% of its total assets. (For purposes of this restriction, collateral arrangements with respect to the writing of covered call options and options on index futures and collateral arrangements with respect to margin for a stock index future are not deemed to be a pledge of assets and neither such arrangements nor the purchase or sale of stock index futures or the purchase of related options are deemed to be the issuance of a senior security.); |
(5) |
purchase or retain securities of any company if, to the knowledge of the Funds, officers and Trustees of the Funds or of the Manager or of the Advisor of the particular Funds who individually own more than 1/2 of 1% of the securities of that company together own beneficially more than 5% of such securities; |
(6) |
buy or sell real estate or interests in real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate; |
(7) |
act as underwriter except to the extent that, in connection with the disposition of Fund securities, it may be deemed to be an underwriter under certain provisions of the federal securities laws; |
(8) |
make investments for the purpose of exercising control or management; |
(9) |
participate on a joint or joint and several basis in any trading account in securities; |
(10) |
write, purchase, or sell puts, calls or combinations thereof, except that the Fund may (i) write covered call options with respect to all of its portfolio securities; (ii) purchase put options and call options on widely recognized securities indices, common stock of individual companies or baskets of individual companies in a particular industry or sector; (iii) purchase and write call options on stock index futures and on stock indices; (iv) sell and purchase such options to terminate existing positions; |
(11) |
invest in interests in oil, gas or other mineral exploration or development programs, although it may invest in the common stocks of companies that invest in or sponsor such programs; |
(12) |
make loans, except (i) through the purchase of bonds, debentures, commercial paper, corporate notes and similar evidences of indebtedness of a type commonly sold privately to financial institutions, (ii) through repurchase agreements and loans of portfolio securities (limited to 30% of the value of a Funds total assets). The purchase of a portion of an issue of such securities distributed publicly, whether or not such purchase is made on the original issuance, is not considered the making of a loan; or |
(13) |
invest more than 25% of the value of its total assets in any one industry. |
10
(14) |
invest in commodities or commodity contracts or in puts, calls, or combinations of both, except interest rate futures contracts, options on securities, securities indices, currency and other financial instruments, futures contracts on securities, securities indices, currency and other financial instruments and options on such futures contracts, forward foreign currency exchange contracts, forward commitments, securities index put or call warrants and repurchase agreements entered into in accordance with the funds investment policies. |
Although certain of these policies envision a Fund maintaining a position in a stock index by selling futures contracts on that index and also envision that under certain conditions one or more Funds may engage in transactions in stock index futures and related options, the Funds do not currently intend to engage in such transactions.
All percentage limitations on investments, except the percentage limitations with respect to borrowing in fundamental policy (4) above, will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment.
MANAGEMENT OF THE FUNDS
The Trustees of the Trust are responsible for protecting the interests of shareholders. The Trustees meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with companies that provide services to the Funds and review the Funds performance. The majority of the Trustees are otherwise not affiliated with the Funds and not interested persons (as defined in the 1940 Act) of the Advisor, the Manager or the Funds (Non-Interested Trustees).
NON-INTERESTED TRUSTEES
Name, Address and (Age) (1) |
Position with Fund; Length of Time Served; and Term of Office (2)
|
Principal Occupation(s) During Past Five Years (3) |
Number of Portfolios in Fund Complex Overseen by Director |
Other Directorships Held By Director |
|
|
|
|
|
Robert M. Armstrong (68)
|
Trustee (1985 to present)
|
President, Alumni Career Services, Inc.; Independent financial and career consulting services |
4 |
NewPage Corporation; NewPage Holding Corporation |
John M. Bulbrook (65)
|
Trustee (1985 to present)
|
CEO and Treasurer, John M. Bulbrook Insurance Agency, Inc. |
4 |
John M. Bulbrook Insurance Agency Inc. |
Edward E. Burrows (74) |
Trustee (1985 to present)
|
Independent consulting actuary - employee benefit plans.
|
4 |
None |
William H. Dunlap (56) |
Trustee (October 2006 to present)
|
President, EQ Rider, Inc., equestrian clothing sales; Principal, William H. Dunlap & Company (consulting firm) |
4 |
Merrimack County Savings Bank |
Clinton S. Marshall (50) |
Trustee (April 2003 to present) |
Owner, Coastal CFO Solutions, outsource firm offering CFO solutions to businesses; CFO, Fore River Company, commercial real estate; Finance Director, Northern York County Family YMCA; CFO,Great Works Internet, voice an internet service provider; CFO, Holographix, developer and manufacturer of holographic mirrors and gratings |
4 |
Great Works Internet |
11
INTERESTED TRUSTEES (4) AND OFFICERS
Name, Address and (Age) (1) |
Position with Fund; Length of Time Served; and Term of Office (2)
|
Principal Occupation(s) During Past Five Years (3) |
Number of Portfolios in Fund Complex Overseen by Director |
Other Directorships Held By Director |
Leon Okurowski (64) |
Vice President, Treasurer (1985 to present) |
Director and Vice President, U.S. Boston Capital Corporation; Treasurer, Quantitative Investment Advisors, Inc.; Trustee, Quant Funds (4/17/1985 9/30/2004) |
4 |
AB&T; Everest USB Canadian Storage, Inc.; Quantitative Investment Advisors, Inc.; Sugarbush Solutions, Inc.; U.S. Boston Corporation; U.S. Boston Asset Management Corporation; MedCool, Inc., USB Corporation; USB Everest Management, LLC; USB Everest Storage LLC; USB Greenville - 86, Inc.; USB-85 Restaurant Associates, Inc.; USB Atlantic Associates, Inc.; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation
|
Willard L. Umphrey (66) |
Trustee, President, Chairman (1985 to present) |
Director, U.S. Boston Capital Corporation; President, Quantitative Investment Advisors, Inc. |
4 |
AB&T U.S. Boston Corporation; U.S. Boston Asset Management Corporation; Quantitative Investment Advisors, Inc.; Pear Tree Partners Management LLC; Pear Tree Royalty Company, Inc.(through 6/2005); Sugarbush Solutions, Inc.; USB Corporation; USB Greenville - 86, Inc.; USB-85 Restaurant Associates, Inc.; USB Atlantic Associates, Inc.; U.S. Boston Insurance Agency, Inc.; U.S. Boston Capital Corporation; ZaBeCor Pharmaceutical Company, LLC
|
12
Elizabeth A. Watson (53) |
Clerk (July 2004 to present); Chief Compliance Officer (July 2004 to December 2005) |
Chief Compliance Officer of the Quantitative Group of Funds (7/2004-12/2005), President and General Counsel (since 5/2004), U.S. Boston Capital Corporation; Vice President and General Counsel (since 5/2004), and Chief Compliance Officer (7/2004 10/2006), Quantitative Investment Advisors, Inc.; Principal (2002-2004), Watson & Associates (law firm); Senior Counsel (1998-2002) and Director of Legal Product Management (1995-2002), Pioneer Investment Management USA Inc. (investment management firm)
|
N/A |
None |
Name, Address and (Age) (1) |
Position with Fund; Length of Time Served; and Term of Office (2)
|
Principal Occupation(s) During Past Five Years (3) |
Number of Portfolios in Fund Complex Overseen by Director |
Other Directorships Held By Director |
Deborah A. Kessinger (44) |
Assistant Clerk (April 2005 to present); Chief Compliance Officer (December 2005 to present)
|
Senior Counsel (since 9/04) and Chief Compliance Officer (since 12/05), U.S. Boston Capital Corporation; Senior Counsel (since 9/2004) and Chief Compliance Officer (since 10/2006), Quantitative Investment Advisors, Inc.; Chief Compliance Officer and General Counsel, Wainwright Investment Counsel, LLC (investment management firm) (2000-2004); Compliance Attorney, Forefield, Inc. (software provider) (2001-2004) and Compliance Consultant (2007 to present) |
N/A |
None |
Steven M. Warner (60) |
Assistant Treasurer (October 2006 to Present) |
Controller (since 6/06), USB Corporation; Controller (since 6/06), Quantitative Investment Advisors, Inc.; Consultant (2002-2006); Sr. Vice President of Finance (2000-2002), Corporate Vice President of Finance (1999-2002) Vice President of Finance (1992-2000) and Asst. Vice President of Financial Planning and Analysis (1987-1992), Pioneer Investment Management Shareholder Services, Inc. (transfer agent services)
|
N/A |
None |
Notes:
|
1. |
The mailing address of each of the officers and Trustees is 55 Old Bedford Road, Lincoln, Massachusetts 01773. |
|
2. |
Each Trustee and officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. |
|
3. |
The principal occupations of the officers and Trustees for the last five years have been with the employers shown above; although in some cases they have held different positions with such employers. |
4. Messrs. Umphrey and Okurowski are interested persons (as defined in the 1940 Act) of the Funds, the Manager or an Advisor. They have been determined to be Interested Trustees by virtue of, among other things, their affiliation with one or more of the following entities: the Trust, the Trusts investment advisor, Quantitative Advisors, Inc. and the Funds distributor, U.S. Boston Capital Corporation (Distributor).
5. Mr. Okurowski is also Vice President of the Funds Distributor, and Treasurer of the Trusts investment advisor, Quantitative Advisors.
Effective April 1, 2004, the Trustees were compensated as follows: a $5,000 annual fee for all Trustees other |
than Audit Committee members who were paid a $6,000 annual fee. Effective October 1, 2006 the annual |
13
fee paid to all Trustees is $10,000 per annum. For services rendered during the fiscal year ended March 31, |
|||
2007, the Funds paid Trustee fees of $52,250. |
|
|
|
14
COMPENSATION TABLE
for the fiscal year ended March 31, 2007
Name of Person, Position |
Aggregate Compensation from the Trust |
Pension or Retirement Benefits Accrued As Part of Fund Expenses |
Estimated Annual Benefits Upon Retirement |
Total Compensation From the Trust and Fund Complex Paid to Trustee |
Robert M. Armstrong, Trustee
|
$9,000 |
N/A |
N/A |
$9,000 |
John M. Bulbrook, Trustee
|
$9,000 |
N/A |
N/A |
$9,000 |
Edward E. Burrows, Trustee
|
$9,000 |
N/A |
N/A |
$9,000 |
William H. Dunlap, Trustee*
|
$7,500 |
N/A |
N/A |
$7,500 |
Clinton S. Marshall, Trustee
|
$9,000 |
N/A |
N/A |
$9,000 |
Willard L. Umphrey, Trustee
|
$8,750 |
N/A |
N/A |
$8,750 |
Quantitative Investment Advisors, Inc., paid Mr. Okurowski an annual fee of $7,500 for services rendered during the fiscal year ended March 31, 2007, as an officer of the Fund. Effective October 1, 2006, the annual fee paid to Mr. Okurowski increased to $10,000.
The Trusts Agreement and Declaration of Trust provides that the Funds will indemnify their Trustees and officers against liabilities and expenses incurred in connection with the litigation in which they may be involved because of their offices with the Funds, except if it is determined in the manner specified in the Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Funds or that such indemnification would relieve any officer or Trustee of any liability to the Funds or their shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. The Funds, at their expense, will provide liability insurance for the benefit of their Trustees and officers.
Messrs. Umphrey and Okurowski, as officers of the Manager and the Distributor, will benefit from the management and distribution fees paid or allowed by the Funds.
At June 30, 2007, the officers and Trustees as a group owned in the aggregate 0.35% of the outstanding Ordinary Shares of the Small Cap Fund, 7.45% of the outstanding Institutional Shares of the Small Cap Fund, 0.65% of the outstanding Ordinary Shares of the Long/Short Fund,29.51% of the outstanding Institutional Shares of the Long/Short Fund,0.18% of the outstanding Ordinary Shares of the Emerging Markets Fund, 12.00% of the outstanding Institutional Shares of the Emerging Markets Fund, 0.12% of the outstanding Ordinary Shares of the Foreign Value Fund, and 2.12% of the outstanding Institutional Shares of the Foreign Value Fund. Class A shares are authorized but not offered as of the date of this SAI and no officer of Trustee owned any Class A shares.
15
TRUSTEE SHARE OWNERSHIP TABLE
For the Calendar Year ended December 31, 2006
Name of Trustee |
Dollar Range of Equity Securities in Small Cap Fund |
Dollar Range of Equity Securities in Long/Short Fund |
Dollar Range of Equity Securities in Emerging Markets Fund |
Dollar Range of Equity Securities in Foreign Value Fund |
Aggregate Dollar Range of Equity Securities in Quant Fund Complex |
NON-INTERESTED TRUSTEES:
Robert M. Armstrong |
$50,001-$100,000 |
$10,001-$50,000 |
None |
None |
$50,001-$100,000
|
John M. Bulbrook |
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000
|
Edward E. Burrows |
$50,001-$100,000 |
None |
None |
None |
$$50,001-$100,000
|
William H. Dunlap
|
None |
None |
None |
None |
None |
Clinton S. Marshall |
None |
None |
None |
None |
None |
INTERESTED TRUSTEES:
Willard L. Umphrey |
over $100,000 |
$50,001-$100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
.
COMMITTEE STRUCTURE
For the Fiscal Year Ended March 31, 2007
The following table outlines the standing committees of the Trustees:
Name of Committee |
Functions |
Members |
Number of Meetings During Last Fiscal Year |
|
|
|
|
Audit* |
To approve independent Auditors, to review Audit results, to consider compliance matters raised by the Chief Compliance Officer and to review candidates and give recommendations of new Trustees to the full Board |
Armstrong, Bulbrook, Marshall |
3 |
|
|
|
|
Pricing** |
To discuss pricing anomalies as outlined in the Funds Pricing Procedures |
Dunlap, Umphrey, Burrows |
4 |
* Mr. Bulbrook joined this committee on January 2, 2006.
** Mr. Burrows joined this Committee on October 28, 2004 after Mr. Umstead resigned from the Board of Trustees effective September 30, 2004. Mr. Dunlap joined this Committee on December 11, 2006.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF FUND SHARES
AS OF June 30, 2007
Each of the following persons owned 5% or more of the classes of the following Funds. Beneficial owners of 25% or more of Class are presumed to be in control of the Class for the purposes of voting on certain matters submitted to shareholders.
SMALL CAP FUND |
NAME AND ADDRESS |
% OF OUTSTANDING ORDINARY SHARES |
|
|
|
16
|
NATIONAL FINANCIAL SVCS CORP FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS 200 LIBERTY STREET NEW YORK, NY 10281 |
11.97 |
|
|
|
Small Cap Fund |
|
% OF OUTSTANDING INSTITUTIONAL SHARES |
|
NATIONAL FINANCIAL SVCS CORP FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS 200 LIBERTY STREET NEW YORK, NY 10281 |
23.01%* |
|
Janes Trust UA Dated 7/1/2002 Attn: Tim Dalton c/o Hemenway and Barnes 60 State Street Boston, MA 02109 |
9.56% |
|
FTC & Co, Attn: Datalynx #00N8Z 717 17 th Street Ste 2600 Denver, Co.,80217-3736 |
8.42% |
|
U.S. Bank FBO Dickson Home Col P.O. Box 1787 Milwaukee, WI 53201 |
5.85% |
|
USB Corporation (Employee Incentive Savings Plan) 55 Old Bedford Road Lincoln, MA 01773 |
5.78%% |
|
|
Total percentage includes various personal accounts.
|
LONG/SHORT FUND (prior to November 1, 2006, Long/Short Fund was known as Quant Growth and Income Fund) |
NAME AND ADDRESS |
% OF OUTSTANDING INSTITUTIONAL SHARES |
|
USB Corporation (Employee Incentive Savings Plan) 55 Old Bedford Road Lincoln, MA 01773 |
59.31% |
|
LPL FINANCIAL SERVICES A/C Carol Higgins 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968 |
7.87% |
|
USB Corporation PSRP A/C Leon Okurowski Leon Okurowski TTEE 55 Old Bedford Road Lincoln, MA 01773 |
5.72% |
EMERGING MARKETS FUND |
NAME AND ADDRESS |
% OF OUTSTANDING ORDINARY SHARES |
|
NATIONAL FINANCIAL SVCS CORP FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS 200 LIBERTY STREET NEW YORK, NY 10281 |
50.43%* |
|
SCHWAB CHARLES REINV CHARLES SCHWAB & CO INC ATTN: MUTUAL FUND DEPARTMENT 101 MONTGOMERY ST SAN FRANCISCO CA 94104 |
12.08%* |
EMERGING MARKETS FUND |
|
% OF OUTSTANDING INSTITUTIONAL SHARES |
17
|
T. Rowe Price Retirement Plan Svcs T. Rowe Price Retirement Plan, Services Inc. FBO: Retirement Plan Clients 4515 Painters Mill Road Owings Mills, MD 21117 |
24.95%* |
|
|
*Total percentage includes various personal accounts.
|
FOREIGN VALUE FUND |
NAME AND ADDRESS |
% OF OUTSTANDING ORDINARY SHARES |
|
SCHWAB CHARLES REINV CHARLES SCHWAB & CO INC ATTN: MUTUAL FUND DEPARTMENT 101 MONTGOMERY ST SAN FRANCISCO CA 94104 |
23.59%* |
|
PRUDENTIAL INVESTMENT MANAGEMENT SERVICE FBO MUTUAL FUND CLIENTS ATTENTION PRUCHOICE UNIT GATEWAY CENTER 3 11TH FLOOR 100 MULBERRY STREET NEWARK, NJ 07102 |
21.6%* |
|
NATIONAL FINANCIAL SVCS CORP FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS 200 LIBERTY STREET NEW YORK, NY 10281 |
20.88%* |
|
|
% OF OUTSTANDING INSTITUTIONAL SHARES |
|
NATIONAL FINANCIAL SVCS CORP FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS 200 LIBERTY STREET NEW YORK, NY 10281 |
28.94%* |
|
Christian Church Foundation, Inc. Beasley Fund Account 130 E. Washington St. P.O. Box 1986 Indianapolis, IN 46206-1986 |
12.43% |
|
ZIONS FIRST NATIONAL BANK PO BOX 30880 SALT LAKE CITY, UT 84130 |
5.46% |
|
|
*Total percentage includes various personal accounts.
|
18
THE MANAGER AND MANAGEMENT CONTRACT
Information on the Board of Trustees approval of the existing Management Contract will be contained in the Funds semi-annual report to be dated September 30, 2007. In addition, a detailed discussion of the Board of Trustees consideration of the advisory and/or subadvisory agreements approved in April 2007 is provided below.
Each Fund employs a quantitative investment approach to selecting investments among other considerations. Each approach generally is developed as a result of research conducted by a team of individuals. The same investment strategy used to manage a particular Fund also may be used to manage separate institutional accounts maintained at the Manager or Advisor.
The Manager is an affiliate of U.S. Boston Capital Corporation, the Funds Distributor, which is a wholly owned subsidiary of U.S. Boston Corporation. Willard L. Umphrey, CFA, President and Trustee of the Funds, Leon Okurowski, Treasurer of the Funds, individually and jointly with their spouses, together own 100% of the Managers outstanding voting securities. Messrs. Umphrey and Okurowski also are affiliates of U.S. Boston Capital Corporation.
Under the terms of the management agreement (the Management Contract), the Manager may, subject to the approval of the Trustees, manage the Funds itself or, subject to the approval by the Trustees, select subadvisors (the Advisors) to manage certain of the Funds. In the latter case, the Manager monitors the Advisors investment program and results, reviews brokerage matters, oversees compliance by the Funds with various federal and state statutes and the Funds own investment objectives, policies, and restrictions and carries out the directives of the Trustees. In each case, the Manager also provides the Funds with office space, office equipment, and personnel necessary to operate and administer the Funds business, and provides general management and administrative services to the Funds, including overall supervisory responsibility for the general management and investment of the Funds securities portfolios and for the provision of services by third parties such as the Funds Custodian.
The Management Contract continues in force from year to year, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not interested persons (as defined in the 1940 Act) of the Manager or the Funds, and by (ii) either the majority vote of all the Trustees or the vote of a majority of the outstanding voting securities of each Fund. The Management Contract automatically terminates on assignment, and is terminable on 60 days written notice by either party.
In addition to the management fee, the Funds pay all expenses not assumed by the Manager, including, without limitation, fees and expenses of the Trustees, interest charges, taxes, brokerage commissions, expenses of issue or redemption of shares, fees and expenses of registering and qualifying the Trust and shares of the respective Funds for distribution under federal and state laws and regulations, charges of custodians, auditing and legal expenses, expenses of determining net asset value of the Funds shares, reports to shareholders, expenses of meetings of shareholders, expenses of printing and mailing prospectuses and proxies to existing shareholders, and their proportionate share of insurance premiums and professional association dues or assessments. All general Fund expenses are allocated among and charged to the assets of the respective Funds on a basis that the Trustees deem fair and equitable, which may be based on the relative net assets of each Fund or the nature of the services performed and relative applicability to each Fund. The Funds are also responsible for such non-recurring expenses as may arise, including litigation in which the Funds may be a party, and other expenses as determined by the Trustees. The Funds may have an obligation to indemnify their officers and Trustees with respect to such litigation.
The Funds have received an exemptive order from the Commission that permits the Manager, subject to certain conditions, to enter into or amend an agreement with an Advisor (an Advisory Contract) without obtaining shareholder approval. With Trustee approval, the Manager may employ a new Advisor for a Fund, change the terms of the Advisory Contracts, or enter into new Advisory Contracts with the Advisors. The Manager retains ultimate responsibility to oversee the Advisors and to recommend their hiring, termination, and replacement. Shareholders of a Fund continue to have the right to terminate the Advisory Contract applicable to that Fund at any time by a vote of the majority of the outstanding voting securities of the Fund. Shareholders will be notified of any Advisor changes or other material amendments to an Advisory Contract that occurs under these arrangements.
As compensation for services rendered, the Funds pay the Manager a monthly management fee at the annual rate of: 1.00% of the average daily net asset value of the Small Cap Fund, the Long/Short Fund, the Emerging Markets Fund and the Foreign Value Fund. On November 1, 2006, the annual rate of the management fee for Long/Short Fund (prior to November 1, 2006 known as Quant Growth and Income Fund) increased from 0.75%to 1.00% of the average daily net assets of this Fund.
The Manager received fees for services rendered for the three most recently ended fiscal years as follows:
|
Fiscal Years Ended March 31, |
||
Quant Fund |
2005 1 |
2006 1 |
2007 1 |
Small Cap |
$811,398 |
$966,580 |
1,163,756 |
19
Mid Cap |
$67,665 2 |
N/A |
N/A |
Long/Short |
$331,479 |
$404,193 |
$576,504 |
Emerging Markets |
$364,824 |
$804,927 |
$1,922,070 |
Foreign Value |
$1,348,663 |
$3,018,418 |
$6,061,408 |
1 It was not necessary for the Manager to rebate any such fees to comply with its contractual undertaking to assume certain expenses of the Small Cap Fund and the Long/Short Fund (prior to November 1, 2006, Long/Short Fund was known as Quant Growth and Income Fund), in excess of 2.00% of such Funds average net assets, respectively, of such Funds average net assets. As of November 1, 2006, the Manager is no longer contractually obligated to assume certain expenses of Quant Long/Short Fund.
2 Quant Mid Cap Fund was terminated as of December 31, 2004, Prior to Mid Cap Funds termination, as compensation for services rendered, the Fund paid the Manager a monthly fee at the annual rate of 1.00% of the average daily net assets of the Fund. This amount is for services rendered to the Mid Cap Fund during the period from April 1 through December 31, 2004.
ADVISORY CONTRACTS
Information on the Board of Trustees approval of the existing Advisory Contracts will be contained in the Funds semi-annual report to be dated September 30, 2007. In addition, a detailed discussion of the Board of Trustees consideration of the advisory and/or subadvisory agreements approved in April 2007 is provided below.
Pursuant to an Advisory Contract with the Manager, the Advisor to a Fund furnishes continuously an investment program for the Fund, makes investment decisions on behalf of the Fund, places all orders for the purchase and sale of portfolio investments for the Funds account with brokers or dealers selected by such Advisor and may perform certain limited, related administrative functions in connection therewith.
Each Advisory Contract provides that it will continue in force for two years from its date, and from year to year thereafter, but only so long as its continuance is approved at least annually by (i) vote, cast in person at a meeting called for the purpose, of a majority of those Trustees who are not interested persons (as defined in the 1940 Act) of the Advisor, the Manager or the Funds, and by (ii) either the majority vote of all of the Trustees or the vote of a majority of the outstanding voting securities of each Fund to which it relates. Each Advisory Contract may be terminated without penalty with respect to any Fund by vote of the Trustees or the shareholders of that Fund, or by the Manager on not less than 30 nor more than 60 days written notice or by the particular Advisor on not less than 30 nor more than 60 days, or no less than 150 days written notice, depending on the Fund. Each Advisory Contract may be amended with respect to any Fund without a vote of the shareholders of that Fund. Each Advisory Contract also terminates without payment of any penalty in the event of its assignment and in the event that for any reason the Management Contract between the Funds and the Manager terminates generally or terminates with respect to that particular Fund.
Each Advisory Contract provides that the Advisor shall not be subject to any liability to the Funds or to the Manager or to any shareholder of the Funds for any act or omission in the course of or connected with the rendering of services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties on the part of the Advisor.
For services rendered, the Manager pays to the Advisor of a fund a fee based on a percentage of the average daily net asset value of the Fund. The fee for each fund is determined separately. The fees paid by the Manager to the Advisors of the Funds are as follows: Small Cap Fund - 0.50% of average daily total net assets; Long/Short Fund - 0.50% of the first $20 million and 0.35% of amounts in excess of $20 million of average daily total net assets, with an annual minimum of $25,000, prior to November 1, 2006 Long/Short Fund was known as Quant Growth and Income Fund and fees paid to the Advisor of this Fund were 0.375% of the first $20 million and 0.300% of amounts in excess of $20 million of average daily total net assets, with an annual minimum of $25,000; Foreign Value Fund - (i) 0.35% of the aggregate average daily net asset value of the Fund for assets in the Fund up to $35 million (ii) 0.40% of the aggregate average daily net asset value of the Fund for assets in the Fund over $35 million and up to $200 million and (iii) 0.50% of the aggregate average daily net asset value of the Fund for assets over $200 million; and Emerging Markets Fund - 0.40% of average daily total net assets.
For services rendered for the three most recently ended fiscal years, the applicable Advisor received fees of, as follows:
|
Fiscal Years Ended March 31, |
|||
Quant Fund |
|
2005 |
2006 |
2007 |
Small Cap 2 |
|
$405,699 |
$483,290 |
$581,878 |
Mid Cap 1 |
|
$27,066 |
N/A |
N/A |
Long/Short 3 |
|
$147,592 |
$176,677 |
$236,658 |
20
Emerging Markets |
|
$182,412 |
$355,002 |
$768,828 |
Foreign Value |
|
$523,554 |
$1,291,709 |
$2,813,204 |
1 Mid Cap Fund was terminated as of December 31, 2004. Prior to Mid Cap Funds termination, as compensation for services rendered, the Manager paid to the Advisor (Columbia, as defined below) a fee of 0.40% of average daily total net assets of the Fund This amount is for services rendered to the Mid Cap Fund during the period from April 1 through December 31, 2004.
2 Effective March 26, 2004, Columbia Partners, LLC., Management Inc. (Columbia), the subadvisor to the Small Cap and Mid Cap Funds, had a change of ownership levels in the entities and other shareholders that own Columbia that resulted in a change of control of Columbia. While this change did not have a material impact on how the Small Cap Fund was managed, it may be deemed to have resulted in an assignment of the advisory contract for the Fund. The Fund received notification of this change shortly before a meeting of the Trustees held on September 30, 2004. After due consideration, the Trustees approved a new substantially similar contract on September 30, 2004. In connection with the approval of the new contract, the Board of Trustees required Columbia to return to the Fund its profits for the period from March 26, 2004 through September 30, 2004 and to pay expenses incurred in connection with the resolution of this matter. In total Columbia paid $26,910 to the Small Cap Fund and $2,837 to Mid Cap Fund.
3 Prior to November 1, 2006, the Funds name was Quant Growth and Income Fund. On November 1, 2006, the management fee for Long/Short Fund increased to an annual rate of 1.00% of the average daily net assets of this Fund.
ADVISORS
Quant Small Cap Fund
Columbia Partners, LLC, Investment Management, 5425 Wisconsin Avenue, Suite 700, Chevy Chase, MD 20815 serves as Advisor to the Small Cap Fund. As of March 31, 2007, the firm had approximately $2.6 billion in assets under management for individual, pension plan and endowment accounts and other institutional accounts.
Quant Long/Short Fund
SSgA Funds Management, Inc. (SSgA FM), One Lincoln Street, Boston, MA 02111, serves as Advisor to the Long/Short Fund. SSgA FM is a wholly owned subsidiary of State Street Corporation, a publicly owned bank holding company. As of March 31, 2007, SSgA FM had approximately $136 billion in assets under management for registered investment companies. SSgA FM is one of the State Street Global Advisors companies (SSgA), comprised of all of the investment management affiliates of State Street Corporation. SSgA FM (and its predecessor entity) has managed the Long/Short Fund continuously since the Funds inception.
Quant Emerging Markets Fund
PanAgora Asset Management, Inc, 260 Franklin Street, Boston, MA 02110 (PanAgora) serves as Advisor to the Emerging Markets Fund. As of March 31, 2007, the firm had over $22.6 billion in assets under management in portfolios of institutional pension and endowment funds, among others. Putnam Investments LLC, an investment advisor which is a wholly owned subsidiary of the Marsh & McLennan Companies, Inc., is a majority owner and thus a control person of PanAgora.
Quant Foreign Value Fund
Polaris Capital Management, Inc. (Polaris), 125 Summer Street, Boston, MA 02110 (Polaris) serves as Advisor to the Foreign Value Fund. As of March 31, 2007, the firm had over $3.2 billion under management for institutional clients and wealthy individuals. Bernard R. Horn, Jr. is the owner of 100% of the outstanding shares of Polaris and is thus a control person of Polaris.
PORTFOLIO MANAGERS
The portfolio managers for each Fund are listed below.
In some instances a portfolio manager manages other investment companies and/or investment accounts in addition to the Quant Fund for which he or she serves as portfolio manager. The following tables show, as of the Funds most recent fiscal year end March 31, 2007, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets in those accounts.
21
Quant Small Cap Fund (as of March 31, 2007)
Portfolio Manager: Robert A. von Pentz (Columbia) |
Category |
Number of All Accounts |
Total Assets of All Accounts |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
0 |
N/A |
0 |
N/A |
|
Other Pooled Investment Vehicles |
0 |
N/A |
0 |
N/A |
|
Other Accounts |
101 |
$1.271 billion |
1 |
$61 million |
Portfolio Manager: Rhys Williams (Columbia) |
Category |
Number of All Accounts |
Total Assets of All Accounts |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
0 |
N/A |
0 |
N/A |
|
Other Pooled Investment Vehicles |
1 |
$142 million |
1 |
$142 million |
|
Other Accounts |
76 |
$862 million |
2 |
$111 million |
Portfolio Manager: Gráinne Coen (Columbia) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
0 |
N/A |
0 |
N/A |
|
Other Pooled Investment Vehicles |
1 |
$142 million |
1 |
$142 million |
|
Other Accounts |
76 |
$862 million |
2 |
$111 million |
Portfolio Manager: Matt Williams (Columbia) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee) |
|
Registered Investment Companies |
0 |
N/A |
0 |
N/A |
|
Other Pooled Investment Vehicles |
1 |
$142 million |
1 |
$142 million |
|
Other Accounts |
76 |
$862 million |
2 |
$111 million |
Portfolio Manager: Dan Goldstein (Columbia) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
22
|
Registered Investment Companies |
0 |
N/A |
0 |
N/A |
|
Other Pooled Investment Vehicles |
0 |
N/A |
0 |
N/A |
|
Other Accounts |
85 |
$909 million |
1 |
$61 million |
Portfolio Manager: Mark Tindall(Columbia) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
0 |
N/A |
0 |
N/A |
|
Other Pooled Investment Vehicles |
0 |
N/A |
0 |
N/A |
|
Other Accounts |
91 |
$1.163 billion |
1 |
$61 million |
Quant Long/Short Fund (as of March 31, 2007)
Portfolio Manager: Brian Shannahan (SSgA): |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
7 |
$2.22 billion |
0 |
N/A |
|
Other Pooled Investment Vehicles |
12 |
$2.33 billion |
0 |
N/A |
|
Other Accounts |
29 |
$2.44 billion |
0 |
$0.12 billion |
Portfolio Manager: James Johnson (SSgA): |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
8 |
$1.4 billion |
0 |
N/A |
|
Other Pooled Investment Vehicles |
12 |
$1.9 billion |
0 |
N/A |
|
Other Accounts |
30 |
$3.0 billion |
0 |
N/A |
* For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies. The total number of accounts and assets has been allocated to each respective manager, therefore, some accounts and assets have been counted more than once.
Quant Emerging Markets Fund (as of March 31, 2007)
Portfolio Manager: David P. Nolan (PanAgora) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
0 |
N/A |
0 |
N/A |
|
Other Pooled Investment Vehicles |
0 |
N/A |
0 |
N/A |
|
Other Accounts |
4 |
$550 million |
0 |
N/A |
Portfolio Manager: Richard T. Wilk (PanAgora) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
23
|
Registered Investment Companies |
1 |
$9 million |
0 |
N/A |
|
Other Pooled Investment Vehicles |
5 |
$368 million |
0 |
N/A |
|
Other Accounts |
20 |
$3.8 billion |
0 |
N/A |
Portfolio Manager: Samantha R. Louis (PanAgora) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
1 |
$9 million |
0 |
N/A |
|
Other Pooled Investment Vehicles |
5 |
$368 million |
0 |
N/A |
|
Other Accounts |
20 |
$3.8 billion |
0 |
N/A |
Quant Foreign Value Fund (as of March 31, 2007)
Portfolio Manager: Bernard R. Horn, Jr. (Polaris) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
2 |
$1 billion |
0 |
N/A |
|
Other Pooled Investment Vehicles |
11 |
$604 million |
0 |
N/A |
|
Other Accounts |
23 |
$923 million |
0 |
N/A |
Portfolio Manager: Sumanta Biswas (Polaris) |
Category |
Number of All Accounts |
Total Assets of All Accounts* |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|
Registered Investment Companies |
2 |
$1 billion |
0 |
N/A |
|
Other Pooled Investment Vehicles |
11 |
$604million |
0 |
N/A |
|
Other Accounts |
23 |
$923 million |
0 |
N/A |
* For registered investment companies, assets represent net assets of all open-end investment companies and gross assets of all closed-end investment companies.
The following table shows the dollar range of shares of a Fund that were beneficially owned by each portfolio manager as of the Funds most recent fiscal year most recently ended.
Quant Fund and Portfolio Manager |
Dollar Range of Equity Securities Owned |
|||||
|
|
|
|
|
|
|
Small Cap |
$0 - $10,000 |
$10,001 - $50,000 |
$50,001 - $100,000 |
$100,001 - $500,000 |
$100,001 - $500,000 |
Over $500,000 |
Robert A. von Pentz |
None |
|
|
|
|
|
Rhys Williams |
None |
|
|
|
|
|
|
|
|
|
|
|
|
24
Long/Short |
$0 - $10,000 |
$10,001 - $50,000 |
$50,001 - $100,000 |
$100,001 - $500,000 |
$100,001 - $500,000 |
Over $500,000 |
All Portfolio Managers on Team (SSgA) |
None |
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Markets |
$0 - $10,000 |
$10,001 - $50,000 |
$50,001 - $100,000 |
$100,001 - $500,000 |
$100,001 - $500,000 |
Over $500,000 |
David P. Nolan (PanAgora) |
None |
|
|
|
|
|
Samantha R Louis (PanAgora) |
None |
|
|
|
|
|
Richard T. Wilk (PanAgora) |
|
X |
|
|
|
|
Foreign Value |
$0 - $10,000 |
$10,001 - $50,000 |
$50,001 - $100,000 |
$100,001 - $500,000 |
$100,001 - $500,000 |
Over $500,000 |
Bernard R. Horn, Jr. (Polaris) |
|
|
|
|
X |
|
It is possible that conflicts of interest may arise in connection with the portfolio managers management of a Funds investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between a Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons.
Columbia Compensation Structure and Method Used to Determine Compensation: The portfolio managers are compensated with a base salary, bonus, and dividends from their ownership of Columbia. The base salary is fixed. The bonus is based on a formula which takes into account the revenues generated by each product category (based upon a fixed percentage of any applicable management fees received) and by the relative performance vs. comparable peer group managers as reported by SPARS (by FACTSET). Mr. Williams manages certain hedged assets, including the Victor Equity Fund, all of which are eligible for performance fees as well as management fees, from which he receives a fixed percentage of any fees paid to Columbia. In addition, both receive income distributions based on a fixed formula of the profitability of Columbia in proportion to their ownership. Overall compensation is structured to reward employees for their individual and company accomplishments based on investment performance, effectiveness, and client satisfaction.
SSgA Compensation Structure and Method Used to Determine Compensation: The compensation of SSgA FMs investment professionals is based on a number of factors. The first factor considered is external market. Through extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus, and long term incentive (i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of SSgA and SSgA FM. The determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyones compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity allocations.
PanAgora Compensation Structure and Method Used to Determine Compensation: Portfolio managers at PanAgora Asset Management, Inc. for Emerging Markets Fund receive a fixed base salary. Discretionary bonuses are based on total firm performance as well as individual employee objectives which may include investment performance as measured against the performance of the S&P 500 Index, the Russell 2000 Index, the MSCI EM Index and the MSCI EAFE and each portfolio
25
managers role in raising or retaining assets. PanAgora Asset Management, Inc. may consider sharing a portion of a performance fee, if applicable received with the management team.
Polaris Compensation Structure and Method Used to Determine Compensation: All cash flow earned by the firm is distributed to personnel annually in the form of a salary, bonus, retirement plan contribution or equity compensation. Cash flow of the firm is a direct function of the size of assets under management. At the senior level, bonus ranges from 0% to unlimited upside since base salary is kept at a minimum. The typical bonus range is more than 75% of base. At the junior level the bonus currently represents 0 50% of base. Overall compensation is based on annual firm profits which are a function of assets under management, and therefore, performance. There is no formal split between specific performance targets and subjective criteria .
BOARD APPROVAL OF THE EXISTING MANAGER AND ADVISORY CONTRACTS
The Board of Trustees, including at least a majority of the Non-Interested Trustees, is required under the 1940 Act to approve the Management and Advisory contracts on an annual basis. In this regard, the Management and Advisory contracts of the Funds are reviewed each year by the Board of Trustees to determine whether the contracts should be renewed for an additional one-year period. Renewal of the contracts requires the majority vote of the Board of Trustees, including a majority of the non-Interested Trustees. The Board of Trustees includes a majority of Non-Interested Trustees. The Management and Advisory contracts were last approved by the Board of Trustees at a meeting on April 24, 2007 in accordance with the requirements of the 1940 Act. Information on the Board of Trustees April 2007 approval of the existing Advisory Contracts will be contained in the Funds semi-annual report to be dated September 30, 2007.
DISTRIBUTOR AND DISTRIBUTION PLAN
Class A shares are authorized but not offered as of the date of this SAI.
Distributor. U.S. Boston Capital Corporation, 55 Old Bedford Road, Lincoln, MA 01773 (Distributor), a Massachusetts corporation organized April 23, 1970, is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. The Distributor is an affiliated person of the Funds Manager by virtue of being under common ownership with the Manager. The Distributor acts as the principal distributor of the Funds shares pursuant to a written agreement dated April 17, 1985 (Distribution Agreement), as amended from time to time. Under the Distribution Agreement, the Distributor is not obligated to sell any specific amount of shares of the Funds and will purchase shares for resale only against orders for shares. The Distribution Agreement calls for the Distributor to use its best efforts to secure purchasers for shares of the Funds.
Distribution Plan. To permit the Funds to pay a monthly fee to the Distributor, the Funds have adopted a distribution plan (the Plan) on behalf of their Ordinary Shares and Class A shares pursuant to Rule 12b-1 under the 1940 Act to pay for the marketing and distribution of each Funds Ordinary Shares and Class A shares including all expenses of preparing, printing and distributing advertising and sales literature and for services provided to shareholders of the each Funds Ordinary shares and Class A shares. The fee is not directly tied to the Distributors expenses. If expenses exceed the Distributors fees, the Funds are not required to reimburse the Distributor for excess expenses; if the Distributors fees exceed the expenses of distribution, the Distributor may realize a profit.
Each Quant Fund pays the Distributor a monthly fee at the annual rate set forth in the table below of its respective Ordinary Shares and Class A shares held in shareholder accounts opened during the period the Plan is in effect, as determined at the close of each business day during the month.
|
Annual 12b-1 Fee Rate as a Percent of Average Daily Net Assets Attributable to the Class |
|
Quant Fund |
Ordinary Shares |
Class A Shares |
Small Cap |
0.50% 1 |
0.25% |
Long/Short |
0.50% |
0.25% |
Emerging Markets |
0.50% 1 |
0.25% |
Foreign Value |
0.25% |
0.25% |
1 The annual 12b-1 fee rate for the Ordinary Shares of Emerging Markets and the Ordinary Shares of Small Cap Fund is being voluntarily reduced to 0.25% by the Distributor for the period from July 29, 2007 through July 31, 2008. The voluntary reduction for each Fund is subject to periodic review and the Distributor may modify or terminate this waiver at any time.
For the fiscal year ended March 31, 2007, the Funds paid to the Distributor fees pursuant to the Plan as follows:
26
Quant Fund 1 |
Ordinary Shares |
Class A Shares 1 |
Small Cap |
$525,578 |
N/A |
Long/Short 2 |
$328,398 |
N/A |
Emerging Markets |
$467,528 |
N/A |
Foreign Value |
$1,356,215 |
N/A |
1 Class A shares are authorized but not offered as of the date of this SAI.
2 Prior to November 1, 2006, the Funds name was Quant Growth and Income Fund.
Rule 12b-1 provides that any payments made by an investment company to a distributor must be made pursuant to a written plan describing all material aspects of the proposed financing of distributions and that all agreements with any person relating to implementation of the plan must be in writing. Continuance of the Plan and the Distribution Agreement is subject to annual approval by a vote of the Trustees, including a majority of the Trustees who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the plan or related agreements (Qualified Trustees), cast in person at a meeting called for the purpose. The Plan may be terminated as to a Fund by the vote of a majority of the Qualified Trustees, or by the vote of a majority of the outstanding voting securities of the Fund. All material amendments to the Plan must be approved by the Qualified Trustees and any amendment to increase materially the amount to be spent pursuant to the Plan must be approved by the vote of a majority of the outstanding voting securities of the Fund. The Trustees of the Funds review quarterly a written report of the amounts so expended and the purposes for which such expenditures were made. The Plans also terminate automatically upon assignment.
Class A Shares - Commissions. The Distributor receives commission revenues from sales of the Funds Class A shares consisting of that portion of the Class A sales charge remaining after the allowances by the Distributor to investment dealers. Because Class A shares are a new class as of the date of this SAI no commission revenues have been re-allowed or received from the sale of Class A shares.
Ordinary Shares - Deferred Sales Charges. The Distributor also receives the deferred sales charges withheld from redemption proceeds, see HOW TO REDEEM, and may benefit from its temporary holding of investors funds in connection with certain purchases and redemptions of shares of the Funds.
|
Deferred Sales Charges Paid
Fiscal Year Ended March 31, |
|||
Quant Fund |
|
U.S. Boston Capital Corporation |
Other dealers |
Total |
Small Cap 2 |
|
$ 31,717.41 |
$ 53.60 |
$ 31,771.01 |
Long/Short 3 |
|
$ 20,603.66 |
$ 0.00 |
$ 20,603.66 |
Emerging Markets |
|
$ 17,585.90 |
$ 4,621.04 |
$ 22,206.94 |
Foreign Value |
|
$ 26,500.10 |
$ 5,800.89 |
$ 32,300.99 |
Total |
|
|
|
|
Marketing and Intermediary Support Payments
In addition to payments made by the Funds to the Distributor under the Plan, to support distribution and servicing efforts, the Funds Manager may make payments to the Funds Distributor out of its own assets (and not the Funds).
In this regard, the Manager currently pays the Distributor a monthly fee at the annual rate of up to (1) 0.30% of the average net asset value of Institutional Shares of each Fund held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record, (2) 0.25% of the average net asset value of Ordinary Shares of the Foreign Value Fund held by shareholder accounts for which certain such employee sales agents of the Distributor are named as broker-of-record, (3) 0.25% of the average net asset value of Ordinary Shares of the Emerging Markets Fund held by shareholder accounts for which certain such employee sales agents of the Distributor are named as broker-of-record, and (4) ) 0.25% of the average net asset value of Ordinary Shares of the Small Cap Fund held by shareholder accounts for which certain such employee sales agents of the Distributor are named as broker-of-record.
The Manager may also pay additional amounts to the Distributor to help defray the expenses of the Distributor. The Manager also maintains the discretion to pay fees out of its own assets to unaffiliated brokers in excess of the amount paid out to such brokers by the Distributor pursuant to the Plan as a condition of such unaffiliated brokers agreeing to sell shares of the Funds. In this regard, the Manager has established arrangements for the Funds to be included on platforms or supermarkets
27
sponsored by a number of unaffiliated brokers. Participation in these systems generally involves fixed set-up fees and ongoing fees based upon the higher of either a percentage of assets (up to 0.40% under certain current arrangements) in the subject Fund(s) maintained through the platform or a flat fee. Such fees are first paid out of fees received by the Distributor pursuant to the Plan, to the extent applicable to a class of the Fund, and any remainder is paid by the Manager out of its own assets (and not the Funds).
Additional Payments to Financial Intermediaries
The financial intermediaries through which shares are purchased may receive all or a portion of the sales charges and Rule 12b-1 fees discussed above. In addition to those payments, the Manager or one or more of its affiliates (collectively, Quant Affiliates) may make additional payments to financial intermediaries in connection with the promotion and sale of shares of Quant Funds.
Quant Affiliates make these payments from their own resources (and not out of the assets of the Funds), which include resources that derive from compensation for providing services to the Quant Funds. Such additional payments are not reflected in and do not change the expenses paid by investors for the purchase of a share of a Fund as set forth in the Fees and Expenses table in the Prospectus. These additional payments are described below. The Funds, the Manager and the Advisors do not consider an intermediarys sales of Fund shares as a factor when choosing brokers or dealers to effect portfolio transactions for the Funds.
The categories described below are not mutually exclusive. The same financial intermediary may receive payments under more than one or all categories. Many financial intermediaries that sell shares of Quant Funds receive one or more types of these payments. The financial intermediary typically initiates requests for additional compensation. A Quant Affiliate negotiates these arrangements individually with financial intermediaries and the amount of payments and the specific arrangements may differ significantly. A financial intermediary also may receive different levels of compensation with respect to sales or assets attributable to different types of clients of the same intermediary or different Quant Funds. Where services are provided, the costs of providing the services and the overall array of services provided may vary from one financial intermediary to another. Quant Affiliates do not make an independent assessment of the cost of providing such services. While the financial intermediaries may request additional compensation from the Manager to offset costs incurred by the financial intermediary in servicing its clients, the financial intermediary may earn a profit on these payments, since the amount of the payment may exceed the financial intermediarys costs. In this context, financial intermediary includes any broker, dealer, bank (including bank trust departments), insurance company, transfer agent, registered investment adviser, financial planner, retirement plan administrator and any other financial intermediary having a selling, administrative, shareholder servicing or similar agreement with a Quant Affiliate.
A financial intermediarys receipt of additional compensation may create conflicts of interest between the financial intermediary and its clients. Each type of payment discussed below may provide your financial intermediary with an economic incentive to actively promote the Quant Funds over other mutual funds or cooperate with the distributors promotional efforts. The receipt of additional compensation for Quant Affiliates may be an important consideration in a financial intermediarys willingness to support the sale of the Quant Funds through the financial intermediarys distribution system. Quant Affiliates are motivated to make the payments described above since they promote the sale of Quant Fund shares and the retention of those investments by clients of financial intermediaries. In certain cases these payments could be significant to the financial intermediary. The financial intermediary may charge additional fees or commissions other than those disclosed in the prospectus. Financial intermediaries may categorize and disclose these arrangements differently than Quant Affiliates do. To the extent financial intermediaries sell more shares of the funds or retain shares of the funds in their clients accounts, Quant Affiliates benefit from the incremental management and other fees paid to Quant Affiliates by the funds with respect to those assets.
Revenue Sharing Payments. Quant Affiliates make revenue sharing payments as incentives to certain financial intermediaries to promote and sell shares of Quant Funds. The benefits Quant Affiliates receive when they make these payments include, among other things, entry into or increased visibility in the financial intermediarys sales system, participation by the intermediary in the distributors marketing efforts (such as helping facilitate or providing financial assistance for conferences, seminars or other programs at which a Quant Affiliates personnel may make presentations on the funds to the intermediarys sales force), placement on the financial intermediarys preferred fund list, and access (in some cases, on a preferential basis over other competitors) to individual members of the financial intermediarys sales force or management. Revenue sharing payments are sometimes referred to as shelf space payments because the payments compensate the financial intermediary for including Quant Funds in its fund sales system (on its shelf space). Quant Affiliates compensate financial intermediaries differently depending typically on the level and/or type of considerations provided by the financial intermediary.
The revenue sharing payments Quant Affiliates make may be calculated on the average daily net assets of the applicable Quant Funds attributable to that particular financial intermediary (Asset-Based Payments); although there is no policy limiting
28
the amount of Asset-Based Payments any one financial intermediary may receive, the total amount of such payments normally do not exceed 0.15% per annum of those assets. Such payments also may be calculated on sales of shares of Quant Funds (Sales-Based Payments); although there is no policy limiting the amount of Sales-Based Payments any one financial intermediary may receive, the total amount of such payments normally do not exceed 0.25% per annum of those assets. Sales-Based Payments primarily create incentives to make new sales of shares of Quant Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of Quant Funds in investor accounts. Quant Affiliates may pay a financial intermediary either or both Sales-Based Payments and Asset-Based Payments.
Administrative and Processing Support Payments. Quant Affiliates also may make payments to certain financial intermediaries that sell Quant Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts, to the extent that the funds do not pay for these costs directly. Quant Affiliates also may make payments to certain financial intermediaries that sell Quant Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Quant Affiliates may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial intermediary, payment of networking fees in connection with certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial intermediarys mutual fund trading system.
Other Payments. From time to time, Quant Affiliates, at their expense, may provide additional compensation to financial intermediaries which sell or arrange for the sale of shares of the Quant Funds. Such compensation provided by Quant Affiliates may include financial assistance to financial intermediaries that enable Quant Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by federal or state laws or any self-regulatory agency, such as the NASD. Quant Affiliates make payments for entertainment events they deem appropriate, subject to Quant Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.
As of July 30, 2007, the Manager anticipates that the following financial intermediaries or their affiliates will receive additional payments as described in the Quant Funds prospectuses and statement of additional information:
A.G. Edwards
Charles Schwab & Co., Inc.
Datalynx/First Trust/Fiserv
E*Trade
Fidelity Institutional Operations Co.
Invesmart Securities, LLC
MSCS/MG Trust
National Financial Services LLC
National Investor Services Corp.
NY Life/Fiserv
Pershing LLC
Prudential (Wachovia)
TD Ameritrade
The Retirement Plan Company /GoldK
Trust Company of America
UBS Financial Services
Vertical Management
Wilmington Trust
Please contact your financial intermediary for details about any payments it receives from Quant Affiliates or the Quant Funds, as well as about fees and/or commissions it charges.
CUSTODIAN
State Street - Kansas City (Custodian) is the custodian of each Funds securities and cash. The Custodians responsibilities include safekeeping and controlling the Funds cash and securities, handling the receipt and delivery of securities, determining income and collecting interest and dividends on the Funds investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts, and calculating the daily net asset value of each class of shares of the Funds. The Custodian does not determine the investment policies of the Funds or decide which securities the Funds will buy or sell. The Funds may, however, invest in securities of the Custodian and may deal with the Custodian as principal in
29
securities transactions. Custodial services are performed at the Custodians office at 801 Pennsylvania Ave., Kansas City, MO 64105.
TRANSFER AGENT
Quantitative Institutional Services (Transfer Agent), a division of the Manager, is the transfer agent and dividend disbursing agent for each of the Funds. Account balances and other shareholder inquiries can be directed to the Transfer Agent at 800-326-2151. For its services, the Transfer Agent received a base fee of 0.16% of average total net asset value of each class of shares of the Funds. The Transfer Agent is also reimbursed for out of pocket expenses and for other services approved by the Trustees.
All mutual fund transfer, dividend disbursing and shareholder services activities are performed at the offices of Quantitative Institutional Services, 55 Old Bedford Road, Lincoln, Massachusetts 01773. In certain instances, other intermediaries may perform some or all of the transaction processing, recordkeeping or shareholder services which would otherwise be provided by Transfer Agent. Transfer Agent or its affiliates may make payments, out of their own assets, to intermediaries, including those that sell shares of the Funds, for transaction processing, recordkeeping or shareholder services (up to 0.25% under certain current arrangements).
For example, Fund shares may be owned by certain intermediaries for the benefit of their customers. Because the Transfer Agent often does not maintain Fund accounts for shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by intermediaries. In addition, retirement plans may hold Fund shares in the name of the plan, rather than in the name of the participant. Plan recordkeepers, who may have affiliated financial intermediaries who sell shares of the Funds may, at the discretion of a retirement plans named fiduciary or administrator, be paid for providing services that would otherwise have been performed by Transfer Agent or an affiliate. Payments may also be made to plan trustees to defray plan expenses or otherwise for the benefit of plan participants and beneficiaries. For certain types of tax-exempt plans, payments may be made to a plan custodian or other entity which holds plan assets. Payments may also be made to offset charges for certain services such as plan participant communications, provided by Transfer Agent or an affiliate or by an unaffiliated third party.
Further, subject to the approval of the Trustees, the Transfer Agent or the Fund may from time to time appoint a sub-transfer agent for the receipt of purchase and sale orders and funds from certain investors.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP, located at 1055 Broadway, 10 th Floor Kansas City, Missouri 64105, is the independent registered public accounting firm for each Fund. The independent registered public accounting firm conducts an annual audit of the Funds financial statements, assists in the preparation of federal and state income tax returns and consults with the Funds as to matters of accounting and federal and state income taxation.
PORTFOLIO TRANSACTIONS
INVESTMENT DECISIONS. Investment decisions for a Fund and for other investment advisory clients of the Manager or that Funds Advisor or its affiliates are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In some instances, one client may sell a particular security to another client. It also happens that two or more clients simultaneously buy or sell the same security, in which event each days transactions in such security are, insofar as possible, allocated between such clients in a manner designed to be equitable to each, taking into account among other things the amount being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients.
BROKERAGE AND RESEARCH SERVICES. Transactions on stock exchanges and other agency transactions involve the payment by the Funds of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price paid by the Funds usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid includes a disclosed, fixed commission or discount retained by the underwriter or dealer.
All orders for the purchase and sale of portfolio securities for each Fund are placed, and securities for the Fund bought and sold, through a number of brokers and dealers. In so doing, the Manager or Advisor uses its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent that it may be permitted to pay higher brokerage
30
commissions as described below. In seeking the most favorable price and execution, the Manager or Advisor, having in mind the Funds best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer in other transactions.
It has for many years been common practice in the investment advisory business for advisers of investment companies and other institutional investors to receive research, statistical and quotation services from broker-dealers which execute portfolio transactions for the clients of such advisers. Consistent with this practice, the Advisors and the Manager may receive research, statistical and quotation services from certain broker-dealers with which the Manager or Advisors place the Funds portfolio transactions. These services, which in some instances may also be purchased for cash, include such matters as general economic and securities market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the Advisors or the Manager in advising various of their clients (including the Funds), although not all of these services are necessarily useful and of value in advising the Funds. The fees paid to the Advisors by the Manager or paid to the Manager by the Funds are not reduced because the Advisors or the Manager receive such services.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, and by the Advisory Contracts, the Manager or Advisors may cause the Funds to pay a broker-dealer which provides brokerage and research services (as defined in that Act) to the Manager or Advisors an amount of disclosed commission for effecting a securities transaction for the Fund in excess of the commission which another broker-dealer would have charged for effecting that transaction. The Managers or Advisors authority to cause the Funds to pay any such greater commissions is subject to such written policies as the Trustees may adopt from time to time.
Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc. and with the requirements of Rule 12(b)-1(h)(1) of the 1940 Act, and, subject to seeking the most favorable price and execution available and such other policies as the Trustees may determine, the Manager or Advisors may use broker-dealers who sell shares of the Funds to execute portfolio transactions for the Funds.
Pursuant to conditions set forth in rules of the Securities and Exchange Commission, the Funds may purchase securities from an underwriting syndicate of which U.S. Boston Capital Corporation is a member (but not from U. S. Boston Capital Corporation itself). The conditions relate to the price and amount of the securities purchased, the commission or spread paid, and the quality of the issuer. The rules further require that such purchases take place in accordance with procedures adopted and reviewed periodically by the Trustees, particularly those Trustees who are not interested persons of the Fund.
Brokerage commissions paid by the Funds on portfolio transactions for the three most recently ended fiscal years as follows:
1 The variance in brokerage commissions is a result of changes in the Funds quantitative model which increased active risk targets to 6%-7% and which is expected to result in on-going turnover rates in the 150%-250% range. Prior to November 1, 2006, the Funds name was Quant Growth and Income Fund.
2 The variance in brokerage commissions paid in 2007 versus 2005 and 2006 is a result of increasing assets flows into the Fund.
3 The variance in brokerage commissions paid in 2007 versus 2005 and 2006 is a result of increasing assets flows into the Fund.
None of such commissions was paid to a broker who was an affiliated person of the Funds or an affiliated person of such a person or, to the knowledge of the Funds, to a broker an affiliated person of which was an affiliated person of the Fund, the Manager or any Advisor.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Funds Board of Trustees has adopted, on behalf of the Funds, policies and procedures relating to disclosure of the Funds portfolio securities. These policies and procedures are designed to protect the confidentiality of each Funds portfolio holdings and to prevent the selective disclosure of such information by providing a framework for disclosing information
31
regarding portfolio holdings, portfolio composition or other portfolio characteristics consistent with applicable regulations of the federal securities laws and general principles of fiduciary duty relating to fund shareholders.
The Manager will make a Funds full portfolio holdings information available to the public on a quarterly basis with an appropriate delay based upon the nature of the information disclosed, generally between three (3) business days and thirty (30) calendar days. Normally, the Manager will post each Funds full portfolio holdings approximately thirty (30) days after the end of each quarter on the Funds website at www.quantfunds.com. Such postings will remain available until the information is filed with the SEC as described below. Such publicly disclosed information may be sent to rating agencies, reporting/news services and financial intermediaries, upon request.
In addition, the Manager generally makes publicly available certain information other than a Funds portfolio holdings. For example, the Manager makes information regarding the Funds top ten holdings (including the percentage of the Funds assets represented by each security), the percentage breakdown of the Funds investments by country, sector and industry, various volatility measures (such as beta, standard deviation, etc.), market capitalization ranges and other portfolio characteristics (such as alpha, average P/E ratio, etc.) no earlier than three (3) business days after the end of each month.
Each Fund will disclose portfolio holdings as required by applicable law or as requested by governmental authorities. For example, each Fund will disclose its portfolio holdings quarterly on forms that must be filed with the SEC as follows: (i) portfolio holdings as of the end of each fiscal year ending March 31 will be filed as part of the annual report on Form N-CSR; (ii) portfolio holdings as of the end of the fiscal quarter ending June 30 will be filed on Form N-Q; (iii) portfolio holdings as of the end of the six-month period ending September 30 will be filed as part of the semi-annual report on Form N-CSR; and (iv) portfolio holdings as of the end of the fiscal quarter ending December 31 will be filed on Form N-Q. The Funds Forms N-CSR and N-Q will be available on the SECs web site at www.sec.gov . If a Funds portfolio holdings information is disclosed to the public (either through a filing on the SECs EDGAR web site or otherwise) before the disclosure of the information on the Funds web site would normally occur, that Fund may post such information to its web site.
The Manager may provide a Funds full portfolio holdings or other information to certain entities prior to the date such information is made public (Confidential Portfolio Information), provided that certain conditions are met. Such disclosures may be authorized by any member of the legal department. The entities to which such disclosure of Confidential Portfolio Information may be made as of the date of this Statement of Additional Information are rating agencies, plan sponsors, prospective separate account clients and other financial intermediaries (i.e., organizations evaluating the Funds for purposes of investment by their clients, such as broker-dealers, investment advisers, banks, insurance companies, financial planning firms, plan sponsors, plan administrators, shareholder servicing organizations and pension consultants). The third party must agree to a limited use of that information which does not conflict with the interests of the Funds shareholders, to use the information only for that authorized purpose, to keep such information confidential, and not to trade on such information. The Board of Trustees considered the disclosure of portfolio holdings information to these categories of entities to be consistent with the best interests of shareholders in light of the agreement to maintain the confidentiality of such information and only to use such information for the limited and approved purposes. As of the date of this Statement of Additional Information, the Manager has not provided the Funds Confidential Portfolio Information to any entity prior to the date such information was made public.
The Funds portfolio holdings disclosure policy is not intended to prevent the disclosure of any and all portfolio information to the Funds service providers who generally need access to such information in the performance of their contractual duties and responsibilities, such as the Manager, the Advisors, the Distributor, the Funds custodian and fund accountant (State Street Kansas City), the Funds counsel (Kirkpatrick & Lockhart Preston Gates Ellis LLP) and the Funds independent registered public accounting firm (PricewaterhouseCoopers LLP). Such service providers may be provided with portfolio holdings information on an as needed basis with no delay. In approving the policy, the Board of Trustees considered that the service providers are subject to duties of confidentiality arising under law or contract that provide an adequate safeguard for such information. None of the Manager, the Fund, or any other service provider receives any compensation or other consideration from any arrangement pertaining to the release of a Funds portfolio holdings information.
If a service provider is not subject to duties of confidentiality arising under law or contract as provided in the preceding paragraph, the service provider will be subject to a written confidentiality agreement that prohibits any trading upon the Confidential Portfolio Information. The Funds currently do not have ongoing arrangements to make Confidential Portfolio Information available to any service provider (other than those named above) or to any rating agencies. The Advisors currently have ongoing arrangements to make Confidential Portfolio Information available to the following Service Providers.
Name of Entity
|
Type of Service |
Frequency |
Lag Time
|
Proxy Edge |
Proxy Voting |
Daily
|
N/A |
32
Institutional Shareholder Services (ISS)
|
Proxy Voting
|
Daily
|
N/A
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The Funds President and the Managers Chief Compliance Officer (or persons designated by each of them), acting jointly, may grant exemptions to the policy with respect to Confidential Portfolio Information. Exemptions may be granted only if the above persons (or their designees) determine that providing such information is consistent with the interests of shareholders and the third party agrees to limit the use of such information only for the authorized purpose, to keep such information confidential, and not to trade on such information. Although the Board will periodically be informed of exemptions granted, granting exemptions entails the risk that portfolio holdings information may be provided to entities that use the information in a manner inconsistent with their obligations and the best interests of the Fund.
The Manager and the Advisor for each Fund have the primary responsibility for ensuring that a Funds portfolio holdings information is only disclosed in accordance with these policies. As part of this responsibility, the Manager and Advisors must maintain such internal informational barriers as they believe are reasonably necessary for preventing unauthorized disclosure of Confidential Portfolio Information. The Funds Chief Compliance Officer shall confirm at least annually that the Managers and Advisors procedures and or processes are reasonably designed to comply with these portfolio holdings disclosure policies
The Funds are subadvised by Advisors who are not affiliated with the Manager. As a result, separate accounts or other investment companies managed by an Advisor may have investment objectives and strategies that are substantially similar or identical to a Funds investment objective and strategy and, therefore, may have portfolio holdings that identical to or substantially the same as the portfolio holdings of the subadvised Fund. Such separate accounts or other investment companies may be subject to different holdings disclosure policies, and neither the Manager nor the Board of Trustees of the Funds exercises any control over such policies or disclosure.
Compliance with the Funds portfolio holdings disclosure policy is subject to periodic review by the Board of Trustees, including a review of any potential conflicts of interest in the disclosures made by the Manager in accordance with this policy or the exceptions permitted under the policy. The following changes to this policy would be subject to approval by the Board of Trustees: (i) any change to the policy to expand the categories of entities to which portfolio holdings may be disclosed, (ii) any increase in the purposes for which such disclosure may be made; or (iii) a change from quarterly to more frequent public disclosure. Any such change, if material, would be reflected in a supplement to the Funds Statement of Additional Information.
HOW TO INVEST
The procedures for purchasing shares are summarized in the Prospectus under the caption HOW TO INVEST.
The Fund has authorized one or more brokers to receive purchase and redemption orders on its behalf. Authorized brokers may designate other intermediaries to receive purchase and redemption orders on the Funds behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker, or if applicable, a brokers authorized designee, receives the purchase or redemption order. Purchase and redemption orders will be priced at the net asset value per share of the Fund next computed for the appropriate class of shares next computed after the purchase or redemption order is received in good order by an authorized broker or the brokers authorized designee and accepted by the Fund.
EXCHANGE OF SECURITIES FOR SHARES OF THE FUNDS. Applications to exchange common stocks for Fund shares must be accompanied by stock certificates (if any) and stock powers with signatures guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. Securities accepted by the Funds will be valued as set forth under CALCULATION OF NET ASSET VALUE in the Prospectus as of the time of the next determination of net asset value after such acceptance. Shares of a Fund are issued at net asset value determined as of the same time. All dividends, subscription, or other rights which are reflected in the market price of accepted securities at the time of valuation become the property of the Funds and must be delivered to the Funds by the investor upon receipt from the issuer. A gain or loss for Federal income tax purposes would be realized by the investor upon the exchange depending upon the cost of the securities tendered.
OPEN ACCOUNT SYSTEM. Under the Funds Open Account System all shares purchased are credited directly to your account in the designated Fund at the time of purchase. All shares remain on deposit with the Transfer Agent. No certificates are issued.
The following services are currently offered by the Open Account System:
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1. You may make additional investments in a Fund by sending a check in U.S. dollars (made payable to Quantitative Group of Funds) to the Funds, by wire, or by online ACH transactions, as described under HOW TO INVEST in the Prospectus.
2. You may select one of the following distribution options which best fits your needs.
* REINVESTMENT PLAN OPTION: Income dividends and capital gain distributions paid in additional shares at net asset value.
* INCOME OPTION: Income dividends paid in cash, capital gain distributions paid in additional shares at net asset value.
* CASH OPTION: Income dividends and capital gain distributions paid in cash.
You should indicate the Option you prefer, as well as the other registration details of your account, on the Account Application. The Reinvestment Plan Option will automatically be assigned unless you select a different option. Dividends and distributions paid on a class of shares of a Fund will be paid in shares of such class taken at the per share net asset value of such class determined at the close of business on the ex-date of the dividend or distribution or, at your election, in cash.
3. You will receive a statement setting forth the most recent transactions in your account after each transaction which affects your share balance.
The cost of services rendered under the Open Account System to the holders of a particular class of shares of a Fund are borne by that class as an expense of all shareholders of that class. However, in order to cover additional administrative costs, any shareholder requesting a historical transcript of his account will be charged a fee based upon the number of years researched. There is a minimum fee of $5. The right is reserved on 60 days written notice to make charges to individual investors to cover other administrative costs of the Open Account System.
Sales charges
Ordinary Shares - Deferred Sales Charge. Ordinary Shares are subject to a 1.00% deferred sales charge at the time of redemption. The 1.00% deferred sales charge is imposed on the proceeds from all Ordinary Shares redeemed (including Ordinary Shares purchased through the reinvestment of dividend and capital gains distributions) subject to exceptions provided for in the Funds prospectus. The Distributor may pay a sales fee of 1.00% of the offering price to the dealer transmitting an order for Ordinary Shares, provided that the Ordinary Shares sold are subject to the 1.00% deferred sales charge. The Distributor may also pay the dealer a service fee for accounts serviced by the dealer based upon the service agreement between the Fund and the Broker.
Class A purchases not subject to sales charges As described in the prospectus, certain purchases of Class A shares are not subject to a sales charge. Additional information regarding certain of such purchases is described below.
The initial sales charge paid by you on investments in Class A shares, expressed as a percentage of the offering price or the net amount invested, may be higher or lower than the percentages described in the prospectus due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding will vary with the size of the investment and the net asset value of the shares. Similarly, any contingent deferred sales charge paid by you on investments in Class A shares may be higher or lower than the 1% charge described below due to rounding.
Employer-sponsored retirement plans As noted in the prospectus, employer-sponsored retirement plans are not eligible to purchase Class A shares without a sales charge, or establish a statement of intention to do so, unless they currently invest in Class A shares. Individual 403(b) plans may be treated as employer-sponsored plans for sales charge purposes (i.e., individual participant accounts are eligible to be aggregated together) if: ( a ) the Quant Funds are principal investment options; ( b ) the employer facilitates the enrollment process by, for example, allowing for onsite group enrollment meetings held during working hours; and ( c ) there is only one dealer firm assigned to the plans.
Other purchases Pursuant to a determination of eligibility by a vice president or more senior officer of Quantitative Investment Advisors, Inc., or by his or her designee, Class A shares of the Quant Funds may be sold at net asset value to:
(1) current or retired directors, trustees, officers and certain lawyers who provide services to the funds managed by the Manager, current or retired employees and partners of the Manager and its affiliated companies, current or retired employees of the Advisors, certain family members and employees of the above persons, and trusts or plans primarily for such persons;
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(2) current registered representatives and assistants directly employed by such representatives, retired registered representatives with respect to accounts established while active, or full-time employees (and their spouses, parents and children) of dealers who have sales agreements with the Distributor (or who clear transactions through such dealers) and plans for such persons or the dealers;
(3) companies exchanging securities with a Quant fund through a merger, acquisition or exchange offer;
(4) insurance company separate accounts;
(5) an individual or entity with a substantial business relationship with the Manager or its affiliates, or an individual or entity related or relating to such individual or entity;
(6) wholesalers and full-time employees directly supporting wholesalers involved in the distribution of the Quant Funds; and
(7) full-time employees of banks that have sales agreements with the Distributor, who are solely dedicated to directly supporting the sale of mutual funds.
Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. Once an account is established under this net asset value privilege, additional investments can be made at net asset value for the life of the account.
Dealer commissions and compensation Commissions (up to 1.00%) are paid to dealers who initiate and are responsible for certain Class A share purchases not subject to sales charges. These purchases consist of purchases of $1 million or more, purchases by employer sponsored defined contribution-type retirement plans investing $1 million or more or with 100 or more eligible employees and purchases made at net asset value by certain retirement plans, endowments and foundations with assets of $50 million or more. Commissions on such investments (other than IRA rollover assets that roll over at no sales charge under the funds IRA rollover policy as described in the prospectus and statement of additional information) are paid to dealers at the following rates:
1.00% on amounts to $4 million,
0.50% on amounts over $4 million to $10 million and
0.25% on amounts over $10 million.
Commissions are based on cumulative investments and are not annually reset.
Sales charge reductions and waivers
Reducing your Class A sales charge As described in the prospectus, there are various ways to reduce your sales charge when purchasing Class A shares. Additional information about Class A sales charge reductions is provided below.
Statement of intention By establishing a statement of intention (the Statement), you enter into a nonbinding commitment to purchase shares of Quant Funds over a 13-month period and receive the same sales charge as if all shares had been purchased at once.
When a shareholder elects to use a Statement, shares equal to 5% of the dollar amount specified in the Statement will be held in escrow in the shareholders account out of the initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. All dividends and any capital gain distributions on shares held in escrow will be credited to the shareholders account in shares (or paid in cash, if requested). If the intended investment is not completed within the specified 13-month period, the purchaser will remit to the Distributor the difference between the sales charge actually paid and the sales charge which would have been paid if the total of such purchases had been made at a single time. The dealer assigned to the account at the end of the period will receive an appropriate commission adjustment. If the difference is not paid by the close of the Statement period, the appropriate number of shares held in escrow will be redeemed to pay such difference. If the proceeds from this redemption are inadequate, the purchaser will be liable to the Distributor for the balance still outstanding.
The Statement may be revised upward at any time during the 13-month period, and such a revision will be treated as a new Statement, except that the 13-month period during which the purchase must be made will remain unchanged. Accordingly, upon your request, the sales charge paid on investments made 90 days prior to the Statement revision will be adjusted to reflect the revised Statement.
Existing holdings eligible for rights of accumulation (see below) may be credited toward satisfying the Statement.
The Statement will be considered completed if the shareholder dies within the 13-month Statement period. Commissions to dealers will not be adjusted or paid on the difference between the Statement amount and the amount actually invested before the shareholders death.
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When the trustees of certain retirement plans purchase shares by payroll deduction, the sales charge for the investments made during the 13-month period will be handled as follows: the total monthly investment will be multiplied by 13 and then multiplied by 1.5. The current value of existing Quant Funds investments and any rollovers or transfers reasonably anticipated to be invested in the Quant Funds during the 13- month period are added to the figure determined above. The sum is the Statement amount and applicable breakpoint level. On the first investment and all other investments made pursuant to the Statement, a sales charge will be assessed according to the sales charge breakpoint thus determined. There will be no retroactive adjustments in sales charges on investments made during the 13-month period.
Shareholders purchasing shares at a reduced sales charge under a Statement indicate their acceptance of these terms and those in the prospectus with their first purchase.
Aggregation Qualifying investments for aggregation include those made by you and your immediate family as defined in the prospectus, if all parties are purchasing shares for their own accounts and/or:
individual-type employee benefit plan(s), such as an IRA, 403(b) plan (see exception below) or single-participant Keogh-type plan;
business accounts solely controlled by you or your immediate family (for example, you own the entire business);
trust accounts established by you or your immediate family (however, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the person who is the primary beneficiary of the trust);
endowments or foundations established and controlled by you or your immediate family.
Individual purchases by a trustee(s) or other fiduciary(ies) may also be aggregated if the investments are:
for a single trust estate or fiduciary account, including employee benefit plans other than the individual-type employee benefit plans described above;
made for two or more employee benefit plans of a single employer or of affiliated employers as defined in the 1940 Act, again excluding individual-type employee benefit plans described above;
for a diversified common trust fund or other diversified pooled account not specifically formed for the purpose of accumulating fund shares;
for nonprofit, charitable or educational organizations (or any employer-sponsored retirement plan for such an endowment or foundation), or any endowments or foundations established and controlled by the organization; or
for participant accounts of a 403(b) plan that is treated as an employer-sponsored plan (see Class A purchases not subject to sales charges above), or made for two or more 403(b) plans that are treated as employer-sponsored plans of a single employer or affiliated employers as defined in the 1940 Act.
Purchases made for nominee or street name accounts (securities held in the name of an investment dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with those made for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.
Concurrent purchases As described in the prospectus, you may reduce your Class A sales charge by combining purchases of all classes of shares in the Quant Funds.
Rights of accumulation Subject to the limitations described in the aggregation policy, you may take into account the current value of your existing holdings in all share classes of the Quant Funds to determine your sales charge on investments in accounts eligible to be aggregated. Alternatively, if your investment is not in an employer-sponsored retirement plan, upon your request, you may take into account the amount you invested less any withdrawals (however, for this purpose, the amount invested does not include capital appreciation or reinvested dividends and capital gains). If you make a gift of shares, upon your request, you may purchase the shares at the sales charge discount allowed under rights of accumulation of all of your Quant Fund accounts.
CDSC waivers for Class A shares As noted in the prospectus, a contingent deferred sales charge (CDSC) may be waived for redemptions due to death or certain post-purchase disabilities of a shareholder (this generally excludes accounts registered in the names of trusts and other entities). In the case of joint tenant accounts, if one joint tenant dies, a surviving joint tenant, at the time he or she notifies the Transfer Agent of the other joint tenants death and removes the decedents name from the account, may redeem shares from the account without incurring a CDSC. Redemptions made after the Transfer Agent is notified of the death of a joint tenant will be subject to a CDSC. In addition, a CDSC may be waived for the following types of transactions, if together they do not exceed 12% of the value of an account (defined below) annually (the 12% limit):
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Required minimum distributions taken from retirement accounts upon the shareholders attainment of age 70-1/2 (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver).
Redemptions through a systematic withdrawal plan (SWP) (see Automatic withdrawals under Shareholder account services and privileges below).
For each SWP payment, assets that are not subject to a CDSC, such as appreciation on shares and shares acquired through reinvestment of dividends and/or capital gain distributions, will be redeemed first and will count toward the 12% limit. Any dividends and/or capital gain distributions taken in cash by a shareholder who receives payments through a SWP will also count toward the 12% limit. In the case of a SWP, the 12% limit is calculated at the time a systematic redemption is first made, and is recalculated at the time each additional systematic redemption is made. Shareholders who establish a SWP should be aware that the amount of a payment not subject to a CDSC may vary over time depending on fluctuations in the value of their accounts. This privilege may be revised or terminated at any time. For purposes of this paragraph, account means your investment in a particular class of shares of all Quant Funds.
CDSC waivers are allowed only in the cases listed here and in the prospectus.
Rollovers from retirement plans to IRAs
As noted in the prospectus, assets from retirement plans may be invested in Class A shares through an IRA rollover. Rollovers invested in Class A shares from retirement plans will be subject to applicable sales charges. The following rollovers to Class A shares will be made at no sales charge:
Rollovers to IRAs that are attributable to Quant Funds investments, if the plans assets were invested in Quant Funds at the time of distribution.
IRA rollover assets that roll over at no sales charge as described above will not be subject to a contingent deferred sales charge. IRA rollover assets that are not attributable to Quant Funds investments, as well as future contributions to the IRA, will be subject to sales charges and the terms and conditions generally applicable to Class A share investments as described in the prospectus and statement of additional information if invested in Class A shares.
TAX DEFERRED RETIREMENT PLANS.
ACCOUNTS OFFERED BY THE FUNDS. The Funds offer tax-deferred accounts, for which State Street Bank and Trust Company acts as custodian, including:
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Traditional Individual Retirement Accounts (IRAs) |
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Roth IRAs |
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Simplified Employee Pension Plans (SEP-IRAs) |
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Simple IRAs |
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403(b) Custodial Accounts |
Agreements to establish these kinds of accounts and additional information about them, including information about fees and charges, are available from the Distributor. There are many detailed rules, including provisions of tax law, governing each of theses kinds of accounts. Investors considering participation in any of these plans should consult with their attorneys or tax advisers with respect to the establishment and maintenance of any of these plans. The following is some very general information about them.
IRAS. Investors may establish either regular IRA accounts, to which they may make contributions of up to $4,000 annually (or 100% of their earned income for the year, if less) or $5,000 if you are over fifty years old, or rollover IRAs, to which they may roll over or transfer assets from another preexisting IRA of the same kind. They also may establish conversion Roth IRAs (into which they may move assets from a traditional IRA), if they satisfy certain requirements; individuals will be subject to tax on the taxable amount moved from a traditional IRA to a Roth IRA at the time of the conversion. SEP-IRAs are traditional IRA accounts established pursuant to an employer-sponsored SEP plan; different contribution limits apply to SEP-IRAs. Simple IRAs are traditional IRA accounts established pursuant to an employer-sponsored Simple IRA plan; different contributions limits apply to Simple IRAs.
Contributions to a traditional IRA will be deductible if the individual for whom the account is established is not an active participant in an employer-sponsored plan; contributions may be deductible in whole or in part if the individual is such a participant, depending on the individuals income. Distributions from traditional IRAs are taxable as ordinary income. Contributions to a Roth IRA are not deductible. However, withdrawals may not be taxable if certain requirements are met. In
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either case, capital gains and income earned on Fund shares held in an IRA are not taxable as long as they are held in the IRA.
403(B)S. This kind of custodial account may be established by employees of certain educational and charitable organizations. A qualifying employee may make an election to defer salary, which is then contributed to the 403(b) account; these contributions held in a 403(b) account are not taxable as long as they are held in the account. A 403(b) holder generally will have taxable income only when he or she receives a distribution from the account; distributions are taxable as ordinary income.
OTHER RETIREMENT PLANS. Fund shares also may be made available as an investment under other tax-favored retirement plans, such as qualified pension plans and qualified profit sharing plans, including 401(k) plans.
HOW TO EXCHANGE
The procedures for exchanging shares of one Fund for those of another are also described in the Prospectus under HOW TO EXCHANGE.
An exchange involves a redemption of all or a portion of shares of one class of a Fund and the investment of the redemption proceeds in shares of a like class in another Fund. The redemption will be made at the per share net asset value of the particular class of shares of a Fund being redeemed which is next determined after the exchange request is received in proper order.
The shares of the particular class of shares of a Fund being acquired will be purchased when the proceeds from the redemption become available, normally on the day of the exchange request, at the per share net asset value of such class next determined after acceptance of the purchase order by the Fund being acquired in accordance with the customary policy of that Fund for accepting investments.
The exchange of shares of one class of a Fund for shares of a like class of another Fund will constitute a sale for federal income tax purposes on which the investor will realize a capital gain or loss.
The exchange privilege may be modified or terminated at any time, and the Funds may discontinue offering shares of any Fund or any class of any Fund generally or in any particular State without notice to shareholders.
HOW TO REDEEM
The procedures for redeeming shares of a Fund are described in the Prospectus under HOW TO REDEEM.
Proceeds will normally be forwarded on the second day on which the New York Stock Exchange is open after a redemption request is processed; however, the Funds reserve the right to take up to three (3) business days to make payment. This amount may be more or less than the shareholders investment and thus may involve a capital gain or loss for tax purposes. If the shares to be redeemed represent an investment made by check or through the automatic investment plan, the Funds reserve the right not to honor the redemption request until the check or monies have been collected.
The Funds will normally redeem shares for cash, however, the Funds reserve the right to pay the redemption price wholly or partially in kind if the Board of Trustees determines it to be advisable and in the interest of the remaining shareholders of the Funds. The redemptions in kind will be selected by the Manager or Advisor in light of the Funds objective and will not generally represent a pro rata distribution of each security held in the Funds portfolio. If portfolio securities are distributed in lieu of cash, the shareholder will normally incur brokerage commissions upon subsequent disposition of any such securities. However, the Funds have elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Funds are obligated to redeem shares solely in cash for any shareholder during any 90-day period up to the lesser of $250,000 or 1% of the total net asset value of the Fund at the beginning of such period. A redemption constitutes a sale of shares for federal income tax purposes on which the investor may realize a long- or short-term capital gain or loss. See also Taxation below.
Shareholders are entitled to redeem all or any portion of the shares credited to their accounts by submitting a written request for redemption to Quantitative Group of Funds. Shareholders who redeem more than $10,000, or request that the redemption proceeds be paid to someone other than the shareholders of record or sent to an address other than the address of record, must have their signature(s) guaranteed by domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies or savings associations. If the shareholder is a corporation, partnership, agent, fiduciary or surviving joint owner, the Funds may require additional documentation of a customary nature. Shareholders who have authorized the Funds to accept telephone instructions may redeem shares credited to their accounts by telephone. Once made, a telephone request may not be modified or canceled.
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The Funds and the Transfer Agent will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. If the Funds and the Transfer Agent fail to do so, they may be liable for any losses due to unauthorized or fraudulent transactions. The Funds provide written confirmation of all transactions effected by telephone and will only mail the proceeds of telephone redemptions to the redeeming shareholders address of record.
The Transfer Agent will assess a $15.00 fee for overnight delivery or to wire the proceeds of a redemption. Such fee will be subtracted from the net redemption amount.
EXCESSIVE TRADING. The Funds intend to deter market timing activities and do not have any agreements to permit any person to market time in the Funds. See Excessive Trading in the prospectus for more information on the Funds policies.
REDEMPTION FEE. (Institutional Shares only) Prior to July 29, 2007, a redemption fee equal to 2% of the net asset value of Institutional Shares redeemed was imposed on redemptions made less than 61 days following the issuance of such Institutional Shares. For the fiscal year ended March 31, 2007, the Funds retained $9,975.06 in redemption fees.
CALCULATION OF NET ASSET VALUE
Portfolio securities are valued each business day at the last reported sale price up to the close of the New York Stock Exchange (ordinarily 4:00 p.m., Eastern Standard Time). Where applicable and appropriate, portfolio securities will be valued using the NASDAQ Official Closing Price. If there is no such reported sale, the securities generally are valued at the mean between the last reported bid and asked prices. For certain securities, where no such sales have been reported, the Fund may value such securities at the last reported bid price. In the event that there is information suggesting that valuation of such securities based upon bid and/or asked prices may not be accurate, a Fund may value such securities in good faith at fair value in accordance with procedures established by the trustees, which may include a determination to value such securities at the last reported sale price.
The Emerging Markets and Foreign Value Funds may invest in securities listed on foreign exchanges that trade on days on which those Funds do not compute net asset value (i.e., Saturdays and New York Stock Exchange holidays) and the net asset value of shares of those Funds may be significantly affected on such days. Securities quoted in foreign currencies are translated into U.S. dollars, based upon the prevailing exchange rate on each business day. Other assets and securities for which no quotations are readily available are valued at fair value as determined in good faith using procedures approved by the Funds Trustees (the Trustees). The Fund translates prices for its investments quoted in foreign currencies into U.S. dollars at current exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect the Funds net asset value. Because foreign markets may be open at different times than the New York Stock Exchange, the value of the Funds shares may change on days when shareholders are not able to buy or sell them. If events materially affecting the values of the Funds foreign investments occur between the close of foreign markets and the close of regular trading on the New York Stock Exchange, these investments will be valued at their fair value.
The fair value of any restricted securities from time to time held by a Fund is determined by its Advisor in accordance with procedures approved by the Trustees. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of such securities is generally determined as the amount that the Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. The valuation procedures applied in any specific instance are likely to vary from case to case. However, consideration is generally given to the financial position of the issuer and other fundamental analytical data relating to the investment and to the nature of the restrictions on disposition of the securities (including any registration expenses that might be borne by the Fund in connection with such disposition). In addition, such specific factors are also generally considered as the cost of the investment, the market value of any unrestricted securities of the same class (both at the time of purchase and at the time of valuation), the size of the holding, the prices of any recent transactions or offers with respect to such securities and any available analysts reports regarding the issuer. Short-term investments that mature in sixty-days (60) or less are valued at amortized cost.
Market quotations are not considered to be readily available for long-term corporate bonds, debentures and notes; such investments are stated at fair value on the basis of valuations furnished by a pricing service, approved by the Trustees, which determines valuations for normal, institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders.
For purposes of determining the net asset value per share of each class of a Fund, all assets and liabilities initially expressed in foreign currencies will be valued in U.S. dollars at the mean between the bid and asked prices of such currencies against U.S. dollars.
Generally, trading in foreign securities, as well as corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times prior to 4:15 p.m. Eastern time upon the close of business on the primary
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exchange for such securities. The values of such securities used in determining the net asset value of the Funds shares are computed as of such other times. Foreign currency exchange rates are also generally determined prior to 4:15 p.m. Eastern time. Occasionally, events affecting the value of such securities may occur between such times and 4:15 p.m. Eastern time which will not be reflected in the computation of the Funds net asset value. If events materially affecting the value of the Funds securities occur during such a period, then these securities will be valued at their fair value as determined in good faith by the Trustees.
Expenses of the Funds directly charged or attributable to any Fund will be paid from the assets of that Fund except that 12b-1 Plan expenses will not be borne by holders of Institutional Shares of the Funds and each class of shares of the Fund will bear its own transfer agency fees. General expenses of the Funds will be allocated among and charged to the assets of the respective Funds on a basis that the Trustees deem fair and equitable, which may be the relative assets of each Fund or the nature of the services performed and relative applicability to each Fund.
PRICE OF SHARES
Orders received by an investment dealer or authorized designee, the Transfer Agent or a Quant Fund after the time of the determination of the net asset value will be entered at the next calculated offering price. Note that investment dealers or other intermediaries may have their own rules about share transactions and may have earlier cut-off times than those of the Funds. For more information about how to purchase through your intermediary, contact your intermediary directly.
Prices that appear in the newspaper do not always indicate prices at which you will be purchasing and redeeming shares of a Fund, since such prices generally reflect the previous days closing price, while purchases and redemptions are made at the next calculated price. The price you pay for shares, the offering price, is based on the net asset value per share, which is calculated once daily as of approximately 4:00 p.m. Eastern time, which is the normal close of trading on the New York Stock Exchange, each day the Exchange is open. If, for example, the Exchange closes at 1:00 p.m., a Funds share price would still be determined as of 4:00 p.m.
Eastern time.
DISTRIBUTIONS
Each Fund will be treated as a separate entity for federal income tax purposes (see TAXATION) with its net realized gains or losses being determined separately, and capital loss carryovers determined and applied on a separate Fund basis.
TAXATION
Each Fund intends to qualify annually as a regulated investment company (RIC) under the Code.
To qualify as a RIC, a Fund must (a) derive at least 90% of its gross income from dividends, interest, gains from the sale or other disposition of stock, securities, or foreign currencies certain payments with respect to securities loans or other income derived with respect to its business of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at the close of each quarter of its taxable year, (i) at least 50% of the value of its total assets consists of cash, cash items, Government securities, securities of other RICs, and other securities limited generally with respect to any one issuer to not more than 5% of the total assets of the Fund and not more than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than Government securities and securities of RICs); and (c) distribute at least 90% of its investment company taxable income (which includes interest, dividends, and net short-term capital gains in excess of net long-term capital losses) each taxable year.
As a RIC, a Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, that it distributes to shareholders. Each Fund intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income and net capital gains. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, a Fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses, as prescribed by the Code) for the one-year period ending on October 31 of the calendar year, and (3) any ordinary income and capital gains for previous years that was not distributed during those years. A distribution will be treated as paid on December 31 of the current calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid by a Fund during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. To prevent application of the excise tax, each Fund intends to make its distributions in accordance with the calendar year distribution requirement.
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Dividends paid out of a Funds investment company taxable income will be taxable to a U.S. shareholder as ordinary income. If a portion of a Funds income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the corporate dividends-received deduction. Distributions of net capital gains, if any, designated as capital gain dividends are taxable to shareholders as long-term capital gains, regardless of how long the shareholder has held the Funds shares, and are not eligible for the dividends-received deduction. Shareholders receiving distributions in the form of additional shares, rather than cash, generally will have a cost basis in each such share equal to the net asset value of a share of the Fund on the reinvestment date. Shareholders will be notified annually as to the U.S. federal tax status of distributions, and shareholders receiving distributions in the form of additional shares will receive a report as to the net asset value of those shares.
The taxation of equity options and over-the-counter options on debt securities is governed by Code section 1234. Pursuant to Code section 1234, the premium received by a Fund for selling a put or call option is not included in income at the time of receipt. If the option expires, the premium is short-term capital gain to the Fund. If a Fund enters into a closing transaction, the difference between the amount paid to close out its position and the premium received is short-term capital gain or loss. If a call option written by a Fund is exercised, thereby requiring the Fund to sell the underlying security, the premium will increase the amount realized upon the sale of such security and any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term depending upon the holding period of the security. With respect to a put or call option that is purchased by a Fund, if the option is sold, any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term, depending upon the holding period of the option. If the option expires, the resulting loss is a capital loss and is long-term or short-term, depending upon the holding period of the option. If the option is exercised, the cost of the option, in the case of a call option, is added to the basis of the purchased security and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss.
Certain options and futures contracts in which a Fund may invest are section 1256 contracts. Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses; however, foreign currency gains or losses (as discussed below) arising from certain section 1256 contracts may be treated as ordinary income or loss. Also, section 1256 contracts held by a Fund at the end of each taxable year (and, generally, for purposes of the 4% excise tax, on October 31 of each year) are marked-to-market (that is, treated as sold at fair market value), resulting in unrealized gains or losses being treated as though they were realized.
Generally, the hedging transactions undertaken by the Fund may result in straddles for U.S. federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund. In addition, losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules have been promulgated, the tax consequences to a Fund of engaging in hedging transactions are not entirely clear. Hedging transactions may increase the amount of short-term capital gain realized by a Fund which is taxed as ordinary income when distributed to shareholders.
Each Fund may make one or more of the elections available under the Code which are applicable to straddles. If a Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions.
Because the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which may be distributed to shareholders, and which will be taxed to them as ordinary income or long-term capital gain, may be increased or decreased as compared to a fund that did not engage in such hedging transactions.
Notwithstanding any of the foregoing, a Fund may recognize gain (but not loss) from a constructive sale of certain appreciated financial positions if the Fund enters into a short sale, offsetting notional principal contract or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated financial positions subject to this constructive sale treatment are interests (including options and forward contracts and short sales) in stock, partnership interests, certain actively traded trust instruments and certain debt instruments. Constructive sale treatment does not apply to certain transactions closed in the 90-day period ending with the 30th day after the close of the taxable year, if certain conditions are met.
Unless certain constructive sale rules (discussed more fully above) apply, a Fund will not realize gain or loss on a short sale of a security until it closes the transaction by delivering the borrowed security to the lender. Pursuant to Code Section 1233, all or a portion of any gain arising from a short sale may be treated as short-term capital gain, regardless of the period for which the Fund held the security used to close the short sale. In addition, the Funds holding period of any security which is substantially identical to that which is sold short may be reduced or eliminated as a result of the short sale. Recent legislation, however, alters this treatment by treating certain short sales against the box and other transactions as a constructive sale of the
41
underlying security held by the Fund, thereby requiring current recognition of gain, as described more fully above. Similarly, if a Fund enters into a short sale of property that becomes substantially worthless, the Fund will recognize gain at that time as though it had closed the short sale. Future Treasury regulations may apply similar treatment to other transactions with respect to property that becomes substantially worthless.
Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time a Fund accrues receivables or liabilities denominated in a foreign currency, and the time the Fund actually collects such receivables or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain options futures, and forward contracts, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains or losses, referred to under the Code as section 988 gains or losses, may increase or decrease the amount of a Funds investment company taxable income to be distributed to its shareholders as ordinary income.
Upon the sale or other disposition of shares of a Fund, a shareholder may realize a capital gain or loss which may be long-term or short-term, generally depending upon the shareholders holding period for the shares. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced (including shares acquired pursuant to a dividend reinvestment plan) within a period of 61 days beginning 30 days before and ending 30 days after disposition of the shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gains received by the shareholder with respect to such shares.
If a Fund invests in stock of certain foreign investment companies, the Fund may be subject to U.S. federal income taxation on a portion of any excess distribution with respect to, or gain from the disposition of, such stock. The tax would be determined by allocating such distribution or gain ratably to each day of the Funds holding period for the stock. The distribution or gain so allocated to any taxable year of the Fund, other than the taxable year of the excess distribution or disposition, would be taxed to the Fund at the highest ordinary income tax rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign companys stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Funds investment company taxable income and, accordingly, would not be taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders.
Alternatively, a Fund may elect to mark to market its foreign investment company stock, resulting in the stock being treated as sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported as ordinary income; any resulting loss and any loss from an actual disposition of the stock would be reported as ordinary loss to the extent of any net mark-to-market gains previously included in income. A Fund also may elect, in lieu of being taxable in the manner described above, to include annually in income its pro rata share of the ordinary earnings and net capital gain of the foreign investment company.
Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries.
If more than 50% of the value of a Funds total assets at the close of its taxable year consists of securities of foreign corporations, the Fund will be eligible and may elect to pass-through to the Funds shareholders the amount of foreign income and similar taxes paid by the Fund. Pursuant to this election, if made, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his or her pro rata share of the foreign income and similar taxes paid by the Fund, and will be entitled either to deduct his or her pro rata share of foreign income and similar taxes in computing his taxable income or to use it as a foreign tax credit against his U.S. Federal income taxes, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Foreign taxes generally may not be deducted by a shareholder that is an individual in computing the alternative minimum tax.
Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholders U.S. tax attributable to his total foreign source taxable income. For this purpose, if a Fund makes the election described in the preceding paragraph, the source of the Funds income flows through to its shareholders. With respect to the Fund, gains from the sale of securities generally will be treated as derived from U.S. sources and section 988 gains will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, including foreign source passive income received from the Fund. The foreign tax credit limitation rules do not apply to certain electing individual taxpayers who have limited creditable foreign taxes and no foreign source income other than passive investment-type income. The foreign tax credit is eliminated with respect to foreign taxes withheld on dividends if the dividend paying shares or the shares of a Fund are held by the Fund or the shareholder, as the case may be, for less than 16 days (46 days in the case of preferred shares) during the 30-day period (90-day period for preferred shares) beginning 15 days (45 days for preferred shares) before the shares become ex-dividend. In addition, if a fund fails to satisfy these holding period requirements, it cannot
42
elect under Section 853 to pass through to shareholders the ability to claim a deduction for the related foreign taxes. If a fund fails to satisfy their holding period requirement, it cannot elect under section 853 to pass through to shareholders the ability to claim a deduction for the related foreign taxes.
The foregoing is only a general description of the foreign tax credit under current law. Because application of the credit depends on the particular circumstances of each shareholder, shareholders are advised to consult their own tax advisers.
A Fund may be required to withhold U.S. federal income tax at the rate of 30% of all taxable distributions payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability.
Fund shareholders may be subject to state, local and foreign taxes on their Fund distributions. In many states, Fund distributions that are derived from interest on certain U.S. Government obligations are exempt from taxation. The tax consequences to a foreign shareholder of an investment in the Fund may be different from those described herein. Foreign shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund.
PERFORMANCE MEASURES
Average Annual Total Rate of Return (1), (2), (3), (4)
(for the Fiscal Year Ended March 31, 2007)
|
1 Year |
5 Years |
10 Years |
Since Inception |
Inception Date |
SMALL CAP FUND |
|
|
|
|
|
Ordinary Shares |
10.89% |
11.43% |
11.17% |
14.44% |
8/3/92 |
Ordinary Shares After Taxes on Distributions |
9.68% |
10.38% |
9.64% |
11.88% |
|
Ordinary Shares After Taxes on Distributions and Sales |
8.66% |
9.73% |
9.14% |
11.44% |
|
Institutional Shares |
12.58% |
12.22% |
11.84% |
13.54% |
1/6/93 |
LONG/SHORT FUND |
|
|
|
|
|
Ordinary Shares |
14.47% |
5.61% |
7.81% |
11.48% |
5/6/85 |
Ordinary Shares After Taxes on Distributions |
14.41% |
5.39% |
6.19% |
8.97% |
|
Ordinary Shares After Taxes on Distributions and Sales |
9.41% |
4.83% |
6.18% |
8.88%- |
|
Institutional Shares |
16.22% |
6.33% |
8.46% |
10.36% |
3/25/91 |
EMERGING MARKETS FUND |
|
|
|
|
|
Ordinary Shares |
20.14% |
29.32% |
11.22% |
8.48% |
9/30/94 |
Ordinary Shares After Taxes on Distributions |
19.30% |
28.86% |
10.93% |
8.25% |
|
Ordinary Shares After Taxes on Distributions and Sales |
13.49% |
26.25% |
9.94% |
7.50% |
|
Institutional Shares |
21.68% |
30.11% |
11.85% |
11.65% |
4/2/96 |
FOREIGN VALUE FUND |
|
|
|
|
|
Ordinary Shares |
20.86% |
21.31% |
N/A |
11.59% |
5/15/98 |
Ordinary Shares After Taxes on Distributions |
19.86% |
20.96% |
N/A |
11.21% |
|
Ordinary Shares After Taxes on Distributions and Sales |
14.59% |
18.89% |
N/A |
10.16% |
|
Institutional Shares |
22.37% |
21.85% |
N/A |
15.19% |
12/18/98 |
|
(1) |
Total return with all dividends and capital gains reinvested. The performance data quoted represents past performance. The investment return and principal value of a current investment will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. |
|
(2) |
These results reflect the impact of a contractual 2.00% expense cap applicable to the Quantitative Small Cap Fund and Quantitative Long/Short Fund (prior to November 1, 2006; Long/Short was previously known as Quant Growth and Income Fund), and a voluntary expense cap of 2.25% applicable to the Quantitative Emerging Markets Fund (which was terminated on September 30, 2005), as described in the Prospectus, and expense waivers and/or reimbursements applicable to the Funds. If the expenses had not been subsidized, where applicable, the |
43
performance would have been lower. As of November 1, 2006, the Manager is no longer contractually obligated to assume certain expenses of Quant Long/Short Fund.
|
(3) |
The return for the Ordinary Shares of the Funds takes into account a one percent (1%) deferred sales charge imposed at the time of redemption. For this reason, the numbers will differ from those in the Financial Highlights table. The deferred sales charge is not imposed in the case of redemptions of Institutional Shares, redemptions of involuntary redemptions, redemptions of Shares tendered for exchange and redemptions of Shares held by contributory plans qualified under Section 401(k) of the Internal Revenue Code or for certain other redemptions. (See HOW TO REDEEM in the Prospectus.) |
|
(4) |
Class A shares are authorized but are not offered as of the date of this SAI thus no returns are available for the class. |
From time to time, the Funds may advertise their performance in various ways. These methods include providing information on the returns of the Funds and comparing the performance of the Funds to relevant benchmarks. Performance will be stated in terms of total return. Total return figures are based on the historical performance of each Fund, show the performance of a hypothetical investment and are not intended to indicate future performance.
Under the rules of the Securities and Exchange Commission (the Commission), funds advertising performance must include total return quotes, T below, calculated according to the following formula:
P(1+T)n = ERV
|
Where: |
P = a hypothetical initial payment of $1,000 |
T = average annual total return
n = number of years (1, 5, or 10)
ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the n year period (or fractional portion thereof) at the end of such period.
Under the rules of the Commission, funds advertising after-tax performance on distributions must include total return quotes, T below, calculated according to the following formula:
P(1+T)n = ATVD
|
Where: |
P = a hypothetical initial payment of $1,000 |
T = average annual total return (after taxes on distributions)
n = number of years
ATVD = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the n year period (or fractional portion thereof) after taxes on fund distributions but not after taxes on sales.
The computation assumes that dividends and distributions, less the taxes due on such distributions, are reinvested at the price stated in the prospectus (including any applicable sales load) on the reinvestment dates during the period.
Under the rules of the Commission, funds advertising after-tax performance on distributions and sales must include total return quotes, T below, calculated according to the following formula:
P(1+T)n = ATVDR
|
Where: |
P = a hypothetical initial payment of $1,000 |
T = average annual total return (after taxes on distributions and sales)
n = number of years
ATVDR = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the n year period (or fractional portion thereof) after taxes on fund distributions and sales.
44
The computation assumes that dividends and distributions, less the taxes due on such distributions, are reinvested at the price stated in the prospectus (including any applicable sales load) on the reinvestment dates during the period.
The average annual total return, the average annual total return after taxes on distributions and the average annual total return after taxes on distributions and sales will be calculated under the foregoing formula and the time periods used in advertising will be based on rolling calendar quarters, updated to the last day of the most recent quarter prior to submission of the advertising for publication, and will cover one, five, and ten year periods plus the time period since the effective date of the registration statement relating to the particular Fund. When the period since inception is less than one year, the total return quoted will be the aggregate return for the period. In calculating redeemable value, the deferred sales charge is deducted from the ending redeemable value and all dividends and distributions by the Fund are deemed to have been reinvested at net asset value as described in the Prospectus on the reinvestment dates during the period. Total return, or T in the formula above, is computed by finding the average annual compounded rates of return over the 1, 5 and 10 year periods (or fractional portions thereof) that would equate the initial amount invested to the ending redeemable value. Any sales loads that might in the future be made applicable at the time to reinvestments would be included as would any recurring account charges that might be imposed on the Fund. The average annual total returns for the Funds as of December 31, 2005, the last calendar year end preceding the Prospectus and this SAI, are set forth in the Prospectus under the heading Fund Summaries in the section PERFORMANCE.
In reports to shareholders or other literature, the Funds may compare their performance to that of other mutual funds with similar investment objectives and to stock or other relevant indices. For example, it may compare its performance to rankings prepared by Lipper, Inc. (Lipper) or Morningstar, Inc., widely recognized independent services that monitor the performance of mutual funds. In making such comparisons, the Funds may from time to time include a total aggregate return figure or an average annual total return figure that is not calculated according to the formula set forth above in order to make a more accurate comparison to other measures of investment return. For such purposes, the Funds calculate their aggregate total return in the same manner as the above formula except that no deferred sales charges are deducted from the ending amount. When the period since inception is less than one year, the total return quoted will be the aggregate return for the period. The Funds, however, will disclose the maximum deferred sales charge and will also disclose that the performance data so quoted do not reflect sales charges and that the inclusion of sales charges would reduce the performance quoted. Such alternative information will be given no greater prominence in such sales literature than the information prescribed under Commission rules. Performance information, rankings, ratings, published editorial comments and listings reported in national financial publications may also be used in computing performance of the Funds (if the Funds are listed in any such publication). Performance comparisons should not be considered as representative of the future performance of the Funds.
Independent statistical agencies measure the funds investment performance and publish comparative information showing how the fund, and other investment companies, performed in specified time periods. Three agencies whose reports are commonly used for such comparisons are set forth below. From time to time, the fund may distribute these comparisons to its shareholders or to potential investors. THE AGENCIES LISTED BELOW MEASURE PERFORMANCE BASED ON THEIR OWN CRITERIA RATHER THAN ON THE STANDARDIZED PERFORMANCE MEASURES DESCRIBED IN THE PRECEDING SECTION.
LIPPER, INC. distributes mutual fund rankings monthly. The rankings are based on total return performance calculated by Lipper, generally reflecting changes in net asset value adjusted for reinvestment of capital gains and income dividends. They do not reflect deduction of any sales charges. Lipper rankings cover a variety of performance periods, including year-to-date, 1-year, 5-year, and 10-year performance. Lipper classifies mutual funds by investment objective and asset category.
MORNINGSTAR, INC. distributes mutual fund ratings twice a month. The ratings are divided into five groups: highest, above average, neutral, below average and lowest. They represent a funds historical risk/reward ratio relative to other funds in its broad investment class as determined by Morningstar, Inc. Morningstar ratings cover a variety of performance periods, including 1-year, 3-year, 5-year, 10-year and overall performance. The performance factor for the overall rating is a weighted-average assessment of the funds 1-year, 3-year, 5-year, and 10-year total return performance (if available) reflecting deduction of expenses and sales charges. Performance is adjusted using quantitative techniques to reflect the risk profile of the fund. The ratings are derived from a purely quantitative system that does not utilize the subjective criteria customarily employed by rating agencies such as Standard & Poors and Moodys Investor Service, Inc.
CDA/WIESENBERGERS MANAGEMENT RESULTS publishes mutual fund rankings and is distributed monthly. The rankings are based entirely on total return calculated by Wiesenberger for periods such as year-to-date, 1-year, 3-year, 5-year and 10-year. Mutual funds are ranked in general categories (e.g., international bond, international equity, municipal bond, and maximum capital gain). Wiesenberger rankings do not reflect deduction of sales charges or fees.
45
Independent publications may also evaluate the funds performance. The fund may from time to time refer to results published in various periodicals, including Barrons, Financial World, Forbes, Fortune, Investors Business Daily, Kiplingers Personal Finance Magazine, Money, U.S. News and World Report and The Wall Street Journal.
Independent, unmanaged indexes, such as those listed below, may be used to present a comparative benchmark of fund performance. The performance figures of an index reflect changes in market prices, reinvestment of all dividend and interest payments and, where applicable, deduction of foreign withholding taxes, and do not take into account brokerage commissions or other costs. Because the fund is a managed portfolio, the securities it owns will not match those in an index. Securities in an index may change from time to time.
MUTUAL FUNDS MAGAZINE, INC. publishes mutual fund rankings and is distributed monthly. Mutual Funds Magazines proprietary All-Star Ratings reflect historical risk-adjusted performance through a specific date and are subject to change. Overall ratings are calculated from the funds total return, with load-adjustments if applicable, relative to the volatility of its price fluctuations, over a minimum of two years and a maximum of ten years. Separate All-Star Ratings are also calculated for 1-, 3-, 5- and 10-year periods, as applicable. For all periods, the 20% of funds with the highest risk-adjusted returns receive Five Stars; the next highest 20% receive Four Stars, the next highest 20% receive Three Stars, etc.
THE CONSUMER PRICE INDEX, prepared by the U.S. Bureau of Labor Statistics, is a commonly used measure of the rate of inflation. The index shows the average change in the cost of selected consumer goods and services and does not represent a return on an investment vehicle.
THE DOW JONES INDUSTRIAL AVERAGE is an index of 30 common stocks frequently used as a general measure of stock market performance.
THE DOW JONES UTILITIES AVERAGE is an index of 15 utility stocks frequently used as a general measure of stock market performance.
CS FIRST BOSTON HIGH YIELD INDEX is a market-weighted index including publicly traded bonds having a rating below BBB by Standard & Poors and Baa by Moodys.
THE LEHMAN BROTHERS AGGREGATE BOND INDEX is an index composed of securities from The Lehman Brothers Government/Corporate Bond Index, The Lehman Brothers Mortgage-Backed Securities Index and The Lehman Brothers Asset-Backed Securities Index and is frequently used as a broad market measure for fixed-income securities.
THE LEHMAN BROTHERS ASSET-BACKED SECURITIES INDEX is an index composed of credit card, auto, and home equity loans. Included in the index are pass-through, bullet (non-callable), and controlled amortization structured debt securities; no subordinated debt is included. All securities have an average life of at least one year.
THE LEHMAN BROTHERS CORPORATE BOND INDEX is an index of publicly issued, fixed-rate, non-convertible investment-grade domestic corporate debt securities frequently used as a general measure of the performance of fixed-income securities.
THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX is an index of publicly issued U.S. Treasury obligations, debt obligations of U.S. government agencies (excluding mortgage-backed securities), fixed-rate, non-convertible, investment-grade corporate debt securities and U.S. dollar-denominated, Commission-registered non-convertible debt issued by foreign governmental entities or international agencies used as a general measure of the performance of fixed-income securities.
THE LEHMAN BROTHERS INTERMEDIATE TREASURY BOND INDEX is an index of publicly issued U.S. Treasury obligations with maturities of up to ten years and is used as a general gauge of the market for intermediate-term fixed-income securities.
THE LEHMAN BROTHERS LONG-TERM TREASURY BOND INDEX is an index of publicly issued U.S. Treasury obligations (excluding flower bonds and foreign-targeted issues) that are U.S. dollar-denominated and have maturities of 10 years or greater.
THE LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX includes 15- and 30-year fixed rate securities backed by mortgage pools of the Government National Mortgage Association, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association.
THE LEHMAN BROTHERS MUNICIPAL BOND INDEX is an index of approximately 20,000 investment-grade, fixed-rate tax-exempt bonds.
46
THE LEHMAN BROTHERS TREASURY BOND INDEX is an index of publicly issued U.S. Treasury obligations (excluding flower bonds and foreign-targeted issues) that are U.S. dollar denominated, have a minimum of one year to maturity, and are issued in amounts over $100 million.
THE MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX is an index of approximately 1,482 equity securities listed on the stock exchanges of the United States, Europe, Canada, Australia, New Zealand and the Far East, with all values expressed in U.S. dollars.
THE MORGAN STANLEY CAPITAL INTERNATIONAL EMERGING MARKETS INDEX is an index of approximately 700 securities available to non-domestic investors representing 26 emerging markets, with all values expressed in U.S. dollars.
THE MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX is an index of approximately 900 equity securities issued by companies located in 21 countries and listed on the stock exchanges of Europe, Australia, and the Far East. All values are expressed in U.S. dollars.
THE MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE INDEX is an index of approximately 550 equity securities issued by companies located in one of 16 European countries, with all values expressed in U.S. dollars.
THE MORGAN STANLEY CAPITAL INTERNATIONAL PACIFIC INDEX is an index of approximately 418 equity securities issued by companies located in 5 countries and listed on the exchanges of Australia, New Zealand, Japan, Hong Kong, Singapore. All values are expressed in U.S. dollars.
THE NASDAQ INDUSTRIAL AVERAGE is an index of stocks traded in The NASDAQ Stock Market, Inc. National Market System.
THE RUSSELL 1000 INDEX is composed of the 1,000 largest companies in the Russell 3000 Index, representing approximately 89% of the Russell 3000 total market capitalization. The Russell 3000 Index is composed of the 3,000 largest U.S. companies ranked by total market capitalization, representing approximately 98% of the U.S. investable equity market.
THE RUSSELL 2000 INDEX is composed of the 2,000 smallest companies in the Russell 3000 Index, representing approximately 11% of the Russell 3000 total market capitalization.
THE RUSSELL 2000 GROWTH INDEX is composed of securities with greater-than-average growth orientation within the Russell 2000 Index. Each securitys growth orientation is determined by a composite score of the securitys price-to- book ratio and forecasted growth rate. Growth stocks tend to have higher price-to-book ratios and forecasted growth rates than value stocks. This index is composed of approximately 1,310 companies from the Russell 2000 Index, representing approximately 50% of the total market capitalization of the Russell 2000 Index.
THE RUSSELL MIDCAP INDEX is composed of the 800 smallest companies in the Russell 1000 Index, representing approximately 35% of the Russell 1000 total market capitalization.
THE RUSSELL MIDCAP GROWTH INDEX is composed of securities with greater-than-average growth orientation within the Russell Midcap Index. Each securitys growth orientation is determined by a composite score of the securitys price-to-book ratio and forecasted growth rate. Growth stocks tend to have higher price-to-book ratios and forecasted growth rates than value stocks. This index is composed of approximately 450 companies from the Russell 1000 Growth Index, representing 20% of the total market capitalization of the Russell 1000 Growth Index.
THE SALOMON BROTHERS LONG-TERM HIGH-GRADE CORPORATE BOND INDEX is an index of publicly traded corporate bonds having a rating of at least AA by Standard & Poors or Aa by Moodys and is frequently used as a general measure of the performance of fixed-income securities.
THE SALOMON BROTHERS LONG-TERM TREASURY INDEX is an index of U.S. government securities with maturities greater than 10 years.
THE SALOMON BROTHERS WORLD GOVERNMENT BOND INDEX is an index that tracks the performance of the government bond markets of Australia, Austria, Belgium Canada, Denmark, France, Germany, Italy, Japan, Netherlands, Spain, Sweden, United Kingdom and the United States. Country eligibility is determined by market capitalization and investability criteria.
THE SALOMON BROTHERS WORLD GOVERNMENT BOND INDEX (non $U.S.) is an index of foreign government bonds calculated to provide a measure of performance in the government bond markets outside of the United States.
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STANDARD & POORS 500 COMPOSITE STOCK PRICE INDEX is an index of common stocks frequently used as a general measure of stock market performance.
STANDARD & POORS 40 UTILITIES INDEX is an index of 40 utility stocks.
STANDARD & POORS/BARRA VALUE INDEX is an index constructed by ranking the securities in the Standard & Poors 500 Composite Stock Price Index by price-to-book ratio and including the securities with the lowest price-to-book ratios that represent approximately half of the market capitalization of the Standard & Poors 500 Composite Stock Price Index.
THE QUANT FUNDS
The Trust has an unlimited authorized number of shares of beneficial interest that may, without shareholder approval, be divided into an unlimited number of series of such shares and an unlimited number of classes of shares of any such series. Shares are presently divided into five series of shares, the Funds, each comprised of three (3) classes of shares: Class A shares, Ordinary Shares and Institutional Shares. There are no rights of conversion between shares of different Funds which are granted by the Amended and Restated Declaration of Trust, but holders of shares of a class of a Fund may exchange all or a portion of their shares for shares of a like class in another Fund (subject to their respective minimums). No exchanges are permitted from one class of shares to another class of shares of the same or a different Fund.
These shares are entitled to one vote per share (with proportional voting for fractional shares) on such matters as shareholders are entitled to vote, including the election of Trustees. Shares vote by individual Fund (or class thereof under certain circumstances) on all matters except that (i) when the 1940 so requires, shares shall be voted in the aggregate and not by individual Fund and (ii) when the Trustees of the Funds have determined that a matter affects only the interest of one or more Funds, then only holders of shares of such Fund shall be entitled to vote thereon.
There will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, at which time the Trustees then in office will call a shareholders meeting for the election of Trustees. In addition, Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares of each Fund and filed with the Fund or by a vote of the holders of two-thirds of the outstanding shares of each Fund at a meeting duly called for that purpose, which meeting shall be held upon the written request of the holders of not less than 10% of the outstanding shares. Upon written request by ten or more shareholders, who have been such for at least six months and who hold, in the aggregate, shares having a net asset value of at least $25,000, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a Trustee, the Funds have undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, the Trustees shall continue to hold office and may appoint their successors.
Shares are freely transferable, are entitled to dividends as declared by the Trustees, and in liquidation of the Trust are entitled to receive the net assets of their Fund, but not of the other Funds. Shareholders have no preemptive rights. The Funds fiscal year ends on the last day of March.
Under Massachusetts law, shareholders could, under certain circumstances, be held liable for the obligations of the Funds. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Funds and requires notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Funds or the Trustees. The Agreement and Declaration of Trust provides for indemnification out of a Funds property for all loss and expense of any shareholder of that Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund of which he was a shareholder would be unable to meet its obligations.
The Trust, Manager, the Advisors and the Distributor have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Codes of Ethics permit employees to invest in securities for their own accounts, including securities that may be purchased or held by the Funds. The Codes of Ethics are on public file with, and are available from, the Commission.
PROXY VOTING POLICIES
The Board has adopted Proxy Voting Policies and Procedures on behalf of the Trust which delegates responsibility for voting proxies to the Manager, subject to the Boards continuing oversight. The Manager in turn has, where applicable, delegated responsibility for voting proxies to the Advisors that actually manage the assets of the Fund. The Manager and the Advisor have their own proxy voting policies and procedures, which the Board has reviewed. The Managers and the Advisors policies and procedures assure that all proxy voting decisions are made in the best interest of the Funds and that the Manager or the Advisors will act in a prudent and diligent manner for the benefit of the Funds. The Managers and the Advisors policies and procedures include specific provisions to determine when a conflict exists between the interests of a Fund and the interests of the Manager or the Advisors, as the case may be. Copies of the proxy voting policies and procedures are attached to this SAI as Appendix A. Information on how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2007 will be available without charge on the Quant Funds website ( www.quantfunds.com ), upon request by contacting the Funds or via the Securities and Exchange Commission web site at www.sec.gov .
EXPERTS
The financial statements incorporated in the Prospectus by reference to the Funds Annual Report for the year ended March 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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APPENDIX A - VOTING POLICIES
QUANTITATIVE GROUP OF FUNDS
d/b/a QUANT FUNDS
PROXY VOTING POLICIES AND PROCEDURES
(Adopted: July 23, 2003)
I. Quant Funds Policy Statement
Quantitative Group of Funds (d/b/a/ Quant Funds) (Quant) is firmly committed to ensuring that proxies relating to Quants portfolio securities are voted in the best interests of Quants shareholders. The following policies and procedures have been established to implement Quants proxy voting program.
II. Trusts Proxy Voting Program
Quantitative Advisors serves as the investment manager of Quants portfolios. Quantitative Advisors is responsible for the selection and ongoing monitoring of investment sub-advisers (the Sub-Advisers) who provide the day-to-day portfolio management for each portfolio. Quant has delegated proxy voting responsibility to Quantitative Advisors. Because Quantitative Advisors views proxy voting as a function that is incidental and integral to portfolio management, it has in turn delegated the proxy voting responsibility with respect to each portfolio to the applicable Sub-Adviser. The primary focus of Quants proxy voting program, therefore, is to seek to ensure that the Sub-Advisers have adequate proxy voting policies and procedures in place and to monitor each Sub-Advisers proxy voting. These policies and procedures may be amended from time to time based on Quants experience as well as changing environments, especially as new and/or differing laws and regulations are promulgated.
III. Quantitative Advisors Due Diligence and Compliance Program
As part of its ongoing due diligence and compliance responsibilities, Quantitative Advisors will seek to ensure that each Sub-Adviser maintains proxy voting policies and procedures that are reasonably designed to comply with applicable laws and regulations. Quantitative Advisors will review each Sub-Advisers proxy voting policies and procedures (including any proxy voting guidelines) in connection with the initial selection of the Sub-Adviser to manage a portfolio and on at least an annual basis thereafter.
IV. Sub-Advisers Proxy Voting Policies and Procedures
Each Sub-Adviser will be required to maintain proxy voting policies and procedures that satisfy the following elements:
A. Written Policies and Procedures: The Sub-Adviser must maintain written proxy voting policies and procedures in accordance with applicable laws and regulations and must provide to Quant and Quantitative Advisors, upon request, copies of such policies and procedures.
B. Fiduciary Duty: The Sub-Advisers policies and procedures must be reasonably designed to ensure that Sub-Adviser votes client securities in the best interest of its clients.
C. Conflicts of Interest: The Sub-Advisers policies and procedures must include appropriate procedures to identify and resolve as necessary all material proxy-related conflicts of interest between the Sub-Adviser (including its affiliates) and its clients before voting client proxies.
D. Voting Guidelines: The Sub-Advisers policies and procedures must address with reasonable specificity how the Sub-Adviser will vote proxies, or what factors it will take into account, when voting on particular types of matters, e.g., corporate governance proposals, compensation issues and matters involving social or corporate responsibility.
E. Monitoring Proxy Voting: The Sub-Adviser must have an established system and/or process that is reasonably designed to ensure that proxies are voted on behalf of its clients in a timely and efficient manner.
F. Record Retention and Inspection: The Sub-Adviser must have an established system for creating and retaining all appropriate documentation relating to its proxy voting activities as required by applicable laws and regulations. The Sub-Adviser must provide to Quant and Quantitative Advisors such information and records with respect to proxies relating to Quants portfolio securities as required by law and as Quant or Quantitative Advisors may reasonably request.
V. Disclosure of Quants Proxy Voting Policies and Procedures and Voting Record
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Quantitative Advisors, on behalf of Quant, will take reasonable steps as necessary to seek to ensure that Quant complies with all applicable laws and regulations relating to disclosure of Quants proxy voting policies and procedures and its proxy voting record. Quantitative Advisors (including, at its option, through third-party service providers) will maintain a system that is reasonably designed to ensure that the actual proxy voting record of the Sub-Advisers with respect to Quants portfolio securities are collected, processed, filed with the Securities and Exchange Commission and delivered to Quants shareholders, as applicable, in a timely and efficient manner and as required by applicable laws and regulations.
VI. Reports to Quants Board of Trustees
Quantitative Advisors will periodically (but no less frequently than annually) report to the Board of Trustees with respect to Quants implementation of its proxy voting program, including summary information with respect to the proxy voting record of the Sub-Advisers with respect to Quants portfolio securities and any other information requested by the Board of Trustees.
QUANTITATIVE ADVISORS
PROXY VOTING POLICIES AND PROCEDURES
(Adopted July 23, 2003; revised October 21, 2005)
Quantitative Advisors serves as the investment adviser to the series of the Quantitative Group of Funds (d/b/a Quant Funds) (each a Fund and together the Funds). In that capacity Quantitative Advisors has adopted these policies and procedures in accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the Advisers Act). These policies and procedures are designed to ensure that Quantitative Advisors administers proxy voting matters in a manner consistent with the best interests of the Funds and in accordance with its fiduciary duties under the Advisers Act and other applicable laws and regulations.
I. POLICY
In the typical course of Quantitative Advisors business, voting of proxies of individual securities is delegated to the respective sub-advisers retained to oversee and direct the investments of the Funds. Each sub-adviser has the fiduciary responsibility for voting the proxies in a manner that is in the best interest of the Funds. In limited instances, transitional securities may be held in an account and may not be overseen by a sub-adviser. In those cases, it is Quantitative Advisors policy to ensure that the Funds are aware of their right to vote proxies of securities they hold if they so choose. If the Funds choose not to exercise voting authority, those Funds will be deemed to have delegated authority to Quantitative Advisors to vote such proxies in a manner that is consistent with the Funds best interests.
II. RESPONSIBILITY
In most cases, voting of proxies is delegated to the respective sub-adviser retained to oversee and direct the investments of the Funds. If the security is held in an account not directly overseen by a sub-adviser, the proxy voting committee of Quantitative Advisors, which consists of the members of Quantitative Advisors Pricing Committee, (the Proxy Committee) will be responsible for ensuring that proxies are either forwarded to the Funds or voted in a manner consistent with the best interests of the Funds. There may be times when refraining from voting a proxy is in a Funds best interest, such as when the Proxy Committee determines that the cost of voting the proxy exceeds the expected benefit to the Fund.
III. PROCEDURES
In the limited instances of voting of proxies not delegated to sub-advisers or forwarded to the Funds as mentioned above, Quantitative Advisors will (i) obtain and evaluate the proxy information provided by the companies whose shares are being voted; (ii) vote proxies in the best interest of the Funds; and (iii) submit, or arrange for the submission of, the votes to the shareholders meetings in a timely manner.
Prior to a proxy voting deadline, the Proxy Committee will make a determination as to how to vote each proxy proposal based on his or her analysis of the proposal. In evaluating a proxy proposal, the Proxy Committee may consider information from many sources, including management of the company, shareholder groups and independent proxy research services. When determining how to vote a proxy, the Proxy Committee shall consider only those factors that relate to a Funds investment, including how its vote will economically impact and affect the value of a Funds investment.
Proxy votes generally will be cast in favor of proposals that (i) maintain or strengthen the shared interests of shareholders and management; (ii) increase shareholder value; (iii) maintain or increase shareholder influence over the issuers board of directors and management; and (iv) maintain or increase the rights of shareholders. Proxy votes generally will be cast against proposals having the opposite effect.
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IV. CONFLICTS OF INTEREST
Quantitative Advisors may have a conflict of interest in voting a particular proxy. A conflict of interest could arise, for example, as a result of a business relationship with a company, or a direct or indirect business interest in the matter being voted upon, or as a result of a personal relationship with corporate directors or candidates for directorships. Whether a relationship creates a material conflict of interest will depend upon the facts and circumstances.
A. Identifying Conflicts of Interest
The Proxy Committee will seek to identify Quantitative Advisors conflicts by relying on publicly available information about a company and its affiliates and information about the company and its affiliates that is generally known by Quantitative Advisors senior management. The Proxy Committee may determine that Quantitative Advisors has a conflict of interest as a result of the following:
1. Significant Business Relationships - The Proxy Committee will consider whether the matter involves an issuer or proponent with which Quantitative Advisors, its members, officers or employees have a significant business relationship. Quantitative Advisors, its members, officers or employees may have significant business relationships with certain entities, such as other investment advisory firms, vendors, clients and broker-dealers. For this purpose, a significant business relationship is one that might create an incentive for Quantitative Advisors, its members, officers or employees to have a vote cast in favor of the entity soliciting proxies.
2. Significant Personal or Family Relationships - The Proxy Committee will consider whether the matter involves an issuer, proponent or individual with which an employee of Quantitative Advisors who is involved in the proxy voting process may have a significant personal or family relationship. For this purpose, a significant personal or family relationship is one that would be reasonably likely to influence how Quantitative Advisors votes the proxy. Employees of Quantitative Advisors, including the Proxy Committee, are required to disclose any significant personal or family relationship they may have with the issuer, proponent or individual involved in the matter. If the Proxy Committee has a significant personal or family relationship with an issuer, proponent or individual involved in the matter, he/she will immediately contact Quantitative Advisors Compliance Officer who will determine (i) whether to treat the proxy in question as one involving a material conflict of interest; and (ii) if so, whether the Proxy Committee should recuse him/herself from all further matters regarding the proxy and another individual should be appointed to consider the proposal.
B. Determining Whether a Conflict is Material
In the event that the Proxy Committee determines that Quantitative Advisors has a conflict of interest with respect to a proxy proposal, the Proxy Committee shall determine whether the conflict is material.. The Proxy Committee may determine on a case-by-case basis that the relationship as it regards a particular proposal involves a material conflict of interest. To make a determination of nonmateriality, the Proxy Committee must conclude that the proposal is not directly related to Quantitative Advisors conflict with the issuer. If the Proxy Committee determines that a conflict is not material, then he or she may vote the proxy in accordance with his or her recommendation.
C. Voting Proxies Involving a Material Conflict
In the event that the Proxy Committee determines that Quantitative Advisors has a material conflict of interest with respect to a proxy proposal, prior to voting on the proposal, the Proxy Committee must:
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fully disclose the nature of the conflict to the Funds and obtain the Funds consent as to how Quantitative Advisors shall vote on the proposal (or otherwise obtain instructions from the Funds as to how the proxy should be voted); OR |
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contact an independent third party to recommend how to vote on the proposal and vote in accordance with the recommendation of such third party (or have the third party vote such proxy); OR |
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vote on the proposal and, in consultation with the Compliance Officer, detail how Quantitative Advisors material conflict did not influence the decision-making process. |
The Proxy Committee may address a material conflict of interest by abstaining from voting, provided that he or she has determined that abstaining from voting on the proposal is in the best interests of the Funds.
D. Documenting Conflicts of Interest
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The Proxy Committee shall document the manner in which proxies involving a material conflict of interest have been voted as well as the basis for any determination that Quantitative Advisors does not have a material conflict of interest in respect of a particular matter. Such documentation shall be maintained with the records of Quantitative Advisors.
V. RECORDKEEPING AND DISCLOSURE
Quantitative Advisors maintains the following books and records required by Rule 204-2(c)(2) under the Advisers Act for a period of not less than five years:
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a copy of these proxy voting policies and procedures, including all amendments hereto; |
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a copy of each proxy statement received regarding Fund securities, provided, however, that Quantitative Advisors may rely on the proxy statement filed on EDGAR as its record; |
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a record of each vote Quantitative Advisors casts on behalf of the Funds; |
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a copy of any document created by Quantitative Advisors that was material its making a decision on how to vote proxies on behalf of the Funds or that memorializes the basis for that decision; |
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a copy of each written Fund request for information on how Quantitative Advisors voted proxies on behalf of the Funds; and |
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a copy of any written response by Quantitative Advisors to any Fund request for information on how Quantitative Advisors voted proxies on behalf of the requesting Fund. |
Quantitative Advisors will describe in Part II of its Form ADV (or other brochure fulfilling the requirement of Advisers Act Rule 204-3) its proxy voting policies and procedures and advise the Funds how they may obtain information about how Quantitative Advisors voted their securities. Information about how the Funds securities were voted or a copy of Quantitative Advisors proxy voting policies and procedures free of charge by written request addressed to Quantitative Advisors.
COMPLIANCE POLICIES AND PROCEDURES
For
COLUMBIA PARTNERS, L.L.C.
INVESTMENT MANAGEMENT
Last Updated: March 16, 2007
PROXY VOTING
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I. |
Purpose of These Procedures |
a) Columbia Partners has authority to vote proxies or take other actions on behalf of the funds and accounts it manages when granted such authority by its clients.
b) In exercising this authority, Columbia Partners must act in accordance with the following policies and procedures, which are reasonably designed to ensure that the proxies are voted and other actions (collectively, Actions) are taken in the best interest of Columbia Partners clients, and in accordance with Columbia Partners fiduciary duties and applicable regulations.
c) This procedure sets forth the current policies and procedures of Columbia Partners with regard to the voting of proxies over which Columbia Partners has investment responsibility. These policies and procedures are available to Columbia Partners clients upon request.
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II. |
Proxy Voting Guidelines |
d) The Firm has engaged Institutional Shareholder Services (ISS) Proxy Voting Services (PVS), a subdivision of ISS, to vote proxies on behalf of Columbia Partners clients in a manner consistent with our guidelines on proxy voting. ISS/PVS provides a quarterly summary of Columbia Partners proxy voting records and issues. The CCO is consulted on issues that may involve a conflict of interest. An Account Activity Management Representative maintains a program to arrange for PVS to handle all proxy voting for Columbia Partners clients, maintains lists of such clients, and maintains the on-line records of votes provided for each client by PVS.
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e) We have adopted PVS proxy voting guidelines as our guidelines because we believe they are based on sound theories of corporate governance and are in the best interest of our clients.
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A. |
Voting . Proxies of public companies are voted by PVS according to the guidelines set forth in Appendix B. Proxies for private companies are voted by Columbia Partners, because PVS does not vote private equity proxies, although guidelines apply. The Firm retains the right to vote proxies should the Firm determine that PVS intentions do not best represent the best interests of the client. Each time Columbia Partners does not vote in accordance with PVS guidelines, it will document the reason why the manner in which it voted are in the best interests of its clients. |
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B. |
Authority . Columbia Partners handles proxy voting only when its clients provide that authority. |
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C. |
Client Best Interest . Columbia Partners proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are conducted in the best interest of clients. |
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D. |
Conflicts of Interest . In some instances, a proxy vote may present a conflict between the interests of a client, on the one hand, and Columbia Partners interests or the interests of one of Columbia Partners consultants. Columbia Partners President will review the conflict with compliance and others, to resolve the issue. In any case, material conflicts are resolved in the best interest of clients where necessary, |
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E. |
ERISA Accounts . Columbia Partners responsibilities for voting ERISA accounts include: the duty of loyalty, prudence, compliance with the plan, as well as a duty to avoid prohibited transactions. |
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F. |
Client Direction . Columbia Partners generally does not respond to client directions to vote proxies in a manner that is different from these policies and procedures. |
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f) |
A summary of our proxy voting guidelines appear in Appendix B. |
g) A record of all proxy decisions and the rationale for voting will be retained and available for inspection by clients at any time in accordance with the procedures listed below. We retain the right to vote differently from PVS and to deviate from PVS guidelines if we believe that the clients interests are best served by a different vote that that proposed by PVS.
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APPENDIX B: |
SUMMARY OF PROXY VOTING GUIDELINES |
SUMMARY OF PVS PROXY VOTING GUIDELINES
The following pages are a summary of the PVS proxy voting guidelines:
Board of Directors
Directors as a group Uncontested Elections: Based on performance record of company, independence, diversity, compensation, responsiveness to shareholders.
Individual Directors: CASE-BY-CASE basis. Also based on attendance at board meetings, independence, committee work, conflicts with other duties, Chapter 7 bankruptcy, SEC violations, and criminal investigations, interlocking directorships, compensation committee members related to egregious executive compensation; and performance.
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Director Nominees in Contested Elections: CASE-BY-CASE basis. Also based on financial performance of company, track record, qualifications of director nominees, offerings for shareholders, whether proposals are realistic, equity ownership positions, and total impact on all stakeholders.
CEO Serving as Chairman: Generally support shareholder proposals calling for the separation of the CEO and chairman positions.
Independent Directors: Generally support shareholder proposals that request that the board be comprised of a majority of independent directors.
Director Diversity: Support diversity.
Stock Ownership Requirements: Vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director nominee or to remain on the board.
Board Structure: Vote AGAINST classified boards when the issue comes up for vote.
Limit Term of Office: Generally vote AGAINST shareholder proposals to limit the tenure of outside directors.
Cumulative Voting: Vote AGAINST proposals to eliminate cumulative voting. Vote FOR proposals to permit cumulative voting.
Director and Officer Indemnification and Liability Protection: Vote AGAINST proposals to limit or eliminate entirely certain director and officer liabilities.
Indemnification: Vote AGAINST indemnification proposals that would expand individual coverage beyond ordinary legal expenses.
Proxy Contest Defenses
Poison Pills: Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification. Review on a CASE-BY-CASE basis shareholder proposals to redeem a companys poison pill. Review on a CASE-BY-CASE basis management proposals to ratify a poison pill.
Greenmail: Vote FOR proposals to adopt an anti-greenmail provision.
Shareholder Ability to Remove Directors: Vote AGAINST proposals that provide that directors may be removed only for cause. Vote FOR proposals which seek to restore the authority of shareholders to remove directors with or without cause. Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Shareholder Ability to Alter the Size of the Board: Vote FOR proposals that seek to fix the size of the board. Vote AGAINST proposals that give management the ability to alter the size of the board without shareholder approval.
Auditors
Auditor Ratification: Vote FOR proposals to ratify auditors when the amount of audit fees is equal to or greater than three times the amount paid for consulting, unless: i) an auditor has a financial interest in or association with the company, and is therefore not independent; or ii) there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position. Vote AGAINST proposals to ratify auditors when the amount of audit fees is less than three times greater than that for consulting fees. WITHHOLD votes from Audit Committee members in cases where consulting fees exceed audit fees. Generally support shareholder proposals to ensure auditor independence through measures such as mandatory auditor rotation (no less than every five years) or prohibiting companies from buying consulting services from their auditor.
Mergers and Acquisitions
Votes on mergers and acquisitions are considered on a CASE-BY-CASE basis, taking into account such factors as impact of the merger on shareholder value, anticipated financial and
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operating benefits realizable through combined synergies, offer price, financial viability, good faith, arms length negotiations, conflicts of interest, fairness opinion, changes in corporate governance and their impact on shareholder rights, and impact on community stakeholders and employees in both workforces.
Fair Price Provisions: Vote FOR fair price proposals as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares. Vote FOR shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
Corporate Restructuring: Votes concerning corporate restructuring proposals, including minority squeeze outs, leveraged buyouts, spin-offs, liquidations, and asset sales, are considered on a CASE-BY-CASE basis.
Appraisal Rights: Vote FOR proposals to restore or provide shareholders with the right of appraisal.
Spin-offs: Votes on spin-offs are considered on a CASE-BY-CASE basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.
Asset Sales: Votes on asset sales are made on a CASE-BY-CASE basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.
Liquidations: Votes on liquidations are made on a CASE-BY-CASE basis after reviewing managements efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.
Changing Corporate Name: Vote FOR changing the corporate name in all instances if proposed and supported by management.
Shareholder Rights
Confidential Voting: Vote FOR confidential voting.
Shareholder Ability to Call Special Meetings: Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings. Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.
Shareholder Ability to Act by Written Consent: Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent. Vote FOR proposals to allow or make easier shareholder action by written consent.
Equal Access: Vote FOR shareholder proposals that would allow significant company shareholders equal access to managements proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.
Unequal Voting Rights: Vote FOR resolutions that seek to maintain or convert to a one share, one vote capital structure. Vote AGAINST requests for the creation or continuation of dual class capital structures or the creation of new or additional super-voting shares.
Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws: Vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments. Vote AGAINST management proposals seeking to lower supermajority shareholder vote requirements when they accompany management sponsored proposals to also change certain charter or bylaw amendments. Vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
Supermajority Shareholder Vote Requirement to Approve Mergers: Vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations: Vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
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Reimburse Proxy Solicitation Expenses: Decisions to provide full reimbursement for dissidents waging a proxy contest are made on a CASE-BY-CASE basis.
Capital Structure
Common Stock Authorization: Review on a CASE-BY-CASE basis proposals to increase the number of shares of common stock authorized for issue. Vote AGAINST proposed common stock authorizations that increase the existing authorization by more than 50 percent unless a clear need for the excess shares is presented by the company.
Reverse Stock Splits: We will review management proposals to implement a reverse stock split on a CASE-BY-CASE basis, taking into account whether there is a corresponding proportional decrease in authorized shares. We will generally support a reverse stock split if management provides a reasonable justification for the split and reduces authorized shares accordingly.
Blank Check Preferred Authorization: Vote FOR proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or. carry superior voting rights. Review on a CASE-BY-CASE basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend, distribution, and other rights. Review on a CASE-BY-CASE basis proposals to increase the number of authorized blank check preferred shares. If the company does not have any preferred shares outstanding, we will vote AGAINST the requested increase. Vote FOR shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.
Adjust Par Value of Common Stock: Vote FOR management proposals to reduce the par value of common stock.
Preemptive Rights: Review on a CASE-BY-CASE basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base.
Debt Restructuring: We review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan. We consider certain factor, including dilution, change in control, bankruptcy, and possible self-dealings. Generally approve proposals that facilitate debt restructuring unless there are clear signs of self-dealing or other abuses.
Compensation
Stock Option Plans: In general, PVS considers executive and director compensation proxies on a CASE-BY-CASE basis. When evaluating executive and director compensation matters, we review dilution, full market value, and repricing issues.
Stock Option Expensing: Support shareholder resolutions calling for stock option grants to be treated as an expense for accounting and earnings calculation purposes.
OBRA-Related Compensation Proposals: Vote FOR amendments that place a cap on annual grants or amend administrative features. Vote FOR plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants that any one participant may receive in order to comply with the provisions of Section 162(m) of OBRA.
Amendments to Add Performance-Based Goals: Vote FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.
Amendments to Increase Shares and Retain Tax Deductions Under OBRA: Amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) should be evaluated on a CASE-BY-CASE basis.
Approval of Cash or Cash-and-Stock Bonus Plans: Generally vote AGAINST cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA if the plan provides for awards to individual participants in excess of $2 million a
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year. Vote AGAINST plans that are deemed to be excessive because they are not justified by performance measures.
Performance Based Options: Generally vote FOR shareholder proposals that seek to provide for performance based options such as indexed and/or premium priced options.
Shareholder Proposals to Limit Executive and Director Pay: Generally vote FOR shareholder proposals that seek additional disclosure of executive and director pay information. Current SEC requirements only call for the disclosure of the top 5 most highly compensated executives and only if they earn more than $100,000 in salary and benefits. Generally vote FOR shareholder proposals that seek to eliminate outside directors retirement benefits. Review on a CASE-BY-CASE basis all other.
Golden and Tin Parachutes: Vote FOR shareholder proposals to all have golden and tin Parachute agreements submitted for shareholder ratification. Generally vote AGAINST all proposals to ratify golden parachutes. VOTE ON TIN PARACHUTES ON A CASE-BY-CASE BASIS.
Employee Stock Ownership Plans (ESOPs): Vote FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs except in cases when the number of shares allocated to the ESOP is deemed excessive (i.e. generally greater than five percent of outstanding shares).
Corporate Responsibility & Accountability, Social, Environmental And Sustainability Issues
Special Policy Review and Shareholder Advisory Committees: Support these proposals when they appear to offer a potentially effective method for enhancing shareholder value.
Military Sales: Generally support reports on foreign military sales and economic conversion of facilities. Generally vote AGAINST proposals asking a company to develop specific military contracting criteria.
Political Contributions Reporting: Support proposals affirming political non-partisanship. Support reporting of political and political action committee (PAC) contributions. Support establishment of corporate political contributions guidelines and reporting provisions.
Equal Employment Opportunity and Other Work Place Practice Reporting Issues: Vote FOR proposals calling for action on equal employment opportunity and anti-discrimination. Vote FOR legal and regulatory compliance and public reporting related to non-discrimination, affirmative action, workplace health and safety, environmental issues, and labor policies and practices that affect long-term corporate performance. Vote FOR non-discrimination in salary, wages, and all benefits.
High-Performance Workplace: Generally support proposals that incorporate high-performance workplace standards.
Non-Discrimination in Retirement Benefits: Support non-discrimination in retirement benefits.
Fair Lending: Support compliance with fair-lending laws. Support reporting on overall lending policies and data.
CERES Principles: Vote FOR the adoption of the CERES Principles. Vote FOR adoption of reports to shareholders on environmental issues.
MacBride Principles: Support the MacBride Principles for operations in Northern Ireland that request companies to abide by equal employment opportunity policies.
Contract Supplier Standards: We evaluate certain factors and favor policies that we believe help us comply with governmental mandates and corporate policies regarding nondiscrimination, affirmative action, work place safety and health, and other basic labor protections, by evaluating certain factors.
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Corporate Conduct, Human Rights, and Labor Codes: Support the principles and codes of conduct relating to company investment and/or operations in countries with patterns of human rights abuses or pertaining to geographic regions experiencing political turmoil (Northern Ireland, Columbia, Burma, former Soviet Union, and China). Support the implementation and reporting on ILO codes of conduct. Support independent monitoring programs in conjunction with local and respected religious and human rights groups to monitor supplier and licensee compliance with Codes.
International Financial Related: Generally support proposals asking for policy clarification and reporting on foreign-related matters that can materially impact the companys short and long-term bottom-line.
State of Incorporation
Voting on State Takeover Statutes: We review on a CASE-BY-CASE basis. We generally support opting into stakeholder protection statutes if they provide comprehensive protections for employees and community stakeholders.
Offshore Re-Incorporations & Tax Havens: For a company that seeks to reincorporate, we evaluate the merits of the move on a CASE-BY-CASE basis. When reviewing a proposed offshore move, we will consider certain factors. We will generally support shareholder requests calling for expatriate companies that are domiciled abroad yet predominantly owned and operated in America to re-domesticate back to a U.S. state jurisdiction.
POLARIS CAPITAL MANAGEMENT, INC. PROXY POLICY
Polaris Capital Management, Inc. (the Adviser)s policy regarding the voting of proxies consists of (1) the statement of the law and policy, (2) identification of the person(s) responsible for implementing this policy, and (3) the procedures adopted by the Adviser to implement the policy.
1. |
Statement of Law and Policy |
A. |
Law |
Because a registered investment company (fund) is the beneficial owner of its portfolio securities, it has the right to vote proxies relative to its portfolio securities. The Securities and Exchange Commission has stated that a funds board has the obligation to vote proxies. As a practical matter, fund boards typically delegate this function to the funds adviser/sub-adviser.
Rule 206(4)-6 under the Investment Advisers Act of 1940 requires that a registered investment adviser with proxy voting authority generally must satisfy the following four requirements: (i) adopt and implement written proxy voting policies and procedures reasonably designed to ensure the adviser votes client and fund securities in the best interests of clients and fund investors and addressing how conflicts of interest are handled; (ii) disclose its proxy voting policies and procedures to clients and fund investors and furnish clients and fund investors with a copy if they request it; (iii) inform clients and fund investors as to how they can obtain information from the adviser on how their securities were voted; and (iv) retain certain records.
B. |
Policy |
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The Adviser will vote all proxies delivered to it by the funds custodian. The vote will be cast in such a manner, which, in the Advisers judgment, will be in the best interests of shareholders. The Adviser contracts with Boston Investor Services, Inc. for the processing of proxies.
The Adviser will generally comply with the following guidelines:
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Routine Corporate Governance Issues |
The Adviser will vote in favor of management.
Routine issues may include, but not be limited to, election of directors, appointment of auditors, changes in state of incorporation or capital structure. In certain cases the Adviser will vote in accordance with the guidelines of specific clients.
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Non-routine Corporate Governance Issues |
The Adviser will vote in favor of management unless voting with management would limit shareholder rights or have a negative impact on shareholder value.
Non-routine issues may include, but not be limited to, corporate restructuring/mergers and acquisitions, proposals affecting shareholder rights, anti-takeover issues, executive compensation, and social and political issues.
In cases where the number of shares in all stock option plans exceeds 10% of basic shares outstanding, the Adviser generally votes against proposals that will increase shareholder dilution.
In general the Adviser will vote against management regarding any proposal that allows management to issue shares during a hostile takeover.
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Non Voting of Proxies |
The Adviser may not vote proxies if voting may be burdensome or expensive, or otherwise not in the best interest of clients.
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Conflicts of Interest |
Should the Adviser have a conflict of interest with regard to voting a proxy, the Adviser will disclose such conflict to the client and obtain client direction as to how to vote the proxy.
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Record Keeping |
The following records will be kept for each client:
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Copies of the Advisers proxy voting policies and procedures. |
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Copies of all proxy statements received. |
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A record of each vote the Adviser casts on behalf of the client along with any notes or documents that were material to making a decision on how to vote a proxy including an abstention on behalf of a client, including the resolution of any conflict. |
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A copy of each written client request for information on how the Adviser voted proxies on behalf of the client and a copy of any written response by the advisor. |
This proxy policy will be distributed to all clients of the Adviser and added to Part II of Form ADV. A hard copy of the policy will be included in the Compliance Program and is available on request.
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2. |
Who is Responsible for Implementing this Policy? |
The Compliance Officer is responsible for implementing, monitoring and updating this policy, including reviewing decisions made on non-routine issues and potential conflicts of interest. The Compliance Officer is also responsible for maintaining copies of all records and backup documentation in accordance with applicable record keeping requirements. The Compliance Officer can delegate in writing any of his or her responsibilities under this policy to another person.
3. |
Procedures to Implement this Policy |
Conflicts of Interest
From time to time, proxy voting proposals may raise conflicts between the interests of the Advisers clients and the interests of the Adviser, its employees, or its affiliates. The Adviser must take certain steps designed to ensure, and must be able to demonstrate that those steps resulted in, a decision to vote the proxies that was based on the clients best interest and was not the product of the conflict. For example, conflicts of interest may arise when:
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A proponent of a proxy proposal has a business relationship with the Adviser or its affiliates; |
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The Adviser or its affiliates have business relationships with participants in proxy contests, corporate directors, or director candidates; |
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An Adviser employee has a personal interest in the outcome of a particular matter before shareholders; or |
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An Adviser employee has a business or personal relationship with participants in proxy contests, corporate directors or director candidates. |
The Compliance Officer is responsible for identifying proxy voting proposals that present a conflict of interest. If the Adviser receives a proxy relating to an issuer that raises a conflict of interest, the Compliance Officer shall determine whether the conflict is material to any specific proposal included within the proxy. The Compliance Officer will determine whether a proposal is material as follows:
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Routine Proxy Proposals Proxy proposals that are routine shall be presumed not to involve a material conflict of interest for the Adviser, unless the Compliance Officer has actual knowledge that a routine proposal should be treated differently. For this purpose, routine proposals would typically include matters such as uncontested election of directors, meeting formalities, and approval of an annual report/financial statements. |
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Non-Routine Proxy Proposals Proxy proposals that are non-routine will be presumed to involve a material conflict of interest, unless the Compliance Officer determines that the Adviser does not have such a conflict of interest. For this purpose, non-routine proposals would typically include any contested matter, including a contested election of directors, a merger or sale of substantial assets, a change in the articles of incorporation that materially affects the |
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rights of shareholders, and compensation matters for management (e.g., stock option plans, retirement plans, profit sharing, or other special remuneration plans). The Adviser and the Compliance Officer will determine on a case-by-case basis that particular non-routine proposals do not involve a material conflict of interest, the Compliance Officer will consider whether the Adviser or any of its officers, directors, employees, or affiliates may have a business or personal relationship with a participant in a proxy contest, the issuer itself or the issuers pension plan, corporate directors, or candidates for directorships.
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The Compliance Officer will record in writing the basis for any such determination. |
SSgA Funds Management, Inc.
Proxy Voting Procedures, Amended April 23, 2007
Introduction
SSgA Funds Management, Inc. (FM) seeks to vote proxies for which it has discretionary authority in the best interests of its clients. This entails voting proxies in a way which FM believes will maximize the monetary value of each portfolios holdings with respect to proposals that are reasonably anticipated to have an impact on the current or potential value of a security. Absent unusual circumstances or specific client instructions, we vote proxies on a particular matter in the same way for all clients, regardless of their investment style or strategies. FM takes the view that voting in a manner consistent with maximizing the value of our clients holdings will benefit our direct clients (e.g. investment funds) and, indirectly, the ultimate owners and beneficiaries of those clients (e.g. fund shareholders).
Oversight of the proxy voting process is the responsibility of the State Street Global Advisors (SSgA) Investment Committee. The SSgA Investment Committee reviews and approves amendments to the FM Proxy Voting Policy and delegates authority to vote in accordance with this policy to the FM Proxy Review Committee, a subcommittee of the SSgA Investment Committee. FM retains the final authority and responsibility for voting. In addition to voting proxies, FM:
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1) |
describes its proxy voting procedures to its clients in Part II of its Form ADV; |
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2) |
provides the client with this written proxy policy, upon request; |
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3) |
discloses to its clients how they may obtain information on how FM voted the clients proxies; |
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4) |
matches proxies received with holdings as of record date; |
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5) |
reconciles holdings as of record date and rectifies any discrepancies; |
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6) |
generally applies its proxy voting policy consistently and keeps records of votes for each client; |
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7) |
documents the reason(s) for voting for all non-routine items; and |
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8) |
keeps records of such proxy voting available for inspection by the client or governmental agencies. |
Process
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The FM Manager of Corporate Governance is responsible for monitoring proxy voting on behalf of our clients and executing the day to day implementation of this Proxy Voting Policy. As stated above, oversight of the proxy voting process is the responsibility of the SSgA Investment Committee.
In order to facilitate our proxy voting process, FM retains Institutional Shareholder Services (ISS), a firm with expertise in the proxy voting and corporate governance fields. ISS assists in the proxy voting process, including acting as our voting agent (i.e. actually processing the proxies), advising us as to current and emerging governance issues that we may wish to address, interpreting this policy and applying it to individual proxy items, and providing analytical information concerning specific issuers and proxy items as well as governance trends and developments. This Policy does not address all issues as to which we may receive proxies nor does it seek to describe in detail all factors that we may consider relevant to any particular proposal. To assist ISS in interpreting and applying this Policy, we meet with ISS at least annually, provide written guidance on certain topics generally on an annual basis and communicate more regularly as necessary to discuss how specific issues should be addressed. This guidance permits ISS to apply this Policy without consulting us as to each proxy but in a manner that is consistent with our investment view and not their own governance opinions. If an issue raised by a proxy is not addressed by this Policy or our prior guidance to ISS, ISS refers the proxy to us for direction on voting. On issues that we do not believe affect the economic value of our portfolio holdings or are considered by us to be routine matters as to which we have not provided specific guidance, we have agreed with ISS to act as our voting agent in voting such proxies in accordance with its own recommendations which, to the extent possible, take into account this Policy and FMs general positions on similar matters. The Manager of Corporate Governance is responsible, working with ISS, for submitting proxies in a timely manner and in accordance with our policy. The Manager of Corporate Governance works with ISS to establish and update detailed procedures to implement this policy.
From time to time, proxy votes will be solicited which fall into one of the following categories:
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(i) |
proxies which involve special circumstances and require additional research and discussion (e.g. a material merger or acquisition, or a material governance issue with the potential to become a significant precedent in corporate governance); or |
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(ii) |
proxies which are not directly addressed by our policies and which are reasonably anticipated to have an impact on the current or potential value of a security or which we do not consider to be routine. |
These proxies are identified through a number of methods, including but not limited to notification from ISS, concerns of clients, review by internal proxy specialists, and questions from consultants. The role of third parties in identifying special circumstances does not mean that we will depart from our guidelines; these third parties are all treated as information sources. If they raise issues that we determine to be prudent before voting a particular proxy or departing from our prior guidance to ISS, we will weigh the issue along with other relevant factors before making an informed decision. In all cases, we vote proxies as to which we have voting discretion in a manner that we determine to be in the best interest of our clients. As stated above, if the proposal has a quantifiable effect on shareholder value, we seek to maximize the value of a portfolios holdings. With respect to matters that are not so quantifiable, we exercise greater judgment but still seek to maximize long-term value by promoting sound governance policies. The goal of the Proxy Voting Committee is to make the most informed decision possible.
In instances of special circumstances or issues not directly addressed by our policies or guidance to ISS, the FM Manager of Corporate Governance will refer the item to the Chairman of the Investment Committee for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of FM or its affiliates (as explained in greater detail below under Potential Conflicts). If the Manager of Corporate Governance and the Chairman of the Investment Committee determine that there is a material conflict, the process detailed below under Potential Conflicts is followed. If there is no material conflict, we examine the proposals that involve special circumstances or are not addressed by our policy or guidance in detail in seeking to determine what vote would be in the best interests of our clients. At this point, the Chairman of the Investment Committee makes a voting decision in our clients best interest. However, the Chairman of the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and present the proxy item to the Proxy Review Committee and/or to the entire Investment Committee for a final decision on voting the proxy. The Investment Committee will use the same rationale for determining the appropriate vote.
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FM reviews proxies of non-US issuers in the context of these guidelines. However, FM also endeavors to show sensitivity to local market practices when voting these proxies, which may lead to different votes. For example, in certain foreign markets, items are put to vote which have little or no effect on shareholder value, but which are routinely voted on in those jurisdictions; in the absence of material effect on our clients, we will follow market practice. FM votes in all markets where it is feasible to do so. Note that certain custodians utilized by our clients do not offer proxy voting in every foreign jurisdiction. In such a case, FM will be unable to vote such a proxy.
Voting
For most issues and in most circumstances, we abide by the following general guidelines. However, it is important to remember that these are simply guidelines. As discussed above, in certain circumstances, we may determine that it would be in the best interests of our clients to deviate from these guidelines.
I. |
Generally, FM votes for the following ballot items: |
Board of Directors
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Elections of directors who (i) we determine to be adequately independent of management and (ii) do not simultaneously serve on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the nominee is an employee of or related to an employee of the issuer or its auditor, whether the nominee provides professional services to the issuer, or whether the nominee receives non-board related compensation from the issuer |
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Directors' compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making such a determination, we review whether the compensation is overly dilutive to existing shareholders. |
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Proposals to limit directors' liability and/or expand indemnification of directors, provided that a director shall only be eligible for indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office |
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Discharge of board members'duties * , in the absence of pending litigation, governmental investigation, charges of fraud or other indicia of significant concern |
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The establishment of annual elections of the board of directors unless the board is composed by a majority of independent directors, the board's key committees (auditing, nominating and compensation) are composed of independent directors, and there are no other material governance issues or performance issues. |
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Mandates requiring a majority of independent directors on the Board of Directors |
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Mandates that Audit, Compensation and Nominating Committee members should all be independent directors |
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Mandates giving the Audit Committee the sole responsibility for the selection and dismissal of the auditing firm and any subsequent result of audits are reported to the audit committee |
_________________________
* Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year.
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Elimination of cumulative voting |
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Establishment of confidential voting |
Auditors
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Approval of auditors, unless the fees paid to auditors are excessive; auditors fees will be deemed excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditors |
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Auditors' compensation, provided the issuer has properly disclosed audit and non-audit fees relative to market practice and that non-audit fees for the prior year constituted no more than 50% of the total fees paid to the auditors |
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Discharge of auditors * |
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Approval of financial statements, auditor reports and allocation of income |
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Requirements that auditors attend the annual meeting of shareholders |
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Disclosure of Auditor and Consulting relationships when the same or related entities are conducting both activities |
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Establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function |
Capitalization
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Dividend payouts that are greater than or equal to country and industry standards; we generally support a dividend which constitutes 30% or more of net income |
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Authorization of share repurchase programs, unless the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase |
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Capitalization changes which eliminate other classes of stock and/or unequal voting rights |
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Changes in capitalization authorization for stock splits, stock dividends, and other specified needs which are no more than 50% of the existing authorization for U.S. companies and no more than 100% of existing authorization for non-U.S. companies. |
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Elimination of pre-emptive rights for share issuance of less than a certain percentage (country specific - ranging from 5% to 20%) of the outstanding shares, unless even such small amount could have a material dilutive effect on existing shareholders (e.g. in illiquid markets) |
Anti-Takeover Measures
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Elimination of shareholder rights plans (poison pill) |
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Amendment to a shareholder rights plans (poison pill) where the terms of the new plans are more favorable to shareholders ability to accept unsolicited offers (i.e. if one of the following conditions are |
_________________________
* Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year.
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met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced)
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Adoption or renewal of a non-US issuers shareholder rights plans (poison pill) if the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no dead hand, slow hand, no hand or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced |
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Reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such reduction or elimination |
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Mandates requiring shareholder approval of a shareholder rights plans (poison pill) |
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Repeals of various anti-takeover related provisions |
Executive Compensation/Equity Compensation
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Stock purchase plans with an exercise price of not less that 85% of fair market value |
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Stock option plans which are incentive based and not excessively dilutive. In order to assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares, and the issued but unexercised shares by fully diluted share count. We review that number in light of certain factors, including the industry of the issuer, in order to make our determination as to whether the dilution is excessive. |
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Other stock-based plans which are not excessively dilutive, using the same process set forth in the preceding bullet |
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Expansions to reporting of financial or compensation-related information, within reason |
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Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee |
Routine Business Items
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General updating of or corrective amendments to charter not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment) |
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Change in Corporation Name |
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Mandates that amendments to bylaws or charters have shareholder approval |
Other
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Adoption of anti-"greenmail" provisions, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) not made to all shareholders |
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or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders
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Repeals or prohibitions of "greenmail" provisions |
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"Opting-out" of business combination provision |
II. Generally, FM votes against the following items:
Board of Directors
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Establishment of classified boards of directors, unless 80% of the board is independent |
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Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, or nominating committees |
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Limits to tenure of directors |
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Requirements that candidates for directorships own large amounts of stock before being eligible to be elected |
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Restoration of cumulative voting in the election of directors |
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Removal of a director, unless we determine the director (i) is not adequately independent of management or (ii) simultaneously serves on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the director is an employee of or related to an employee of the issuer or its auditor, whether the director provides professional services to the issuer, or whether the director receives non-board related compensation from the issuer Elimination of Shareholders Right to Call Special Meetings |
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Proposals that relate to the "transaction of other business as properly comes before the meeting", which extend "blank check" powers to those acting as proxy |
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Approval of Directors who have failed to act on a shareholder proposal that has been approved by a majority of outstanding shares |
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Directors at companies where prior non-cash compensation was improperly "backdated" or "springloaded" where one of the following scenarios exists: |
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o |
(i) it is unknown whether the Compensation Committee had knowledge of such backdating at the time, (ii) the Compensation Committee was not independent at the time, and (iii) the director seeking reelection served on the Compensation Committee at the time; or |
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o |
(i) it is unknown whether the Compensation Committee had knowledge of such backdating at the time, (ii) the Compensation Committee was independent at the time, and (iii) sufficient controls have not been implemented to avoid similar improper payments going forward; or |
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o |
(i) the Compensation Committee had knowledge of such backdating at the time, and (ii) the director seeking reelection served on the Compensation Committee at the time; or |
|
o |
(i) the Compensation Committee did not have knowledge of such backdating at the time, and (ii) sufficient controls have not been implemented to avoid similar improper payments going forward |
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Capitalization
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Capitalization changes that add "blank check" classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders |
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Capitalization changes that exceed 100% of the issuers current authorized capital unless management provides an appropriate rationale for such change |
Anti-Takeover Measures
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Anti-takeover and related provisions that serve to prevent the majority of shareholders from exercising their rights or effectively deter appropriate tender offers and other offers |
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Adjournment of Meeting to Solicit Additional Votes |
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Shareholder rights plans that do not include a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced |
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Adoption or renewal of a US issuers shareholder rights plan (poison pill) |
Executive Compensation/Equity Compensation
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Excessive compensation (i.e. compensation plans which are deemed by FM to be overly dilutive) |
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Retirement bonuses for non-executive directors and auditors |
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Proposals requiring the disclosure of executive retirement benefits if the issuer has an independent compensation committee |
Routine Business Items
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Amendments to bylaws which would require super-majority shareholder votes to pass or repeal certain provisions |
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Reincorporation in a location which has more stringent anti-takeover and related provisions |
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Proposals asking the board to adopt any form of majority voting, unless the majority standard indicated is based on a majority of shares outstanding. |
Other
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Requirements that the company provide costly, duplicative, or redundant reports, or reports of a non-business nature |
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Restrictions related to social, political, or special interest issues which affect the ability of the company to do business or be competitive and which have significant financial or best-interest impact |
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Proposals which require inappropriate endorsements or corporate actions |
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Proposals asking companies to adopt full tenure holding periods for their executives |
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III. FM evaluates Mergers and Acquisitions on a case-by-case basis. Consistent with our proxy policy, we support management in seeking to achieve their objectives for shareholders. However, in all cases, FM uses its discretion in order to maximize shareholder value. FM generally votes as follows:
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Against offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets |
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Against offers when we believe that reasonable prospects exist for an enhanced bid or other bidders |
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Against offers where, at the time of voting, the current market price of the security exceeds the bid price |
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For proposals to restructure or liquidate closed end investment funds in which the secondary market price is substantially lower than the net asset value |
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For offers made at a premium where no other higher bidder exists |
Protecting Shareholder Value
We at FM agree entirely with the United States Department of Labor's position that "where proxy voting decisions may have an effect on the economic value of the plan's underlying investment, plan fiduciaries should make proxy voting decisions with a view to enhancing the value of the shares of stock" (IB 94-2). Our proxy voting policy and procedures are designed with the intent that our clients receive the best possible returns on their investments. We meet directly with corporation representatives and participate in conference calls and third-party inquiries in order to ensure our processes are as fully informed as possible. However, we use each piece of information we receive whether from clients, consultants, the media, the issuer, ISS or other sources -- as one part of our analysis in seeking to carry out our duties as a fiduciary and act in the best interest of our clients. We are not unduly influenced by the identity of any particular source, but use all the information to form our opinion as to the best outcome for our clients.
Through our membership in the Council of Institutional Investors as well as our contact with corporate pension plans, public funds, and unions, we are also able to communicate extensively with other shareholders regarding events and issues relevant to individual corporations, general industry, and current shareholder concerns.
In addition, FM monitors target lists of underperforming companies prepared by various shareholder groups, including: California Public Employee Retirement System, The City of New York - Office of the Comptroller, International Brotherhood of Teamsters, and Council of Institutional Investors. Companies, so identified, receive an individual, systematic review by the FM Manager of Corporate Governance and the Proxy Review Committee, as necessary.
As an active shareholder, FM's role is to support corporate policies that serve the best interests of our clients. Though we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight of and input into management decisions that may affect a company's value. To that end, our monitoring of corporate management and industry events is substantially more detailed than that of the typical shareholder. We have demonstrated our willingness to vote against management-sponsored initiatives and to support shareholder proposals when appropriate. To date we have not filed proposals or initiated letter-writing or other campaigns, but have used our active participation in the corporate governance process -- especially the proxy voting process -- as the most effective means by which to communicate our and our clients' legitimate shareholder concerns. Should an issue arise in conjunction with a specific corporation that cannot be satisfactorily resolved through these means, we shall consider other approaches.
Potential Conflicts
As discussed above under Process, from time to time, FM will review a proxy which may present a potential conflict of interest. As a fiduciary to its clients, FM takes these potential conflicts very seriously While FMs only
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goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients best interests and are not affected by FMs potential conflict, there are a number of courses FM may take. Although various relationships could be deemed to give rise to a conflict of interest, we have determined that two categories of relationships present a sufficiently serious concern to warrant an alternative process: customers of FM or its affiliates which are among the top 100 clients of FM and its affiliates based upon revenue; and the 10 largest broker-dealers used by SSgA, based upon revenue (a Material Relationship).
When the matter falls clearly within the polices set forth above or the guidance previously provided by FM to ISS and the proxy is to be voted in accordance with that guidance, we do not believe that such decision represents a conflict of interest and no special procedures are warranted.
In circumstances where either (i) the matter does not fall clearly within the policies set forth above or the guidance previously provided to ISS, or (ii) FM determines that voting in accordance with such policies or guidance is not in the best interests of its clients, the Manager of Corporate Governance will compare the name of the issuer against a list of the top 100 revenue generating clients of State Street Corporation and its affiliates and a list of the top 10 broker-dealer relationships to determine if a Material Relationship exists. (These lists are updated quarterly.) If the issuers name appears on either list and the pre-determined policy is not being followed, FM will employ the services of a third party, wholly independent of FM, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote. However, in certain circumstances the Proxy Review Committee may determine that the use of a third party fiduciary is not necessary or appropriate, either because the matter involved does not involve a material issue or because the issue in question affects the underlying value of the portfolio position and it is appropriate for FM, notwithstanding the potential conflict of interest, to vote the security in a manner that it determines will maximize the value to its client. In such situations, the Proxy Committee, or if a broader discussion is warranted, the SSgA Investment Committee, shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of FMs clients, shall be formalized in writing as a part of the minutes to the Investment Committee.
Recordkeeping
In accordance with applicable law, FM shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in FMs office:
|
1) |
FMs Proxy Voting Policy and any additional procedures created pursuant to such Policy; |
|
2) |
a copy of each proxy statement FM receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database); |
|
3) |
a record of each vote cast by FM (note: this requirement may be satisfied by a third party who has agreed in writing to do so); |
|
4) |
a copy of any document created by FM that was material in making its voting decision or that memorializes the basis for such decision; and |
|
5) |
a copy of each written request from a client, and response to the client, for information on how FM voted the clients proxies. |
Disclosure of Client Voting Information
Any client who wishes to receive information on how its proxies were voted should contact its FM client service officer.
PROXY VOTING POLICY
PanAgora Asset Management, Inc.
69
Introduction
PanAgora Asset Management (PanAgora) seeks to vote proxies in the best interests of its clients. In the ordinary course, this entails voting proxies in a way that PanAgora believes will maximize the monetary value of each portfolios holdings. PanAgora takes the view that this will benefit our direct clients and, indirectly, the ultimate owners and beneficiaries of those clients.
Oversight of the proxy voting process is the responsibility of the Investment Committee. The Investment Committee reviews and approves amendments to the PanAgora Proxy Voting Policy and delegates authority to vote in accordance with this policy to its third party proxy voting service. PanAgora retains the final authority and responsibility for voting. In addition to voting proxies, PanAgora:
|
1) |
describes its proxy voting procedures to its clients in Part II of its Form ADV; |
|
2) |
provides the client with this written proxy policy, upon request; |
|
3) |
discloses to its clients how they may obtain information on how PanAgora voted the clients proxies; |
|
4) |
generally applies its proxy voting policy consistently and keeps records of votes for each client in order to verify the consistency of such voting; |
|
5) |
documents the reason(s) for voting for all non-routine items; and |
|
6) |
keeps records of such proxy votes. |
Process
PanAgoras Chief Compliance Officer is responsible for monitoring proxy voting. As stated above, oversight of the proxy voting process is the responsibility of the Investment Committee, which retains oversight responsibility for all investment activities of PanAgora.
In order to facilitate our proxy voting process, PanAgora retains a firm with expertise in the proxy voting and corporate governance fields to assist in the due diligence process. The Chief Compliance Officer has delegated the responsibility of working with this firm to the Compliance Manager responsible for oversight of PanAgoras third party proxy agent, for ensuring that proxies are submitted in a timely manner.
All proxies received on behalf of PanAgora clients are forwarded to our proxy voting firm. If (i) the request falls within one of the guidelines listed below, and (ii) there are no special circumstances relating to that company or proxy which come to our attention (as discussed below), the proxy is voted according to our proxy voting firms guidelines as adopted by the Investment Policy Committee.
70
However, from time to time, proxy votes will be solicited which (i) involve special circumstances and require additional research and discussion or (ii) are not directly addressed by our policies. These proxies are identified through a number of methods, including but not limited to notification from our third party proxy voting specialist, concerns of clients or portfolio managers, and questions from consultants.
In instances of special circumstances or issues not directly addressed by our policies, one of the Co-Chairmen of the Investment Committee is consulted by the Chief Compliance Officer for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of PanAgora. If a Co-Chairman of the Investment Committee determines that there is a material conflict, the process detailed below under Potential Conflicts is followed. If there is no material conflict, the Co-Chairman will examine each of the issuer's proposals in detail in seeking to determine what vote would be in the best interests of our clients. At this point, a Co-Chairman of the Investment Committee makes a voting decision based on maximizing the monetary value of each portfolios holdings. However, either Co-Chairman of the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and present the proxy to the entire Investment Committee for a decision on voting the proxy.
PanAgora also endeavors to show sensitivity to local market practices when voting proxies of non-U.S. issuers.
Potential Conflicts
As discussed above under Process, from time to time, PanAgora will review a proxy that presents a potential material conflict. An example could arise when PanAgora has business or other relationships with participants involved in proxy contests, such as a candidate for a corporate directorship.
As a fiduciary to its clients, PanAgora takes these potential conflicts very seriously. While PanAgoras only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients best interests and are not affected by PanAgoras potential conflict, there are a number of courses PanAgora may take. The final decision as to which course to follow shall be made by the Investment Committee.
Casting a vote which simply follows PanAgoras pre-determined policy eliminates PanAgoras discretion on the particular issue and hence avoid the conflict.
In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that PanAgora believes more active involvement is necessary, a Co-Chairman of the Investment Committee shall present the proxy to the Investment Committee, who will follow one of two courses of action. First, PanAgora may employ the services of a third party, wholly independent of PanAgora, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote.
71
Second, in certain situations the Investment Committee may determine that the employment of a third party is unfeasible, impractical or unnecessary. In such situations, the Investment Committee shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of PanAgoras clients, shall be formalized in writing. As stated above, which action is appropriate in any given scenario would be the decision of the Investment Committee in carrying out its duty to ensure that the proxies are voted in the clients, and not PanAgoras, best interests.
Recordkeeping
In accordance with applicable law, PanAgora shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in PanAgoras office:
|
1) |
PanAgoras Proxy Voting Policy and any additional procedures created pursuant to such Policy; |
|
2) |
a copy of each proxy statement PanAgora receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do); |
|
3) |
a record of each vote cast by PanAgora (note: this requirement may be satisfied by a third party who has agreed in writing to do so); |
|
4) |
a copy of any document created by PanAgora that was material in making its voting decision or that memorializes the basis for such decision; and |
|
5) |
a copy of each written request from a client, and response to the client, for information on how PanAgora voted the clients proxies. |
Disclosure of Client Voting Information
Any client of PanAgora who wishes to receive information on how their proxies were voted should contact its Client Service Manager.
72
Part C Other Information
Item 23. Exhibits
|
(a) |
Amended and Restated Agreement and Declaration of Trust, dated April 2, 1990 (i) |
|
(1) |
Amendment 1, Dated July 18, 1993, To the Agreement and Declaration of Trust, Dated April 2, 1990 (i) |
|
(2) |
Establishment and Designation of Class A Shares Dated July 26, 2005 (vii) |
|
(b) |
Amended and Restated By-Laws, Dated April 2, 1990 (i) |
|
(1) |
Amendment 1, Dated July 19, 1993, To the By Laws Dated April 2, 1990 (i) |
|
(2) |
Amendment 2, Dated July 23, 2004, To the By Laws Dated April 2, 1990 (iv) |
|
(c) |
(1) |
Portions of Agreement and Declaration of Trust Relating to Shareholders Rights (i) |
|
(2) |
Portions of By Laws Relating to Shareholders Rights (i) |
|
(d) |
|
|
(1) |
Amended and Restated Management Contract Between Quantitative Group of Funds and Quantitative Investment Advisors, Inc. (formerly Quantitative Advisors, Inc.), Dated April 25, 2007, filed herewith as Exhibit 99.d.1 |
(2) Advisory Contract Between Quantitative Advisors and Columbia Partners, LLC, Dated January 31, 1999-Small Cap Fund (i)
(3) Advisory Contract Between Quantitative Advisors and PanAgora Asset Management, Inc.), Dated July 19, 2004- Emerging Markets Fund (iv)
|
(4) |
Advisory Contract Between Quantitative Advisors and Polaris Capital Management, Inc., Dated January 31, 1999- Foreign Value Fund (i) |
(5) Advisory Contract Between Quantitative Advisors and SSgA Funds Management, Inc., Dated November 1, 2006 Long/Short Fund (viii)
|
(e) |
|
(1) |
Restated Distribution Agreement Dated April 25, 2007, attached herewith as Exhibit |
|
99.e.1. |
|
(2) |
Form of Specimen Selling Group Agreement, attached herewith as Exhibit 99.e.2 |
|
(3) |
Distribution Fee Waiver Agreement Dated June 1, 2007, attached herewith as Exhibit 99.e.3 |
|
(4) |
Distribution Fee Waiver Agreement Dated July 18, 2007, attached herewith as Exhibit 99.e.4 |
|
(f) |
Not applicable. |
|
(g) |
Custodian and Investment Accounting Agreement with Investors Fiduciary Trust Company, Dated January 18, 1998 (i) |
|
(1) |
First Amendment to the Custodian and Investment Accounting Agreement with State Street Kansas City f.k.a. Investors Fiduciary Trust Company, Dated March 1, 1998 (i) |
|
(2) |
Second Amendment to the Custodian and Investment Accounting Agreement with State Street Kansas City, Dated May 1, 2001 (ii) |
(h) (1) Amended and Restated Transfer Agent and Service Agreement, Dated April 25, 2007, attached herewith as Exhibit 99.h
|
(i) |
Opinion and Consent of Legal Counsel (i) |
|
(j) |
Consent of Independent Accountants (vi) |
|
(k) |
Not applicable. |
|
(l) |
Not applicable. |
|
(m) |
(1) |
Distribution Plan, Dated April 2, 1990 (i) |
|
(2) |
Form of Specimen Selling Group Agreement, attached herewith as Exhibit 99.e.2 |
|
(n) |
(1) |
Multiple Class Plan Pursuant to Rule 18f-3 (vii) |
|
(o) |
Not applicable. |
|
(p) |
(1) |
Code of Ethics for the Fund |
|
(a) |
Dated July 23, 2003 (iii) |
|
(b) |
Dated April 2000 (ii) |
|
(c) |
Dated January 1, 2005 (v) |
|
(2) |
Code of Ethics - Columbia Partners Dated 2007, attached herewith as Exhibit 99.p.2 |
(3) Code of Ethics - PanAgora Asset Management, Inc. Dated June 30, 2007, attached herewith as Exhibit 99.p.3
|
(4) |
Code of Ethics - Polaris Capital Management Inc. Dated June 15, 2005 (vi) |
(5) Code of Ethics - SSgA Funds Management, Inc. Dated May 2007, attached herewith as Exhibit 99.p.5
|
(q) |
Power of Attorney Dated April 24, 2007, attached herewith as Exhibit 99.q |
Notes:
|
(i) |
Previously filed with Post-Effective Amendment No. 20 to the Registration Statement on July 30, 1999 and incorporated by reference herein. |
|
(ii) |
Previously filed with Post-Effective Amendment No. 21 to the Registration Statement on July 31, 2000 and incorporated by reference herein. |
(iii) Previously filed with Post-Effective Amendment No. 24 to the Registration Statement on July 31, 2003.
(iv) Previously filed with Post-Effective Amendment No. 26 to the Registration Statement on July 29, 2004.
(v) Previously filed with Post-Effective Amendment No. 27 to the Registration Statement on May 31, 2005.
(vi) Previously filed with Post-Effective Amendment No. 28 to the Registration Statement on July 29, 2005.
(vii) Previously filed with Post-Effective Amendment No. 29 to the Registration Statement on August 9, 2005.
(viii) Previously filed with Post-Effective Amendment No. 35 to the Registration Statement on November 1, 2006 and incorporated by reference herein.
.
Item 24. Persons Controlled by or under common control with the Company.
No person is presently controlled by or under common control with the Company.
Item 25. Indemnification
Indemnification provisions for officers, directors and employees of the Company are set forth in Article VIII, Sections one through three of the Amended and Restated Agreement and Declaration of Trust, and are hereby incorporated by reference. See Item 23 (a) (1) above. Under this Declaration of Trust, directors and officers will be indemnified to the fullest extent permitted to directors by the Massachusetts General Corporation Law, subject only to such limitations as may be required by the Investment Company Act of 1940, as amended, and the rules there under. Under the Investment Company Act of 1940, directors and officers of the Company cannot be protected against liability to the Fund or its shareholders to which they would be subject because of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of their office. The Company also maintains liability insurance policies covering its directors and officers.
Item 26. Business and Other Connections of Investment Adviser
There is set forth below information as to any other business, vocation or employment of a substantial nature in which each director or officer of Quantitative Investment Advisors, Inc., the Registrants
investment adviser (the Manager), is or at any time during the past two fiscal years has been engaged for his own account or in the capacity of director, officer, employee, partner or trustee.
Name |
Business and other connections |
Willard L. Umphrey: |
President/Treasurer/Clerk/Director, U.S. Boston Insurance |
Director Agency, Inc.; Director, U.S. Boston Capital Corporation; President /Director, USB Atlantic Associates, Inc.; Director/Treasurer, USB Corporation and U.S. Boston Corporation; Assistant Secretary/Director, AB&T, Inc.; Director, Pear Tree Partners Management LLC; Director, Pear Tree Royalty Company, Inc.; Director, Sugarbush Solutions, Inc.; Director, U.S. Boston Asset Management Corporation,; Partner, U.S. Boston Company, U.S. Boston Company II; President/Chairman/Trustee, Quantitative Group of Funds, d/b/a Quant Funds.
Leon Okurowski: |
Director/President, U.S. Boston Corporation, USB |
Clerk |
Corporation; Vice President/Treasurer/Director, |
Director U.S. Boston Capital Corporation; Vice President, U.S. Boston Insurance Agency, Inc.; Director/Treasurer, AB&T, Inc.; Director, Sugarbush Solutions, Inc.; Partner, U.S. Boston Company, U.S. Boston Company II; Treasurer/Vice President, Quantitative Group of Funds, d/b/a Quant Funds.
Elizabeth A. Watson: |
President, U.S. Boston Capital Corporation; |
Vice President |
Clerk, Quantitative Group of Funds, d/b/a Quant Funds. |
Deborah A. Kessinger: |
Chief Compliance Officer, U.S. Boston Capital Corporation; |
Chief Compliance Officer |
Chief Compliance Officer, Quantitative Group of Funds, d/b/a Quant Funds |
Assistant Clerk, Quantitative Group of Funds, d/b/a Quant Funds.
Steven M. Warner |
Assistant Treasurer, Quantitative Group of Funds, d/b/a Quant Funds. |
Controller |
Controller, USB Corporation |
The principal business address of each U.S. Boston affiliate named above is Lincoln North, 55 Old Bedford Road, Lincoln, Massachusetts 01773. The principal business address of AB&T, Inc. is 200 Franklin Street, Boston, Massachusetts 02109.
Item 27. Principal Underwriters
|
(a) |
Not applicable. |
|
(b) |
The directors and officer of the Registrants principal underwriter are: |
|
Positions and |
Positions and |
|
Offices with |
Offices with |
Name |
Underwriter |
Registrant |
Deborah A. Kessinger |
Chief Compliance Officer |
Chief Compliance Officer and |
|
Assistant Clerk |
Leon Okurowski |
Vice President, |
Vice President and |
|
Treasurer, Clerk and |
Treasurer |
|
Director |
Willard L. Umphrey |
Director |
President, Chairman |
|
and Trustee |
Elizabeth A. Watson |
President |
Clerk |
The principal business address of each person listed above is Lincoln North, 55 Old Bedford Road, Lincoln, Massachusetts 01773.
|
(c) |
Not applicable. |
Item 28. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated there under include:
Registrants investment advisers:
|
Quantitative Investment Advisors, Inc. |
|
55 Old Bedford Road |
|
Lincoln, MA 01773 |
|
SSgA Funds Management, Inc. |
|
State Street Financial Center |
|
One Lincoln Street, 33 rd Floor |
|
Boston, MA 02111-2900 |
|
PanAgora Asset Management, Inc. |
|
260 Franklin Street, 22 nd Floor |
|
Boston, MA 02110 |
|
Columbia Partners, L.L.C., Investment Management |
|
5425 Wisconsin Avenue, Suite 700 |
|
Chevy Chase, MD 20815 |
|
Polaris Capital Management, Inc |
|
125 Summer Street |
|
Boston, MA 02110 |
Registrants custodian:
|
State Street Kansas City |
|
801 Pennsylvania Avenue |
|
Kansas City, MO 64105 |
Registrants transfer agent:
Quantitative Institutional Services,
a division of Quantitative Investment Advisors, Inc.
|
55 Old Bedford Road |
|
Lincoln, MA 01773 |
Item 29. Management Services
|
Not applicable. |
Item 30. Undertakings
|
Not applicable. |
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Company certifies that it meets all the requirements for effectiveness of this Amendment to the Registration Statement pursuant 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 town of Lincoln, County of Middlesex, and Commonwealth of Massachusetts, on the 27 th day of July, 2007.
Attest: |
Quantitative Group of Funds d/b/a Quant Funds |
/s/ Elizabeth A. Watson |
/s/ Willard L. Umphrey |
Elizabeth A. Watson, Clerk |
Willard L. Umphrey, President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
/s/ Robert M. Armstrong * |
July 27, 2007 |
Trustee |
Date |
/s/ John M. Bulbrook * |
July 27, 2007 |
Trustee |
Date |
/s/ Edward A. Burrows * |
July 27, 2007 |
Trustee |
Date |
/s/ William H. Dunla p * |
July 27, 2007 |
Trustee |
Date |
/s/ Clinton S. Marshall * |
July 27, 2007 |
Trustee |
Date |
/s/ Willard L. Umphrey |
* |
July 27, 2007 |
Trustee |
Date |
*By: /s/ Willard L. Umphrey |
July 27, 2007 |
|
Willard L. Umphrey |
Date |
|
Attorney in Fact |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated May 24, 2007, relating to the financial statements and financial highlights which appear in the March 31, 2007 Annual Report to Shareholders of the Quant Small Cap Fund, Quant Long/Short Fund, Quant Emerging Markets Fund and Quant Foreign Value Fund (each a fund of the Quantitative Group of Funds d/b/a the Quant Funds), which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights, Experts, Independent Registered Public Accounting Firm and Disclosure of Portfolio Holdings in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
July 27, 2007
QUANTITATIVE INVESTMENT ADVISORS, INC.
d/b/a QUANTITATIVE ADVISORS
AMENDED AND RESTATED
MANAGEMENT CONTRACT
Amended and Restated Management Contract (Contract) effective as of April 25, 2007, between QUANTITATIVE GROUP OF FUNDS d/b/a QUANT FUNDS, a Massachusetts business trust (the Fund) and QUANTITATIVE INVESTMENT ADVISORS, INC. d/b/a QUANTITATIVE ADVISORS, a Delaware corporation (the Manager).
|
Witnesseth: |
That in consideration of the mutual covenants herein contained, it is agreed as follows:
1. |
SERVICES TO BE RENDERED BY MANAGER TO FUND. |
|
(a) |
Subject always to the control of the trustees (the Trustees) of the Fund, the Manager, will, at its expense, manage, supervise and conduct the affairs and business of the Fund and matters incidental thereto. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of the Fund, as amended, and its stated investment objectives, policies and restrictions as set forth in the then current Prospectus and/or Statement of Additional Information of the Fund, and will use its best efforts to safeguard and promote the welfare of the Fund and to comply with other written policies which the Trustees may from time-to-time determine and of which the Manager has received notice, and shall exercise the same care and diligence expected of the Trustees. In its management, supervision and conduct of the Funds affairs and business, the Manager will do all things necessary so that each series of the Fund (the Series) may qualify as a regulated investment company within the meaning of the Internal Revenue Code of 1986, as amended (the Code), and the Rules and Regulations thereunder. |
|
(b) |
Subject to the provisions of the Declaration of Trust and the Investment Company Act of 1940, as amended, (the 1940 Act), the Manager may, at its expense, select and contract with investment advisers (the Advisers) for each of the Series and shall supervise any such Adviser. The Manager will compensate the Advisers for their services to the Fund from the fee paid to the Manager by the Fund pursuant to this Management Contract or from other funds available to the Manager. |
Page 1 of 6
|
(c) |
The Fund hereby agrees with the Manager and with any Adviser selected by the Manger as provided in Section 1(b) hereof that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund and any Series thereof which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(2)(iv). |
|
(d) |
Except to the extent that any such facilities are provided for any Series by its Adviser, the Manager, at its expense, will furnish (1) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully, (2) suitable office space for the Fund; and (3) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the affairs of the Fund, but excluding shareholder accounting services. The Manager will pay the compensation, if any, of the officers of the Fund. |
2. |
OTHER AGREEMENTS, ETC. |
It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Fund. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management, service or other contracts with other organizations (including other investment companies and other managed accounts) and persons, and may have other interests and businesses.
3. |
COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER. |
The Fund will pay to the Manager, as compensation for the Managers services rendered, for the facilities furnished, and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly at the annual rate for each Series set forth in Schedule I. Such fee computed with respect to the net asset value of each of such Series shall be paid from the assets of such Series. Such aggregate average daily net asset value of the Series shall be determined by taking an average of all the determinations of such net asset value during such month at the close of business on each business day, and for non-business days, the net asset value determined on the previous business day, during such month while this Contract is in effect. Such fee shall be payable for each month within 30 days after the end of each month.
Page 2 of 6
In the event that the expenses of the Quantitative Small Cap Fund exceed 2% of such Series average net assets, the compensation due the Manager with respect to such Series for such year shall be reduced and, if necessary, the Manager shall assume expenses of the Series, to the extent required to reduce the Series expenses to 2% of average net assets. Series expenses subject to this limitation are exclusive of brokerage, interest, taxes and extraordinary expenses, if any and shall be calculated before giving effect to any custody credits.
|
If the Manager shall serve for less than the whole of a month, the foregoing |
|
compensation shall be prorated. |
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO
|
THIS CONTRACT. |
This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment; and this Contract shall not be amended as to any Series unless such amendment is approved at a meeting by an affirmative vote of a majority of the outstanding shares of the Series, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or of the Advisors.
5. |
EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT. |
This Contract shall become effective upon its execution, and shall remain in full force and effect as to each Series continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract as to any Series or as to the Fund as a whole by not more than sixty days nor less than thirty days written notice delivered or mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Fund, or the shareholders by the affirmative vote of a majority of the outstanding shares of any Series, and (ii) a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Contract, then this Contract shall automatically terminate as to such Series at the close of business on the second anniversary of the effective date hereof or the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Contract is submitted to the shareholders of a Series for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the Rules and Regulations thereunder.
Page 3 of 6
Action by the Fund under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the one or more Series affected.
Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.
6. |
CERTAIN DEFINITIONS. |
For the purposes of this Contract, the affirmative vote of a majority of the outstanding shares means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund or the Series, as the case may be, present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund or the Series, as the case may be, entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund or the Series, as the case may be, entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms affiliated person, control, interested person and assignment shall have their respective meanings defined in the 1940 Act and the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission (SEC) under said Act; the term specifically approve at least annually shall be construed in a manner consistent with the 1940 Act and the Rules and Regulations thereunder.
7. |
NONLIABILITY OF MANAGER. |
In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, its partners, officers, directors, employees or agents or reckless disregard of the Managers obligations and duties hereunder, neither the Manager nor its officers, directors, employees or agents shall be subject to any liability to the Fund, or to any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services hereunder, provided however, that such limitation shall not apply to the extent such limitation violates Federal securities or other laws.
8. |
LIMITS OF THE LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. |
A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.
Page 4 of 6
IN WITNESS WHEREOF, QUANTITATIVE GROUP OF FUNDS d/b/a QUANT FUNDS and QUANTITATIVE INVESTMENT ADVISORS, INC. d/b/a QUANTITATIVE ADVISORS have each caused this instrument to be signed in duplicate in its behalf, all as of the day and year first above written.
QUANTITATIVE GROUP OF FUNDS d/b/a QUANT FUNDS
|
By: /s/ Willard L. Umphrey |
|
Willard L. Umphrey |
|
President |
QUANTITATIVE INVESTMENT ADVISORS, INC. d/b/a QUANTITATIVE ADVISORS
|
By: /s/ Willard L. Umphrey |
|
Willard L. Umphrey |
|
President |
Page 5 of 6
Schedule I to
Amended and Restated Management Contract dated as of April 25, 2007
Between Quantitative Group of Funds d/b/a Quant Funds and
Quantitative Investment Advisors, Inc. d/b/a Quantitative Advisors
Management Fee (as a
Series |
Percentage of Net Assets) |
Quantitative Small Cap Fund |
1.00% |
Quantitative Long/Short Fund |
1.00% |
Quantitative Emerging Markets Fund |
1.00% |
Quantitative Foreign Value Fund |
1.00% |
Page 6 of 6
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
Amended and Restated Distribution Agreement effective as of April 25, 2007, by and between QUANTITATIVE GROUP OF FUNDS (formerly U.S. BOSTON INVESTMENT COMPANY), a Massachusetts business trust (the Trust) and U.S. BOSTON CAPITAL CORPORATION, a Massachusetts corporation (U.S. Boston Capital).
WHEREAS, the Trust and U.S. Boston Capital are desirous of entering into an agreement providing for the distribution by U.S. Boston Capital of shares of the Trust;
NOW, THEREFORE, in consideration of the mutual agreements contained in the Terms and Conditions of Distribution Agreement attached to and forming a part of this Contract (the Terms and Conditions), the Trust hereby appoints U.S. Boston Capital as a distributor of shares of the Trust, and U.S. Boston Capital hereby accepts such appointment, all as set forth in the Terms and Conditions.
A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually, and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, QUANTITATIVE GROUP OF FUNDS and U.S. BOSTON CAPITAL CORPORATION have each caused this Distribution Agreement to be signed in duplicate in its behalf, all as of the day and year first above written.
QUANTITATIVE GROUP OF FUNDS
By: /s/ Willard L. Umphrey
|
Willard L. Umphrey |
President and Chairman
U.S. BOSTON CAPITAL CORPORATION
By: /s/ Elizabeth A. Watson
|
Elizabeth A. Watson |
President
Page 1 of 7
TERMS AND CONDITIONS
OF
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
|
1. |
Sale of Shares to U.S. Boston Capital and Sales by U.S. Boston Capital . |
A. The Trust grants to U.S. Boston Capital, an affiliate of the Trusts investment adviser, Quantitative Investment Advisors, Inc., the right and option to purchase shares of beneficial interest of each class of each Series of the Trust (the Shares) for sale to investors either directly or indirectly through other broker-dealers. U.S. Boston Capital is not required to purchase any specified number of shares, but will purchase from the Trust only a sufficient number of Shares as may be necessary to fill unconditional orders received from time to time by U.S. Boston Capital from investors and dealers. Upon receipt of registration instructions in proper form and payment for such shares, U.S. Boston Capital will transmit such instructions to the Trust or its agent for registration of the shares purchased.
B. U.S. Boston Capital shall offer Shares to the public at an offering price based upon the net asset value of the Shares, to be calculated for each class of Shares as described in the Registration Statement, including the Prospectus(es), filed with the Commission and in effect at the time of the offering, plus sales charges as approved by the U.S. Boston Capital and the Trustees of the Trust and as further outlined in the Trusts Prospectus(es). The offering price shall be subject to any provisions set forth in the Prospectus(es) from time to time with respect thereto, including, without limitation, rights of accumulation, letters of intention, exchangeability of Shares, reinstatement privileges, net asset value purchases by certain persons and reinvestments of dividends and capital gain distributions.
C. In the case of all Shares sold to investors through other broker-dealers, a portion of applicable sales charges will be reallowed to such broker-dealers who are members of the National Association of Securities Dealers or, in the case of certain sales by banks or certain sales to foreign nationals, to brokers or dealers exempt from registration with the Commission. The concession reallowed to broker-dealers shall be set forth in a written sales agreement and shall be generally the same for broker-dealers providing comparable levels of sales and service.
2. Fee . For its services as distributor of the shares of the Trust, U.S. Boston Capital shall receive from the Trust a distribution fee at the rate and upon the terms and conditions set forth in the Distribution Plan attached as Exhibit A hereto, and as amended from time to time. The distribution fee shall be accrued daily and paid monthly within five (5) business days following the last day of each month.
3. Reservation of Right Not to Sell . The Trust reserves the right to refuse at any time or times to sell any of its shares for any reason deemed adequate by it.
Page 2 of 7
4. Sales of Shares by the Trust . The Trust reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons at not less than net asset value.
5. Repurchase of Shares . U.S. Boston Capital will act as agent for the Trust in connection with the repurchase and redemption of shares by the Trust upon the terms and conditions set forth in the then current prospectus of the Trust or as the Trust acting through its Trustees may otherwise direct.
6. Basis of Purchases and Sales of Shares . U.S. Boston Capitals obligation to sell shares hereunder shall be on a best efforts basis only and U.S. Boston Capital shall not be obligated to sell any specific number of shares. Shares will be sold by U.S. Boston Capital only against orders therefor. U.S. Boston Capital will not purchase shares from anyone other than the Trust except in accordance with Section 5, and will not take long or short positions in shares contrary to the Agreement and Declaration of Trust of the Trust.
7. Rules of NASD, Etc. U.S. Boston Capital will conform to the Conduct Rules of the National Association of Securities Dealers, Inc. and the securities laws of any jurisdiction in which it sells, directly or indirectly, any Trust shares. U.S. Boston Capital also agrees to furnish to the Trust sufficient copies of any agreements or plans it intends to use in connection with any sales of shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared.
8. Independent Contractor . U.S. Boston Capital shall be an independent contractor and neither U.S. Boston Capital nor any of its officers or employees as such, is or shall be an employee of the Trust. U.S. Boston Capital is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. U.S. Boston Capital assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.
9. Expenses . The Trust will pay or reimburse U.S. Boston Capital for all expenses of qualifying shares of the Trust for sale under the securities or so-called Blue Sky laws of any state and of registering shares under the Federal Securities Act of 1933 and Investment Company Act of 1940. U.S. Boston Capital will pay all expenses of preparing, printing and distributing advertising and sales literature and the Trust will pay all costs of the preparation and printing of prospectuses and reports as required by said Acts and the direct expenses of the issue of shares.
10. Indemnification of Trust . U.S. Boston Capital agrees to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be a Trustee of the Trust against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of U.S. Boston Capital or any agent or employee of U.S. Boston Capital or any other person for whose
Page 3 of 7
acts U.S. Boston Capital is responsible or is alleged to be responsible, unless such misrepresentation or omission was made in reliance upon written information furnished by the Trust. U.S. Boston Capital also agrees likewise to indemnify and hold harmless the Trust and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of U.S. Boston Capitals failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, employee benefit and other plans for shares. The term expenses includes amounts paid in satisfaction of judgments or in settlements which are made with U.S. Boston Capitals consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or a Trustee may be entitled as a matter of law.
11. Indemnification of U.S. Boston Capital . The Trust agrees to indemnify and hold harmless U.S. Boston Capital, its several officers, employees and directors, and any person who controls U.S. Boston Capital within the meaning of Section 15 of the Securities Act of 1933, against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact in the Registration Statement or prospectus, provided that in no event shall anything contained in this Agreement be construed so as to protect U.S. Boston Capital against any liability to the Trust or its shareholders to which U.S. Boston Capital would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties under this Agreement.
12. Assignment Terminates this Contract; Amendments of this Contract . This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Contract may be amended only if such amendment be approved either by action of the Trustees of the Trust or at a meeting of the shareholders of the Trust by the affirmative vote of a majority of the outstanding shares of the Trust, and by a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Distribution Plan or this Contract by vote cast in person at a meeting called for the purpose of voting on such approval.
13. Effective Period and Termination of this Contract . This Contract shall take effect upon the date first above written and shall remain in full force and effect continuously as to a series of the Trust (Series) (unless terminated automatically as set forth in Section 12) until terminated:
|
(a) |
Either by such Series or U.S. Boston Capital by not more than sixty (60) days nor less than ten (10) days written notice delivered or mailed by registered mail, postage prepaid, to the other party; or |
|
(b) |
Automatically as to any Series at the close of business on the second anniversary of the execution of this Contract or upon the expiration of one year from the effective date of the last continuance of this Contract, whichever is later, if the continuance of this Contract is not specifically approved at least annually by the Trustees of the Trust or the shareholders of such Series by the affirmative vote of a majority of the outstanding shares |
Page 4 of 7
of such Series, and by a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Distribution Plan or this Contract by vote cast in person at a meeting called for the purpose of voting on such approval.
Action by a Series of the Trust under (a) above may be taken either (i) by vote of the Trustees of the Trust, or (ii) by the affirmative vote of a majority of the outstanding shares of such Series. The requirement under (b) above that continuance of this Contract be specifically approved at least annually shall be construed in a manner consistent with the Investment Company Act of 1940 and the Rules and Regulations thereunder.
Termination of this Contract pursuant to this Section 12 shall be without the payment of any penalty.
If this Contract is terminated or not renewed with respect to one or more Series, it may continue in effect with respect to any Series as to which it has not been terminated (or has been renewed).
14. Certain Definitions . For the purpose of this Contract, the affirmative vote of a majority of the outstanding shares means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Trust or the Series, as the case may be, present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Trust or the Series, as the case may be, entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Trust or the Series, as the case may be, entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms interested persons and assignment shall have the meanings defined in the Investment Company Act of 1940, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. Certain other items used herein that are not otherwise defined have the meaning given in the current prospectus of the Trust or constituent agreements or documents of the Trust.
Page 5 of 7
EXHIBIT A
AMENDED AND RESTATED
DISTRIBUTION PLAN
This Plan (the Plan) constitutes the Amended and Restated Distribution Plan of QUANTITATIVE GROUP OF FUNDS, a Massachusetts business trust (the Trust).
Section 1 . The Trust will pay to U.S. BOSTON CAPITAL CORPORATION (U.S. BOSTON CAPITAL), a Massachusetts corporation which acts a principal distributor of the Trusts shares (the Distributor), a monthly fee for acting as principal distributor at the annual rate set forth in Schedule A attached hereto, and as amended from time to time. The fee for each series of the Trust (Series) and each class of shares of such Series (individually, a Class and collectively, the Classes) shall be based upon the average net asset value of such Series held in shareholder accounts opened during the period the Plan is in effect (Qualified Accounts). The net asset value of each Series and each Class shall be determined at the close of each business day during each month. Such fee shall be computed for each Series and Class shall be paid from the assets of each such Series and Class.
Section 2. This Plan shall not take effect until it has been approved by a vote of at least a majority of the outstanding voting securities of the Trust.
Section 3 . This Plan shall not take effect until it has been approved, together with any related agreements, by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Investment Company Act of 1940 (the Act) or the rules regulations thereunder) of both (a) the Trustees of the Trust, and (b) the Qualified Trustees of the Trust cast in person at a meeting called for the purpose of voting on this Plan or such agreement.
Section 4 . This Plan shall continue in effect for a period more than one year after it takes effect only so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plans Section 3.
Section 5 . Any person authorized to direct the and disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall Provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so extended and the purposes for which such expenditures were made.
Section 6 . This Plan may be terminated at any time by vote of a majority of the Qualified Trustees, or by vote of a majority of the Trusts outstanding voting securities.
Section 7 . All agreements with any person relating to Implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:
|
A. |
That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Qualified Trustees or by vote of a majority of the Trusts outstanding voting securities, on not more than 60 days written notice to any other party to the agreement; and That such agreement shall terminate automatically in the event of its assignment. |
Page 6 of 7
Section 8 . This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 1 hereof without the approval of a majority of the outstanding voting securities of the Trust, and all material amendments to this Plan shall be approved in the manner provided for approval of this Plan in Section 3.
Section 9 . (a) As used in this Plan, the term Qualified Trustees shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it. For so long as this Plan is in effect, selection and nomination of those Trustees of the Trust who are not interested persons of the Trust shall he committed to the discretion of such is interested Trustees.
(b) As used in this Plan, the terms assignment and interested person shall have the respective meanings specified in the Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.
SCHEDULE A
to the Amended and Restated
Distribution Plan
Effective as of April 25, 2007
Quantitative Group of Funds
A. Ordinary Shares |
Annual Distribution Fee |
Service Fee |
Quantitative Small Cap Fund |
0.50% |
0.00% |
Quantitative Long/Short Fund |
0.50% |
0.00% |
Quantitative Emerging Markets Fund |
0.50% |
0.00% |
Quantitative Foreign Value Fund |
0.25% |
0.00% |
B. Institutional Shares |
Annual Distribution Fee |
Service Fee |
Quantitative Small Cap Fund |
0.00% |
0.00% |
Quantitative Long/Short Fund |
0.00% |
0.00% |
Quantitative Emerging Markets Fund |
0.00% |
0.00% |
Quantitative Foreign Value Fund |
0.00% |
0.00% |
Page 7 of 7
SELLING GROUP AGREEMENT
Between:
U.S. BOSTON CAPITAL CORPORATION
55 OLD BEDFORD ROAD
LINCOLN, MA 01773
And
FIRM NAME: _________________________________________________________________
FIRM ADDRESS: |
______________________________________________________________ |
U.S. Boston Capital Corporation (USBCC) has been appointed to serve as principal underwriter as defined in the Investment Company Act of 1940, as amended (the 1940 Act), for the shares (Shares) of the investment company portfolios of the Quantitative Group of Funds as specified by USBCC from time to time. The specified portfolios are hereafter referred to individually as a Fund and collectively as the Funds.
We are hereby inviting you to participate in the selling group and, subject to the terms and conditions set forth below, to make available to your customers the Shares. By your acceptance hereof, you agree to find purchasers for the Shares, to purchase Shares only from us or from your customers, and to act only as agent for your customers or dealer for your own account, with no authority to act as agent for the Funds, for us or for any other dealer in any respect.
1. |
Acceptance of Orders. |
Orders received from you will be accepted only at the public offering price (as defined below in Section 2) applicable to each order. When acting as agent for your customers, you agree to place orders for Shares immediately upon the receipt of, and in the same amount as, orders from your customers. You will not transmit and we will not accept from you on any basis a conditional order from you for the purchase or redemption of Shares. You are authorized to: (i) place orders directly with a Fund for the purchase of Shares, and (ii) tender Shares directly to a Fund for redemption, in each case subject to the terms and conditions set forth in the applicable then-current Fund prospectus (the Prospectus, which for purposes of this agreement includes the Statement of Additional Information incorporated by reference therein and any applicable supplements or amendments) and any operating procedures and policies established by us from time to time.
2. |
Public Offering Price and Sales Charges. |
|
(a) |
Deferred Sales Charge . In the case of a class of Shares having a deferred sales charge (DSC), the public offering price shall be the applicable net asset value per Share described in the Prospectus of the Fund. The Prospectus provides for DSC waivers for certain shareholders or groups of related shareholder accounts or categories of accounts. You shall be responsible for communicating these rights to redeemers of Shares through you, ascertaining whether the redeemer is entitled to any waiver of the DSC, and communicating that information to USBCC at the time you submit the redemption order. Your submission of a redemption order shall constitute a confirmation that you have undertaken such steps with respect to the order submitted. Further, you agree that you will apply any scheduled DSC waiver uniformly to all redeemers in the classes specified in the Prospectus. The DSC applicable to any sale of Shares by you and any dealer concession or commission applicable to any order from you for the redemption of Shares accepted by USBCC shall be as set forth in the Prospectus. |
|
(b) |
Initial Sales Charge . In the case of a class of Shares having an initial sales charge, the public offering price shall be the net asset value per Share plus any sales charge payable upon the purchase of such Shares as described in the Prospectus. The Prospectus provides for discounts for certain shareholders or groups of related shareholder accounts or initial sales charge waiver categories. You shall be responsible for communicating these rights to purchasers of Shares through you, ascertaining whether the purchaser is entitled to any discount or waiver of the initial sales charge, and communicating that information to us at the time you submit the purchase order. Your submission of a purchase order shall constitute a confirmation that you have undertaken such steps with respect to the order submitted. Further, you agree that you will apply any scheduled discount in, or waiver of, the initial sales charge uniformly to all offerees in the classes specified in the Prospectus. The sales charge applicable to any sale of Shares by you and the dealer concession or commission applicable to any order from you for the purchase of Shares accepted by us shall be as set forth in the Prospectus. |
|
(c) |
No Sales Charge . In the case of a class of Shares having no sales charge, the public offering price shall be the applicable net asset value per Share described in the Prospectus of the Fund. |
|
(d) |
Omnibus Accounts . You agree that you will sell Shares subject to an initial or deferred sales charge and held in omnibus accounts only if you are a NETWORKING participant with the National Securities Clearing Corporation and if such accounts are established pursuant to a NETWORKING Agreement. |
3. |
Rule 12b-1 Plans. |
|
(a) |
As consideration for your providing distribution and marketing services in the promotion of the sale of Shares subject to a plan adopted by the Funds for certain classes of Shares pursuant to Rule 12b-1 under the 1940 Act, and for providing personal services to, and/or the maintenance of the accounts of, your customers who invest in and own such Shares, USBCC (and not the Funds) shall pay such fee, if any, to you on Shares which are owned by you as nominee for your customers or which are owned by those customers of your Firm whose records, as maintained by such Fund or its agent, designate your Firm as the customers dealer of record. Any fee payable hereunder is as described in the Prospectus and as set forth in a fee schedule issued by USBCC. Such schedule is subject to change or discontinuance by USBCC from time to time upon notice to you. Further, any fee payable hereunder shall be computed and accrued daily and for each quarter shall be based on the average daily net asset value of the relevant Shares. No such fee will be paid to you if the amount of such fee based upon the aggregate value of your customers Shares in the Funds for the quarter will be less than $25.00. |
|
(b) |
The provisions of this Paragraph 3 may be terminated with respect to any Shares in accordance with the provisions of Rule 12b-1 under the 1940 Act or the rules of the National Association of Securities Dealers, Inc. (the NASD) and thereafter no such fee will be paid to you. |
|
(c) |
You agree to furnish USBCC and the Trustees of any Fund with such information as shall reasonably be requested by the Trustees with respect to the fees paid to you pursuant to this Section 3. |
|
(d) |
Consistent with NASD policies as amended or interpreted from time to time: (i) you waive payment of amounts due from us pursuant to this Paragraph 3 until we are in receipt of the fees with respect to the relevant Shares; and (ii) our liability for amounts payable to you is limited solely to the proceeds of the fees received by us on the relevant Shares. |
4. |
Payment for Shares. |
Payment for Shares sold through you shall be made on or before the settlement date specified in the applicable confirmation (generally within three business days of USBCCs acceptance of such order or
Selling Group Agreement August 2006 |
Page 2 of 10 |
such shorter time as may be required by law), and by check payable to the order of such Fund or, if applicable, by Federal Funds wire for credit to such Fund, in accordance with instructions that we will periodically issue to you. Each Fund reserves the right to delay issuance of Shares until such check has cleared. If we do not timely receive payment, we reserve the right, without notice, to cancel the sale. Unless other instructions are received by us on or before the settlement date, orders accepted by us may be placed in an open account in your name. If such payment or instructions are not timely received by us, we may hold you responsible for any expense or loss, including loss of profit, suffered by us or by such Fund resulting from your failure to make such payment.
5. |
Manner of Offering. |
|
(a) |
No person is authorized to make or rely on any representations concerning Shares except those contained in the Prospectus and in any sales literature or other material issued by USBCC supplemental to such Prospectus, and used in conformity with applicable rules or conditions. Shares shall only be offered by means of the Prospectus, and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws and regulations, including without limitation the rules of the NASD. All offerings of Shares by you shall be subject to the conditions set forth in the Prospectus (including the minimum purchase amount) and to the terms and conditions herein set forth. The Funds transfer agent will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the Prospectus and any required point of sale disclosure document(s) prior to or at the time such customer purchases Shares in accordance with applicable federal and state securities laws and regulations, including without limitation the Securities Act of 1933, as amended (the 1933 Act), and promptly will forward to USBCC any customer request for a copy of the applicable Statement of Additional Information. You agree that you will not use any other offering materials for the Funds without USBCCs prior written consent. |
|
(b) |
Sales and exchanges of Shares only may be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. USBCC agrees to advise you of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify USBCC and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified. In the event that you offer Shares outside the United States, you agree to comply with the applicable laws, rules and regulations of the regulatory authority having jurisdiction over such sales, including any regulations of United States military authorities applicable to solicitations to military personnel. |
|
(c) |
As distributor of the Shares, USBCC shall have the authority to take such action as USBCC may reasonably determine advisable in respect of all matters pertaining to the distribution of such Shares. |
|
(d) |
USBCC shall have the unconditional right to accept or reject orders for the purchase of Shares. It is understood that for the purposes hereof no Share shall be considered to have been sold by you and no compensation will be payable to you with respect to any order for Shares which is rejected by a Fund or USBCC. Any consideration that you may receive in connection with a rejected purchase order will be returned promptly. The Funds transfer agent will transmit confirmations of all accepted purchase orders for Shares to the investor or to you, if authorized. |
|
(e) |
You agree that it is your responsibility to determine the suitability of any Shares as investments for your customers, and that we have no responsibility for such determination. |
6. |
Redemption and Repurchase of Shares. |
If you purchase Shares from any customer in connection with repurchase arrangements offered by a Fund, you agree to pay such customer not less than the applicable repurchase price as established by the
Selling Group Agreement August 2006 |
Page 3 of 10 |
Prospectus. Any order placed by you for the repurchase of Shares is subject to the timely receipt by the Funds transfer agent of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation, in which case you agree to be responsible for any loss resulting to the Fund or to USBCC from such cancellation.
7. |
Order Processing Controls. |
|
(a) |
You represent that you have and will maintain policies and procedures in place to ensure that orders for the purchase and redemption of Shares in proper form received by you prior to the earlier of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m., Eastern time) or such other time as may be designated in the Prospectus from time to time (Close of Trading) are segregated from orders received by you after the Close of Trading and that such orders are properly transmitted to us for execution at the net asset value calculated as of the next Close of Trading following receipt of such orders. |
|
(b) |
You appoint the transfer agent for each Fund as your agent to execute customers purchases of Shares sold in accordance with the terms and provisions of any account, program, plan or service established or used by your customers (referred to herein as the account) and to confirm each such purchase to your customers on your behalf, and you guarantee the legal capacity of your customers so purchasing Shares and any co-owners of such Shares. All sales of Shares sold through you hereunder shall be deemed to be made in Lincoln, Massachusetts and title to such Shares shall pass in Lincoln, Massachusetts. |
|
(c) |
You agree to disclose your compensation under this Agreement, together with any other compensation you receive in connection with your customers investment in the Funds to your customers as required by applicable law. |
|
(d) |
In accordance with NASD Notice to Members 03-50 (reminding members of their responsibility to ensure that they have in place policies and procedures reasonably designed to detect and prevent the occurrence of mutual fund transactions that would violate Rule 22c-1 under the 1940 Act, NASD Conduct Rule 2110 and other applicable rules and regulations), you represent that you have reviewed your policies and procedures to ensure that they are adequate with respect to preventing violations of law and Prospectus requirements related to timely order-taking and excessive trading activity. You represent that you will be responsible for the collection and payment to the Fund of any redemption fees based upon the terms outlined in the Prospectus. In addition, you agree that you will comply with any restrictions and/or limitations on exchanges described in each Funds Prospectus. |
|
(e) |
You agree that all purchases of Shares shall be made only to cover orders already received by you. You shall not withhold placing orders received from your customers so as to profit yourself as a result of such withholding. You hereby warrant that each transaction which you initiate will have been authorized by your customer prior to initiation. |
8. |
Excessive Trading. |
You acknowledge that the Funds are long-term investments and that excessive trading by some shareholders raises the cost of operating the applicable Fund for the remaining shareholders. You further understand that shareholders with market timing strategies or an established pattern of frequent purchases and redemptions (or exchanges between funds) are not welcome as investors in the Funds. You agree that, in the event that it should come to your attention that any of your customers is engaging in a pattern of purchases, redemptions and/or exchanges of Shares that appears to evidence excessive trading activity, you shall immediately notify USBCC or the Funds transfer agent of such pattern and shall cooperate fully with us in any investigation and, if deemed necessary or appropriate by us, terminating any such pattern of trading, including, without limitation, by refusing such customers orders to purchase or exchange Shares. The foregoing shall not limit any other rights that the Funds or USBCC may have from time to time.
Selling Group Agreement August 2006 |
Page 4 of 10 |
9. |
Compliance with Anti-Money Laundering Requirements and Economic Sanctions Programs |
|
(a) |
Each of us agrees to comply with all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act (BSA), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the PATRIOT Act), its implementing regulations, and applicable rules adopted thereunder. Each of us further agrees to comply with the economic sanctions programs administered by the U.S. Treasury Departments Office of Foreign Assets control to the extent applicable. |
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(b) |
As required by the PATRIOT Act, you certify to the extent applicable that you have a comprehensive anti-money laundering compliance program that includes policies, procedures and internal controls for complying with the BSA; policies, procedures and internal controls for identifying, evaluating and reporting suspicious activity; a designated compliance officer or officers; training for appropriate employees; and an independent audit function. You represent that you have taken or shall take appropriate steps to establish and document the identity of a customer when the customer first applies to invest in a Fund (as defined in Paragraph 9(g) below). In respect of each subscription of Shares (as defined in Paragraph 9(g) below) by a customer you shall observe any and all anti-money laundering and other investor or customer identification requirements applicable in respect of such subscription, including but not limited to, obtaining evidence of the identity of a particular investor, such investors business or occupation and inquiries concerning the source of the monies used. In particular, you shall not open an account if you have knowledge that such order is part of an effort to conceal funds derived directly or indirectly from any illegal activity, including trafficking in illegal drugs, terrorism or organized crime. You agree to monitor for suspicious transactions and to assist us in monitoring such transactions upon the request of the Funds. Further, you undertake to submit your activities related to this Agreement to all binding laws, rules and regulations applicable to such activity. You also agree to provide documentation confirming the status of any entities deemed exempt from the application of customer identification responsibilities along with their account application. Finally, you agree to retain all related documentation for a period of five (5) years and make such documentation available to a court or other administrative or regulatory body with competent jurisdiction if compelled to do so by applicable law, administrative action or regulation. You will provide the information described above to USBCC upon our reasonable request. Notwithstanding the foregoing, USBCC and the Funds each reserve the right to refuse to make any payment to a Shareholder (as defined in Paragraph 9(g) below) if USBCC or the Funds suspect or are advised that the payment of such redemption proceeds to such Shareholder might result in a breach of applicable anti-money laundering or other laws, rules or regulations by any person in any relevant jurisdiction or if such refusal is considered necessary or appropriate to ensure compliance of USBCC or the Funds with any such laws, rules or regulations in any relevant jurisdiction. You agree that any order to purchase Shares shall constitute your continued certification of the matters you have certified in this Section 9. |
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(c) |
You agree that if the Funds or USBCC are required to supply information, documentation or guidance to a securities regulatory organization (SRO) or government department or agency about the customer identification program of the Funds or USBCC or the measures taken to obtain information and to verify the identity of specific clients of the Funds, you shall allow such SRO or government department or agency to examine your files. |
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(d) |
The parties agree to cooperate with one another to satisfy due diligence policies of the Funds, which may include annual compliance certifications and periodic due diligence reviews and/or other requests deemed reasonably necessary or appropriate by us to ensure compliance with anti-money laundering requirements. |
Selling Group Agreement August 2006 |
Page 5 of 10 |
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(e) |
Shareholder Information . |
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(i) |
You agree to provide USBCC or the Fund, upon written request, the taxpayer identification number (TIN), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by you during the period covered by the request. |
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(ii) |
Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. USBCC or the Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. |
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(iii) |
You agree to transmit the requested information that is on your books and records to USBCC or the Fund or its designee promptly, but in any event not later than 20 business days, after receipt of a request. If the requested information is not on your books and records, you agree to: (i) provide or arrange to provide to USBCC or the Fund the requested information from Shareholders who hold an account with an indirect intermediary; or (ii) if directed by USBCC or the Fund, block further purchases of Fund Shares from such Shareholder accounts. In such instance, you agree to inform the Fund whether you plan to perform (i) or (ii). Responses required by this Paragraph 9(c) must be communicated in writing and in a format mutually agreed upon by you and USBCC. To the extent practicable, the format for any transaction information provided to USBCC or the Fund should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an indirect intermediary has the same meaning as in SEC Rule 22c-2 under the 1940 Act. |
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(iv) |
USBCC agrees not to use the information received for marketing or any other similar purpose without your prior written consent. |
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(f) |
Agreement to Restrict Trading . You agree to execute written instructions from USBCC or the Fund to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by USBCC or the Fund as having engaged in transactions of the Funds Shares (directly or indirectly through your account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund. Our instructions will include the TIN, if known by us, and the specific restriction(s) to be executed. If the TIN is not known, our instructions will include an equivalent identifying number of the Shareholder(s) or account(s) or other information agreed upon by you and us to which the instruction relates. You agree to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by you. You will provide written confirmation to us or the Fund that our instructions have been executed as soon as reasonably practicable, but not later than ten business days after the instructions have been executed. |
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(g) |
Definitions. For purposes of Section 9, the following terms shall have the meaning hereinafter set forth: |
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(i) |
The term Fund shall mean any one of the Quantitative Group of Funds and shall include the Funds principal underwriter and transfer agent . The term does not include any excepted funds as defined in SEC Rule 22c-2(b) under the 1940 Act. |
Selling Group Agreement August 2006 |
Page 6 of 10 |
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(ii) |
The term Shares shall mean the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by you. |
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(iii) |
The term Shareholder shall mean the beneficial owner of Shares, whether the Shares are held directly or by you in nominee name. In the case of retirement plan recordkeepers, the term Shareholder shall mean the plan participant notwithstanding that the plan may be deemed to be the beneficial owner of the Shares. |
10. |
Privacy. |
Each of us agrees to comply with the requirements of Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq., as may be amended from time to time, and any regulations adopted thereto, including Regulation S-P of the Securities and Exchange Commission, as well as with any other applicable federal or state privacy laws and regulations. The parties agree that any Non-Public Personal Information, as the term is defined in Regulation S-P, which may be disclosed hereunder is disclosed for the specific purpose of permitting the other party to perform the services set forth in this agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and that it will not disclose any Non-Public Personal Information received in connection with this agreement to any other party, except to the extent required to carry out the services set forth in this agreement or as otherwise permitted by law.
11. |
Confidential Information. |
All books, records, information and data pertaining to the business of the other party (Confidential Information) that are exchanged or received in connection with this Agreement shall be kept confidential and shall not be voluntarily disclosed to any other person, except: (a) if such information is already publicly available; (b) as may be required solely for the purpose of carrying out a partys duties and responsibilities under this Agreement; (c) as required by order or demand of a court of competent jurisdiction or other governmental or regulatory body or as otherwise required by law; (d) as may be required to be disclosed to a partys attorneys, accountants, regulatory examiners or insurers for legitimate business purposes; or (e) with the express prior written permission of the other party. This Section 11 shall survive the termination of this Agreement.
12. |
NASD Matters; Compliance with Laws. |
This Agreement is conditioned upon your representation and warranty that you are a member in good standing of the NASD or, in the alternative, that you are a foreign dealer or other entity not eligible for membership in the NASD. You and USBCC agree to comply with all applicable federal and state laws, rules and regulations, including without limitation the applicable provisions of the 1933 Act and the applicable rules and regulations of the NASD. In addition, you agree to comply with all applicable laws, rules and regulations of any jurisdiction in which you offer or sell, directly or indirectly, any Shares.
13. |
Status of Soliciting Dealer. |
Nothing herein shall make you a partner with USBCC or render our relationship an association. You are responsible for your own conduct, for the employment, control and conduct of your employees and agents and for injury to such employees or agents or to others through such employees or agents. You assume full responsibility for your employees and agents under applicable laws and agree to pay all employer taxes relating thereto.
14. |
Indemnification. |
Each of us agrees to indemnify and hold harmless the other party and its affiliates, employees and agents against all losses, costs, fines, liabilities, damages and expenses (including reasonable legal and accounting fees) arising out of (i) such partys negligence or willful misconduct in carrying out its duties and
Selling Group Agreement August 2006 |
Page 7 of 10 |
responsibilities under this agreement, and/or (ii) any breach by such party of any material provision of this agreement. Such indemnification shall survive the termination of this Agreement.
15. |
Amendment; Restatement; Termination. |
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(a) |
USBCC and each Fund reserves the right, in our discretion upon notice to you, to change or amend any provision of this Agreement or restate this Agreement in its entirety and any such change, amendment or restatement shall become binding on you and USBCC on the date of you first order (purchase, sale, exchange) for Shares of any Fund subsequent to our furnishing a copy of such change, amendment or restatement to you. |
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(b) |
Upon written notice to you, we may change or discontinue any schedule or schedules of dealer discounts, of sales commissions or distribution plan payments. You hereby agree that you shall have no right or interest in any type or level of discount, sales commission, distribution assistance payment or service fee, or right to expect or to rely upon the continuance in effect of any thereof, and that you have no claim against USBCC or any Fund by virtue of any change or diminution in the rate or amount of, or discontinuance of, any discount, sales commission, distribution assistance payment or service fee in connection with Shares of any Fund. |
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(c) |
USBCC reserves the right in its discretion, without notice, to suspend sales or to withdraw the offering of Shares, in whole or in part, or to make a limited offering of Shares of any Fund. |
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(d) |
Either party may cancel this Agreement upon ten days written notice to the other. USBCC may terminate this Agreement for cause upon the violation by you of any of the provisions hereof; such termination to become effective on the date such notice of termination is mailed to you. Upon your ceasing to be a member of the NASD, this Agreement shall automatically terminate. |
16. |
Miscellaneous. |
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(a) |
The parties to this agreement agree to cooperate fully in any regulatory investigation or proceeding or judicial proceeding with respect to each partys activities under this Agreement and to promptly notify the other party of any such investigation or proceeding. |
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(b) |
In the event that your account with any Fund represents more than 5% of the outstanding Shares of that Fund, USBCC may request that you confirm its status as a shareholder of record and confirm whether any of your customers owns beneficially more than 5% of the outstanding shares of that Fund through your account. For this purpose, USBCC will indicate in its inquiry the number of Shares that equal 5% of the outstanding Shares. You agree to reply promptly to any such inquiries. |
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(c) |
As general distributor of the Funds, USBCC shall have full authority to take such action as we may deem advisable in respect of all matters pertaining to the distribution of Shares. USBCC shall not be under any obligation to you except for obligations expressly assumed by us in this Agreement. |
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(d) |
All communications to USBCC should be sent to the address above. Any notice to you shall be duly given if mailed, telegraphed or sent by facsimile or electronically to you at the address specified by you below. |
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(e) |
This Agreement shall be construed under the laws of the Commonwealth of Massachusetts without giving effect to the conflicts of laws provisions thereof. |
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(g) |
This Agreement supersedes any and all prior agreements between us with respect to the subject matter hereof. |
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(h) |
The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. |
Selling Group Agreement August 2006 |
Page 8 of 10 |
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(i) |
If you are already a member of USBCCs selling group, this Agreement amends and restates our existing agreement(s) and shall become binding on you and USBCC on the date of your first order (purchase, sale or exchange) for Shares of any Fund subsequent to our furnishing a copy of this agreement to you. If you are about to become a new member of our selling group, this Agreement shall become binding upon receipt by USBCC in Lincoln or a counterpart hereof duly accepted and signed by you. |
Signature page follows.
Selling Group Agreement August 2006 |
Page 9 of 10 |
U.S. BOSTON CAPITAL CORPORATION
Date: |
_________________________________________________________________ |
By: |
_________________________________________________________________ |
Elizabeth A. Watson, President
If you are about to become a new member of the selling group, please confirm your agreement hereto by signing and returning the enclosed counterpart of this agreement to: U.S. Boston Capital Corporation, 55 Old Bedford Road, Second Floor, Lincoln, Massachusetts 01773, Attention: Legal and Compliance Department.
WE ACCEPT THIS AGREEMENT:
Date: |
_________________________________________________________________ |
Firm: |
_________________________________________________________________ |
(Exact Legal Name)
By: |
_________________________________________________________________ |
(Authorized Signature)
|
Name: |
__________________________________________________________ |
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Title: |
__________________________________________________________ |
Address: |
_________________________________________________________________ |
Telephone #: |
_________________________________________________________________ |
Facsimile #: |
_________________________________________________________________ |
E-Mail: |
_________________________________________________________________ |
CRD#: |
_________________________________________________________________ |
For USBCC Use Only
Compliance Review |
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Dealer No. |
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NASD Member |
|
Disclosure |
|
Selling Group Agreement August 2006 |
Page 10 of 10 |
DISTRIBUTION FEE WAIVER AGREEMENT
AGREEMENT, effective as of June 1, 2007, by and between the Quantitative Group of Funds (the Trust) with respect to Quant Small Cap Fund (the Fund) and U.S. Boston Capital Corporation (USBCC), the Funds principal distributor.
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1. |
USBCC hereby agrees during the period set forth in Paragraph Two (Waiver Period) to voluntarily and temporarily waive 0.25% of the 0.50% Rule 12b-1 fees payable to USBCC with respect to the Funds Ordinary Shares pursuant to the Distribution Agreement and Distribution Plan dated April 17, 1985, as amended (Distribution Agreement and Plan). During the Waiver Period the Fund will pay a 12b-1 fee to USBCC in an amount not to exceed 0.25% pursuant to this Agreement. |
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2. |
USBCC acknowledges its obligation during the Waiver Period to waive the Rule 12b-1 fee as set forth above may be modified or terminated during the Waiver Period upon written notice to the Trust and the Fund. The Waiver Period shall become effective June 1, 2007 and shall not be extended beyond July 31, 2008 except as agreed to by both parties in writing. |
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3. |
Notwithstanding anything to the contrary in any predecessor to this Agreement, USBCC agrees that it shall not be entitled to be reimbursed for any portion of the Rule 12b-1 fee USBCC has agreed to waive in this Agreement. |
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4. |
This Agreement is made and to be performed principally in the Commonwealth of Massachusetts and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the Commonwealth of Massachusetts. Any amendment to this Agreement shall be in writing signed by the parties hereto. |
In witness whereof, the parties hereto have caused this Agreement to be signed as of the 31st day of May 2007.
QUANTITATIVE GROUP OF FUNDS,
on behalf of QUANT SMALL CAP FUND
By: |
/s/ Willard L. Umphrey |
Name: |
Willard L. Umphrey |
Title: |
President |
U.S. BOSTON CAPITAL CORPORATION
By: |
/s/ Elizabeth A. Watson |
Name: |
Elizabeth A. Watson |
Title: |
President |
DISTRIBUTION FEE WAIVER AGREEMENT
AGREEMENT, effective as of July 18, 2007, by and between the Quantitative Group of Funds (the Trust) with respect to Quant Emerging Markets Fund (the Fund) and U.S. Boston Capital Corporation (USBCC), the Funds principal distributor.
|
1. |
USBCC hereby agrees during the period set forth in Paragraph Two (Waiver Period) to voluntarily and temporarily waive 0.25% of the 0.50% Rule 12b-1 fees payable to USBCC with respect to the Funds Ordinary Shares pursuant to the Distribution Agreement and Distribution Plan dated April 17, 1985, as amended (Distribution Agreement and Plan). During the Waiver Period the Fund will pay a 12b-1 fee to USBCC in an amount not to exceed 0.25% pursuant to this Agreement. |
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2. |
USBCC acknowledges its obligation during the Waiver Period to waive the Rule 12b-1 fee as set forth above may be modified or terminated during the Waiver Period upon written notice to the Trust and the Fund. The Waiver Period shall become effective June 1, 2007 and shall not be extended beyond July 31, 2008 except as agreed to by both parties in writing. |
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3. |
Notwithstanding anything to the contrary in any predecessor to this Agreement, USBCC agrees that it shall not be entitled to be reimbursed for any portion of the Rule 12b-1 fee USBCC has agreed to waive in this Agreement. |
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4. |
This Agreement is made and to be performed principally in the Commonwealth of Massachusetts and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the Commonwealth of Massachusetts. Any amendment to this Agreement shall be in writing signed by the parties hereto. |
In witness whereof, the parties hereto have caused this Agreement to be signed as of the 18 th day of July 2007.
QUANTITATIVE GROUP OF FUNDS,
on behalf of QUANT EMERGING MARKETS FUND
By: |
/s/ Willard L. Umphrey |
Name: |
Willard L. Umphrey |
Title: |
President |
U.S. BOSTON CAPITAL CORPORATION
By: |
/s/ Elizabeth A. Watson _ |
Name: |
Elizabeth A. Watson |
Title: |
President |
AMENDED AND RESTATED
TRANSFER AGENT AND SERVICE AGREEMENT
between
QUANTITATIVE GROUP OF FUNDS
and
QUANTITATIVE INVESTMENT ADVISORS, INC.
AMENDED AND RESTATED AGREEMENT effective as of April 25, 2007, by and between Quantitative Group of Funds, a Massachusetts business trust doing business as Quant Funds, having its principal office and place of business at 55 Old Bedford Road, Lincoln, MA 01773 (the Fund), and Quantitative Investment Advisors, Inc., a Delaware Corporation, doing business as Quantitative Advisors, having its principal office and place of business at 55 Old Bedford Road, Lincoln, MA 01773 (QA) which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934.
WHEREAS, the Fund is authorized to issue its shares of beneficial interest (Shares) in separate Series, with each such Series representing interests in a separate portfolio of securities and other assets; and
WHEREAS, the Fund intends to presently offer Shares in Series, as identified in Exhibit A attached hereto (such Series, together with all other Series subsequently established by the Fund and made subject to this Agreement in accordance with Article 13, being herein referred to as the Series);
WHEREAS, the Fund desires to appoint QA as its transfer agent, dividend disbursing agent and agent in connection with certain other activities; and QA desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. |
Terms of Appointment; Duties of QA. |
1.1 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints QA to act as, and QA agrees to act as its transfer agent for the Shares, dividend disbursing agent and agent in connection with any accumulation, open account or similar plans provided to the shareholders of the Fund (Shareholders) and set out in the Prospectus and/or Statement of Additional Information of the Fund, including without limitation any periodic investment plan or periodic withdrawal program.
1.2 |
QA agrees that it will perform the following services: |
(a) In accordance with procedures established from time to time by agreement between the Fund and QA, QA shall:
(i) receive for acceptance, orders for the purchase of Shares of each Series and promptly deliver payment and appropriate documentation therefore to the Custodian of the Fund authorized pursuant to the Agreement and Declaration of Trust of the Fund (the Custodian) and will instruct the Custodian as to the account of which Series such payment should be credited to;
(ii) pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;
(iii) receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation therefore to the Custodian identifying to the Custodian the Series whose Shares are being redeemed;
(iv) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;
(v) effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;
(vi) prepare and transmit (or credit to the appropriate Shareholder account) payments for dividends and distributions declared with respect to each Series;
(vii) maintain records of account for and advise the Fund and its Shareholders as to the foregoing;
(viii) provide the Fund with a internet site whereby shareholders may receive information about their funds, daily pricing of the shares of the Fund, performance of each series of the Fund, information about individual shareholders accounts through the use of a password protected portion of the internet site and providing a method by which existing and new shareholders may make additional investments in the Funds series and;
(b) |
In addition to and not in lieu of the services set forth in the above paragraph (a), QA shall: |
(i) perform all of the customary services of a transfer agent, dividend disbursing agent and as relevant, agent in connection with accumulation, open account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and prospectuses to current Shareholders, withholding taxes on non resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information;
(ii) provide a system which will enable the Fund to monitor the total number of Shares sold in each State. The Fund shall (A) identify to QA in writing those transactions to be treated as exempt from blue sky reporting for each state and (B) verify the establishment of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of QA for the Funds blue sky state registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above.
Procedures applicable to certain of these services may be established from time to time by agreement between the Fund and QA.
2. |
Fees and Expenses. |
2.1 For performance by QA pursuant to this Agreement, the Fund agrees to pay QA a fee as set out in the fee schedule attached hereto as Exhibit B. Such fees and out of pocket expenses and advances identified under Section 2.2 below may be changed from time to time subject to mutual written agreement between the Fund and QA.
2.2 In addition to the fee paid under 2.1 above, the Fund agrees to reimburse QA for out of pocket expenses or advances incurred by QA for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by QA at the request or with the consent of the Fund will be reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses within five days following the mailing of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to QA by the Fund at least seven (7) days prior to the mailing date of such materials.
3. |
Representations and Warranties of QA. |
QA represents and warrants to the Fund that:
3.1 It is a corporation duly organized and existing and in good standing under the laws of Delaware.
3.2 |
It is duly qualified to carry on its business in the Commonwealth of Massachusetts. |
3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
4. |
Representations and Warranties of the Fund. |
The Fund represents and warrants to QA that:
4.1 It is a Massachusetts business trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.3 All proceedings required by said Agreement and Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.
4.4 It is an open-end and non-diversified management investment company registered under the Investment Company Act of 1940.
4.5 A registration statement under the Securities Act of 1933 with respect to all Shares of any Series being offered for sale will be effective before any Shares of any Series are issued and sold and will remain effective, and appropriate state securities law filings with respect to all Shares of any Series being offered for sale will have been made before any Shares of any Series are issued and sold and will continue to be made before any Shares of any Series are issued and sold.
5. |
Indemnification. |
5.1 QA shall not be responsible for, and the Fund shall indemnify and hold QA harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
(a) All actions of QA or its agents or subcontractors required to be taken pursuant to this Agreement;
(b) The Funds refusal or failure to comply with the terms of this Agreement, or which arise out of the Funds lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder;
(c) The reliance on or use by QA or its agents or subcontractors of information, records and documents which (i) are received by QA or its agents or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or any other person or firm on behalf of the Fund;
(d) The reliance on, or carrying out by QA or its agents or subcontractors of any instructions or requests of the Fund;
(e) The offer or sale of Shares in violation of any requirement under the federal securities laws or any States securities laws, failure of such Shares be registered in such State or if such Shares are in violation of any stop order or other determination or ruling by any federal agency or State with respect to the offer or sale of such Shares in such State unless such violation results from any action or omission by QA or any of its agents or subcontractors which fails to comply with written instructions of the Fund or any officer of the Fund that no offers or sales be made in general or to the residents of a particular State; provided, however, that the Fund shall not indemnify or hold QA harmless from and against any losses, damages, costs, charges, counsel fees, payments, expenses or liability arising out of or attributable to any actions or omissions of QA taken or made in bad faith or resulting from QAs negligence or willful misconduct.
5.2 QA shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by QA as a result of QAs lack of good faith, negligence or willful misconduct,
5.3 At any time QA may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by QA under this Agreement, and QA and it agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or taken or omitted by it in reliance upon the opinion of such counsel. QA, it agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the
proper officer or agent of the Fund, or upon any instruction, information, data, records or documents provided QA or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. QA, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.
5.4 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
5.5 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder.
5.6 In order for the indemnification provisions contained in this Article 5 to apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other partys prior written consent.
6. |
Covenants of the Fund and QA. |
6.1 |
The Fund shall promptly furnish to QA the following: |
(a) A certified copy of the resolution of the Trustees of the Fund authorizing the appointment of QA and the execution and delivery of this Agreement.
(b) A copy of the Agreement and Declaration of Trust and By-Laws of the Fund and all amendments thereto.
6.2 QA hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.
6.3 QA shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, QA agrees that all such records prepared or maintained by QA relating to the services to be performed by QA hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.
6.4 QA and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.
6.5 In case of any requests or demands for the inspection of the Shareholder records of the Fund, QA will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. QA reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.
7. |
Termination of Agreement. |
7.1 This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other.
7.2 Should this Agreement be terminated, all out of pocket expenses associated with the movement of records and material will be borne by the Fund. Additionally, QA reserves the right to charge for any other reasonable expenses associated with such termination.
8. |
Assignment. |
8.1 Neither this Agreement nor any rights or obligations hereunder may be assigned by QA without the written consent of the Fund.
8.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
9. |
Amendment. |
9.1 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Trustees of the Fund.
10. |
Massachusetts Law, to Apply. |
10.1 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.
11. |
Merger of Agreement. |
11.1 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
12. |
Limitation of Liability of Trustees and Shareholders. |
12.1 A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually, and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Fund.
13. |
Additional Series. |
13.1 In the event that the Fund establishes one or more Series of Shares in addition to those identified in Exhibit A attached hereto with respect to which it desires to have QA render services as transfer agent under the terms hereof, it shall so notify QA in writing, and if QA agrees in writing to provide such services, such Series of Shares shall become a Series hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written.
Quantitative Group of Funds
By: |
/s/ Willard L. Umphrey |
Willard L. Umphrey, President
Attest:
Quantitative Investment Advisors, Inc.
By: |
/s/ Willard L. Umphrey |
Willard L. Umphrey, President
Attest:
EXHIBIT A
Quantitative Small Cap Fund
Quantitative Long/Short Fund
Quantitative Emerging Markets Fund
Quantitative Foreign Value Fund
EXHIBIT B
FEES:
QA shall be paid a fee, computed and paid monthly, at an annual rate of 0.16% of the aggregate average daily net asset value of each series of the Trust, such fee to be payable in arrears by the 15th of each month.
OUT OF POCKET EXPENSES:
Out of pocket expenses include, but are not limited to: legal fees, confirmation production, report preparation, postage, forms, telephone, microfilm or microfiche, and expenses incurred at the specific direction of the Fund, as agreed upon from time to time.
|
Columbia Partners, LLC Investment Management |
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1.1 |
CODE OF ETHICS |
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I. |
Introduction |
Columbia Partners and all of its Employees owe a fiduciary duty to Columbia Partners clients. As a fiduciary, you must avoid activities, interests and relationships that may interfere or appear to interfere with making decisions in the best interests of Columbia Partners clients. Accordingly, Columbia Partners has adopted this Code of Ethics (the Code) which:
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A. |
Seeks to place the interests of Columbia Partners clients over the interests of any Employee; |
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B. |
Imposes standards of business conduct for all Columbia Partners Employees; |
|
C. |
Requires Employees to comply with the Federal Securities Laws; |
|
D. |
Regulates Employee personal Securities transactions; and |
|
E. |
Requires reporting and review of personal Securities transactions. |
This Code uses various defined terms. Some of those terms are defined in the body of the Code. In addition, other terms are defined in the Definitions section found at the end of this Code.
|
II. |
Employees to Whom This Code Applies |
This Code applies to all Employees of Columbia Partners. All Employees are required to retain a copy of this Code.
|
III. |
Business Conduct Standards |
All Employees are required to comply with the fiduciary duties placed on investment advisers including but not limited to the following standards of conduct:
|
A. |
Do Not Engage in Fraudulent Activity |
Information obtained in the course of business activities for Columbia Partners, which is not otherwise generally available to the public, is proprietary and strictly confidential. In particular, no Employee shall (i) misuse material, non-public information whether obtained in the course of business activities for Columbia Partners or otherwise; (ii) employ any device, scheme or artifice to defraud clients of Columbia Partners; (iii) make any untrue statement of a material fact to clients or potential clients of Columbia Partners; (iv) engage in any act, practice, or course of business which operates to defraud or deceive clients or potential clients of Columbia Partners; (v) engage in any manipulative practice with respect to clients or potential clients of Columbia Partners; or (vi) misappropriate any assets or investment opportunities of a client.
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B. |
Unlawful Actions |
It is unlawful or any Employee of Columbia Partners., in connection with the purchase or sale, directly or indirectly, by the person of a Covered Security to be Held or to be Acquired by a Columbia Partners Client Account:
|
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To employ any device, scheme or artifice to defraud the Columbia Partners Client Account; |
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|
To make any untrue statement of a material fact to the Columbia Partners Client Account or omit to state a material fact necessary in order to make the statements made to the Columbia Partners Client Account, in light of the circumstances under which they are made, not misleading; |
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To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Columbia Partners Client Account; or |
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To engage in any manipulative practice with respect to the Columbia Partners Client Account. |
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C. |
Place the Interests of Client Accounts First |
Columbia Partners has a fiduciary duty to place at all times the interests of Columbia Partners clients first. As fiduciaries you must scrupulously avoid serving your own personal interests ahead of the interests of Columbia Partners clients. You may not cause a client to take action, or not to take action, for your personal benefit rather than the benefit of the client.
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D. |
Execute Personal Securities |
Transactions in Compliance with this Code
Your personal Securities transactions must be conducted in such a manner to avoid any actual, potential or perceived conflict of interest or any abuse of an individuals position of trust and responsibility. Accordingly, you must comply with the personal trading policies and procedures set forth in this Code. Doubtful situations should be resolved against your personal trading.
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E. |
Compliance with Federal Securities Laws |
Employees must obey all laws and regulations applicable to Columbia Partners business, including but not limited to, the Federal Securities Laws.
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IV. |
Personal Trading Activity |
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A. |
Prohibition Against Fraudulent Trading Activity |
As a general matter, it is a violation of federal law and the policies of Columbia Partners for any of its Employees to engage in any act, practice or course of business in connection with the purchase or sale of any Securities for an Employee Account which violates any of the Federal Securities Laws designed to prevent fraudulent, deceptive, or manipulative acts. Two common examples of such prohibited activities are described below. However, any fraudulent practice in connection with the purchase or sale of Securities for Employee Accounts is prohibited by the Federal Securities Laws and Columbia Partners. Employee Account is defined at the end of this Code of Ethics. However, generally, it includes but is not limited to 1) each Employees personal account; and 2) any account of any member of an Employees family residing with him/her; or 3) any other account including a trust or partnership, over which the Employee or his or her family member exercises investment discretion.
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B. |
Common Examples of Fraudulent Personal Trading |
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(i) |
General Prohibition Against Front-Running |
The practice of trading on the basis of the anticipated market effect of trades for Client Accounts, which is known as front-running, or scalping, is a violation of the Federal Securities Laws.
Examples of front-running or scalping include:
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(a) |
An Employee Account uses knowledge of a future purchase of a security by a Client Account and acquires direct or indirect ownership in the security before the Client Account buys the security. |
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(b) |
An Employee Account uses knowledge of a future sale of a security by a Client Account and sells (short or long) the security before the Client Account sells the security. |
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(ii) |
General Prohibition Against Trading |
Client Accounts to Benefit Employees
The practice of trading a Client Account for the purpose of benefiting an Employees Account is prohibited by the Federal Securities Laws.
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C. |
Prohibition on Initial Public Offerings |
Employee Accounts are prohibited from acquiring any securities in an initial public offering.
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D. |
Blackout Period |
Employee Accounts may not trade securities within 7 calendar days of a client trade or within 7 days of when a Portfolio Manager or Trader is planning to trade that security for a client. However, in instances where the entire position in a security is being sold out of all client portfolios, it is acceptable for an Employee Account to sell that security one day after the completion of the sale in the clients portfolios. Any profits realized on trades which violate this policy may be required to be disgorged. The 7 day blackout period does not apply to any Employee Account in which the Employee and his or her family member have no investment discretion and any trades made by an Employee Account under a DRIP program or Automatic Investment Program (collectively Automatic Trades).
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E. |
Ban on Short-Term Trading |
Employee Accounts are not allowed to profit from the purchase and sale, or sale and purchase, of the same security (or to have a roundtrip purchase and sale of the same security within 60 calendar days). Any profits realized on such short-term trades may be required to be disgorged.
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F. |
Compliance with Mutual Fund Trading Restrictions |
Employees are required to strictly abide by any and all insider trading rules, frequency of trading and trading deadline restrictions contained in the prospectus of any mutual fund in which the Employee invests.
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V. |
Clearance of Personal Securities Transactions |
Employees must preclear all trades in their Employee Account in the manner described below unless the trade falls under one of the exemptions described below.
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A. |
Private Placement Transactions |
and Quant Fund Transactions
An Employee Account may not engage in transactions in Limited Offerings, privately offered securities or in shares of the Quant funds unless the transactions are precleared by the CCO
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B. |
Manner of Clearing Transactions in Securities other than Private Placements/Quant Funds |
For trades in Covered Securities other than Limited Offerings, private placements and/or the Quant Funds, Employees must clear all trades in their Employee Account in the manner described below. However, these clearance requirements do not apply to receipt of gifts or bequests of securities (i.e. those which are entirely not controlled by the owner of the Employee Account) and trades in commodities.
Before an Employee or its family member executes a trade for an Employee Account the Employee must take the following steps:
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(i) |
Produce an AXYS report to determine whether any client accounts own the security. |
|
(ii) |
Produce a Master Transaction Report |
|
(iii) |
The Employee must receive assurance by email from each Columbia Partners portfolio manager that no transactions are planned in the security for the next 7 days for the Employee Account. |
Once an employee determines that the Firm has not purchased shares within the last seven days and that the portfolio teams do not intend to purchase or sell the stock within the next five days, the employee is free to trade. He submits the above information to Compliance for tracking and is required to certify periodically that he is in compliance with the Firms policies.
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VI. |
Reporting of Personal Securities |
Transactions by Employee Accounts
All Employees are under a duty to complete and provide the reports described below. The Legal Department shall establish and maintain procedures by which appropriate management or compliance personnel will review the account statements and the reports required to be made pursuant to this reporting section.
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A. |
Initial Holdings Reports |
All Employees must report no later than ten (10) days after becoming an Employee of Columbia Partners to the CCO the below information which must be current as of a date no more than forty-five (45) days prior to becoming an Employee.
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the title and type of security, the exchange ticker symbol or CUSIP number (if applicable), number of shares and principal amount of each Covered Security including but not limited to Limited Offerings, private placements, and hedge fund interests in which the Employee has any direct or indirect Beneficial Ownership; |
|
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the name of the entity with which the Employee maintains an account in which any Securities are held for the direct or indirect benefit of the Employee 1 ; and |
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the date that the report is submitted by the Employee. |
The form used to report initial personal holdings is set forth in Appendix N to this Manual unless, subject to the CCOs approval, you turn in brokerage statements containing all the information required in the Initial Holdings Reports.
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B. |
Monthly Transaction Reports |
_________________________
1 Please note the information required by this Item Number 2 of the Initial Holdings Report applies to a broader array of securities than Item Number 1. In providing the information required by Item Number 1, you only need to consider Covered Securities in which you had any direct or indirect Beneficial Ownership. However, in providing the information required by Item Number 2 you need to consider accounts holding all Securities in which you have a direct or indirect Beneficial Ownership interest. For instance, you need to identify entities that hold securities such as mutual fund shares that you invest in through your 401(k) plan or IRAs.
Every Employee must report to the CCO at the end of each month but no later than thirty (30) days after the end of the calendar month, the following information:
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(i) |
With respect to any transaction during the month in a Covered Security including but not limited to Limited Offerings, private placements, and hedge fund interests in which the Employee had any direct or indirect Beneficial Ownership unless such transaction was effected pursuant to an Automatic Investment Plan: |
|
(a) |
the date of the transaction, the title, the exchange ticker symbol or CUSIP number (if applicable), the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved; |
|
(b) |
the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
|
(c) |
the price of the Covered Security at which the transaction was effected; |
|
(d) |
the name of the entity with or through which the transaction was effected; and |
|
(e) |
the date that the report is submitted by the Employee. |
This includes reporting Securities acquired through a gift or inheritance .
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(ii) |
If brokerage statements submitted to the CCO cover all transactions in Covered Securities in which the Employee had any direct or indirect Beneficial Ownership interest in the month and is produced to the CCO within the time period required for a Monthly Transaction Report (i.e., within thirty (30) days after the end of the applicable month), then such Employee need only represent on the securities transaction portion of the Monthly Transaction Report: |
|
(a) |
that he/she has directed all broker-dealers who hold any Covered Securities in which such Employee has a Beneficial Ownership interest to send duplicate confirmations and account statements to the Retail Trading Supervisor; and |
|
(b) |
the form of such confirmations, account statements or records provided to the CCO contain all the information required in a Monthly Transaction Report. |
|
(c) |
With respect to any account established by an Employee during the month in which any securities were held during the quarter for the direct or indirect benefit of the Employee the Employee must report
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|
i |
the name of the broker, dealer or bank with whom the Employee established the account; |
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ii |
the date the account was established; and |
|
iii |
the date that the report is submitted by the Employee. |
The Form used for the Monthly Transaction Report is found in Appendix O to this Manual.
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C. |
Annual Holdings Reports |
At least once each year, on a date set by the CCO each Employee must report to the CCO the following information which must be current as of a date no more than forty-five (45) days prior to the date the report is submitted:
|
|
the title and type of security, the exchange ticker symbol or CUSIP number (if applicable), number of shares |
_________________________
2 Please note the information required by this Item Number 3(c) of the QuarterlyMonthly Transaction Report applies to a broader array of securities than Item Number 1. In providing the information required by Item Number 1, you only need to consider Covered Securities in which you had any direct or indirect Beneficial Ownership. However, in providing the information required by Item Number 2 you need to consider accounts holding all Securities in which you have a direct or indirect Beneficial Ownership interest. For instance, you need to identify entities that hold securities such as mutual fund shares that you invest in through your 401(k) plan or IRAs.
and principal amount of each Covered Security including but not limited to Limited Offerings, private placements, and hedge fund interests in which the Employee has any direct or indirect Beneficial Ownership;
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the name of any broker, dealer or bank with whom the Employee maintains an account in which any Securities are held for the direct or indirect benefit of the Employee 3 ; and |
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The date that the report is submitted by the Employee. |
The form used to report annual personal holdings is set forth in Appendix P to this Manual. Alternatively, if the Legal Department permits, the Employee may turn in brokerage statements containing all the information required in the Annual Holding Reports.
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VII. |
Initial and Annual Certificate of Compliance |
The Employee is required to certify upon commencement of the Employees(or the effective date of this Code), and annually thereafter, that the Employee has received, read and understand this Code and recognize that the Employee is subject to this Code. Each annual certificate will also state that the Employee has complied with the requirements of this Code during the prior year, and that the Employee has disclosed, reported, or caused to be reported all transactions required by this Code. In addition, Employees certify that duplicates of their brokerage statements and confirms are being sent automatically to Compliance and that Compliance has the account numbers of Employee brokerage accounts. A sample form for this purpose is found in Appendix.
Columbia Partners is required by law to keep a record of all violations of this Code including the failure by an Employee to submit a transaction or holding reports required by this code on time. The SEC has access to that record during an inspection.
_________________________
3 Please note the information required by this Item Number 2 of the Annual Holdings Report applies to a broader array of securities than Item Number 1. In providing the information required by Item Number 1, you only need to consider Covered Securities in which you had any direct or indirect Beneficial Ownership. However, in providing the information required by Item Number 2 you need to consider accounts holding all Securities in which you have a direct or indirect Beneficial Ownership interest. For instance, you need to identify entities that hold securities such as mutual fund shares that you invest in through your 401(k) plan or IRAs.
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VIII. |
Reporting of Violations |
If you become aware of any violation(s) or potential violation(s) of any of the provisions of this Code, you must report such violation(s) or potential violation(s) promptly to the COO. Failure to report any violation(s) of this Code, that you are aware of, in a prompt manner will be considered itself a violation of the Code and subject to remedial action.
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IX. |
Definitions |
The definitions below apply to this Section 9.1 of the Compliance Manual only.
|
A. |
Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. |
|
B. |
Beneficial Ownership means any interest in securities where a person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share a direct or indirect pecuniary interest in such securities. While the definition of Pecuniary Interest is complex, an Employee generally has a pecuniary interest in securities if such Employee has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. Appendix Q to this Manual gives examples of an indirect Pecuniary Interest in securities. |
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C. |
Covered Security means a Security as defined in item H below (in effect, all Securities) except that it shall not include direct obligations of the Government of the United States; bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; money market fund shares, shares issued by open-end investment companies registered under the 1940 Act other than Reportable Funds and shares issued by Exchange Traded Funds organized as open-end investment companies registered under the 1940 Act other than Reportable Funds. |
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D. |
Employee Account means any account in which an Employee has a direct or indirect Beneficial Ownership interest in the Securities held in the account . |
|
E. |
Federal Securities Laws means the Securities Act of 1933, as amended (Securities Act), the Securities Exchange Act of 1934 (Exchange Act), the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. |
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F. |
Initial Public Offering means an offering of Securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. |
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G. |
Limited Offering means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 promulgated thereunder. |
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H. |
Registered Investment Company means an investment company registered under the 1940 Act advised or sub-advised by Columbia Partners HVB Partners, L.L.C. |
|
I. |
Reportable Fund means (i) any investment company registered under the 1940 Act (mutual fund) for which Columbia Partners serves as an investment adviser or (ii) any mutual fund whose investment adviser or principal underwriter controls, is controlled by or is under common control with Columbia Partners. |
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J. |
Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment |
contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of Securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security of the foregoing.
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K. |
Unregistered Investment Company means an investment company exempt from registration under the 1940 Act. |
|
L. |
Covered Security to be Held or to be Acquired by a Columbia Partners Client Account means any Covered Security which, within the most recent 15 days: |
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is or has been held by a Columbia Partners Client Account; or |
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is being or has been considered by Columbia Partners for purchase by a Columbia Partners Client Account |
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June 30, 2007 |
CODE OF ETHICS
PanAgora Asset Management, Inc.
CODE OF ETHICS
4
It is the personal responsibility of every PanAgora employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders and other clients, or to do anything that could damage or erode the trust our fund shareholders and other clients place in PanAgora and its employees.
TABLE OF CONTENTS
2
3
4
This overview is provided only as a convenience and is not intended to substitute for a careful reading of the complete document. As a condition of continued employment, every PanAgora employee is required to read, understand, and comply with the provisions of the entire Code of Ethics. Additionally, employees are expected to comply with the policies and procedures contained within PanAgoras Compliance Program, which can be accessed online through PAMZone or in hard copy through the Code of Ethics Officer.
It is the personal responsibility of every PanAgora employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its employees. This is the spirit of the Code of Ethics. In accepting employment at PanAgora, every employee accepts the absolute obligation to comply with the letter and the spirit of the Code of Ethics. Failure to comply with the spirit of the Code of Ethics is just as much a violation of the Code as failure to comply with the written rules of the Code.
The rules of the Code cover activities, including personal securities transactions, of PanAgora employees, certain family members of employees, and entities (such as corporations, trusts, or partnerships) that employees may be deemed to control or influence.
Sanctions will be imposed for violations of the Code of Ethics. Sanctions may include monetary fines, bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment. The proceeds resulting from monetary sanctions will be given to a charity chosen by the Code of Ethics Officer.
Insider trading
PanAgora employees are forbidden to buy or sell any security while either PanAgora or the employee is in possession of material, non-public information (inside information) concerning the security or the issuer. A violation of PanAgoras insider trading policies may result in criminal and civil penalties, including imprisonment, disgorgement of profits, and substantial fines. An employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer or the Deputy Code of Ethics Officer. See Appendix A: Overview of Insider Trading .
Conflicts of interest
The Code of Ethics imposes limits on activities of PanAgora employees where the activity may conflict with the interests of PanAgora or its clients. These include limits on the receipt and solicitation of gifts and on service as a fiduciary for a person or entity outside of PanAgora.
5
For example, PanAgora employees generally may not accept gifts over $100 in total value in a calendar year from any entity or any supplier of goods or services to PanAgora. In addition, a PanAgora employee may not serve as a director of any corporation or other entity without prior written approval of the Code of Ethics Officer, and PanAgora employees may not be members of investment clubs.
Confidentiality
Information about PanAgora clients and PanAgora investment activity and research is proprietary and confidential and may not be disclosed or used by any PanAgora employee outside PanAgora without a valid business purpose.
PanAgora/Putnam mutual funds
All employees and certain family members are subject to a minimum 90-day holding period for shares in PanAgora and Putnams open-end mutual funds. This restriction does not apply to PanAgora or Putnams money market funds or Putnams Stable Value Fund. Except in limited circumstances, all employees must hold any PanAgora or Putnam open-end fund shares in accounts at PanAgora or Putnam Preferred Access.
Personal securities trading
PanAgora employees may not buy or sell any security for their own account without clearing the proposed transaction in advance. Clearance is facilitated through the Personal Trading Assistant (PTA), the online pre-clearance system for equity securities, and directly with the Code of Ethics Administrator for fixed-income securities and transactions in PanAgora or Putnam closed-end funds. Certain securities are exempted from this pre-clearance requirement (e.g., shares of open-end (not closed-end) mutual funds).
PanAgora employees may not buy any securities in an initial public offering or in a private placement, except in limited circumstances when prior written authorization is obtained.
Clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Standard Time (EST) on the day of the trade. A clearance is valid only for the day it is obtained . PanAgora employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees will be prohibited from making more than 10 trades in individual securities within a quarter. Trading in excess of this level will be reviewed with the Code of Ethics Oversight Committee.
Short selling
PanAgora employees are prohibited from short selling any security, whether or not it is held in a PanAgora client portfolio, except that short selling against broad market indexes and against the box are permitted. Note, however, that short selling against the box
6
or otherwise hedging an investment in shares of Marsh & McLennan (MMC) or Great West Life and affiliates stock is prohibited.
Confirmations of trading and periodic account statements
All PanAgora employees must have their brokers send duplicate confirmations and statements of personal securities transactions , including transactions of those who share the same household as the employee or for accounts over which the employee has investment discretion, to the Code of Ethics Officer. Employees must contact the Code of Ethics Administrator to (a) obtain an authorization letter from PanAgora to hold the account (b) provide instructions to the broker in establishing the Rule 407 Letter from PanAgora for setting up a personal brokerage account and (c) enter broker account profile into PTA.
Quarterly and annual reporting
All employees of PanAgora are Access Persons. Access persons must report all their securities transactions in each calendar quarter to the Code of Ethics Officer within 15 days after the end of the quarter. All Access Persons must disclose all personal securities holdings (even those to which pre-clearance may not apply) upon commencement of employment, quarterly and thereafter on an annual basis. If you fail to report as required, salary increases and bonuses may be reduced. Egregious conduct, e.g., willful failures to report, will be subject to harsher sanctions, which may include termination of employment.
IPOs and private placements
PanAgora employees may not buy any securities in an initial public offering or in a private placement, except in limited circumstances when prior written authorization is obtained.
Personal securities transactions by Access Persons
and certain investment professionals
The Code imposes several special restrictions on personal securities transactions by Access Persons and certain investment professionals, which are summarized as follows. (Refer to Section II for details):
90-Day Short Term Holding Period . No Access Person shall purchase and then sell at a profit, or sell and then repurchase at a lower price, any security or related derivative security within 90 calendar days.
7-Day Rule. Before a portfolio manager or research analyst places an order to buy a security for any portfolio he manages/researches, he must sell from his personal account any such security or related derivative security purchased within the preceding seven calendar days and disgorge any profit from the sale.
7
Blackout Rules . No portfolio manager or research analyst may sell any security or related derivative security for her personal account until seven calendar days have passed since the most recent purchase of that security or related derivative security by any portfolio she manages/researches. No portfolio manager or research analyst may buy any security or related derivative security for his personal account until seven calendar days have passed since the most recent sale of that security or related derivative security by any portfolio he manages/researches.
Contra-Trading Rule . No portfolio manager may sell out of her personal account any security or related derivative security that is held in any portfolio she manages unless she has received the written approval of an appropriate Director in your group and the Code of Ethics Officer.
No portfolio manager may cause a PanAgora client to take action for the managers own personal benefit.
Similar rules limit personal securities transactions by analysts and directors. Please read these rules carefully as you are responsible for understanding the restrictions.
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It is the personal responsibility of every PanAgora employee to avoid any conduct that would create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its employees. This is the spirit of the Code of Ethics. In accepting employment at PanAgora, every employee also accepts the absolute obligation to comply with the letter and the spirit of the Code of Ethics. Failure to comply with the spirit of the Code of Ethics is just as much a violation of the Code as failure to comply with the written rules of the Code. Sanctions will be imposed for violations of the Code of Ethics, including the Codes reporting requirements.
Sanctions will include bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment.
PanAgora is required by law to adopt a Code of Ethics. The purposes of the law are to ensure that companies and their employees comply with all applicable laws and to prevent abuses in the investment advisory business that can arise when conflicts of interest exist between the employees of an investment advisor and its clients. By adopting and enforcing a Code of Ethics, we strengthen the trust and confidence reposed in us by demonstrating that, at PanAgora, client interests come before personal interests.
The Code that follows represents a balancing of important interests. On the one hand, as a registered investment advisor, PanAgora owes a duty of undivided loyalty to its clients, and must avoid even the appearance of a conflict that might be perceived as abusing the trust they have placed in PanAgora. On the other hand, PanAgora does not want to prevent conscientious professionals from investing for their own account where conflicts do not exist or are so attenuated as to be immaterial to investment decisions affecting PanAgora clients.
When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, PanAgora employees owe a fiduciary duty to PanAgora clients. In most cases, this means that the affected employee will be required to forego conflicting personal securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting PanAgora client portfolios or taking unfair advantage of the relationship PanAgora employees have to PanAgora clients.
The Code contains specific rules prohibiting defined types of conflicts. Because every potential conflict cannot be anticipated in advance, the Code also contains certain general provisions prohibiting conflict situations. In view of these general provisions, it is critical that any individual who is in doubt about the applicability of the Code in a given situation seek a determination from the Code of Ethics Officer about the propriety of the conduct in advance. The procedures for obtaining such a determination are described in Section
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VI of the Code.
It is critical that the Code be strictly observed. Not only will adherence to the Code ensure that PanAgora renders the best possible service to its clients, it will ensure that no individual is liable for violations of law.
It should be emphasized that adherence to this policy is a fundamental condition of employment at PanAgora. Every employee is expected to adhere to the requirements of this Code of Ethics despite any inconvenience that may be involved. Any employee failing to do so may be subject to such disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Officer, the Code of Ethics Oversight Committee or the Chief Executive Officer of PanAgora.
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DEFINITIONS : Code of Ethics
The words below are defined specifically for the purpose of PanAgoras Code of Ethics.
Gender references in the Code of Ethics alternate.
Rule of construction regarding time periods
Unless the context indicates otherwise, time periods used in the Code of Ethics shall be measured inclusively, i.e., beginning on the dates from which the measurement is made.
EXCEPTIONS
Unless the context indicates otherwise, there will be no exceptions to the rules.
Access Persons
All employees of PanAgora are considered Access Persons.
Closed-end Fund
A fund with a fixed number of shares outstanding and which does not redeem shares the way a typical mutual fund does. Closed-end funds typically trade like stocks on exchange .
Code of Ethics Administrator
The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, nondiscretionary administration of this Code. The current Code of Ethics Administrator is Courtney Czekanski, who can be reached at extension x6673.
Code of Ethics Officer
The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Code. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of PanAgora. If the Code of Ethics Officer is unavailable, the Deputy Code of Ethics Officer shall act in his or her stead. The Code of Ethics Officer is Louis X. Iglesias. The Deputy Code of Ethics Officer is Courtney B Czekanski.
Code of Ethics Oversight Committee
Has oversight responsibility for administering the Code of Ethics. Members include the Code of Ethics Officer and other members of PanAgoras senior management approved by the Chief Executive Officer of PanAgora.
Considered Securities Limited Sale Rule
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This rule permits a sale (but not a purchase) of a security up to 250 shares per day if the market capitalization of the security is $500 million to $5 billion.
Discretionary Account
An account for which the holder gives his/her broker or investment advisor (but not an immediate family member) complete authority to make management decisions to buy and sell securities (also called controlled account or managed accocunt).
Exchange Traded Fund (ETF)
A fund that tracks an index, but can be traded like a stock, ETFs always bundle together the securities that are in an index. Examples include (but are not limited to): SPDRs, WEBs, QQQQs, iShares, HLDRs.
Immediate family
Spouse, domestic partner, minor children, or other relatives living in the same household as the PanAgora employee. All pre-clearance and reporting applies to immediate family members.
Narrow-based derivative
A future, swap, put or call option, or similar derivative instrument whose return is determined by reference to fewer than 25 underlying issuers. Single stock futures and exchange traded funds based on fewer than 25 issuers are included.
Personal Trading Assistant (PTA)
The Personal Trading Assistant (PTA) is an intuitive, browser-based application that provides an automated and streamlined mechanism for managing employee personal trading practices, e.g. pre-clearance, reporting and certifications in accordance with regulatory requirements and PanAgoras Code of Ethics.
Policy statements
The Policy Statement Concerning Insider Trading Prohibitions attached to the Code as Appendix A and the Policy Statement Regarding Employee Trades in Shares of PanAgora or Putnam closed-end funds attached to the Code as Appendix B.
Private placement
Any offering of a security not offered to the public and not requiring registration with the relevant securities authorities.
Purchase or sale of a security
Any acquisition or transfer of any interest in the security for direct or indirect
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consideration; this includes the writing of an option. This definition includes any transfer of a security by an employee as a gift to an individual or a charity.
PanAgora
Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.
PanAgora client
Any of the PanAgora mutual funds, or any advisory, trust, or other client of PanAgora.
PanAgora employee (or employee)
Any employee of PanAgora.
Restricted list
The list established in accordance with Rule 1 of Section I.A.
Security
The following instruments are defined as securities and require pre-clearance:
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Any type or class of equity or debt security; any rights relating to a security, such as warrants, convertible securities |
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Closed-end funds |
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Narrow-based derivative |
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Unless otherwise noted, the term security does not include:
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Currencies |
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Direct and indirect obligations of the U.S. government and its agencies |
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Commercial paper |
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Certificates of deposit |
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Repurchase agreements |
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Bankers acceptances |
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Any other money market instruments |
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Exchange traded index funds containing a portfolio or securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQs) |
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Commodities |
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Any option on a broad-based market index or an exchange-traded futures contract or option |
Selling Short
The sale of a security that the investor does not own in order to take advantage of an anticipated decline in the price of the security. In order to sell short, the investor must borrow the security from his broker in order to make delivery to the buyer.
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Selling Short Against the Box
A short sale where the investor owns the security, but does not want to use the shares for delivery, so he borrows them from the brokerage firm.
Transaction for a personal account (or personal securities transaction)
Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a PanAgora employee or immediate family member is a general partner or a partner with investment discretion; (d) for the account of a trust in which a PanAgora employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora client account, which receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion.
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SECTION I: Personal Securities Rules for All Employees
A. Pre-clearance and the Restricted List
Rule 1 Pre-clearance Requirements and the Personal Trading Assistant (PTA) System
Pre-clearance is required for the following securities:
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MMC Stock |
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Great West Life and affiliates |
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Any type or class of equity or debt security, including corporate and municipal bonds |
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Any rights relating to a security, such as warrants and convertible securities |
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Closed-end funds including Putnam closed-end funds. Country funds as well as other funds that are not tied to an index, are considered closed-end funds and are subject to pre-clearance and reporting requirements, e.g., India Fund (INF), Morgan Stanley Asia Pacific Fund (APF), Central Europe and Russia Fund (CEE). Certain closed-end funds which sometimes are referred to as closed-end ETFs., Blackrock (BKK), Western Asset Emerging (ESD) or Eaton Vance Muni Trust (EVN) are also subnect to pre-clearance and reporting requirements. |
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Any narrow based derivative, e.g. a put or call option on a single security |
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Any security donated as a gift to an individual or a charity |
Pre-clearance is not required for:
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Open-end mutual funds |
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Currencies, Treasuries (T-bills), and direct and indirect obligations of the U.S. government and its agencies |
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Direct and indirect obligations of any member of the country of the Organization for Economic Co-Operation and Development (OECD), commercial paper, certificates of deposit (CDs), repurchase agreements, bankers acceptances, and other money market instruments |
The following are excluded from pre-clearance but not from reporting requirements:
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Exchange-traded index funds (ETFs) containing a portfolio of securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQQs, iShares, HLDRs), and any option on a broad-based market index or an exchange-traded futures contract or option thereon. |
Rule 2: Personal Trading Assistant (PTA) System and Restricted List
No PanAgora employee shall purchase or sell for his personal account any security requiring pre-clearance under Rule 1 without prior clearance obtained through procedures set forth by the Code of Ethics Officer. Equity securities are pre-cleared through the Personal Trading Assistant (PTA) Putnams intranet pre-clearance
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system (under the left column of www.putnam.com/panagora/remoteaccess). Fixed-income securities must be pre-cleared by calling the Code of Ethics Administrator, and there are special rules for trading in PanAgora or Putnam closed-end funds. See Appendix B. Subject to the limited exceptions below, no clearance will be granted for securities appearing on the Restricted List. Securities will be placed on the Restricted List in the following circumstances:
(a) When orders to purchase or sell such security have been entered for any PanAgora client, or the security is being actively considered for purchase for any PanAgora client, unless the security is a nonconvertible investment grade rated (at least BBB by S&P or Baa by Moodys) fixed-income investment;
(b) When such a security is a voting security of a corporation in the banking, savings and loan, insurance, communications, public utilities, or gaming (i.e., casinos) industries, if holdings of PanAgora or Putnam clients in that corporation exceed 7%;
(c) When, in the judgment of the Code of Ethics Officer, other circumstances warrant restricting personal transactions of PanAgora employees in a particular security;
(d) When required under the circumstances described in the Policy Statement Concerning Insider Trading Prohibitions, attached as Appendix A.
Reminder: Securities for an employees personal account include securities owned by certain family members of a PanAgora employee. Thus, this Rule prohibits certain trades by family members of PanAgora employees. See Definitions.
Compliance with this rule does not exempt an employee from complying with any other applicable rules of the Code, such as those described in Section III. In particular, Access Persons and certain investment professionals must comply with the special rules set forth in Section II.
IMPLEMENTATION
An employee wishing to trade any equity security shall first obtain clearance through the Personal Trading Assistant (PTA) system. The system may be accessed online at www.putnam.com/panagora/remote access and selecting Access PTA. Employees may pre-clear securities between 9:00 a.m. and 4:00 p.m. ET. Requests to make personal securities transactions may not be made using the system or presented to the Code of Ethics Administrator before 9:00 a.m. or after 4:00 p.m. ET.
Pre-clearance must be made by calling the Code of Ethics Administrator for fixed-income (munis and corporate) bonds, including non-convertible investment grade rated (BBB by S&P or Baa by Moodys) and Putnam closed-end funds.
The PTA system will inform the employee whether the security may be traded and whether trading in the security is subject to the Large Cap limitation or the Considered
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List Limited Sale Exception. The response of the pre-clearance system as to whether a security appears on the Restricted List and, if so, whether it is eligible for the exceptions set forth after this Rule shall be final, unless the employee appeals to the Code of Ethics Officer, using the procedure described in Section VII, regarding the request to trade a particular security.
A clearance is only valid for trading on the day it is obtained. Trades in securities listed on Asian or European stock exchanges, however, may be executed within one business day after pre-clearance is obtained .
If a security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List. It is the employees responsibility to identify with particularity the class of securities for which permission is being sought for a personal investment.
If the pre-clearance system does not recognize a security, or if an employee is unable to use the system or has any questions with respect to the system or pre-clearance, the employee may consult the Code of Ethics Administrator. The Code of Ethics Administrator shall not have authority to answer any questions about a security other than whether trading is permitted. The response of the Code of Ethics Administrator as to whether a security appears on the Restricted List and, if so, whether it is eligible for any applicable exceptions set forth after this Rule shall be final, unless the employee appeals to the Code of Ethics Officer, using the procedure described in Section VII, regarding the request to trade a particular security.
EXCEPTIONS
A. Large Cap Exception. If a security appearing on the Restricted List is an equity security for which the issuer has a market capitalization (defined as outstanding shares multiplied by current price per share) of over $5 billion, then a PanAgora employee may purchase or sell up to 1,000 shares of the security per day for his personal account. This exception does not apply if the security appears on the Restricted List in the circumstances described in subpart (b), (c), or (d) of Rule 1.
B. Considered List - Limited Sale Rule. As the PanAgora list of securities is broad and inclusive, employees will be permitted to make limited sales (250 shares) but not purchases of securities held in their accounts if trading is blocked solely by the Considered List of securities.
C. Pre-clearing Transactions Effected by Share Subscription . The purchase of securities made by subscription rather than on an exchange are limited to issuers having a market capitalization of $5 billion or more and are subject to a 1,000 share limit. The following are procedures to comply with Rule 1 when effecting a purchase or sale of shares by subscription:
(a) The PanAgora employee must pre-clear the trade on the day he or she submits a
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subscription to the issuer, rather than on the actual day of the trade since the actual day of the trade typically will not be known to the employee who submits the subscription. At the time of pre-clearance, the employee will be told whether the purchase is permitted (in the case of a corporation having a market capitalization of $5 billion or more), or not permitted (in the case of a smaller capitalization issuer).
(b) The subscription for any purchase or sale of shares must be reported on the employees quarterly personal securities transaction report, noting the trade was accomplished by subscription.
(c) Because no brokers are involved in the transaction, the confirmation requirement will be waived for these transactions, although the PanAgora employee must provide the Legal and Compliance Department with any transaction summaries or statements sent by the issuer.
D. Trades in Approved Discretionary Brokerage Accounts . A transaction does not need to be pre-cleared if it takes place in an account that the Code of Ethics Officer has approved in writing as exempt from the pre-clearance requirement. In the sole discretion of the Code of Ethics Officer accounts that will be considered for exclusion from the pre-clearance requirement are only those for which an employees securities broker or investment advisor has complete discretion (a discretionary account) and the following conditions are met (i) the employee certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution, (ii) the compliance department of the employees broker or investment advisor certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution; and (iii) each calendar quarter, the broker or investment advisor sends PanAgoras Code of Ethics Administrator copies of each quarterly statement for the discretionary account. Employees wishing to seek such an exemption must send a written request to the Code of Ethics Administrator.
COMMENTS
Pre-clearance . Subpart (a) of Rule 2 is designed to avoid the conflict of interest that might occur when an employee trades for his personal account a security that currently is being traded or is likely to be traded for a PanAgora client. Such conflicts arise, for example, when the trades of an employee might have an impact on the price or availability of a particular security, or when the trades of the client might have an impact on price to the benefit of the employee. Thus, exceptions involve situations where the trade of a PanAgora employee is unlikely to have an impact on the market.
Regulatory Limits. Owing to a variety of federal statutes and regulations in the banking, savings and loan, insurance, communications, and gaming industries, it is critical that accounts of PanAgora and Putnam clients not hold more than 10% of the voting securities (7% for public utilities) of any issuer in those industries. Because of the risk that the
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personal holdings of PanAgora and Putnam employees may be aggregated with PanAgora and Putnam holdings for these purposes, subpart (b) of this Rule limits personal trades in these areas. The 7% limit will allow the regulatory limits to be observed.
Options . For the purposes of this Code, options are treated like the underlying security. See Definitions. Thus, an employee may not purchase, sell, or write option contracts for a security that is on the Restricted List. The automatic exercise or assignment of an options contract (the purchase or writing of which was previously pre-cleared) does not have to be pre-cleared. Note, however, that the sale of securities obtained through the exercise of options must be pre-cleared.
Involuntary transactions . Involuntary personal securities transactions are exempted from the Code. Special attention should be paid to this exemption. (See Section I.D.)
Tender offers. This Rule does not prohibit an employee from tendering securities from his personal account in response to an any and all tender offer, even if PanAgora clients are also tendering securities. A PanAgora employee is, however, prohibited from tendering securities from his personal account in response to a partial tender offer, if PanAgora clients are also tendering securities.
Gifts of Securities. Pre-clearance is required for securities donated as a gift to a charitable organization or to an individual. Employees are required to provide a figt transfer certificate of the transaction (if produced) to the Code of Ethics Administrator along with an account statement reflecting the gift transaction. Receipt of a securities gift should be reported on the Access Persons Annual Holding Report. Employees who receive a securities gift must report the gift to the Code of Ethics Administrator to make the necessary adjustments in PTA and Access Persons must disclose this holding in PTA.
Rule 3: Marsh & McLennan (MMC), Great West Life and affiliates Securities
All employees trading in MMC, Great West Life or affiliate securities must be pre-cleared in the PTA system. MMC, Great West Life or affiliate securities include stock, options, and any other securities such as debt. Trades in the MMC Employee Stock Purchase Plan and in all Putnam and MMC employee benefit and bonus plans, i.e., reallocating, rebalancing, or exchanging in and out of the 401(k)/Profit/Bonus Plan, etc., are included in this requirement.
Pre-clearance of MMC, Great West Life or affiliate is required when, for example, you:
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Sell MMC out of the Stock Purchase Plan |
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Exchange MMC, Great West Life or affiliate shares into or out of your 401(k)/Profit Sharing/Bonus Plan |
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Reallocate your Putnam fund choices, which results in a buy or sell of MMC, Great West Life or affiliate from your 401(k)/Profit Sharing/Bonus Plan |
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Trade in MMC, Great West Life or affiliate securities in other accounts held outside Putnam |
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Pre-clearance is not required when you:
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Increase/decrease the amount of money that is automatically deducted (systematic plan) from your paycheck and used to purchase MMC, Great West Life or affiliate shares in your 401(k)/Profit Sharing/Stock Purchase Plan |
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Maintain standing instructions to have money deducted (automatic payroll deductions) and want to increase or decrease the percentage allocated, or instruct to reduce it to 0 in your 401(k)/Profit Sharing/Stock Purchase Plan |
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Apply for a loan and/or make withdrawals of the stock from your 401(k)/Profit Sharing Plan |
COMMENTS
All transactions of MMC, Great West Life or affiliate require pre-clearance in PTA before you contact your broker to trade shares in an outside brokerage account or before contacting Smith Barney to sell shares out of your Stock Purchase Plan. Also, if MMC is one of your choices in the 401(k)/Profit Sharing Plan, all exchanges in/out must be cleared. Even though clearance is not required for Putnam mutual funds, if you do not wish to include MMC shares when rebalancing any of your fund choices, which will result in an automatic exchange of your MMC shares, you must remember to exclude MMC shares prior to submitting your changes. If you are investing online, check the box to exclude MMC; or if you are investing by telephone with a Putnam representative, ask to exclude MMC before rebalancing the funds.
Additional MMC, Great West Life or affiliate-related policies:
MMC, Great West Life or affiliate securities may from time to time be restricted due to the federal laws that govern trading on inside information. All transactions are prohibited during this period.
Members of the Executive Board of Directors and members of the Chief Financial Officers senior staff may not trade in MMC, Great West Life or affiliate securities during the period between the calendar quarter-end and the public announcement of MMCs earnings for the quarter.
Transactions in MMC, Great West Life or affiliate securities which are held in Putnams internal plans are not subject to the 90-Day Short-Term Rule (applicable to Access Persons only) or to the holding periods that apply to Putnam mutual funds.
Rule 1: Short-Selling Prohibition
PanAgora employees are prohibited from short selling any security in their own accounts, whether or not the security is held in a PanAgora client portfolio. Employees are prohibited from hedging investments made in securities of MMC, Great West Life and affiliates.
EXCEPTIONS
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Short selling against broad market indexes (such as the Dow Jones Industrial Average, the NASDAQ index, and the S&P 100 & 500 indexes) and short selling against the box are permitted (except that short selling shares of MMC, Great West Life, and affiliates is not permitted).
Rule 2: Initial Public Offerings Prohibition
No PanAgora employee shall purchase any security for her personal account in an initial public offering. Employees are also restricted from participating in Initial Public Offerings via a Discretionary Account.
EXCEPTION
Pre-existing Status Exception . A PanAgora employee shall not be barred by this Rule or by Rule 1(a) of Section I.A. from purchasing securities for her personal account in connection with an initial public offering of securities by a bank or insurance company when the employees status as a policyholder or depositor entitles her to purchase securities on terms more favorable than those available to the general public, in connection with the banks conversion from mutual or cooperative form to stock form, or the insurance companys conversion from mutual to stock form, provided that the employee has had the status entitling her to purchase on favorable terms for at least two years. This exception is only available with respect to the value of bank deposits or insurance policies that an employee owns before the announcement of the initial public offering. This exception does not apply, however, if the security appears on the Restricted List in the circumstances set forth in subparts (b), (c), or (d) of Section I.A., Rule 2.
IMPLEMENTATION
A. General Implementation. An employee shall inquire, before any purchase of a security for her personal account, whether the security to be purchased is being offered pursuant to an initial public offering. If the security is offered through an initial public offering, the employee shall refrain from purchasing that security for her personal account unless the exception applies.
B. Administration of Exception. If the employee believes the exception applies, she shall consult the Code of Ethics Administrator concerning whether the security appears on the Restricted List and if so, whether it is eligible for this exception.
COMMENTS
The purpose of this Rule is designed to avoid the conflict of interest that might occur when an employee trades for his personal account a security that currently is being traded or is likely to be traded for a PanAgora client. Such conflicts arise, for example, when the trades of an employee might have an impact on the price or availability of a particular security, or when the trades of the client might have an impact on price to the benefit of the employee. Thus, exceptions involve situations where the trade of a Putnam employee
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is unlikely to have an impact on the market.
Purchases of securities in the immediate after-market of an initial public offering are not prohibited, provided they do not constitute violations of other portions of the Code of Ethics. For example, participation in the immediate after-market as a result of a special allocation from an underwriting group would be prohibited by Section III, Rule 3 concerning gifts and other favors.
Public offerings subsequent to initial public offerings are not deemed to create the same potential for competition between PanAgora employees and PanAgora clients because of the pre-existence of a market for the securities.
Rule 3: Private Placement Pre-Approval Requirements
No PanAgora employee shall purchase any security for his personal account in a limited private offering or private placement without prior approval from the Code of Ethics Officer. Privately placed limited partnerships and funds such as private equity or hedge funds are specifically included in this Rule.
COMMENTS
The purpose of this Rule is to prevent a PanAgora employee from investing in securities for his own account pursuant to a limited private offering that could compete with or disadvantage PanAgora clients, and to prevent PanAgora employees from being subject to efforts to curry favor by those who seek to do business with PanAgora.
Exemptions to the prohibition will generally not be granted where the proposed investment relates directly or indirectly to investments by a PanAgora client, or where individuals involved in the offering (including the issuers, broker, underwriter, placement agent, promoter, fellow investors and affiliates of the foregoing) have any prior or existing business relationship with PanAgora or a PanAgora employee, or where the PanAgora employee believes that such individuals may expect to have a future business relationship with PanAgora or a PanAgora employee.
An exemption may be granted, subject to reviewing all the facts and circumstances, for investments in:
(a) Pooled investment funds, including hedge funds, subject to the condition that an employee investing in a pooled investment fund would have no involvement in the activities or decision-making process of the fund except for financial reports made in the ordinary course of the funds business, and subject to the condition that the hedge fund does not invest significantly in registered investment companies.
(b) Private placements where the investment cannot relate, or be expected to relate, directly or indirectly to PanAgora or investments by a PanAgora client.
Employees who apply for an exemption will be expected to disclose to the Code of Ethics Officer in writing all facts and relationships relating to the proposed investment.
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Applications to invest in private placements will be reviewed by the Code of Ethics Oversight Committee. This review will take into account, among other factors, the considerations described in the preceding comments.
Rule 4: Trading with Material Non-Public Information
No PanAgora employee shall purchase or sell any security for her personal account or for any PanAgora client account while in possession of material, nonpublic information concerning the security or the issuer.
EXCEPTIONS
None. Please read Appendix A, Policy Statement Concerning Insider Trading Prohibitions.
Rule 5: No Personal Trading with Client Portfolios
No PanAgora employee shall purchase from or sell to a PanAgora client any securities or other property for his personal account, nor engage in any personal transaction to which a PanAgora client is known to be a party, or which transaction may have a significant relationship to any action taken by a PanAgora client.
EXCEPTIONS
None.
IMPLEMENTATION
It shall be the responsibility of every PanAgora employee to make inquiry prior to any personal transaction sufficient to satisfy himself that the requirements of this Rule have been met.
COMMENT
This rule is required by federal law. It does not prohibit a PanAgora employee from purchasing any shares of an open-end PanAgora fund. The policy with respect to employee trading in closed-end PanAgora funds is attached as Appendix B.
Rule 6: Holding Putnam Mutual Fund Shares
PanAgora employees may not hold shares of PanAgora or Putnam open-end U.S. mutual funds other than through accounts maintained at PanAgora/Putnam through Putnam Preferred Access (PPA). Employees placing purchase orders in shares of PanAgora or Putnam open-end funds must place such orders through PanAgora/Putnam and not through an outside broker or other intermediary.
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Employees redeeming or exchanging shares of PanAgora or Putnam open-end funds must place those orders through PanAgora/Putnam and not through an outside broker or other intermediary. Contact a PPA representative at 1-800-634-1590 for instructions on how to transfer these funds.
REMINDER:
For purposes of this Rule, employee includes:
Members of the immediate family of a PanAgora employee who share the same household as the employee or for whom the PanAgora employee has investment discretion (family member);
Any trust in which a PanAgora employee or family member is a trustee with investment discretion and in which such PanAgora employee or any family member are collectively beneficiaries;
Any closely-held entity (such as a partnership, limited liability company, or corporation) in which a PanAgora employee and his or her family members hold a controlling interest and with respect to which they have investment
discretion; and
Any account (including any retirement, pension, deferred compensation, or similar account) in which a PanAgora employee or family member has a substantial economic interest and over which said PanAgora employee or family member exercises investment discretion.
COMMENTS
These requirements also apply to:
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self-directed IRA accounts holding Putnam fund shares, and |
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variable insurance accounts, which invest in Putnam Variable Trusts such as the Putnam/Hartford Capital Manager Programs. Employees must designate Putnam Retail Management as the broker of record for all such accounts. Employees may not hold an interest in Putnam Variable Trust which cannot be held through Putnam. |
EXCEPTION
Retirement, pension, deferred compensation and similar accounts that cannot be legally transferred to Putnam are not subject to the requirement. For example, a spouse of a PanAgora employee may have a 401(k) plan with her employer that invests in Putnam funds. Any employee who continues to hold shares in open-end Putnam
funds outside of Putnam must notify the Code of Ethics Officer in writing of the account information, provide the reason why the account cannot be transferred to Putnam and
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arrange for a quarterly statement of transactions in such account to be sent to the Code of Ethics Administrator.
Rule 7: Putnam Mutual Fund Employee Restrictions
(a) Employees defined in Rule 6 may not, within a 90-calendar day period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund even if the transactions occur in different accounts.
(b) Employees who are Access Persons may not, within a one-year period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund or of shares of any U.S. registered mutual fund to which Putnam acts as advisor or sub-advisor even if the transactions occur in different accounts.
(c) All employees are required to link their immediate family members accounts holding Putnam mutual funds to comply with the disclosure requirements. These accounts are also subject to the 90-day and one-year rules. To link these accounts, log on to www.ibenefitcenter.com click on @Putnam and select Employee Essentials/Linked Mutual Fund Accounts. You are required to confirm the information and will be prompted to add any accounts that you or your family members have that should be linked or delinked accounts which you or your family have closed.
COMMENTS
This Rule applies to transactions by a Putnam employee and family members as defined in the Code in any type of account including retail, IRA, variable annuity, 401(k)/Profit Sharing Plan, and any deferred compensation account and the restrictions apply across all accounts maintained by an employee and family members:
An employee who buys shares of an open-end Putnam mutual fund may not sell any shares of the same mutual fund until 90 calendar days have passed.
Example: If an employee buys shares of a Putnam fund on Day 1 for a retail account and then sells (by exchange) shares of the same fund for his or her Putnam Profit Sharing 401(k) Plan account on Day 85, the employee has violated the rule.
Similarly, an employee who sells shares of an open-end Putnam mutual fund may not buy any shares of the same mutual fund until 90 calendar days have passed.
Similarly, an employee who buys shares of an open-end PanAgora or Putnam mutual fund may not sell any shares of the same mutual fund until 1 year has passed.
The purpose of these blackout periods restriction is to prevent any market timing, or appearance of market timing activity.
This Rule applies to transactions by a PanAgora employee and their family member as
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defined in the Code in any type of account, including retail, IRA, variable annuity, college savings 529 plans, Profit Sharing 401(k) Plan, and any deferred compensation accounts.
The minimum sanction for an initial violation of the blackout period shall be disgorgement of any profit made on the transaction. Additional sanctions may apply, including termination of employment.
EXCEPTIONS
A. The restrictions do not apply to Putnams money market funds and Putnam Stable Value Fund.
B. Profit Sharing 401(k) Plan Contributions and Payroll Deductions. The 90-day or one year restriction is not triggered by initial allocation of regular employee or employer contributions or forfeitures to an employees account under the terms of PanAgora employee benefit plans or a PanAgora payroll deduction direct investment program; later
exchanges of these contributions will be subject to either the 90-day or one year blackout period.
C. Systematic Programs. The restrictions do not apply with respect to shares sold or acquired as a result of participation in a systematic program for contributions, withdrawals or exchanges, provided that an election to participate in any such program and the participation dates of the program are not be changed more often than quarterly after the program is elected by the employee. Access Persons may elect a quarterly or semiannual rebalancing program although it may only be changed on an annual basis;
D. Employee Benefit Plan Withdrawals and Distributions. This restriction does not apply with respect to shares sold for withdrawals, loans or distributions under the terms of PanAgora employee benefit plans;
E. Dividends, Distributions, Mergers, and Share Class Conversions. This restriction does not apply with respect to the acquisitioned shares as a result of reinvestment of dividends, distributions, mergers, conversions of share classes, or other similar actions. Subsequent transactions with respect to the shares will be covered.
F. College Savings Program: Redemptions from an employees college savings 529 plan to pay for qualified educational expenses for the beneficiary of the account (and redemptions due to death or disability) are exempt from the 90-day and one-year restrictions applicable to Putnam mutual funds. Qualified redemptions include:
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Tuition |
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School fees |
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Books |
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Supplies and equipment required for enrollment |
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Room and board |
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Death |
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Disability |
G. Special Situations: In special situations, as determined by PanAgoras Code of Ethics Oversight Committee, exceptions may be granted to the blackout periods as a result of death, disability, or special circumstances (such as, personal hardship) . Employees can request an exception by submitting a written request to the Code of Ethics Officer.
Rule 8: Special: Good Until Canceled Orders
Good Until Canceled (GTC) Limit Orders are prohibited.
Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day. Good until canceled limit orders are prohibited because of the potential failure to pre-clear.
EXCEPTION
Same day limit orders are permitted.
PanAgora employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees are prohibited from making more than 10 trades in individual securities in any given quarter. Excessive trading within PanAgora or Putnam open-end mutual funds is prohibited. For the purpose of this rule, an employee is prohibited from engaging in more than a total of 10 trades in all accounts the employee may hold (including those accounts held by his immediate family members), not 10 trades per individual accounts.
EXCEPTIONS
For the purpose of calculating the number of trades in any quarter, trading the same security in the same direction (buy or sell) over a period of five business days will be counted as one transaction.
Trades in ETFs containing 25 or more issuers and trades of MMC, Great West Life and affiliate stock in Putnam internal plans are not counted towards the 10 trade limit.
COMMENTS
Although a PanAgora employees excessive trading may not itself constitute a conflict of interest with PanAgora clients, PanAgora believes that its clients confidence in PanAgora will be enhanced and the likelihood of PanAgora achieving better investment results for its clients over the long term will be increased if PanAgora employees rely on their investment as opposed to trading skills in transactions for their own account. Moreover, excessive trading by a PanAgora employee for his or her own account diverts
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an employees attention from the responsibility of servicing PanAgora clients, and increases the possibilities for transactions that are in actual or apparent conflict with PanAgora client transactions. Short-term trading is strongly discouraged while employees are encouraged to take a long-term view.
Employees should be aware that their trading activity is closely monitored. Activity exceeding 10 trades per quarter will be prohibited by the Code of Ethics Oversight Committee. Sanctions will be imposed such as a trading ban or a more stringent sanction may be determined at the discretion of the Committee. Different rules apply with respect to trading in shares of PanAgora or Putnam open-end mutual funds. See Section I. B, Rule 7 above.
PanAgora employees are strongly discouraged from engaging in writing (selling) naked options for their personal accounts.
Naked option transactions are particularly dangerous, because a PanAgora employee may be prevented by the restrictions in this Code of Ethics from covering the naked option at the appropriate time. All employees should keep in mind the limitations on their personal securities trading imposed by this Code when contemplating such an investment strategy. Engaging in naked options transactions on the basis of material, nonpublic information is
prohibited. See Appendix A, Policy Statement Concerning Insider Trading Prohibitions.
EXCEPTIONS
None.
Rule 1: Involuntary Transactions
Transactions that are involuntary on the part of a PanAgora employee are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.
EXCEPTIONS
None.
COMMENTS
This exemption is based on categories of conduct that the Securities and Exchange Commission does not consider abusive.
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Examples of involuntary personal securities transactions include:
(a) Sales out of the brokerage account of a PanAgora employee as a result of bona fide margin call, provided that withdrawal of collateral by the PanAgora employee within the ten days previous to the margin call was not a contributing factor to the margin call;
(b) Purchases arising out of an automatic dividend reinvestment program of an issuer of a publicly traded security.
Transactions by a trust in which the PanAgora employee (or a member of his immediate family) holds a beneficial interest, but for which the employee has no direct or indirect influence or control with respect to the selection of investments, are involuntary transactions. In addition, these transactions do not fall within the definition of personal securities transactions. See Definitions.
A good-faith belief on the part of the employee that a transaction was involuntary will not be a defense to a violation of the Code of Ethics. In the event of confusion as to whether a particular transaction is involuntary, the burden is on the employee to seek a prior written determination of the applicability of this exemption. The procedures for obtaining such a determination appear in Section VII, Part 4.
Transactions that have been determined in writing by the Code of Ethics Officer before the transaction occurs to be no more than remotely harmful to PanAgora clients because the transaction would be very unlikely to affect a highly institutional market, or because the transaction is clearly not related economically to the securities to be purchased, sold, or held by a PanAgora client, are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.
IMPLEMENTATION
An employee may seek an ad-hoc exemption under this Rule by following the procedures in Section VII, Part 4.
COMMENTS
This exemption is also based upon categories of conduct that the Securities and Exchange Commission does not consider abusive.
The burden is on the employee to seek a prior written determination that the proposed transaction meets the standards for an ad hoc exemption set forth in this Rule.
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SECTION II: Additional Special Rules for Personal Securities Transactions of Access Persons and Certain Investment Professionals
Access Persons
Rule 1: 90-Day Short Term Rule
Access Persons may not sell a security at a profit within 90 days of purchase or buy a security at a price below which he or she sold it within the past 90 days.
EXCEPTIONS
None, unless prior written approval from the Code of Ethics Officer is obtained. Exceptions may be granted on a case-by-case basis when no abuse is involved and the equities of the situation support an exemption. For example, although an Access Person may buy a stock as a long-term investment, that stock may have to be sold involuntarily due to unforeseen activity such as a merger.
IMPLEMENTATION
A. The 90-Day Short-Term Rule applies to all Access Persons, as defined in the Definitions section of the Code.
B. Calculation of whether there has been a profit is based upon the market prices of the securities. The calculation includes commissions and other sales charges.
C. As an example, an Access Person would not be permitted to sell a security at $12 that he purchased within the prior 90 days for $10. Similarly, an Access Person would not be permitted to purchase a security at $10 that she had sold within the prior 90 days for $12.
COMMENTS
The prohibition against short-term trading profits by Access Persons is designed to minimize the possibility that they will capitalize inappropriately on the market impact of trades involving a client portfolio about which they might possibly have information.
Although directors, portfolio managers, and analysts may sell securities at a profit within 90 days of purchase in order to comply with the requirements of the 7-Day Rule applicable to them (described below), the profit will have to be disgorged to charity under the terms of the 7-Day Rule.
An Access Person cannot trade a security within 90 days regardless of tax lot election.
Certain Investment Professionals
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Rule 2: 7-Day Rule
(a) Portfolio Managers : Before a portfolio manager (including a director with respect to an account he manages) places an order to buy a security for any PanAgora client portfolio that he manages, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.
(b) Co-managers : Before a portfolio manager places an order to buy a security for any PanAgora client he manages, his co-manager must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.
(c) Research Analysts : Before an analyst makes a buy or outperform recommendation for a security, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days .
COMMENTS
This Rule applies to portfolio managers (including directors with respect to accounts they manage) in connection with any purchase (no matter how small) in any client account managed by that portfolio manager or director. In particular, it should be noted that the requirements of this Rule also apply with respect to purchases in client accounts, resulting from cash flows. To comply with the requirements of this Rule, it is the responsibility of each portfolio manager or director to be aware of the placement of all orders for purchases of a security by client accounts that he or she manages for seven days following the purchase of that security for his or her personal account.
An investment professional who must sell securities to be in compliance with the 7-Day Rule must absorb any loss and disgorge to charity any profit resulting from the sale. The recipient charity will be chosen by the Code of Ethics Officer.
This Rule is designed to avoid even the appearance of a conflict of interest between an investment professional and a PanAgora client. A greater burden is placed on these professionals given their positions in the organization. Transactions executed for the employees personal account must be conducted in a manner consistent with the
Code of Ethics and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employees position of trust and responsibility.
Portfolio Manager is used in this Section as a functional label, and is intended to cover any employee with authority to authorize a trade on behalf of a PanAgora client, whether or not such employee bears the title portfolio manager. Analyst is also used in this Section as a functional label, and is intended to cover any employee who is not a portfolio manager but who may make recommendations regarding investments for PanAgora clients.
EXCEPTIONS
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None.
(a) Portfolio Managers : No portfolio manager (including a director with respect to an account she manages) shall: (i) sell any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent purchase of that security or related derivative security by any PanAgora client portfolio she manages or co-manages; or (ii) purchase any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent sale of that security or related derivative security from any PanAgora client portfolio that she manages or co-manages.
(b) Research Analysts : No analyst shall: (i) sell any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent buy or outperform recommendation for that security or related derivative security; or (ii) purchase any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent sell or under perform recommendation for that security or related derivative security.
COMMENTS
This Rule applies to portfolio managers (including directors with respect to accounts they manage) in connection with any purchase (no matter how small) in any client account managed by that portfolio manager or directors. In particular, it should be noted that the requirements of this rule also apply with respect to transactions in client accounts resulting from cash flows. In order to comply with the requirements of this Rule, it is the responsibility of each portfolio manager and director to be aware of all transactions in a security by client accounts that he or she manages that took place within the seven days preceding a transaction in that security for his or her personal account.
This Rule is designed to prevent a PanAgora portfolio manager or analyst from engaging in personal investment conduct that appears to be counter to the investment strategy she is pursuing or recommending on behalf of a PanAgora client.
Trades by a PanAgora portfolio manager for her personal account in the same direction as the PanAgora client portfolio she manages, and trades by an analyst for his personal account in the same direction as his recommendation, do not present the same danger, so long as any same direction trades do not violate other provisions of the Code or the Policy Statements.
EXCEPTIONS
None.
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(a) Portfolio Managers : No portfolio manager shall, without prior clearance, sell out of his personal account securities or related derivative securities held in any PanAgora client portfolio that he manages or co-manages.
(b) Directors : No director shall, without prior clearance, sell out of his personal account securities or related derivative securities held in any PanAgora client portfolio managed in his investment group .
EXCEPTIONS
None, unless prior clearance and written approval are given.
IMPLEMENTATION
A . Individuals Authorized to Give Approval . Prior to engaging in any such sale, a portfolio manager shall seek approval, in writing, of the proposed sale. In the case of a portfolio manager or analyst, prior written approval of the proposed sale shall be obtained from a director to whom he reports or, in his absence, another director. In the case of a director, prior written approval of the proposed sale shall be obtained from the chief investment officer. In the case of the chief investment officer, prior written approval shall be obtained from the Code of Ethics Officer. In addition to the foregoing, prior written approval must also be obtained from the Code of Ethics Officer or in the case of the chief investment officer, prior written approval from the chief executive officer.
B. Contents of Written Approval . In every instance, the written approval form attached as Appendix C (or such other form as the Code of Ethics Officer shall designate) shall be used. The written approval should be signed by the director giving approval and dated the date such approval was given, and shall state, briefly, the reasons why the trade was allowed and why the investment conduct pursued by the portfolio manager, analyst, or director was deemed inappropriate for the PanAgora client account controlled by the individual seeking to engage in the transaction for his personal account. Such written approval shall be sent by the director approving the transaction to the Code of Ethics Officer, for her approval, within 24 hours or as promptly as circumstances permit. Approvals obtained after a transaction has been completed or while it is in process will not satisfy the requirements of this Rule.
COMMENT
This Rule, like Rule 3 of this Section, is designed to prevent a PanAgora portfolio manager from engaging in personal investment conduct that appears to be counter to the investment strategy that he is pursuing on behalf of a PanAgora client.
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Rule 5: No Personal Benefit
No portfolio manager shall cause, and no analyst shall recommend, a PanAgora client to take action for the portfolio managers or analysts own personal benefit.
EXCEPTIONS
None.
COMMENTS
A portfolio manager who trades in, or an analyst who recommends, particular securities for a PanAgora client account in order to support the price of securities in his personal account, or who front runs a PanAgora client order is in violation of this Rule. Portfolio managers and analysts should be aware that this Rule is not limited to personal transactions in securities (as that word is defined in Definitions). Thus, a portfolio manager or analyst who front runs a PanAgora client purchase or sale of obligations of the U.S. government is in violation of this Rule, although U.S. government obligations are excluded from the definition of security.
This Rule is not limited to instances when a portfolio manager or analyst has malicious intent. It also prohibits conduct that creates an appearance of impropriety. Portfolio managers and analysts who have questions about whether proposed conduct creates an appearance of impropriety should seek a prior written determination from the Code of Ethics Officer, using the procedures described in Section VI, Part 3.
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SECTION III: General Rules for All Employees
Rule 1: Compliance with All Laws, Regulations and Policies
All employees must comply with applicable laws and regulations as well as company policies. This includes tax, anti-trust, political contribution, and international boycott laws. In addition, no employee at PanAgora may engage in fraudulent conduct of any kind.
EXCEPTIONS
None.
COMMENTS
PanAgora may report to the appropriate legal authorities conduct by PanAgora employees that violates this Rule.
It should also be noted that the U.S. Foreign Corrupt Practices Act makes it a criminal offense to make a payment or offer of payment to any non-U.S. governmental official, political party, or candidate to induce that person to affect any governmental act or decision, or to assist PanAgoras obtaining or retaining business.
No PanAgora employee shall conduct herself in a manner, which is contrary to the interests of, or in competition with, PanAgora or a PanAgora client, or which creates an actual or apparent conflict of interest with a PanAgora client.
EXCEPTIONS
None.
COMMENTS
This Rule is designed to recognize the fundamental principle that PanAgora employees owe their chief duty and loyalty to PanAgora and PanAgora clients.
It is expected that a PanAgora employee who becomes aware of an investment opportunity that she believes is suitable for a PanAgora client who she services will present it to the appropriate portfolio manager, prior to taking advantage of the opportunity herself.
Rule 3: Gifts and Entertainment Policy
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No PanAgora employee shall accept anything of material value from any broker-dealer, financial institution, corporation or other entity, any existing or prospective supplier of goods or services with a business relationship to PanAgora, or any company or other entity whose securities are held in or are being considered as investments for any other PanAgora client accounts. Included are gifts, favors, preferential treatment, special arrangements, or access to special events.
COMMENTS
This Rule is intended to permit the acceptance of only proper types of customary and limited business amenities.
A PanAgora employee may not, under any circumstances, accept anything that could create the appearance of any kind of conflict of interest. For example, acceptance of any consideration is prohibited if it would create the appearance of a reward or inducement for conducting PanAgora business either with the person providing the gift or his employer.
IMPLEMENTATION
A. Gifts . An employee may not accept small gifts with an aggregate value of more than $100 in any year from any one source, i.e., entity or firm. . Any PanAgora employee who is offered or receives an item exceeding $100 in value is prohibited by this Rule and must report the details to the Code of Ethics Officer and surrender or return the gift. Any entertainment event provided to an employee where the host is not in attendance is treated as a gift and is subject to the $100 per year per source limit.
B. Entertainment . PanAgoras rules are designed to permit reasonable, ordinary business entertainment, but prohibit any events, which may be perceived as extravagant or involving lavish expenditures.
1. Occasional lunches, dinners, cocktail parties, or comparable gatherings conducted for business purposes are permitted.
For example, occasional attendance at group functions sponsored by sell side firms is permitted where the function relates to investments or other business activity. Occasional attendance at these functions is not required to be counted against the limits described in paragraph (B)(2) below.
2. Other entertainment events, such as, sporting events, theater, movies, concerts, or other forms of entertainment conducted for business purposes , are permitted only under the following conditions:
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The host must be present for the event. |
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The location of the event must be in the metropolitan area in which the office |
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of the employee is located.
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Spouses or other family members of the employee may not attend the entertainment event or any meals before or after the entertainment event. |
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The value of the entertainment event provided to the employee may not exceed $150, not including the value of any meals that may be provided to the employee before or after the event. |
Acceptance of entertainment events having a market value materially exceeding the face value of the entertainment including, for example, attendance at sporting event playoff games, is prohibited. This prohibition applies even if the face value of tickets to the events is $150 or less or when the PanAgora employee offers to pay for the tickets. If there is any ambiguity about whether to accept an entertainment event in these circumstances, please consult the Code of Ethics Officer.
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The employee may not accept entertainment events under this provision (B)(2) more than six times a year and not more than two times in any year from any single source. |
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The Code of Ethics Officer may grant exceptions to these rules. For example, it may be appropriate for an employee attending a legitimate conference in a location away from the office to attend a business entertainment event in that location. All exceptions must be approved in advance by written request to the Code of Ethics Officer. |
3. Any employee attending any entertainment event under (B)(1) or (B)(2) above must disclose a meal or entertainment in the PTA system within 20 business days of the event. Failure to report will be treated as a violation of the Code.
Planned absences, i.e., vacations, leave or business trips are not valid excuses for providing late reports. Failure to meet the deadline violates the Codes rules. Late filers may be subject to monetary fines.
4. Meals and entertainment, which are part of the regular program at an investment conference (i.e., open to all participants), are not subject to the limits of this section (B)(2) above. Meals which are part of a meeting and/or a conference do not require reporting. An employee is required to disclose a meal outside of a business meeting or conference setting within 20 days in the PTA system.
C. Among the items that are prohibited are:
1. Any entertainment event attendance, which would reflect badly on PanAgora as a firm of the highest fiduciary and ethical standards. For example, events involving adult entertainment or gambling must be avoided.
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2. Entertainment involving travel away from the metropolitan area in which the employee is located. If in the event an exception is granted as contemplated by (B)(2)(vi) above, payment by a third party of the cost of transportation to a location outside the employees metropolitan area, lodging while in another location, and any meals not specifically approved by the Code of Ethics officer, are prohibited;
3. Personal loans to a PanAgora employee on terms more favorable than those generally available for comparable credit standing and collateral; and
4. Preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment for the personal account of a PanAgora employee; and
D. As with any of the provisions of the Code of Ethics, a sincere belief by the employee that he was acting in accordance with the requirements of this Rule will not satisfy his obligations under the Rule. Therefore, an employee who is in doubt concerning the propriety of any gift or favor should seek a prior written determination from the Code of Ethics Officer, as provided in number 3 of Section VII.
E. No PanAgora employee may solicit any gift or entertainment from any person, even if the gift or entertainment, if unsolicited, would be permitted.
F. The Rule does not prohibit employees on business travel from using local transportation and arrangements customarily supplied by brokers or similar entities. For example, it is customary for brokers in developing markets to make local transportation arrangements. These arrangements are permitted so long as the expense of lodging and air travel are paid by PanAgora.
Rule 4: Anti-bribery/Kickback Policy
No PanAgora employee shall pay, offer, or commit to pay any amount of consideration which might be or appear to be a bribe or kickback in connection with PanAgoras business.
EXCEPTIONS
None.
COMMENT
Although the rule does not specifically address political contributions (which are described in Rule 5 below), PanAgora employees should be aware that it is against corporate policy to use company assets to fund political contributions of any sort, even where such contributions may be legal. No PanAgora employee should offer or agree to make any political contributions (including political dinners and similar fundraisers) on behalf of PanAgora, and no employee will be reimbursed by PanAgora for such
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contributions made by the employee personally.
Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy
A. Corporate Contributions. Political activities of corporations such as PanAgora are highly regulated, and corporate political contributions are prohibited. . No corporate assets, funds, facilities, or personnel may be used to benefit any candidate, campaign, political party, or political committee, including contributions made in connection with fundraisers.
1. If employees anticipate that any corporate funds or assets (such as corporate facilities or personnel) may be used in connection with any political volunteer activity, they must obtain pre-approval from the Chief Compliance Officer.
2. Employees should not seek or approve reimbursement from PanAgora for any political contribution expenses. Any contributions for which employees seek reimbursement from Putnam is considered a contribution by Putnam and is subject to the corporate political contribution requirements.
B. Personal Contributions. Employees have the right to make personal contributions. However, if employees choose to participate in the political process, they must do so as individuals, not as representatives of PanAgora.
In certain limited circumstances, individual contributions may raise issues under applicable laws regulating political contributions to public officials, or candidates for official positions, who could be in a position to hire PanAgora. As a result, the following rules apply to individual contributions by employees.
1. Prior to making any political contribution to a person or entity with whom PanAgora has a current or proposed business relationship, or who can make or influence decisions to engage PanAgora to provide services, employees must pre-clear the proposed contribution with the Chief Compliance Officer.
2. Employees may not make contributions to candidates or elected officials for the following offices without prior written approval from the Chief Compliance Officer:
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State or local offices in California, New Jersey, Ohio, or West Virginia |
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State Treasurer in Connecticut or Vermont |
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Any public office in the City of Houston |
C. Government Official. Employees must obtain pre-approval from the Code of Ethics Officer prior to providing any gift (including meals, entertainment, transportation or lodging) to any government official or employee.
D. Lobbying. Federal and state law imposes limits and registration requirements on efforts by individuals and companies to influence the passage of legislation or to obtain business from governments. Accordingly, Putnam employees should not engage in any lobbying activities without approval from Putnams Director of Government Relations. Lobbying does not include solicitation of investment management business through the ordinary course of business, such as responding to a Request For Proposals (RFPs).
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EXCEPTIONS
None.
COMMENTS
This rule prohibits solicitation on personal letterhead by PanAgora employees except as pre-approved by the Code of Ethics Officer.
Rule 6: Confidentiality of PanAgora Business Information
No unauthorized disclosure may be made by any employee or former employee of any trade secrets or proprietary information of PanAgora or of any confidential information. No information regarding any PanAgora client portfolio, actual or proposed securities trading activities of any PanAgora client, or PanAgora research shall be disclosed outside the PanAgora organization unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures.
COMMENT
All information about PanAgora and PanAgora clients is strictly confidential. PanAgora research information should not be disclosed without proper approval and never for personal gain.
Rule 7: Roles At Other Entities
No PanAgora employee shall serve as officer, employee, director, trustee, or general partner of a corporation or entity other than PanAgora, without prior approval of the Code of Ethics Officer. Requests for a role at a publicly-traded company will be closely reviewed and permission will be granted on an ad-hoc basis. . [See also Section IV, Rule 5]
IMPLEMENTATION
A. All employees must provide a written request seeking approval from the Code of Ethics Officer if they wish to serve as an employee, officer, director, trustee or general partner of a corporation or entity other than PanAgora. The details of the outside business affiliation must be disclosed in PTA. Click on Certifications/Disclosures/Outside Business Affiliation/start/complete each question/click Submit. A determination will be sent via email.
B. Upon hire, all employees who also hold an outside position must complete an Outside Business Affiliation Disclosure in PTA.
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EXCEPTION
Charitable or Non-profit Exception . This Rule shall not prevent any PanAgora employee from serving as officer, director, or trustee of a charitable or not-for-profit institution, provided that the employee abides by the Code of Ethics and the Policy Statements with respect to any investment activity for which she has any discretion or input as officer, director, or trustee. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such charitable or not-for-profit institutions for which an employee serves as an officer, director, or trustee unless the employee is responsible for day-to-day portfolio management of the account.
COMMENTS
This Rule is designed to ensure that PanAgora cannot be deemed an affiliate of any issuer of securities by virtue of service by one of its officers or employees as director or trustee.
Positions with public companies are especially problematic and will normally not be approved.
Certain charitable or not-for-profit institutions have assets (such as endowment funds or employee benefit plans) which require prudent investment. To the extent that a PanAgora employee (because of her position as officer, director, or trustee of an outside entity) is charged with responsibility to invest such assets prudently, she may not be able to discharge that duty while simultaneously abiding by the spirit of the Code of Ethics and the Policy Statements. Employees are cautioned that they should not accept service as an officer, director, or trustee of an outside charitable or not-for-profit entity where such investment responsibility is involved, without seriously considering their ability to discharge their fiduciary duties with respect to such investments.
Rule 8: Role as Trustee or Fiduciary Outside of PanAgora
No PanAgora employee shall serve as a trustee, executor, custodian, any other fiduciary, or as an investment advisor or counselor for any account outside PanAgora.
EXCEPTIONS
A. Charitable or Religious Exception . This Rule shall not prevent any PanAgora employee from serving as fiduciary with respect to a religious or charitable trust or foundation, so long as the employee abides by the spirit of the Code of Ethics and the Policy Statements with respect to any investment activity over which he has any discretion or input. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such a religious or charitable trust or foundation unless the employee is responsible for day-to-day portfolio management of the account.
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B. Family Trust or Estate Exception. This Rule shall not prevent any PanAgora employee from serving as fiduciary with respect to a family trust or estate, so long as the employee abides by all of the Rules of the Code of Ethics with respect to any investment activity over which he has any discretion.
COMMENT
The roles permissible under this Rule may carry with them the obligation to invest assets prudently. Once again, PanAgora employees are cautioned that they may not be able to fulfill their duties in that respect while abiding by the Code of Ethics and the Policy Statements.
No PanAgora employee may be a member of any investment club.
EXCEPTIONS
None.
COMMENT
This Rule guards against the danger that a PanAgora employee may be in violation of the Code of Ethics and the Policy Statements by virtue of his personal securities transactions in or through an entity that is not bound by the restrictions imposed by this Code of Ethics and the Policy Statements. Please note that this restriction also applies to the spouse of a PanAgora employee and any relatives of a PanAgora employee living in the same household as the employee, as their transactions are covered by the Code of Ethics (see page vii).
Rule 10: Business Negotiations For PanAgora
No PanAgora employee may become involved in a personal capacity in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies (whether or not held by any PanAgora client), nor negotiate nor accept a fee in connection with these activities without obtaining the prior written permission of the Chief Executive Officer of PanAgora.
EXCEPTIONS
None.
No employee may create, alter or destroy (or participate in the creation, alteration
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or destruction of) any record that is intended to mislead anyone or to conceal anything that is, or is reasonably believed to be, improper. In addition, all employees responsible for the preparation, filing, or distribution of any regulatory filings or public communications must ensure that such filings or communications are timely, complete, fair, accurate, and understandable.
EXCEPTIONS
None.
COMMENTS
In many cases, this is not only a matter of company policy and ethical behavior but also required by law. Our books and records must accurately reflect the transactions represented and their true nature. For example, records must be accurate as to the recipient of all payments; expense items, including personal expense reports, must accurately reflect the true nature of the expense. No unrecorded fund or asset shall be established or maintained for any reason.
All financial books and records must be prepared and maintained in accordance with Generally Accepted Accounting Principles and PanAgoras existing accounting controls, to the extent applicable.
Rule 12: Family Members Conflict Policy
No employee or member of an employees immediate family shall have any direct or indirect personal financial interests in companies which do business, with PanAgora unless such interest is disclosed and approved by the Code of Ethics Officer.
Investment holdings in public companies which are not material to the employee are excluded from this prohibition. The Code also provides more detailed supplemental rules to address potential conflicts of interests which may arise if members of employees families are closely involved in doing business with Putnam.
Corporate purchase of goods and services
PanAgora will not acquire goods and services from any firm in which a member of an employees immediate family serves as the sales representative in a senior management capacity or has an ownership interest in the supplier firm (excluding normal investment holdings in public companies) without permission from the Code of Ethics Officer. Any employee who is aware of a proposal to purchase goods and services from a firm at which a member of the employees immediate family meets one of the previously mentioned conditions must notify the Code of Ethics Officer.
Portfolio Trading
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PanAgora will not allocate any trades for a portfolio to any firm that employs a member of an employees immediate family as a sales representative to PanAgora (in a primary, secondary or back up role). Any PanAgora employee who is aware that an immediate family member serves as a broker-dealers sales representative to Putnam should inform the Code of Ethics Officer.
Definition of Immediate Family
Immediate family of an employee means (1) husband or wife of the employee, (2) any child, sibling or parent of an employee and any person married to a child, sibling, or parent of an employee and (3) any other person who lives in the same household as the employee.
With respect to any affiliate of PanAgora that provides investment advisory services and is listed below in Comment 4 to this Rule, as revised from time to time (each a Non-PanAgora affiliate or NPA), No employee shall:
(a) Directly or indirectly seek to influence the purchase, retention, or disposition of, or exercise of voting consent, approval or similar rights with respect to, any portfolio security in any account or fund advised by the NPA and not by PanAgora,
(b) Transmit any information regarding the purchase, retention or disposition of, or exercise of voting, consent, approval, or similar rights with respect to, any portfolio security held in a PanAgora or NPA client account to any personnel of the NPA,
(c) Transmit any trade secrets, proprietary information, or confidential information of PanAgora to the NPA unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures,
(d) Use confidential information or trade secrets of the NPA for the benefit of the employee, PanAgora, or any other NPA, or
(e) Breach any duty of loyalty to the NPA derived from the employees service as a director or officer of the NPA.
COMMENTS
Sections (a) and (b) of the Rule are designed to help ensure that the portfolio holdings of PanAgora clients and clients of the NPA need not be aggregated for purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act or applicable regulatory or contractual investment restrictions that incorporate such definition of beneficial ownership. Persons who serve as directors or officers of both PanAgora and an NPA should take care to avoid even inadvertent violations of Section (b). Section (a) does not prohibit a PanAgora employee who serves as a director or officer
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of the NPA from seeking to influence the modification or termination of a particular investment product or strategy in a manner that is not directed at any specific securities. Sections (a) and (b) do not apply when a PanAgora affiliate serves as an advisor or sub-advisor to the NPA or one of its products, in which case normal PanAgora aggregation rules apply.
As a separate entity, any NPA may have trade secrets or confidential information that it would not choose to share with PanAgora. This choice must be respected.
When PanAgora employees serve as directors or officers of an NPA, they are subject to common law duties of loyalty to the NPA, despite their PanAgora employment. In general, this means that when performing their duties as NPA directors or officers, they must act in the best interest of the NPA and its shareholders. PanAgoras Compliance Department will assist any PanAgora employee who is a director or officer of an NPA and has questions about the scope of his or her responsibilities to the NPA.
Entities that are currently non-Putnam affiliates within the scope of this Rule are: Nissay Asset Management Co., Ltd., L.P., and PanAgora Asset Management, Inc.
Putnam and PanAgora also maintain an information barrier between the investment professionals of each organization regarding investment and trading information.
Rule 14: Computer and Network Use Policies
No employee shall use computer hardware, software, data, Internet, electronic mail, voice mail, electronic messaging (e-mail or cc: Mail), or telephone communications systems in a manner that is inconsistent with their use as set forth in policy statements governing their use that are adopted from time to time by PanAgora. No employee shall introduce a computer virus or computer code that may result in damage to PanAgoras information or computer systems.
COMMENT
PanAgoras policy statements relating to these matters are contained in the Computer and Network Use Policy section of the Employee Handbook.
EXCEPTIONS
None.
Rule 15: CFA Institute Code of Ethics
All employees must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute. The texts of the CFA Institute Code of Ethics and Standards of Professional Conduct are set forth in
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Exhibit D.
EXCEPTIONS
None.
Except as provided below, no employee may disclose to any outside organization or person any nonpublic personal information about any individual who is a current or former client of any PanAgora retail or institutional fund, or current or former client of a PanAgora company. All employees shall follow the security procedures as established from time to time by a PanAgora company to protect the confidentiality of all client account information.
Except as PanAgoras Compliance Department may expressly authorize, no employee shall collect any nonpublic personal information about a prospective or current client of PanAgora or prospective or current client of a PanAgora company, other than through an account application (or corresponding information provided by the clients financial representative) or in connection with executing client transactions, nor shall any information be collected other than the following: name, address, telephone number, Social Security number, and investment, broker, and transaction information.
EXCEPTIONS
A. PanAgora Employees . Nonpublic personal information may be disclosed to PanAgora employees in connection with processing transactions or maintaining accounts for shareholders of a PanAgora fund and clients of a PanAgora company, to the extent that access to such information is necessary to the performance of that employees job functions.
B. Client Consent Exception . Nonpublic personal information about a clients account may be provided to a non-PanAgora organization at the specific request of the client or with the clients prior written consent.
C. Broker or Advisor Exception . Nonpublic personal information about a clients account may be provided to the clients broker of record.
D. Third-Party Service Provider Exception . Nonpublic personal information may be disclosed to a service provider that is not affiliated with a PanAgora fund or PanAgora company only when such disclosure is necessary for the service provider to perform the specific services contracted for, and only (a) if the service provider executes PanAgoras standard confidentiality agreement, or (b) pursuant to an agreement containing a confidentiality provision that has been approved by the Compliance Department. Examples of such service providers include proxy solicitors and proxy vote tabulators, mail services, and providers of other administrative services, and Information Services
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Division consultants who have access to nonpublic personal information.
COMMENTS
Nonpublic personal information is any information that personally identifies a PanAgora client of a PanAgora company and is not derived from publicly available sources. This privacy policy applies to clients who are individuals, not institutions. However, as a general matter, all information that we receive about a PanAgora client of a PanAgora company shall be treated as confidential. No employee may sell or otherwise provide shareholder or client lists or any other information relating to a client to any marketing organization.
All PanAgora employees with access to client account information must be trained in and follow PanAgoras security procedures designed to safeguard that information from unauthorized use. For example, a telephone representative must be trained in and follow PanAgoras security procedures to verify the identity of a caller requesting account information.
Any questions regarding this privacy policy should be directed to PanAgoras Compliance Department. A violation of this policy may be subject to the sanctions imposed for violations of PanAgoras Code of Ethics.
Employees must report any violation of this policy or any possible breach of the confidentiality of client information (whether intentional or accidental) to the director in charge of the employees business unit. Directors who are notified of such a violation or possible breach must immediately report it in writing to PanAgoras chief compliance officer and, in the event of a breach of computerized data, PanAgoras chief technology officer.
Rule 17: Anti-money Laundering Policy
No employee may engage in any money laundering activity or facilitate any money-laundering activity through the use of any PanAgora account or client account. Any situations giving rise to a suspicion that attempted money laundering may be occurring in any account must be reported immediately to the managing director in charge of the employees business unit. Managing directors who are notified of such a suspicion of money laundering activity must immediately report it in writing to PanAgoras chief compliance officer and chief financial officer.
All employees must comply with the record retention requirements applicable to the business unit. Employees should check with their managers or the chief compliance officer of their division to determine what record retention requirements apply to their business unit.
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SECTION IV: Reporting Requirements for All Employees
Reporting of Personal Securities Transactions
Rule 1: Broker Confirmations and Statements
Each PanAgora employee shall ensure that copies of all confirmations for securities transactions for his personal brokerage accounts and brokerage account statements are sent to the PanAgora Compliance Departments (Code of Ethics Administrator). (For the purpose of this Rule, securities shall also include ETFs, futures, and other derivatives on broad-based market indexes excluded from the pre-clearance requirement.) Statements and confirmations are required for PanAgora or Putnam funds not held at PPA or in a PanAgora retirement plan, as well as for U.S. mutual funds sub-advised by PanAgora.
PanAgora employees must disclose their brokerage accounts in the PTA system and complete all required information which will facilate the instructions to the broker.
EXCEPTION
None.
IMPLEMENTATION
A. PanAgora employees must instruct their broker-dealers to send duplicate statements and confirmations to PanAgora and must follow up with the broker-dealer on a reasonable basis to ensure that the instructions are being followed. For brokerage accounts, PanAgora employees should contact the Code of Ethics Administrator to obtain a letter from PanAgora authorizing the setting up of a personal brokerage account.
B. Statements and confirmations should be submitted to the Code of Ethics Administrator.
C. Failure of a broker-dealer to comply with the instructions of a PanAgora employee to send confirmations shall be a violation by the PanAgora employee of this Rule. Similarly, failure by an employee to report the existence of a personal account (and, if the account is opened after joining PanAgora, failure to obtain proper authorization to establish the account) shall be a violation of this Rule.
D. Statements and confirmations must also be sent for members of an employees immediate family, including statements received with respect to a family members 401(k) plan at another employer.
COMMENTS
Transactions for personal accounts is defined broadly to include more than transaction
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in accounts under an employees own name. See Definitions.
Statements and confirmations are required for all personal securities transactions, whether or not exempted or excepted by this Code.
To the extent that a PanAgora employee has investment authority over securities transactions of a family trust or estate, confirmations of those transactions must also be made, unless the employee has received a prior written exception from the Code of Ethics Officer.
Rule 2: Access Persons Quarterly Transaction Report
Every Access Person shall file a quarterly report, within fifteen calendar days of the end of each quarter, recording all purchases and sales of any securities for personal accounts as defined in the Definitions. (For the purpose of this Rule, reportable securities also includes exchange traded funds (ETF), futures, and any option on a security or securities index, including broad-based market indexes excluded from the pre-clearance requirement and also includes transactions in PanAgora open-end funds if the account for the PanAgora or Putnam funds is not held at PPA or in a PanAgora retirement plan and for transactions in U.S. mutual funds sub-advised by PanAgora.)
EXCEPTIONS
None.
IMPLEMENTATION
All employees required to file such a report will receive by e-mail a blank form at the end of the quarter from the Code of Ethics Administrator. The form will specify the information to be reported. The form shall also contain a representation that employees have complied fully with all provisions of the Code of Ethics.
COMMENTS
The date for each transaction required to be disclosed in the quarterly report is the trade date for the transaction, not the settlement date.
If the requirement to file a quarterly report applies to you and you fail to report within the required 15-day period, salary increases and bonuses may be reduced in accordance with guidelines stated in the form . It is the responsibility of the employee to request an early report if he has knowledge of a planned absence, i.e., vacation or business trip.
Reporting of Personal Securities Holdings
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Rule 3: Access Persons Initial/Annual Holdings Report
Access Persons must disclose all personal securities holdings to the Code of Ethics Officer upon commencement of employment within ten calendar days of hire and thereafter on an annual basis. This requirement is mandated by SEC regulations and is designed to facilitate the monitoring of personal securities transactions. PanAgoras Code of Ethics Administrator will provide Access Persons with the form for making these reports and the specific information that must be disclosed at the time that the disclosure is required.
All employees are required to submit a certification in PTA annually attesting to compliance with all of the conditions of the Code of Ethics.
Rule 5: Outside Business Affiliation
The details of an outside business affiliation must be disclosed in PTA under Certifications/Disclosures/Outside Business Affiliations (see Section III, Rule 7).
Rule 6: Reporting of Irregular Activity
If a PanAgora employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code of Ethics) might be occurring at PanAgora, the activity should be reported immediately to the managing director in charge of that employees business unit. Managing directors who are notified of any such activity must immediately report it in writing to PanAgoras financial officer and PanAgoras Chief Compliance Officer.
An employee who does not feel comfortable reporting this activity to the relevant managing director may instead contact the chief compliance officer, the Putnam or MMC Ethics hotlines or the ombudsman.
Putnam has established a formal Office of the Ombudsman as an additional mechanism for an employee to report an impropriety or conduct that is not in line with the companys value system. The ombudsman is a person who is authorized to receive complaints or questions confidentially about alleged acts, omissions, improprieties, and broader systemic problems within the organization. Communication with the Ombudsman is confidential.
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SECTION V: Education Requirements
Every PanAgora employee has an obligation to fully understand the requirements of the Code of Ethics. The Rules set forth below are designed to enhance this understanding.
A copy of the Code of Ethics will be distributed to every PanAgora employee periodically. All Access Persons will be required to certify annually that they have read, understood, and will comply with the provisions of the Code of Ethics, including the Codes Policy Statement Concerning Insider Trading Prohibitions.
Rule 2: Annual Training Requirement
Every employee will annually be required to complete training on PanAgoras Code of Ethics.
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SECTION VII: Compliance and Appeal Procedures
No employee may engage in a personal securities transaction without prior clearance.
B. Consultation of Restricted List
It is the responsibility of each employee to pre-clear through PTA or consult with the Code of Ethics Administrator prior to engaging in a personal securities transaction, to determine if the security he proposes to trade is on the Restricted List and, if so, whether it is subject to the large-cap exception.
An employee who has a question concerning the applicability of the Code of Ethics to a particular situation shall request a determination from the Code of Ethics Officer before engaging in the conduct or personal securities transaction about which he has a question.
If the question pertains to a personal securities transaction, the request shall state for whose account the transaction is proposed, the relationship of that account to the employee, the security proposed to be traded, the proposed price and quantity, the entity with whom the transaction will take place (if known), and any other information or circumstances of the trade that could have a bearing on the Code of Ethics Officers determination. If the question pertains to other conduct, the request for determination shall give sufficient information about the proposed conduct to assist the Code of Ethics Officer in ascertaining the applicability of the Code. In every instance, the Code of Ethics Officer may request additional information, and may decline to render a determination if the information provided is insufficient.
The Code of Ethics Officer shall make every effort to render a determination promptly.
No perceived ambiguity in the Code of Ethics shall excuse any violation. Any person who believes the Code to be ambiguous in a particular situation shall request a determination from the Code of Ethics Officer.
D. Request for Ad Hoc Exemption
Any employee who wishes to obtain an ad hoc exemption under Section I.D., Rule 2, shall request from the Code of Ethics Officer an exemption in writing in advance of the conduct or transaction sought to be exempted. In the case of a personal securities transaction, the request for an ad hoc exemption shall give the same information about the transaction required in a request for determination under number 3 of this section, and shall state why the proposed personal securities transaction would be unlikely to affect a highly institutional market, or is unrelated economically to securities to be purchased, sold, or held by any PanAgora client. In the case of other conduct, the request shall give
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information sufficient for the Code of Ethics Officer to ascertain whether the conduct raises questions of propriety or conflict of interest (real or apparent).
The Code of Ethics Officer shall make reasonable efforts to promptly render a written determination concerning the request for an ad hoc exemption.
E. Appeal to Code of Ethics Officer with Respect to Restricted List
If an employee ascertains that a security that he wishes to trade for his personal account appears on the Restricted List, and thus the transaction is prohibited, he may appeal the prohibition to the Code of Ethics Officer by submitting a written memorandum containing the same information as would be required in a request for a determination. The Code of Ethics Officer shall make every effort to respond to the appeal promptly.
F. Information Concerning Identity of Compliance Personnel
The names of Code of Ethics personnel are available by contacting the Compliance Department and will be published on PAMZone.
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Sanctions Guidelines
The Code of Ethics Oversight Committee is responsible for setting sanctions policies for violating the Code. The Committee has adopted the following minimum monetary sanctions for violations of the Code. These sanctions apply even if the exception results from inadvertence rather than intentional misbehavior. The Code of Ethics Officer is authorized to impose the minimum sanction on employees without further Committee action. However, the sanctions noted below are only minimums and the Committee reserves the right to impose additional sanctions such as higher monetary sanctions, trading bans, suspension or termination of employment as it determines to be appropriate.
A. The minimum sanction for a violation of the following Rules is disgorgement of any profits or payment of avoided losses and the following payments:
Section IA, Rule 1 (Pre-clearance and Restricted List)
Section IB, Rule 1 (Short-selling)
Section IB, Rule 2 (IPOs)
Section IB, Rule 3 (Private Placements)
Section IB, Rule 4 (Trading with Inside Information)
Section IB, Rules 6-8 (Holding and trading of Putnam Funds)
Section II, Rule 2 (7-Day Rule)
Section II, Rule 3 (Black-out Rule
Section II, Rule 4, (Contra-Trading Rule)
Section II, Rule 5 (Trading for personal benefit)
|
Director/Officer |
PM |
Non-Investment Professional |
1 st violation |
$500 |
$250 |
$50 |
2 nd |
$1,000 |
$500 |
$100 |
3 rd |
Minimum monetary sanction as above with ban on all new personal individual investments |
B. The minimum sanction for violations of all other rules in the Code is as follows:
|
Director/Officer |
PM |
Non-Investment Professional |
1 st violation |
$100 |
$50 |
$25 |
2 nd |
$200 |
$100 |
$50 |
3 rd |
Minimum monetary sanction as above with ban on all new personal individual investments |
The reference period for determining whether a violation is initial or subsequent will be five years.
NOTE
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These are the sanction guidelines for successive failures to pre-clear personal trades within a two-year period. The Code of Ethics Oversight Committee retains the right to increase or decrease the sanction for a particular violation in light of the circumstances. The Committees belief that an employee has violated the Code of Ethics intentionally may result in more severe sanctions than outlined in the guidelines above. The sanctions described in paragraph B apply to Restricted List securities that are: (a) small-cap stocks (i.e., stocks not entitled to the Large Cap exception) and (b) large-cap stocks that exceed the daily 1,000 share maximum permitted under the Large Cap exception. Failure to pre-clear an otherwise permitted trade of up to 1,000 shares of a large-cap security is subject to the sanctions described above in paragraph A.
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APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions
PanAgora has always forbidden trading on material nonpublic information (inside information) by its employees. Tough federal laws make it important for PanAgora to state that prohibition in the strongest possible terms, and to establish, maintain, and enforce written policies and procedures to prevent the misuse of material nonpublic information.
Unlawful trading while in possession of inside information can be a crime. Federal law provides that an individual convicted of trading on inside information may go to jail for a period of time. There is also significant monetary liability for an inside trader; the Securities and Exchange Commission can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In addition private plaintiffs can seek recovery for harm suffered by them. The inside trader is not the only one subject to liability. In certain cases, controlling persons of inside traders (including supervisors of inside traders or PanAgora itself) can be liable for large penalties.
Section 1 of this Policy Statement contains rules concerning inside information. Section 2 contains a discussion of what constitutes unlawful insider trading.
Neither material nonpublic information nor unlawful insider trading is easy to define. Section 2 of this Policy Statement gives a general overview of the law in this area. However, the legal issues are complex and must be resolved by the Code of Ethics Officer. If an employee has any doubt as to whether she has received material nonpublic information, she must consult with the Code of Ethics Officer prior to using that information in connection with the purchase or sale of a security for his own account or the account of any PanAgora client, or communicating the information to others. A simple rule of thumb is if you think the information is not available to the public at large, dont disclose it to others and dont trade securities to which the inside information relates.
An employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer. If an employee has failed to consult the Code of Ethics Officer, PanAgora will not excuse employee misuse of inside information on the ground that the employee claims to have been confused about this Policy Statement or the nature of the information in his possession.
If PanAgora determines, in its sole discretion, that an employee has failed to abide by this Policy Statement, or has engaged in conduct that raises a significant question concerning insider trading, he will be subject to disciplinary action, including termination of employment.
There are no exceptions to this policy statement and no one is exempt .
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APPENDIX A
Gender references in Appendix A alternate.
Code of Ethics Administrator
The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, non-discretionary administration of this Policy Statement.
Code of Ethics Officer
The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Policy Statement. The Code of Ethics Officer shall be the chief compliance officer or such other person as is designated by the chief executive officer of PanAgora. If he or she is unavailable, the Deputy Code of Ethics Officer (to be appointed by the Code of Ethics Officer) shall act in his or her stead. The Code of Ethics Officer is Louis Iglesias. The Deputy Code of Ethics Officer is Courtney Czekanski.
Immediate family
Spouse, domestic partner, minor children or other relatives living in the same household as the PanAgora employee.
Purchase or sale of a security
Any acquisition or transfer of any interest in the security for direct or indirect consideration, including the writing of an option.
PanAgora
Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.
PanAgora client
Any of the PanAgora clients.
PanAgora employee (or employee)
Any employee of PanAgora.
Security
Anything defined as a security under federal law. The term includes any type of equity or debt security, any interest in a business trust or partnership, and any rights relating to a
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security, such as put and call options, warrants, convertible securities, and securities indexes. (Note: The definition of security in this Policy Statement varies significantly from that in the Code of Ethics. For example, the definition in this Policy Statement specifically includes all securities of any type.)
Transaction for a personal account (or personal securities transaction)
Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a PanAgora employee or immediate family member is a partner with investment discretion; (d) for the account of a trust in which a PanAgora employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora client account which receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion. Officers and employees of PIL must also consult the relevant procedures on compliance with U.K. insider dealing legislation set forth in PILs Compliance Manual (See Rule 3 of Section IV of the Code of Ethics).
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APPENDIX A
SECTION I: Rules Concerning Inside Information
No PanAgora employee shall purchase or sell any security listed on the Inside Information List (the Red List) either for his personal account or for a PanAgora client.
IMPLEMENTATION
When an employee contacts the Code of Ethics Administrator seeking clearance for a personal securities transaction, the Code of Ethics Administrators response as to whether a security appears on the Restricted List will include securities on the Red List.
COMMENT
This Rule is designed to prohibit any employee from trading a security while PanAgora may have inside information concerning that security or the issuer. Every trade, whether for a personal account or for a PanAgora client, is subject to this Rule.
Rule 2: Material, Non-Public Information
No PanAgora employee shall purchase or sell any security, either for a personal account or for the account of a PanAgora client, while in possession of material, nonpublic information concerning that security or the issuer, without the prior written approval of the Code of Ethics Officer.
IMPLEMENTATION
In order to obtain prior written approval of the Code of Ethics Officer, a PanAgora employee should follow the reporting steps prescribed in Rule 3.
COMMENTS
Rule 1 concerns the conduct of an employee when PanAgora possesses material nonpublic information. Rule 2 concerns the conduct of an employee who herself possesses material, nonpublic information about a security that is not yet on the Red List.
If an employee has any question as to whether information she possesses is material and/or nonpublic information, she must contact the Code of Ethics Officer in accordance with Rule 3 prior to purchasing or selling any security related to the information or communicating the information to others. The Code of Ethics Officer shall have the sole authority to determine what constitutes material, nonpublic information for the purposes of this Policy Statement.
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Rule 3: Reporting of Material, Non-Public Information
Any PanAgora employee who believes he is aware of or has received material, nonpublic information concerning a security or the issuer shall immediately report the information to the Code of Ethics Officer, the Deputy Code of Ethics Officer or, in their absence, a lawyer in the Putnam Legal and Compliance Department and to no one else. After reporting the information, the PanAgora employee shall comply strictly with Rule 2 by not trading in the security without the prior written approval of the Code of Ethics Officer and shall: (a) take precautions to ensure the continued confidentiality of the information; and (b) refrain from communicating the information in question to any person.
IMPLEMENTATION
A. In order to make any use of potential material, nonpublic information, including purchasing or selling a security or communicating the information to others, an employee must communicate that information to the Code of Ethics Officer in a way designed to prevent the spread of such information. Once the employee has reported potential material, nonpublic information to the Code of Ethics Officer, the Code of Ethics Officer will evaluate whether information constitutes material, nonpublic information, and whether a duty exists that makes use of such information improper. If the Code of Ethics Officer determines either (a) that the information is not material or is public, or (b) that use of the information is proper, he will issue a written approval to the employee specifically authorizing trading while in possession of the information, if the employee so requests. If the Code of Ethics Officer determines (a) that the information may be nonpublic and material, and (b) that use of such information may be improper, he will place the security that is the subject of such information on the Red List.
B. An employee who reports potential inside information to the Code of Ethics Officer should expect that the Code of Ethics Officer will need significant information (and time to gather such information) to make the evaluation described in the foregoing paragraph, including information about (a) the manner in which the employee acquired the information, and (b) the identity of individuals to whom the employee has revealed the information, or who have otherwise learned the information. In appropriate situations, the Code of Ethics Officer will normally place the affected security or securities on the Red List pending the completion of his evaluation.
C. If an employee possesses documents, disks, or other materials containing the potential inside information, an employee must take precautions to ensure the confidentiality of the information in question. Those precautions include (a) putting documents containing such information out of the view of a casual observer, and (b) securing files containing such documents or ensuring that computer files reflecting such information are secure from
viewing by others.
D. Members of the executive board of directors and members of chief financial officers staff may not trade securities of MMC in the period from the end of each calendar quarter
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to the date of announcement of MMCs earnings for such quarter.
COMMENTS
While all employees must pre-clear trades of MMC securities and make sure they are not in possession of material inside information about MMC when trading, certain employees who may receive information about PanAgoras earnings are subject to the rules above concerning trading black out periods.
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APPENDIX A
SECTION II: Overview of Insider Trading
Introduction
This section of the Policy Statement provides guidelines for employees as to what may constitute inside information. It is possible that in the course of her employment, an employee may receive inside information. No employee should misuse that information, either by trading for her own account or by communicating the information to others.
What constitutes unlawful insider trading?
The basic definition of unlawful insider trading is trading on material, nonpublic information (also called inside information) by an individual who has a duty not to take advantage of the information. The following sections help explain the definition.
What is material information?
Trading on inside information is not a basis for liability unless the information is material. Information is material if a reasonable person would attach importance to the information in determining his course of action with respect to a security. Information that is reasonably likely to affect the price of a companys securities is material, but effect on price is not the sole criterion for determining materiality. Information that employees should consider material includes but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, reorganization, recapitalization, asset sales, plans to commence a tender offer, merger or acquisition proposals or agreements, major litigation, liquidity problems, significant contracts, and
extraordinary management developments.
Material information does not have to relate to a companys business. For example, a court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal s Heard on the
Street column and whether those reports would be favorable or not.
What is nonpublic information?
Information is nonpublic until it has been effectively communicated to, and sufficient opportunity has existed for it to be absorbed by, the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission,
or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal , or other publications of general circulation would be considered public.
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Who has a duty not to take advantage of inside information?
Unlawful insider trading occurs only if there is a duty not to take advantage of material nonpublic information. When there is no such duty, it is permissible to trade while in possession of such information. Questions as to whether a duty exists are complex, fact-specific, and must be answered by a lawyer. If you have any doubt, err on the side of caution.
Insiders and Temporary Insiders
Corporate insiders have a duty not to take advantage of inside information. The concept of insider is broad. It includes officers, directors, and employees of a corporation. In addition, a person can be a temporary insider if she enters into a special confidential relationship with a corporation and as a result is given access to information concerning the corporations affairs. A temporary insider can include, among others, accounting firms, consulting firms, law firms, banks, and the employees of such organizations. PanAgora would generally be a temporary insider of a corporation it advises or for which it performs other services, because typically PanAgora clients expect PanAgora to keep any information disclosed to it confidential.
EXAMPLE
An investment advisor to the pension fund of a large publicly-traded corporation, Acme, Inc., learns from an Acme employee that Acme will not be making the minimum required annual contribution to the pension fund because of a serious downturn in Acmes financial situation. The information conveyed is material and nonpublic.
COMMENT
Neither the investment advisor or its employees, nor its clients can trade on the basis of that information, because the investment advisor and its employees could be considered temporary insiders of Acme.
Misappropriators
Certain people who are not insiders (or temporary insiders) also have a duty not to deceptively take advantage of inside information. Included in this category is an individual who misappropriates (or takes for his own use) material, nonpublic information in violation of a duty owed either to the corporation that is the subject of inside information or some other entity. Such a misappropriator can be held liable if he trades while in possession of that material, nonpublic information.
EXAMPLE
The Chief Investment Officer of Acme, Inc., is aware of Acmes plans to engage in a hostile takeover of Profit, Inc. The proposed hostile takeover is material and nonpublic.
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COMMENT
The Chief Investment Officer of Acme cannot trade in Profit, Inc.s stock for his own account. Even though he owes no duty to Profit, Inc., or its shareholders, he owes a duty to Acme not to take advantage of the information about the proposed hostile takeover by using it for his personal benefit.
Tippers and Tippees
A person (the tippee) who receives material, nonpublic information from an insider or misappropriator (the tipper) has a duty not to trade while in possession of that information if he knew or should have known that the information was provided by the tipper for an improper purpose and in breach of a duty owed by the tipper. In this context, it is an improper purpose for a person to provide such information for personal benefit, such as money, affection, or friendship.
EXAMPLE
The Chief Executive Officer of Acme, Inc., tells his daughter that negotiations concerning a previously announced acquisition of Acme have been terminated. This news is material and, at the time the father tells his daughter, nonpublic. The daughter sells her shares of Acme.
COMMENT
The father is a tipper because he has a duty to Acme and its shareholders not to take advantage of the information concerning the breakdown of negotiations, and he has conveyed the information for an improper purpose (here, out of love and affection for his daughter). The daughter is a tippee and is liable for trading on inside information because she knew or should have known that her father was conveying the information to her for his personal benefit, and that her father had a duty not to take advantage of Acme information.
A person can be a tippee even if he did not learn the information directly from the tipper, but learned it from a previous tippee.
EXAMPLE
An employee of a law firm which works on mergers and acquisitions learns at work about impending acquisitions. She tells her friend and her friends stockbroker about the upcoming acquisitions on a regular basis. The stockbroker tells the brother of a client on a regular basis, who in turn tells two friends, A and B. A and B buy shares of the companies being acquired before public announcement of the acquisition, and regularly profit from such purchases. A and B do not know the employee of the law firm. They do not, however, ask about the source of the information.
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COMMENT
A and B, although they have never heard of the tipper, are tippees because they did not ask about the source of the information, even though they were experienced investors, and were aware that the tips they received from this particular source were always right.
Who can be liable for insider trading?
The categories of individuals discussed above (insiders, temporary insiders, misappropriators, or tippees) can be liable if they trade while in possession of material nonpublic information.
In addition, individuals other than those who actually trade on inside information can be liable for trades of others. A tipper can be liable if (a) he provided the information in exchange for a personal benefit in breach of a duty, and (b) the recipient of the information (the tippee) traded while in possession of the information.
Most importantly, a controlling person can be liable if the controlling person knew or recklessly disregarded the fact that the controlled person was likely to engage in misuse of inside information and failed to take appropriate steps to prevent it. PanAgora is a controlling person of its employees. In addition, certain supervisors may be controlling persons of those employees they supervise.
EXAMPLE
A supervisor of an analyst learns that the analyst has, over a long period of time, secretly received material inside information from Acme, Inc.s Chief Investment Officer. The supervisor learns that the analyst has engaged in a number of trades for his personal account on the basis of the inside information. The supervisor takes no action.
COMMENT
Even if he is not liable to a private plaintiff, the supervisor can be liable to the Securities and Exchange Commission for a civil penalty of up to three times the amount of the analysts profit. (Penalties are discussed in the following section.)
Penalties for insider trading
Penalties for misuse of inside information are severe, both for individuals involved in such unlawful conduct and their employers. A person who violates the insider trading laws can be subject to some or all of the types penalties below, even if he does not personally benefit from the violation. Penalties include:
Jail sentences, criminal monetary penalties.
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Injunctions permanently preventing an individual from working in the securities industry.
Injunctions ordering an individual to pay over profits obtained from unlawful insider trading.
Civil penalties substantially greater than the profit gained or loss avoided by the trader, even if the individual paying the penalty did not trade or did not benefit personally.
Civil penalties for the employer or other controlling person.
Damages in the amount of actual losses suffered by other participants in the market for the security at issue.
Regardless of whether penalties or money damages are sought by others, PanAgora will take whatever action it deems appropriate (including dismissal) if PanAgora determines, in its sole discretion, that an employee appears to have committed any violation of this Policy Statement, or to have engaged in any conduct which raises significant questions about whether an insider trading violation has occurred.
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APPENDIX B: Policy Statement Regarding Employee Trades in Shares of PanAgora or Putnam Closed-End Funds
Pre-clearance for all employees
Any purchase or sale of PanAgora or Putnam closed-end fund shares by a PanAgora employee must be pre-cleared by the Code of Ethics Officer or, in his absence, the Deputy Code of Ethics Officer. A list of the closed-end funds can be obtained from the Code of Ethics Administrator. The automated pre-clearance system is not available for PanAgora or Putnam closed-end fund clearance. Trading in shares of closed-end funds is subject to all the rules of the Code of Ethics. Contact the Code of Ethics Administrator with these pre-clearance requests.
Special Rules Applicable to Managing Directors of PanAgora Investment
Management, LLC and officers of the PanAgora Funds.
Please be aware that any employee who is a director of PanAgora and officers of PanAgora will not receive clearance to engage in any combination of purchase and sale or sale and purchase of the shares of a given closed-end fund within six months of each other. Therefore, purchases should be made only if you intend to hold the shares more than six months; no sales of fund shares should be made if you intend to purchase additional shares of that same fund within six months.
You are also required to file certain forms with the Securities and Exchange Commission in connection with purchases and sales of PanAgora closed-end funds. Please contact the Code of Ethics Officer Administrator for further information.
Reporting by all employees
As with any purchase or sale of a security, duplicate confirmations of all such purchases and sales must be forwarded to the Code of Ethics Officer by the broker-dealer utilized by an employee. If you are required to file a quarterly report of all personal securities transactions, this report should include all purchases and sales of closed-end fund shares .
Certain forms are also required to be filed with the Securities and Exchange Commission in connection with purchases and sales of Putnam closed-end funds. You will be notified by the Code of Ethics Administrator if this applies to you. Please contact the Code of Ethics Officer or Deputy Code of Ethics Officer if there are any questions regarding these matters.
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APPENDIX C: Contra-Trading Rule Clearance Form
To: Code of Ethics Officer
From: __________________________________________________________________
Date: ___________________________________________________________________
Re: Personal Securities Transaction of ________________________________________
This serves as prior written approval of the personal securities transaction described below:
Name of portfolio manager contemplating personal trade: _________________________
Security to be traded: ______________________________________________________
Amount to be traded: ______________________________________________________
Fund holding securities: ____________________________________________________
Amount held by fund: _____________________________________________________
Reason for personal trade: __________________________________________________
Specific reason sale of securities is inappropriate for fund: ________________________
________________________________________________________________________
________________________________________________________________________
(Please attach additional sheets if necessary.)
Director approval: ________________________________ Date:___________________
Compliance approval: ________________________ Date: ___________________
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APPENDIX D: CFA Institute Code of Ethics and Standards of Professional Conduct
The CFA Institute Code of Ethics (Full Text)
Members of the Association for Investment Management and Research shall:
Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, employers, employees, and fellow members.
Practice and encourage others to practice in a professional and ethical manner that will reflect credit on members and their profession.
Strive to maintain and improve their competence and the competence of others in the profession.
Use reasonable care and exercise independent professional judgment.
The Standards of Professional Conduct
All members of the Association for Investment Management and Research and the holders of and candidates for the Chartered Financial Analyst designation are obligated to conduct their activities in accordance with the following Code of Ethics. Disciplinary sanctions may be imposed for violations of the Code and Standards.
Fundamental responsibilities
Relationships with and responsibilities to a profession
Relationships with and responsibilities to an employer
Relationships with and responsibilities to clients and prospects
Relationships with and responsibilities to the public
Standards of Practice Handbook
Fundamental Responsibilities
Members shall maintain knowledge of and comply with all applicable laws, rules, and regulations (including AIMRs Code of Ethics and Standards of Professional Conduct) of any government, governmental agency, regulatory organization, licensing agency, or professional association governing the members professional activities.
Not knowingly participate in or assist any violation of such laws, rules, or regulations.
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Relationships with and Responsibilities to the Profession
Use of Professional Designation
AIMR members may reference their membership only in a dignified and judicious manner. The use of the reference may be accompanied by an accurate explanation of the requirements that have been met to obtain membership in these organizations.
Those who have earned the right to use the Chartered Financial Analyst designation may use the marks Chartered Financial Analyst or CFA and are encouraged to do so, but only in a proper, dignified, and judicious manner. The use of the designation may be accompanied by an accurate explanation of the requirements that have been met to obtain the right to use the designation.
Candidates in the CFA Program, as defined in the AIMR Bylaws, may reference their participation in the CFA Program, but the reference must clearly state that an individual is a candidate in the CFA Program and cannot imply that the candidate has achieved any type of partial designation.
Professional Misconduct
Members shall not engage in any professional conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any act that reflects adversely on their honesty, trustworthiness, or professional competence.
Members and candidates shall not engage in any conduct or commit any act that compromises the integrity of the CFA designation or the integrity or validity of the examinations leading to the award of the right to use the CFA designation.
Prohibition against Plagiarism
Members shall not copy or use, in substantially the same form as the original, material prepared by another without acknowledging and identifying the name of the author, publisher, or source of such material. Members may use, without acknowledgment, factual information published by recognized financial and statistical reporting services or similar sources.
Relationships with and Responsibilities to the Employer
Obligation to Inform Employer of Code and Standards
Members shall inform their employer in writing, through their direct supervisor, that they are obligated to comply with the Code and Standards and are subject to disciplinary sanctions for violations thereof.
Members shall deliver a copy of the Code and Standards to their employer if the
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employer does not have a copy.
Duty to Employer
Members shall not undertake any independent practice that could result in compensation or other benefit in competition with their employer unless they obtain written consent from both their employer and the persons or entities for whom they undertake independent practice.
Disclosure of Conflicts to Employer
Members shall comply with any prohibitions on activities imposed by their employer if a conflict of interest exists.
Disclosure of Additional Compensation Arrangements
Members shall disclose to their employer in writing all monetary compensation or other benefits that they receive for their services that are in addition to compensation or benefits conferred by a members employer.
Responsibilities of Supervisors
Members with supervisory responsibility, authority, or the ability to influence the conduct of others shall exercise reasonable supervision over those subject to their supervision or authority to prevent any violation of applicable statutes, regulations, or provisions of the Code and Standards. In so doing, members are entitled to rely on reasonable procedures to detect and prevent such violations.
Relationships with and Responsibilities to Clients and Prospects
Investment Process
REASONABLE BASIS AND REPRESENTATIONS
Exercise diligence and thoroughness in making investment recommendations or in taking investment actions.
Have a reasonable and adequate basis, supported by appropriate research and investigation, for such recommendations or actions.
Make reasonable and diligent efforts to avoid any material misrepresentation in any research report or investment recommendation.
Maintain appropriate records to support the reasonableness of such recommendations or actions.
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RESEARCH REPORTS
Use reasonable judgment regarding the inclusion or exclusion of relevant factors in research reports.
Distinguish between facts and opinions in research reports.
Indicate the basic characteristics of the investment involved when preparing for public distribution a research report that is not directly related to a specific portfolio or client.
INDEPENDENCE AND OBJECTIVITY
Members shall use reasonable care and judgment to achieve and maintain independence and objectivity in making investment recommendations or taking investment action.
Interactions with Clients and Prospects
FIDUCIARY DUTIES
In relationships with clients, members shall use particular care in determining applicable fiduciary duty and shall comply with such duty as to those persons and interests to whom the duty is owed. Members must act for the benefit of their clients and place their clients interests before their own.
PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS
Members shall:
Make a reasonable inquiry into a clients financial situation, investment experience, and investment objectives prior to making any investment recommendations and shall update this information as necessary, but no less frequently than annually, to allow the members to adjust their investment recommendations to reflect changed circumstances.
Consider the appropriateness and suitability of investment recommendations or actions for each portfolio or client. In determining appropriateness and suitability, members shall consider applicable relevant factors, including the needs and circumstances of the portfolio or client, the basic characteristics of the investment involved, and the basic characteristics of the total portfolio.
Members shall not make a recommendation unless they reasonably determine that the recommendation is suitable to the clients financial situation, investment experience, and investment objectives.
Distinguish between facts and opinions in the presentation of investment recommendations.
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Disclose to clients and prospects the basic format and general principles of the investment processes by which securities are selected and portfolios are constructed and shall promptly disclose to clients and prospects any changes that might significantly affect those processes.
FAIR DEALING
Members shall deal fairly and objectively with all clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.
PRIORITY OF TRANSACTIONS
Transactions for clients and employers shall have priority over transactions in securities or other investments of which a member is the beneficial owner so that such personal transactions do not operate adversely to their clients or employers interests. If members make a recommendation regarding the purchase or sale of a security or other investment, they shall give their clients and employer adequate opportunity to act on their recommendations before acting on their own behalf. For purposes of the Code and Standards, a member is a beneficial owner if the member has:
direct or indirect pecuniary interest in the securities;
the power to vote or direct the voting of the shares of the securities or investments;
the power to dispose or direct the disposition of the security or investment.
PRESERVATION OF CONFIDENTIALITY
Members shall preserve the confidentiality of information communicated by clients, prospects, or employers concerning matters within the scope of the client-member, prospect-member, or employer-member relationship unless a member receives information concerning illegal activities on the part of the client, prospect, or employer.
PROHIBITION AGAINST MISREPRESENTATION
Members shall not make any statements, orally or in writing, that misrepresent
the services that they or their firms are capable of performing;
their qualifications or the qualifications of their firm;
the members academic or professional credentials.
Members shall not make or imply, orally or in writing, any assurances or guarantees regarding any investment except to communicate accurate information regarding the
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terms of the investment instrument and the issuers obligations under the instrument.
DISCLOSURE OF CONFLICTS TO CLIENTS AND PROSPECTS
Members shall disclose to their clients and prospects all matters, including beneficial ownership of securities or other investments, that reasonably could be expected to impair the members ability to make unbiased and objective recommendations.
DISCLOSURE OF REFERRAL FEES
Members shall disclose to clients and prospects any consideration or benefit received by the member or delivered to others for the recommendation of any services to the client or prospect.
Relationships with and Responsibilities to the Public
PROHIBITION AGAINST USE OF MATERIAL NONPUBLIC INFORMATION
Members who possess material nonpublic information related to the value of a security shall not trade or cause others to trade in that security if such trading would breach a duty or if the information was misappropriated or relates to a tender offer. If members receive material nonpublic information in confidence, they shall not breach that confidence by trading or causing others to trade in securities to which such information relates. Members shall make reasonable efforts to achieve public dissemination of material nonpublic information disclosed in breach of a duty.
PERFORMANCE PRESENTATION
Members shall not make any statements, orally or in writing, that misrepresent the investment performance that they or their firms have accomplished or can reasonably be expected to achieve. If members communicate individual or firm performance information directly or indirectly to clients or prospective clients, or in a manner intended to be received by clients or prospective clients, members shall make every reasonable effort to assure that such performance information is a fair, accurate, and complete
presentation of such performance.
APPENDIX E: Report of Entertainment Form
This form must be filed with the PanAgora Legal and Compliance Department and sanctions may apply if received after 10 business days of attending an event. Planned absences, i.e., vacations, leaves or business trips are not valid excuses for providing late reports. Failure to meet the deadline violates the Codes rules .
Send to:
Courtney Czekanski
OR
Attach to an e-mail to:
cczekanski@panagora.com
Name of employee: _______________________________________________________
Name of party providing entertainment:
Firm: __________________________________________________________________
Person: _________________________________________________________________
Date of entertainment: _____________________________________________________
Describe entertainment provided: ____________________________________________
(e.g., name and location of restaurant, sporting, or cultural event)
Value of entertainment (excluding meals): _____________________________________
Signature: ____________________________________ Date: _____________________
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May 2007
AMENDMENT TO THE
STATE STREET GLOBAL ADVISORS / SSGA FUNDS MANAGEMENT, INC.
CODE OF ETHICS
The following amends and supplements the State Street Global Advisors (SSgA) and SSgA Funds Management, Inc. (SSgA FM) (collectively, SSgA) Code of Ethics dated October 2005. This Amendment should be kept with your copy of the October 2005 Code of Ethics. This Amendment and the October 2005 Code of Ethics are available on the SSgA Intranet Code of Ethics page.
All employees, officers and directors of SSgA are responsible for maintaining the highest standards of integrity and ethical business conduct.
Ethical Standards |
Each SSgA employee is responsible for maintaining the highest ethical standards when conducting SSgAs business. This means:
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Each employee has a fiduciary duty to SSgA clients and must at all times place the interests of clients first and may not take advantage of client transactions. |
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Each employee must avoid or disclose conflicts with the interests of clients - - or even the appearance of such conflict - - whether or not there is a specific provision in the Code addressing the conflict. |
All personal securities transactions of employees must be conducted consistent with the Code and in such a manner as to avoid any abuse of the employees position of trust and responsibility;
No employee may take inappropriate advantage of his or her position (or knowledge received thereby) or engage in any fraudulent or manipulative practice with respect to client accounts.
Code Requirements
All employees must comply with the applicable U.S. Federal Securities Laws. (This includes the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under these statutes, the Bank Secrecy Act and rules adopted thereunder by the SEC or the Department of the Treasury.)
The Code further requires each employee to prepare and submit to Compliance initial, quarterly and annual personal securities holdings and transactions reports through the StarCompliance System . The Code and the StarCompliance System sets forth requirements for the time frames and information required for each of these reports, including certain information about securities owned by an employees family members. The reports must be submitted in the stated timeframes and contain current information and will be reviewed by Compliance.
SSgA will provide every employee with a copy of the Code and any amendments, and will require every employee to certify annually that he or she has reviewed and understands the Code and all amendments. The current Code is available on the SSgA Intranet Code of Ethics page.
Each employee must report any violation of the Code, including by other employees, to his or her local Compliance officer. Failure to comply with the Code may result in serious sanctions including reprimands, fines, disgorgement of profits, or dismissal.
If you have any question about the interpretation or applicability of any section of the Code, please consult your local Compliance officer.
POWER OF ATTORNEY
I, the undersigned trustee or officer of the Quantitative Group of Funds, (Series individually listed on Annex A) for which Quantitative Investment Advisors, Inc. acts as investment adviser, hereby constitute and appoint Willard L. Umphrey, Leon Okurowski and Elizabeth A. Watson, and each of them acting singly, to be my true, sufficient and lawful attorneys, with full power to each of them and each of them acting singly, to sign for me, in my name and the capacities indicated below, (i) any Registration Statement on Form N-1A, Form N-14, or any other applicable registration form under the Investment Company Act of 1940, as amended, and/or under the Securities Act of 1933, as amended, and any and all amendments thereto filed by the Quantitative Group of Funds or any investment company for which Quantitative Investment Advisors, Inc. or any of its affiliates acts as investment adviser in the future (each a Trust) of which I am now or am on the date of such filing a Trustee or officer of the Trust, (ii) any application, notice or other filings with the Securities and Exchange Commission, and (iii) any and all other documents and papers relating thereto, and generally to do all such things in my name and on behalf of me in the capacities indicated to enable each Trust to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and thereunder, hereby ratifying and confirming my signature as it may be signed by said attorneys or each of them to any and all Registration Statements and amendments to said Registration
Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 24th day of April, 2007.
/s/ Robert M. Armstrong Robert M. Armstrong |
/s/ Clinton S. Marshall Clinton S. Marshall |
/s/ John M. Bulbrook John M. Bulbrook |
/s/ Leon Okurowski Leon Okurowski |
/s/ Edward E. Burrows Edward E. Burrows |
/s/ Elizabeth A. Watson Elizabeth A. Watson |
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/s/ Willard L. Umphrey Willard L. Umphrey |
/s/ William H. Dunlap William H. Dunlap |
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POWER OF ATTORNEY
ANNEX A
Quant Emerging Markets Fund
Quant Foreign Value Fund
Quant Long/Short Fund
Quant Small Cap Fund