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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. 38
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 40
QUANTITATIVE GROUP OF FUNDS d/b/a QUANT FUNDS
55 Old Bedford Road
Lincoln, MA 01773
(781) 259-1144
SANDRA I. MADDEN, Senior Counsel
Quantitative Investment Advisors, Inc.
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 May 1, 2008 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 Foreign Value Small Cap Fund
Ordinary and Institutional Shares
PROSPECTUS
May 1, 2008
TABLE OF CONTENTS |
Page |
Basic Information about the Fund |
2 |
Summary of Fees and Expenses |
7 |
Non-Principal Investment Policies and Related Risks |
8 |
Management of the Fund |
9 |
How to Invest |
13 |
How to Exchange |
19 |
How to Redeem |
19 |
Calculation of Net Asset Value |
23 |
Shareholder Services |
24 |
Shareholder Account Policies |
25 |
Other Policies |
27 |
Dividends, Distributions and Taxation |
28 |
Financial Highlights |
30 |
An investment in the Fund is NOT a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The 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.
BASIC INFORMATION ABOUT THE FUND
Quant Foreign Value Small Cap Fund (the Fund) Investment Objective
Long-term growth of capital and income.
Principal Investment Strategies
Under normal market conditions, the 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 and 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, the Fund invests in foreign markets issuers in Europe, Australia, and the larger capital markets of the Far East; however, the 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 the Funds investment policies, common stocks include securities with common stock characteristics such as depositary receipts (see below), participatory notes, warrants and rights. The Fund may also buy and sell forward foreign currency exchange contracts in non-U.S. currencies in connection with its investments.
The 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 the 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.
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.
The Funds advisor, Polaris Capital Management, LLC (Polaris or the Advisor) primarily employs an investment approach that combines investment technology with fundamental analysis to select investments. This investment approach relies on computer databases, proprietary screens, and financial models to assist in the stock selection process. Proprietary computer models, databases and screens 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.
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The 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 normally volatile 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 16,000 international companies to identify a pool of approximately 500 to 900 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 will maintain a watch-list of companies which may be used if the valuation of a company held in the Funds portfolio falls below the value of an alternative company. With the benefit of these rankings, the Funds Advisor also can monitor a portfolio of securities for consistency with the Funds investment objectives.
The Fund generally will be invested in issuers in ten or more foreign countries. Although the Funds Advisor may invest in both value stocks and growth stocks, the Fund mainly invests in value stocks that the 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.
For the Quant Foreign Value Small Cap Fund the manager will focus on smaller capitalization companies whose equity market value is generally less than $2 billion.
Principal Risks
An investment in the Fund involves a high degree of risk. Even though the 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. Even though the 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:
Stock Market Risk
The risk that the stock price of one or more of the companies in the 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 the Funds investments, regardless of how well the companies in which the Fund invests perform.
Common Stocks Risk
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.
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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.
Warrants Risk
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.
Small Cap Companies Risk
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.
Value Stocks Risk
To the extent the Fund invests in value stocks, if the Funds Advisors assessment of a companys prospects is wrong, or if the market fails to recognize the stocks value, then the price of the companys stock may not approach the value that the Funds Advisor believes is the full market value. Value stocks may also decline in price even when the Funds Advisor already believes they are undervalued.
Growth Stocks Risk
To the extent the Fund invests in growth stocks, if the Funds Advisors assessment of the prospects for the companys earnings growth is wrong, or if its judgment about how other investors will value the companys earnings growth is wrong, then the price of the companys stock may fall or not approach the value that the Funds Advisor has placed on it.
Foreign Investments Risk
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.
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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.
Emerging Markets Investments Risk
The Fund may invest in emerging markets countries . 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.
Derivatives. The 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 the 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.
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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 the Funds return as a non-hedging strategy that may be considered speculative.
Non-Diversification Risk
The Fund 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 Fund, which tend to be more vulnerable to adverse developments.
Performance
This section of the prospectus would normally show how the Funds total return has varied from year to year, along with a broad-based market index for reference. Because the Fund is new and has less than one calendar year of performance as of the date of this prospectus, there is no past performance to report.
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SUMMARY OF FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
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) |
None |
None |
Redemption Fee |
None |
None |
Annual Fund Operating Expenses as a percentage of average net assets
(expenses that are deducted from Fund assets)
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 Estimated for current fiscal year. The Fund has an expense offset arrangement that reduces their custodian fee based upon the amount of cash maintained by the Fund 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 Fund.
4 Quantitative Investment Advisors, Inc., the Funds Manager has contractually agreed to maintain the Funds total annual operating expenses at 2.00% and 2.25% of average daily net assets for the Institutional Shares and the Ordinary Shares, respectively, until July 31, 2009.
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Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the 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:
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Ordinary Shares |
Institutional Shares |
||
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1 Year |
3 Years |
1 Year |
3 Years |
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284 |
681 |
154 |
485 |
This Example assumes that you do not redeem your shares at the end of the period:
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Ordinary Shares |
Institutional Shares |
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1 Year |
3 Years |
1 Year |
3 Years |
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179 |
565 |
154 |
485 |
The Example does not reflect deferred sales charges. 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 Fund describes the Funds investment objective and principal investment strategies and risks. This section describes additional investments that the Fund may make or strategies it may pursue to a lesser degree to achieve the Funds goal. Some of the 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.
Investments other than Common Stocks. The 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.
The Fund will invest in convertible securities primarily for their equity characteristics.
The Fund may invest in fixed income securities of any maturity. The 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 that could contribute to a decline in the market value of debt securities in the Funds portfolio include rising interest rates or a reduction in the perceived
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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 the 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, the Fund will, in some cases, indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests.
Short Term Trading. Normally, the Funds Advisor does not trade for short-term profits. The Fund will sell an investment, however, even if it has only been held for a short time, if it no longer meets the Funds investment criteria.
Portfolio Turnover. The Funds annual portfolio turnover ratio will vary. If the 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.
Cash Management and Temporary Defensive Strategies. Normally, the Funds Advisor invests substantially all of the Funds assets to meet the Funds investment objective. The Funds Advisor may invest the remainder of the 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, the Funds Advisor may judge that market conditions make pursuing the Funds investment strategies inconsistent with the best interests of its shareholders. The Funds Advisor may then temporarily use alternative strategies that are mainly designed to limit the Funds losses. Although the 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 objective.
Changes in Policies. The Trustees may change the Funds objective, investment strategies and other policies without shareholder approval, except as otherwise indicated. However, the Funds policies of investing at least 80% of its total assets in common stock of foreign markets issues and 80% of its total assets in small cap companies may not be materially revised unless shareholders are notified at least 60 days in advance of the proposed change.
MANAGEMENT OF THE FUND
Under Massachusetts law, the management of the Funds business and affairs is the ultimate responsibility of the Board of Trustees of the Fund.
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The Manager
The Fund is 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 December 31, 2007, the firm had approximately $1.6 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 Fund itself or, subject to the approval by the Trustees, select sub-advisors (the Advisors) to execute the day-to-day investment strategies of the Fund. The Manager currently employs the Advisor to make the investment decisions and portfolio transactions for the Fund and supervises the Advisors investment programs.
Day-to-day responsibility for investing the Funds assets currently is provided by the Advisor described below. The Quant Funds have received an exemptive order from the Securities and Exchange Commission (the SEC) 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 the Fund, change the terms of the advisory contracts, or enter into new advisory contracts with advisors. The Manager retains ultimate responsibility to oversee the advisors and to recommend their hiring, termination, and replacement. Shareholders of the 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
Advisor. Polaris Capital Management, LLC (Polaris or the Advisor), 125 Summer Street, Boston, MA 02110, serves as the investment sub-adviser to the Foreign Value Fund. As of December 31, 2007, Polaris had $4 billion in assets under management for institutional clients and affluent individuals.
The Advisor provides portfolio management and related services to the Fund, including trade execution.
The SAI provides additional information about each portfolio managers compensation, other accounts managed by each portfolio manager and each portfolio managers ownership of shares of the Fund.
Portfolio Management. Bernard R. Horn, Jr. is the lead portfolio manager of the Fund. Sumanta Biswas, Bin Xiao, Andry Sutanto and Rich Howe (the Investment Team) generally contribute to the day-to-day management of the Funds portfolio through such means as performing research and management of Polaris proprietary quantitative model. The Investment Team 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 The Investment Team may perform these functions, and the nature of the functions, may change from time to time.
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Portfolio manager |
Portfolio manager experience in this Fund |
Primary title with Advisor and investment experience |
Bernard R. Horn, Jr. |
Lead Portfolio Manager since 2008 (Fund inception) |
Founder and Portfolio Manager since 1995.
Investment professional since 1980.
B.S. in business administration Northeastern University 1978. M.S. degree in management from the Alfred P. Sloan School of Management at M.I.T 1980.
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Sumanta Biswas, CFA |
Since 2008 (Fund inception) assistant portfolio manager |
Assistant Portfolio Manager since 2004.
M.S. degree Boston College 2001, MBA Calcutta University in India 1996; undergraduate degree in engineering North Bengal University 1993, and a diploma in business finance from the Institute of Chartered Financial Analysts of India.
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Bin Xiao |
Analyst since 2008 (Fund inception) |
Analyst with Polaris since 2006.
Internship at HSBC Global Investment Banking in 2005, internship at Polaris Capital Management in 2004/2005. 2002 to 2004 as a software architect and project manager at PNC Financial Service Group (PFPC), following positions as an information systems engineer and software engineer at Vanguard Group and RIT Research Corporation respectively.
MBA MITs Sloan School of Management 2006; M.S. degree computer science Rochester Institute of Technology 2000; undergraduate degree Beijing Institute of Technology in China in 1998. Completed CFA Level III.
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Management and Advisory Fees Analyst since 2008 (Fund inception)
As compensation for services, the Fund pays the Manager a monthly fee at the annual rate of 1% 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 Fund, including the fees of the Advisor.
The Funds semi-annual report to be dated September 30, 2008 will contain a detailed discussion of the Board of Trustees consideration of the advisory and/or subadvisory agreements approved during the fiscal period April 1, 2008 to September 30, 2008.
Expense Limitations. The Manager may voluntarily agree to limit the total operating expenses of the Fund for a period of time by waiving fees or reimbursing the Fund for expenses 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.
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
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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 Fund is comprised of two (2) classes of shares: Ordinary Shares and Institutional Shares. Institutional shares are authorized but not offered as of the date of this prospectus. Ordinary shares of the Fund are the only share class that you may purchase.
Ordinary Shares are available to all purchasers and are subject to a fee charged pursuant to Rule 12b-1 under the 1940 Act (Rule 12b-1 fee) of 0.25% and in some cases a deferred sales charge (on redemption proceeds) of 1.00%
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 Rule 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 distribution plan under Rule 12b-1 (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 (the Code), including any plan established under the Self-Employed Individuals Tax Retirement Act of 1962 (HR-10).
The Fund or the Distributor, at their discretion, may waive these minimums.
You may make subsequent purchases in any amount, although the Fund 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
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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.
Minimum Initial
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Eligible Classes of Institutional Share Investors
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$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;
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$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:
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None |
Investments made for an individual account or a group of accounts:
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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
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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.
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The Fund has adopted the Rule 12b-1 Plan 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 Funds assets on an on-going basis, which will 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 Fund is not required to reimburse the Distributor for the excess expenses; if the Distributors fee exceeds the Distributors 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 Fund and the other series of the Quant Funds (collectively, 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 each class of the 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 days closing price, unless such trade is placed as a result of an online purchase through the 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 Fund 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 Fund may be suspended from time to time, and the Fund reserves 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
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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 Fund 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 the 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 our web site, you lose certain rights if someone gives fraudulent or unauthorized instructions to Quant Funds that result in a loss to you.
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Automatic Investment Plan
You may participate in the Automatic Investment Plan for the Fund by completing the appropriate section of the Account Application and enclosing a minimum investment of $1,000. 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 the 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 Fund 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 Fund has 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 Quant 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 the 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
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At the discretion of the Manager and relevant Advisors, you may purchase shares of the 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 Quant Fund and your account number. If you do not specify the Quant Fund and you have investments in more than one Quant Fund, we may have to return your check to you. If you wish to make additional investments in more than one Quant 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.
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 Code for employee benefit plans, using the attached Account Application.
HOW TO EXCHANGE
You can exchange all or a portion of your shares between the Fund and other 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 Quant Fund. There is no fee for exchanges. The exchange privilege is available only in states where shares of the Quant Fund being acquired may legally be sold. Individual Quant 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.
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HOW TO REDEEM
You can directly redeem shares of the 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
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
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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 Fund 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 Fund, 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 Fund employs 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.
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 Fund 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 Fund through any securities dealer with whom the Distributor has a sales agreement. You should contact your securities dealer for appropriate instructions and
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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 Fund has 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 Fund in a timely manner. The Fund reserves 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 Fund 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 Fund reserves the right to hold the redemption check until monies have been collected by the Fund from the customers bank.
The Fund 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 SEC during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Fund 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 SEC. As set forth in the prospectus, the Fund 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 value of the shares redeemed is determined to be the market value of the shares as of the date of redemption. 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 Code
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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
Additional information regarding circumstances under which the deferred sales charge is not imposed is available on the Quant Funds website at www.quantfunds.com.
Redemptions in Excess of $250,000
The Fund has reserved the right to pay redemption proceeds by a distribution in-kind of portfolio securities (rather than cash). In the event that the Fund makes an in-kind distribution, you could incur brokerage and transaction charges when converting the securities to cash. The Fund does not expect to make in-kind distributions, and if they do, the Fund 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 Fund will pay all of your redemption proceeds in cash if you provide the Fund 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 Fund. 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 the Fund share is the value of that shares portion of all of the net assets in the Fund. The 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.
Net asset value per share of each class of shares of the 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 Fund may invest in securities listed on foreign exchanges that trade on days on which it does not compute net asset value (i.e., Saturdays, Sundays and Exchange holidays), and the net asset value of shares of the Fund may be significantly affected on such days.
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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 the 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 that 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, the Fund holds 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 the Funds net asset value. Because foreign markets may be open at different times than the NYSE, the value of the 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 the 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 the Funds net asset value. If events materially affecting the value of the 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
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By Telephone: 800-326-2151
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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
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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 Quant 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 the 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 the Funds portfolio securities for purposes of calculating its net asset value does not fully reflect the then current fair market value of those holdings. The Fund investing in securities that may require special valuation processes (such as
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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 the Funds 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 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 the 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 the 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 the Fund may be adversely affected.
Frequently, 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 Fund policies.
The 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 the Fund believes are requested on behalf of market timers. The 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.
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The Fund and its 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 the Funds portfolio, such as purchases made through systematic purchase plans or payroll contributions.
The Fund 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:
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
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The Fund does not offer share certificates. Shares are electronically recorded.
OTHER POLICIES
The Fund 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 SEC.
charge a fee for wire transfers of redemption proceeds or other similar transaction processing fees.
The Fund reserves the right to:
suspend transactions in Fund shares when trading on the NYSE is closed or restricted, when the SEC 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 Posting to Website |
Funds top 10 holdings as of each quarter end
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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
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Dividends and Distributions
The 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 Fund 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 Fund, 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 the 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. The 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 the 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 Fund 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 Fund. The Fund is 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 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
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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 SAI. Fund distributions also may be subject to state, local and foreign taxes.
FINANCIAL HIGHLIGHTS
The financial highlights are not yet available for the Fund, which is newly organized.
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OBTAINING ADDITIONAL INFORMATION
More information about the Quant Funds may be obtained free upon request.
The Funds Statement of Additional Information (SAI) and annual and semi-annual reports to shareholders will include additional information about the Fund. The Funds annual report discusses the market conditions and investment strategies that significantly affected the Funds performance during its 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 Fund also files its complete schedules of portfolio holdings with the 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: |
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Quantitative Institutional Services
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By Telephone: 800-326-2151
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You may review and obtain copies of the 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 Fund 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 FINRA, SIPC
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SERVICE PROVIDERS
Manager |
Quantitative Advisors, 55 Old Bedford Road, Lincoln, MA 01773 |
Advisers |
Polaris Capital Management, LLC 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 |
Tait, Weller & Baker LLP, 1818 Market St., Suite 2400, Philadelphia, PA 19103 |
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. |
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This page is not part of the prospectus.
55 Old Bedford Road
Lincoln, MA 01773
www.quantfunds.com
Address Service Requested
© 2008 U.S. Boston Capital Corporation
Distributor of the Quant Funds
Member FINRA, SIPC
This page is not part of the prospectus.
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STATEMENT OF ADDITIONAL INFORMATION
Quant Funds
Quant Foreign Value Small Cap Fund (the Fund)
Ordinary Shares and Institutional Shares
May 1, 2008
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, dated May 1, 2008. A copy of the prospectus and annual and semi-annual shareholder reports (when available) 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.
TABLE OF CONTENTS
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PAGE |
FUND HISTORY |
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1 |
INVESTMENT OBJECTIVES AND POLICIES |
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1 |
INVESTMENT POLICIES, RISKS AND RESTRICTIONS |
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2 |
INVESTMENT RESTRICTIONS OF THE FUND |
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7 |
MANAGEMENT OF THE FUND |
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9 |
PORTFOLIO TRANSACTIONS |
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19 |
DISCLOSURE OF PORTFOLIO HOLDINGS |
20 |
HOW TO INVEST |
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21 |
HOW TO EXCHANGE |
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23 |
HOW TO REDEEM |
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23 |
CALCULATION OF NET ASSET VALUE |
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24 |
DISTRIBUTIONS |
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25 |
TAXATION |
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25 |
THE QUANT FUNDS |
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28 |
PROXY VOTING POLICIES |
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29 |
APPENDIX |
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30 |
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 Fund is a series of the Quantitative Group of Funds, or Quant Funds, a registered, open-end, management investment company (the Trust). The Fund is non-diversified. The Fund and the other funds of the Trust are collectively, the Quant Funds. Only information about the Fund is included in this SAI; information regarding other funds offered by the Trust is available in a separate prospectus and SAI. The investment objectives and policies of the Fund are summarized in the text of the prospectus following the captions BASIC INFORMATION ABOUT THE FUND 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 |
The prospectus presents the investment objectives and the principal investment strategies and risks of the Fund. This section supplements the disclosure in the Fund's prospectus and provides additional information on the 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 the Funds restrictions and policies.
CONVERTIBLE SECURITIES. The Fund 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 the Fund the opportunity to purchase the common stock at below market price or, conversely, render the right of conversion worthless. The Fund will invest in convertible securities primarily for their equity characteristics.
OTHER INVESTMENT COMPANIES. The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with its 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, the 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. The 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 (the SEC) with respect to a particular exchange traded fund ("ETF"), the 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. The 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, the 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.
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.
INVESTMENTS IN INITIAL PUBLIC OFFERINGS. To the extent consistent with its investment objective, the Fund 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 the 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. The 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 the Fund is of smaller size. In addition, as the Funds assets increase, the impact of investments in IPOs on the overall performance of the Fund is likely to decrease.
The 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, the Fund may continue to hold such stocks for longer-term investment if Polaris Capital Management, LLC (the Advisor or Polaris) 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, the Fund may purchase newly public stocks in the secondary market if the 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. The 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). The Fund may use derivatives both for hedging and non-hedging purposes. Although the 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 the 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. The 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 the Fund.
Participatory Notes. The 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 the Fund in the Funds prospectus for a 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.
OPALS. The Fund may 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 THE 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. The 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 Fund may temporarily hold funds in bank deposits in foreign currencies during the completion of investment programs, the value of the assets of the Fund, 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 Fund may incur costs in connection with conversions between various currencies. The Fund 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 Fund 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 Fund 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 the 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, the 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 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, the 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 the 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 the 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 Fund is 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 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 Fund 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 securities of foreign governments. Short-term debt obligations may also include certificates of deposit and bankers acceptances issued by U.S. banks and 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:
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 the 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 Fund will enter into repurchase agreements only with: (i) commercial banks or (ii) registered broker-dealers. Although the 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 the 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 the 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, the 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. The Fund may make secured loans of its portfolio securities amounting to not more than 30% of its total assets. See INVESTMENT RESTRICTIONS OF THE FUND. 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 the Fund an amount equal to any dividends or interest received on the securities lent. The 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, the 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 the Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Fund may also call such loans in order to sell the security involved.
OPTIONS. The Fund may write covered call options that are traded on national securities exchanges with respect to stocks in its portfolio (ensuring that the 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. The 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. The Fund may also write call options to partially hedge a possible stock market decline. Because the 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 the 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. The 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 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 the Fund will be able to effect such transactions at any particular time or at an acceptable price. If the Fund was unable to enter into a closing purchase transaction, the principal risks to the 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 the Fund, especially during periods when market prices of the underlying securities appreciate.
SHORT SALES. The 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 the Funds net assets.
Short Sales Against the Box. The Fund 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 owns 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 the Fund segregate assets in connection with certain types of transactions that may have the effect of leveraging the Funds portfolio. If the 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 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. The 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 the Fund will generally enter into forward commitments with the intention of acquiring securities for its portfolio, the Fund may dispose of a commitment prior to settlement if the Advisor deems it appropriate to do so. The Fund may realize short-term profits or losses upon the sale of forward commitments.
WARRANTS. The Fund 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 the Fund may have difficulty, or may even be legally precluded from, selling within a particular time. The Fund may invest in illiquid securities, including restricted securities and other investments that are not readily marketable. The 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 the 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, the Fund might have to bear the expense and incur the delays associated with registering the security with the SEC, and otherwise obtaining listing on a securities exchange or in the over the counter market.
ALTERNATIVE STRATEGIES. At times, the Funds Advisor may judge that market conditions make pursuing the Funds investment strategies inconsistent with the best interests of its shareholders. The 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 the 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 the 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 the Fund. As a new fund, portfolio turnover information for the Fund is not available as of the date of this SAI.
INVESTMENT RESTRICTIONS OF THE FUND |
Fundamental Investment Restrictions. The Fund has adopted certain fundamental investment restrictions which 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
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2. |
more than 50% of the outstanding shares of the Fund. |
Statements in italics are not part of the investment restriction
The Fund may not:
(1) |
issue senior securities, except to the extent permitted by applicable law, as amended and interpreted or modified from 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.
Although certain of these policies envision the Fund maintaining a position in a stock index by selling futures contracts on that index and also envision that under certain conditions the Fund may engage in transactions in stock index futures and related options, the Fund does not currently intend to engage in such transactions.
All percentage limitations on investments, except the percentage limitations with respect to borrowing in fundamental policy (2) 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 FUND
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 Fund and review the Funds performance. The majority of the Trustees are otherwise not affiliated with the Fund and not interested persons (as defined in the 1940 Act) of the Advisor, the Manager or the Fund (Non-Interested Trustees).
NON-INTERESTED TRUSTEES |
Name, Address and (Age) 1 |
Position with Fund; Length of Time Served; and Term of Office 2
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Principal Occupation(s) During Past Five Years 3 |
Number of Portfolios in Fund Complex Overseen by Trustee
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Other Directorships Held By Trustee |
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Robert M. Armstrong (69)
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Trustee (1985 to present)
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President, Alumni Career Services, Inc.; Independent financial and career consulting services |
5 |
NewPage Corporation; NewPage Holding Corporation |
John M. Bulbrook (65)
|
Trustee (1985 to present)
|
CEO and Treasurer, John M. Bulbrook Insurance Agency, Inc. |
5 |
John M. Bulbrook Insurance Agency Inc. |
Edward E. Burrows (75) |
Trustee (1985 to present)
|
Independent consulting actuary - employee benefit plans.
|
5 |
None |
William H. Dunlap (57) |
Trustee (October 2006 to present)
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President, EQ Rider, Inc., equestrian clothing sales; Principal, William H. Dunlap & Company (consulting firm) |
5 |
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 |
5 |
Great Works Internet |
_________________________
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.
INTERESTED TRUSTEE 4 AND OFFICERS
Name, Address and (Age) 5 |
Position with Fund; Length of Time Served; and Term of Office 6
|
Principal Occupation(s) During Past Five Years 7 |
Number of Portfolios in Fund Complex Overseen by Trustee
|
Other Directorships Held By Trustee |
Leon Okurowski 8 (65) |
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) |
5 |
AB&T; Everest USB Canadian Storage, Inc.; Quantitative Investment Advisors, Inc.; Medcool, 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. |
5 |
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
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_________________________
4 Mr. Umphrey is an interested person (as defined in the 1940 Act) of the Fund, by virtue of, among other things, his 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 The mailing address of each of the officers and Trustees is 55 Old Bedford Road, Lincoln, Massachusetts 01773.
6 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.
7 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.
8 Mr. Okurowski is also Vice President of the Funds Distributor, and Treasurer of the Trusts investment advisor, Quantitative Advisors.
Name, Address and (Age) 9 |
Position with Fund; Length of Time Served; and Term of Office 10
|
Principal Occupation(s) During Past Five Years 11 |
Number of Portfolios in Fund Complex Overseen by Trustee
|
Other Directorships Held By Trustee |
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 |
Sandra I. Madden (41) |
Clerk and Chief Legal Officer (April 2008 to Present) |
Senior Counsel (since 3/2008), Quantitative Investment Advisors, Inc.; Counsel (8/2005-3/2008) MetLife Advisers LLC; Sr. Associate Counsel (1999-2005) Investors Bank & Trust Company (financial services provider). |
N/A |
None |
For the fiscal year ended March 31, 2008, the annual fee paid to each Trustee was $10,000. Effective April 1, 2008, trustee compensation will be $21,000 per annum/per trustee, with the exception of the Chairman of the Audit Committee who will be paid $24,000 per annum.
COMPENSATION TABLE
for the fiscal year ended March 31, 2008
Name of Person, Position |
Aggregate Compensation from the Fund |
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
|
$0 |
N/A |
N/A |
$10,000 |
John M. Bulbrook, Trustee
|
$0 |
N/A |
N/A |
$10,000 |
Edward E. Burrows, Trustee
|
$0 |
N/A |
N/A |
$10,000 |
William H. Dunlap, Trustee*
|
$0 |
N/A |
N/A |
$10,000 |
_________________________
9 The mailing address of each of the officers and Trustees is 55 Old Bedford Road, Lincoln, Massachusetts 01773.
10 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.
11 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.
Clinton S. Marshall, Trustee
|
$0 |
N/A |
N/A |
$10,000 |
Willard L. Umphrey, Trustee
|
$0 |
N/A |
N/A |
$10,000 |
Quantitative Investment Advisors, Inc., paid Mr. Okurowski an annual fee of $10,000 for services rendered during the fiscal year ended March 31, 2008, as an officer of the Fund.
The Trusts Agreement and Declaration of Trust provides that the Fund will indemnify its 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 Fund, 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 Fund or that such indemnification would relieve any officer or Trustee of any liability to the Fund or their shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. The Fund, at its expense, will provide liability insurance for the benefit of its 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 Fund.
TRUSTEE SHARE OWNERSHIP TABLE
For the Calendar Year ended December 31, 2007
Name of Trustee |
Dollar Range of Equity Securities in Fund |
Aggregate Dollar Range of Equity Securities in Quant Fund Complex |
NON-INTERESTED TRUSTEES:
Robert M. Armstrong |
None |
$50,001-$100,000
|
John M. Bulbrook |
None |
over $100,000
|
Edward E. Burrows |
None |
$50,001-$100,000
|
William H. Dunlap
|
None |
None |
Clinton S. Marshall |
None |
$10,001-$50,000
|
INTERESTED TRUSTEES:
Willard L. Umphrey |
None |
over $100,000 |
.
COMMITTEE STRUCTURE
For the Fiscal Year Ended March 31, 2008
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. Dunlap joined this Committee on December 11, 2006.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF FUND SHARES
The Fund has not commenced operation and therefore no information on control persons is available as of the date of this SAI.
THE MANAGER AND MANAGEMENT CONTRACT
Information on the Board of Trustees approval of the Management Contract and the Advisory Contract will be contained in the Funds semi-annual report to be dated September 3, 2008. The Trustees approved the Management Contact on April 29, 2008.
The 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 the 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 Fund, Leon Okurowski, Treasurer of the Fund, 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 Fund itself or, subject to the approval by the Trustees, select a subadvisor (the Advisor) to manage certain aspects of the Fund. In the latter case, the Manager monitors the Advisors investment program and results, reviews brokerage matters, oversees compliance by the Fund 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 Fund with office space, office equipment, and personnel necessary to operate and administer the Funds business, and provides general management and administrative services to the Fund, 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 Non-Interested Trustees of the Manager or the Fund, and by (ii) either the majority vote of all the Trustees or the vote of a majority of the outstanding voting securities of the 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 Fund pays 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 Fund 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 its 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 Fund on a basis that the Trustees deem fair and equitable, which may be based on the relative net assets of the Fund or the nature of the services performed and relative applicability to the Fund. The Fund is also responsible for such non-recurring expenses as may arise, including litigation in which the Fund may be a party, and other expenses as determined by the Trustees. The Fund may have an obligation to indemnify its officers and Trustees with respect to such litigation.
The Fund has received an exemptive order from the SEC 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 the Fund, change the terms of the Advisory Contracts, or enter into new Advisory Contracts with an advisor. The Manager retains ultimate responsibility to oversee the Advisor and to recommend its hiring, termination, and replacement. Shareholders of the 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 Fund pays the Manager a monthly management fee at the annual rate of 1.00% of the Funds average daily net asset value.
ADVISORY CONTRACTS
Information on the Board of Trustees approval of the Advisory Contract will be contained in the Funds semi-annual report to be dated September 30, 2008. The Trustees approved the Advisory Contact on April 29, 2008.
Pursuant to an Advisory Contract with the Manager, the Advisor to the 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.
The 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 Non-Interested Trustees of the Advisor, the Manager or the Quant 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 the Fund to which it relates. The Advisory Contract may be terminated without penalty with respect to the 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. The Advisory Contract may be amended with respect to the Fund without a vote of the shareholders of that Fund. The 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 of the Trust and the Manager terminates generally or terminates with respect to the Fund.
The Advisory Contract provides that the Advisor shall not be subject to any liability to the Fund or to the Manager or to any shareholder of the Fund 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 paid by the Manager to the Funds Advisor is: (i) 0.35% of the aggregate average daily net asset value of the Fund for assets in the Fund up to $30 million; and (ii) 0.50% of the aggregate average daily net asset value of the Fund for assets over $30 million.
ADVISOR
Polaris Capital Management, LLC (Polaris or Advisor), 125 Summer Street, Boston, MA 02110 serves as Advisor to the Fund. As of December 31, 2007, the firm had $4 billion under management for institutional clients and wealthy individuals. Bernard R. Horn, Jr. owns of 97% of the outstanding shares of Polaris and is thus a control person of Polaris.
Portfolio Managers |
The portfolio managers for the Fund are listed below.
In some instances a portfolio manager manages other investment companies and/or investment accounts in addition to the Fund. The following tables show, as of December 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.
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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 |
Bernard R. Horn, Jr. Portfolio Manager |
Registered Investment Companies |
2 |
$810 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 the Fund that were beneficially owned by each portfolio manager as of December 31, 2007.
Portfolio Manager/Analyst |
Dollar Range of Equity Securities Owned |
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$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. |
X |
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Sumanta Biswas |
X |
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Bin Xiao |
X |
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Andry Sutanto |
X |
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Richard V. Howe |
X |
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It is possible that conflicts of interest may arise in connection with the portfolio managers management of the 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.
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 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 Fund will be 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 29, 2008 in accordance with the requirements of the 1940 Act.
DISTRIBUTOR AND DISTRIBUTION PLAN
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, as amended (the 1934 Act), and a member of the Financial Industry Regulatory Authority (FINRA). 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 Fund 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 Fund shares.
Distribution Plan. To permit the Fund to pay a monthly fee to the Distributor, the Fund has adopted a distribution plan (the Plan) on behalf of its Ordinary Shares pursuant to Rule 12b-1 under the 1940 Act to pay for the marketing and distribution of the Funds Ordinary Shares including all expenses of preparing, printing and distributing advertising and sales literature and for services provided to shareholders of the Funds Ordinary shares. The fee is not directly tied to the Distributors expenses. If expenses exceed the Distributors fees, the Fund is not required to reimburse the Distributor for excess expenses; if the Distributors fees exceed the expenses of distribution, the Distributor may realize a profit.
The Fund pays the Distributor a monthly fee at the annual Rule 12b-1 fee rate of 0.25% of average net assets attributable to 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.
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 Non-Interested Trustees who 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 the 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 Fund 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.
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 Fund.
Marketing and Intermediary Support Payments
In addition to payments made by the Fund 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 the Fund held by shareholder accounts for which certain employee sales agents of the Distributor are named as broker-of-record, and (2) 0.25% of the average net asset value of the Funds Ordinary Shares held by shareholder accounts for which certain such employee sales agents of the Distributor are named as broker-of-record.
As of the date of this SAI, Institutional Shares of the Fund are authorized but not offered. Ordinary shares of the Fund are the only share class that you may purchase.
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 Fund. In this regard, the Manager has established arrangements for the Fund to be included on platforms or supermarkets 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 Quant 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 the Fund as set forth in the Fees and Expenses table in the prospectus. These additional payments are described below. The Fund, the Manager and the Advisor do not consider an intermediarys sales of Fund shares as a factor when choosing brokers or dealers to effect portfolio transactions for the Fund.
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 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 a new fund information regarding additional payments to financial intermediaries or their affiliates is not available as of the date of this SAI.
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 the 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 Fund. The Custodian does not determine the investment policies of the Fund or decide which securities the Fund will buy or sell. The Fund may, however, invest in securities of the Custodian and may deal with the Custodian as principal in 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 Fund. 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 Fund. 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 Fund shares, 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 Fund shares 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
Tait, Weller & Baker LLP, is the independent registered public accounting firm for the 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 Fund as to matters of accounting and Federal and state income taxation.
PORTFOLIO TRANSACTIONS
INVESTMENT DECISIONS. Investment decisions for the 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 Fund 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 Fund 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 the 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 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 Advisor and the Manager may receive research, statistical and quotation services from certain broker-dealers with which the Manager or Advisor 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 Advisor or the Manager in advising various of their clients (including the Fund), although not all of these services are necessarily useful and of value in advising the Fund. The fees paid to the Advisor by the Manager or paid to the Manager by the Fund are not reduced because the Advisor or the Manager receive such services.
As permitted by Section 28(e) of the 1934 Act, and by the Advisory Contracts, the Manager or Advisor may cause the Fund to pay a broker-dealer which provides brokerage and research services (as defined in that Act) to the Manager or Advisor 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 Fund to pay any such greater commissions is subject to such written policies as the Trustees may adopt from time to time.
Consistent with the FINRA-National Association of Securities Dealers, Inc. Conduct Rules 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 Advisor may use broker-dealers who sell shares of the Fund to execute portfolio transactions for the Fund.
Pursuant to conditions set forth in rules of the SEC, the Fund 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 Non-Interested Trustees.
As a new fund information regarding brokerage commissions is not available as of the date of this SAI.
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 the Funds portfolio holdings and to prevent the selective disclosure of such information by providing a framework for disclosing information 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 the 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 the 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 the 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.
The Fund will disclose portfolio holdings as required by applicable law or as requested by governmental authorities. For example, the 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 the 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 the 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 SAI are rating agencies, plan sponsors, prospective separate account clients and other financial intermediaries (i.e., organizations evaluating the Fund for purposes of investment by its 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 SAI, 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 Advisor, the Distributor, the Funds custodian and fund accountant (State Street Kansas City), the Funds counsel and the Funds independent registered public accounting firm. 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 the 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 Fund currently does 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 Advisor currently has 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 |
Institutional Shareholder Services (ISS)
|
Proxy Voting
|
Daily
|
N/A
|
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 the Fund have the primary responsibility for ensuring that the Funds portfolio holdings information is only disclosed in accordance with these policies. As part of this responsibility, the Manager and Advisor 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 Fund is subadvised by an Advisor who is 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 the 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 Fund 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 SAI.
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 QUANT FUNDS. Applications to exchange common stocks for Quant 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 a Quant Fund 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 the 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 Quant Fund and must be delivered to the Quant Fund 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:
1. You may make additional investments in the Fund by sending a check in U.S. dollars (made payable to Quantitative Group of Funds) to the Fund, 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 the 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 the 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 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.
TAX DEFERRED RETIREMENT PLANS.
ACCOUNTS OFFERED BY THE FUND. The Fund offers tax-deferred accounts, for which State Street Bank and Trust Company acts as custodian, including:
|
Traditional Individual Retirement Accounts (IRAs) |
|
Roth IRAs |
|
Simplified Employee Pension Plans (SEP-IRAs) |
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Simple IRAs |
|
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 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 Quant 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 Quant Fund and the investment of the redemption proceeds in shares of a like class in another Quant Fund. The redemption will be made at the per share net asset value of the particular class of shares of the Quant 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 the Quant 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 Quant Fund being acquired in accordance with the customary policy of that fund for accepting investments.
The exchange of shares of one class of a Quant Fund for shares of a like class of another Quant 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 Quant Funds may discontinue offering shares of a fund or any class of a 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 Fund reserves 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 Fund reserves the right not to honor the redemption request until the check or monies have been collected.
The Fund will normally redeem shares for cash, however, the Fund reserves 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 Fund. 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 Fund has elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which the Fund is 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 Fund. 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 Fund may require additional documentation of a customary nature. Shareholders who have authorized the Fund to accept telephone instructions may redeem shares credited to their accounts by telephone. Once made, a telephone request may not be modified or canceled.
The Fund and the Transfer Agent will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. If the Fund and the Transfer Agent fail to do so, they may be liable for any losses due to unauthorized or fraudulent transactions. The Fund provides 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 fee, normally $15.00, for overnight delivery or to wire the proceeds of a redemption. Such fee will be subtracted from the net redemption amount.
EXCESSIVE TRADING. The Fund intends to deter market timing activities and do not have any agreements to permit any person to market time in the Fund. See Excessive Trading in the prospectus for more information on the Funds policies.
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, the 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 Fund may invest in securities listed on foreign exchanges that trade on days on which the Fund does not compute net asset value (i.e., Saturdays and New York Stock Exchange holidays) and the net asset value of shares of the Fund 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 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 the 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 the 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 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 Quant Funds directly charged or attributable to the Fund will be paid from the assets of the Fund, except that Rule 12b-1 Plan expenses will not be borne by holders of Institutional Shares of the Fund and each class of shares of the Fund will bear its own transfer agency fees. General expenses of the Quant Funds will be allocated among and charged to the assets of the respective Quant Funds on a basis that the Trustees deem fair and equitable, which may be the relative assets of the Quant Fund or the nature of the services performed and relative applicability to the Quant 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 Fund. 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 the 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., the Funds share price would still be determined as of 4:00 p.m. Eastern time.
DISTRIBUTIONS
The 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
The Fund intends to qualify annually as a regulated investment company (RIC) under the Code.
To qualify as a RIC, the 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, the 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. The 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, the 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 the 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, the Fund intends to make its distributions in accordance with the calendar year distribution requirement.
Dividends paid out of the Funds investment company taxable income will be taxable to a U.S. shareholder as ordinary income. If a portion of the 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 the 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 the 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 the 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 the 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 the 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 the 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 the 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 the Fund of engaging in hedging transactions are not entirely clear. Hedging transactions may increase the amount of short-term capital gain realized by the Fund, which is taxed as ordinary income when distributed to shareholders.
The Fund may make one or more of the elections available under the Code, which are applicable to straddles. If the 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, the 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, the 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 underlying security held by the Fund, thereby requiring current recognition of gain, as described more fully above. Similarly, if the 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 the 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 the Funds investment company taxable income to be distributed to its shareholders as ordinary income.
Upon the sale or other disposition of shares of the 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 the 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, the 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. The 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 the 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 the 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 the 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 Fund shares 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 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 its 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.
The 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 the Fund. Shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund.
From time to time, the Fund may advertise its performance in various ways. These methods include providing information on the returns of the Fund and comparing the performance of the Fund to relevant benchmarks. Performance will be stated in terms of total return. Total return figures are based on the historical performance of the Fund, show the performance of a hypothetical investment and are not intended to indicate future performance.
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, including the Fund and with the exception of the Fund which has two classes of shares: Ordinary Shares and Institutional Shares, 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 Quant Funds, which are granted by the Amended and Restated Declaration of Trust, but holders of shares of a class of a Quant Fund may exchange all or a portion of their shares for shares of a like class in another Quant 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 Quant 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 Quant Fund (or class thereof under certain circumstances) on all matters, except that: (i) when the 1940 Act so requires, shares shall be voted in the aggregate and not by individual Quant Fund, and (ii) when the Trustees of the Quant Funds have determined that a matter affects only the interest of one or more Quant Funds, then only holders of shares of such Quant 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 the Fund and filed with the Fund or by a vote of the holders of two-thirds of the outstanding shares of the 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 Fund has 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 its Fund, but not of the other Quant 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 Fund. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Fund and requires notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Fund or the Trustees. The Agreement and Declaration of Trust provides for indemnification out of the 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 Advisor 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 Fund. The Codes of Ethics are on public file with, and are available from, the SEC.
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 Advisor 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 Fund and that the Manager or the Advisor will act in a prudent and diligent manner for the benefit of the Fund. The Managers and the Advisors policies and procedures include specific provisions to determine when a conflict exists between the interests of the Fund and the interests of the Manager or the Advisor, 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 Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2008 will be available without charge on the Quant Funds website ( www.quantfunds.com ), upon request by contacting the Funds or via the SEC web site at www.sec.gov .
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:
|
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 |
|
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 |
|
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
37
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.
POLARIS CAPITAL MANAGEMENT, LLC PROXY POLICY
Polaris Capital Management, LLC. (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.
38
B. |
Policy |
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.
|
|
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.
|
|
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.
|
|
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.
|
|
Record Keeping |
The following records will be kept for each client:
|
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Copies of the Advisers proxy voting policies and procedures. |
|
|
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. |
|
|
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. |
39
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.
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:
|
|
A proponent of a proxy proposal has a business relationship with the Adviser or its affiliates; |
|
|
The Adviser or its affiliates have business relationships with participants in proxy contests, corporate directors, or director candidates; |
|
|
An Adviser employee has a personal interest in the outcome of a particular matter before shareholders; or |
|
|
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:
|
|
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. |
|
|
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 |
40
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 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.
|
|
The Compliance Officer will record in writing the basis for any such determination. |
41
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) |
|
(3) |
Amendment to establish the Quant Foreign Value Small Cap Fund dated April 29, 2008, to the Agreement and Declaration of Trust, Dated April 2, 1990 is filed herein. |
|
(4) |
Amendment to change names of the Funds, dated April 29, 2008, to the Agreement and Declaration of Trust, Dated April 2, 1990 is filed herein. |
|
(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 May 1, 2008, is filed herein. |
|
(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 August 3, 2007 - Emerging Markets Fund (ix) |
|
(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 Analytic Investors, LLC, dated January 2, 2008 - Long/Short Fund (ix) |
|
(6) |
Advisory Contract between Quantitative Advisors and Polaris Capital Management, LLC, dated May 1, 2008 - Foreign Value Small Cap Fund, is filed herein. |
|
(7) |
Expense Limitation Agreement between the Trust on behalf of the Foreign Value Small Cap Fund and Quantitative Advisors, dated May 1, 2008, is filed herein. |
|
(e) |
|
|
(1) |
Restated Distribution Agreement Dated May 1, 2008, attached is filed herein. |
|
(2) |
Form of Specimen Selling Group Agreement (viii) |
|
(3) |
Distribution Fee Waiver Agreement Dated June 1, 2007 (viii) |
|
(4) |
Distribution Fee Waiver Agreement Dated July 18, 2007 (viii) |
|
(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) |
|
(3) |
Form of Custodian Contract between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008, is filed herein. |
|
(4) |
Form of Investment Accounting Agreement between the Trust and State Street Bank and Trust Company and the Trust Company, dated May 1, 2008, is filed herein. |
|
(h) |
Amended and Restated Transfer Agent and Service Agreement, dated May 1, 2008 is filed herein. |
|
(i) |
Opinion and Consent of Legal Counsel, is filed herein. |
|
(j) |
Consent of Independent Registered Public Accounting Firm, is filed herein. |
|
(k) |
Not applicable. |
|
(l) |
Not applicable. |
|
(m) |
(1) Distribution Plan pursuant to Rule 12b-1 is included in the Distribution Agreement exhibit (e)(1) |
|
(2) |
Form of Specimen Selling Group Agreement (viii) |
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(n) |
(1) |
Multiple Class Plan Pursuant to Rule 18f-3 |
|
(o) |
Not applicable. |
|
(p) |
(1) |
Code of Ethics for the Fund |
|
(a) |
Dated April 2000 (ii) |
|
(b) |
Dated July 23, 2003 (iii) |
|
(c) |
Dated January 1, 2005 (v) |
|
(d) |
Dated January 10, 2008 (ix) |
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(2) |
Code of Ethics - Columbia Partners Dated 2007 (viii) |
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(3) |
Code of Ethics - PanAgora Asset Management, Inc. Dated August 27, 2007 (ix) |
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(4) |
Code of Ethics - Polaris Capital Management Inc. Dated June 15, 2005 (ix) |
|
(5) |
Code of Ethics - Analytic Investors, LLC Dated September 30, 2005 (ix) |
|
(q) |
Power of Attorney Dated April 24, 2007 (viii) |
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. |
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(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. |
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(vii) |
Previously filed with Post-Effective Amendment No. 29 to the Registration Statement on August 10, 2005. |
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(viii) |
Previously filed with Post-Effective Amendment No. 36 to the Registration Statement on July 27, 2007 and incorporated by reference herein. |
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(ix) |
Previously filed with Post-Effective Amendment No. 37 to the Registration Statement on February 14, 2008 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 |
President |
/Director, USB Atlantic Associates, Inc.; Director/Treasurer, USB Corporation and U.S. Boston Corporation; Director, Pear Tree Partners Management LLC; 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 |
Vice President, Treasurer, |
Corporation; Vice President/Treasurer/Director, |
Clerk and Director |
U.S. Boston Capital Corporation; Vice President, U.S. Boston Insurance Agency, Inc.; Director, Medcool, 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. |
Deborah A. Kessinger: |
President and Chief Compliance Officer, U.S. Boston Capital |
Chief Compliance Officer |
Corporation; Chief Compliance Officer, Quantitative Group of Funds, d/b/a Quant Funds; Assistant Clerk, Quantitative Group of Funds, d/b/a Quant Funds. |
Sandra I. Madden |
Clerk and Chief Legal Officer, Quantitative Group of Funds, d/b/a Quant |
Senior Counsel |
Funds |
The principal business address of each U.S. Boston affiliate named above is Lincoln North, 55 Old Bedford Road, Lincoln, Massachusetts 01773.
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 |
President and Chief |
Chief Compliance Officer and |
|
Compliance Officer |
Assistant Clerk |
Leon Okurowski |
Vice President, |
Vice President and |
|
Treasurer, Clerk and |
Treasurer |
|
Director |
Willard L. Umphrey |
Director |
President, Chairman |
|
and Trustee |
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 |
Analytic Investors, LLC
555 West Fifth Street, 50 th Floor
Los Angeles, CA 90013
|
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, LLC |
|
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 Trust certifies that this Amendment to the Registration Statement meets all the requirements for effectiveness of pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Lincoln, County of Middlesex, and Commonwealth of Massachusetts, on the 30 th day of April, 2008.
Attest: |
Quantitative Group of Funds d/b/a Quant Funds |
/s/ Leon Okurowski |
/s/ Willard L. Umphrey |
Leon Okurowski, Treasurer |
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 * |
April 30, 2008 |
Trustee |
Date |
/s/ John M. Bulbrook * |
April 30, 2008 |
Trustee |
Date |
/s/ Edward A. Burrows * |
April 30, 2008 |
Trustee |
Date |
/s/ William H. Dunla p * |
April 30, 2008 |
Trustee |
Date |
/s/ Clinton S. Marshall * |
April 30, 2008 |
Trustee |
Date |
/s/ Willard L. Umphrey |
* |
April 30, 2008 |
Trustee |
Date |
*By: /s/ Willard L. Umphrey |
April 30, 2008 |
|
Willard L. Umphrey |
Date |
|
Attorney in Fact |
EXHIBIT INDEX
Exhibit
Number |
Description |
(a)(3) |
Amendment to the Declaration of Trust to establish the Quant Foreign Value Small Cap Fund |
(a)(4) |
Amendment to the Declaration of Trust to change Fund names, dated April 29, 2008 |
(d)(1) |
Amended and Restated Management Contract between Quantitative Group of Fund and Quantitative Investment Advisors dated May 1, 2008 |
(d)(6) |
Advisory Contract between Quantitative Advisors and Polaris Capital |
Management, LLC, Dated May 1, 2008- Foreign Value Small Cap Fund
(d)(7) |
Expense Limitation Agreement on behalf of the Foreign Value Small Cap Fund. |
(e)(1) |
Amended and Restated Distribution Agreement dated May 1, 2008 |
(g)(1) |
Form of Custodian Agreement between the Quantitative Group of Funds and State Street Bank and Trust Company dated May 1, 2008 |
(g)(2) |
Form of Investment Accounting Agreement between the Quantitative Group of Funds and State Street Bank and Trust Company dated May 1, 2008 |
(h) |
Amended and Restated Transfer Agent and Service Agreement, dated May 1, 2008 |
(i) |
Opinion and Consent of Legal Counsel |
(j) |
Consent of Independent Registered Public Accounting Firm |
QUANTITATIVE GROUP OF FUNDS
Establishment and Designation
of
Quant Foreign Value Small Cap Fund
A new series of the Quantitative Group of Funds
The undersigned, being a majority of the Trustees of the Quantitative Group of Funds (the Trust), acting pursuant to Article III of the Agreement and Declaration of Trust (the Declaration) of the Trust, do hereby divide the shares of beneficial interest of Trust (the Shares) to create a new series of the Trust:
1. The series is established and designated hereby Quant Foreign Value Small Cap Fund.
2. Quant Foreign Value Small Cap Fund shall be entitled to all of the rights and preferences accorded to other series of Shares under the Declaration.
3. The purchase price of Quant Foreign Value Small Cap Fund, the method of determining the net asset value of Quant Foreign Value Small Cap Fund and the relative dividend rights of holders of Quant Foreign Value Small Cap Fund shall be established by the Trustees of the Quant Foreign Value Small Cap Fund in accordance with the provisions of the Declaration and shall be set forth in the Trusts Registration Statement on Form N-1A under the Securities Act of 1933 and/or the Investment Company Act of 1940, as amended and as in effect at the time of issuing such Shares.
IN WITNESS WHEREOF, the undersigned have executed this instrument this 29th day of April, 2008.
/s/ Robert M. Armstrong Robert M. Armstrong Trustee |
|
/s/ William H. Dunlap William H. Dunlap Trustee
|
/s/ John M. Bulbrook John M. Bulbrook Trustee
|
|
/s/ Clinton S. Marshall Clinton S. Marshall Trustee
|
/s/ Edward A. Burrows Edward A. Burrows Trustee
|
|
/s/ Willard L. Umphrey Willard L. Umphrey Trustee
|
BOS-1160500 v1
QUANTITATIVE GROUP OF FUNDS
Change in Name of the
Quantitative Small Cap Fund
Quantitative Long/Short Fund
Quantitative Emerging Markets Fund
Quantitative Foreign Value Fund
The undersigned, being a majority of the Trustees of the Quantitative Group of Funds (the Trust), acting pursuant to Article III of the Agreement and Declaration of Trust (the Declaration), do hereby redesignate and rename the following series of the Trust:
Old Name |
New Name |
Quantitative Small Cap Fund |
Quant Small Cap Fund |
Quantitative Long/Short Fund |
Quant Long/Short Fund |
Quantitative Emerging Markets Fund |
Quant Emerging Markets Fund |
Quantitative Foreign Value Fund |
Quant Foreign Value Fund |
IN WITNESS WHEREOF, the undersigned have executed this instrument this 29th day of April, 2008.
/s/ Robert M. Armstrong Robert M. Armstrong Trustee |
|
/s/ William H. Dunlap William H. Dunlap Trustee
|
/s/ John M. Bulbrook John M. Bulbrook Trustee
|
|
/s/ Clinton S. Marshall Clinton S. Marshall Trustee
|
/s/ Edward A. Burrows Edward A. Burrows Trustee
|
|
/s/ Willard L. Umphrey Willard L. Umphrey Trustee
|
BOS-1160500 v1
QUANTITATIVE INVESTMENT ADVISORS, INC.
d/b/a QUANTITATIVE ADVISORS
AMENDED AND RESTATED
MANAGEMENT CONTRACT
Amended and Restated Management Contract (Contract) effective as of May 1, 2008, 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
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(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). |
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(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.
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If the Manager shall serve for less than the whole of a month, the foregoing |
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compensation shall be prorated. |
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO
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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
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Willard L. Umphrey |
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President |
QUANTITATIVE INVESTMENT ADVISORS, INC. d/b/a QUANTITATIVE ADVISORS
By: /s/Willard L. Umphrey
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Willard L. Umphrey |
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President |
Page 5 of 6
Schedule I to
Amended and Restated Management Contract dated as of May 1, 2008
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) |
Quant Small Cap Fund |
1.00% |
Quant Long/Short Fund |
1.00% |
Quant Emerging Markets Fund |
1.00% |
Quant Foreign Value Fund |
1.00% |
Quant Foreign Value Small Cap Fund |
1.00% |
Page 6 of 6
QUANTITATIVE INVESTMENT ADVISORS, INC.
ADVISORY CONTRACT
Advisory Contract (Contract) dated as of May 1, 2008, between QUANTITATIVE INVESTMENT ADVISORS, INC., a Massachusetts corporation (the Manager) and POLARIS CAPITAL MANAGEMENT, LLC, a Massachusetts limited liability company (the Advisor).
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Witnesseth: |
That in consideration of the mutual covenants herein contained, it is agreed as follows:
1. |
SERVICES TO BE RENDERED BY ADVISOR TO TRUST. |
(a) Subject always to the control of the trustees (the Trustees) of Quantitative Group of Funds, a Massachusetts business trust (the Trust), and the Manager, the Advisor, at its expense, will furnish continuously an investment program for the Quantitative Foreign Value Small Cap Fund (the Fund) of the Trust. The Advisor will determine what securities shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund shall be held uninvested and shall, on behalf of the Fund, make changes in the Funds investments. In the performance of its duties, the Advisor will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust, as amended, and the stated investment objectives, policies and restrictions of the Fund as set forth in the then current Prospectus and/or Statement of Additional Information of the Trust and with other written policies which the Trustees or the Manager may from time-to-time determine and of which the Advisor has received notice. In furnishing an investment program to the Fund and in determining what securities shall be purchased, held, sold or exchanged by the Fund, the Advisor shall (1) comply in all material respects with all provisions of applicable law governing its duties and responsibilities hereunder, including, without limitation, the Investment Company Act of 1940 (the 1940 Act), and the Rules and Regulations thereunder; the Investment Advisors Act of 1940, and the Rules and Regulations thereunder; the Internal Revenue Code of 1986, as amended (the Code), relating to regulated investment companies and all Rules and Regulations thereunder; the Insider Trading and Securities Fraud Enforcement Act of 1988; and such other laws as may be applicable to its activities as Advisor to the Fund and (2) use its best efforts to manage the Fund so that the Fund will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Advisor shall make its officers and employees available to the Manager or Trustees from time-to-time at reasonable times to review investment policies of the Fund and to consult with the Manager or Trustees regarding the investment affairs of the Fund.
(b) The Advisor, at its expense, will (1) furnish all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties
hereunder, (2) keep records relating to the purchase, sale or current status of portfolio securities, (3) provide clerical personnel and equipment necessary for the efficient rendering of investment advice to the Fund, (4) furnish to the Manager such reports and records regarding the Fund and the Advisor as the Manager or Trustees shall from time-to-time request, and, (5) upon reasonable notice, review written references to the Advisor, or its methodology, whether in a Prospectus, Statement of Additional Information, sales material or otherwise. The Advisor shall have no obligation with respect to the determination of the Funds net asset value, except to provide the Trusts custodian with information as to the securities held in the Funds portfolio. The Advisor shall not be obligated to provide shareholder accounting services.
(c) The Advisor shall place all orders for the purchase and sale of portfolio investments for the Funds account with brokers or dealers selected by the Advisor. In the selection of such brokers or dealers and the placing of such orders, the Advisor shall use 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 commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Advisor, bearing in mind the Funds best interests at all times, shall consider 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 the commission, if any, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such written policies as the Trustees or the Manager may determine, and of which the Advisor has received notice and which the Advisor has accepted in writing, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Advisor and/or the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisors and/or Managers overall responsibilities with respect to the Trust and to other clients as to which the Advisor and/or Manager or persons controlled by or under common control with the Advisor and/or Manager exercise investment discretion. The Advisor agrees that in connection with purchase or sales of portfolio instruments for the Funds account, neither the Advisor nor any officer, director, employee or agent of the Advisor shall act as principal or receive any commission other than as provided in Section 3.
(d) The assets of the Fund shall be held by the Trusts custodian in an account which the Trust has directed the Custodian to open. The Advisor shall at no time have custody or physical control of any of the assets of the Fund. The Manager shall cause such custodian to provide the Advisor with such information and reports concerning the Fund or its assets as the Advisor may from time to time reasonably request and to accept
instructions from the Advisor with respect to such assets and transactions by the Fund in the performance of the Advisors duties hereunder. The Advisor shall have no liability or obligation to pay the cost of such custodian or any of its services.
(e) Advice rendered to the Fund shall be confidential and may not be used by any shareholder, Trustee, officer, director, employee or agent of the Trust or of the Manager or by the advisor of any other fund of the Trust. Non-public information provided to the Manager on a confidential basis regarding the methodology of the Advisor shall not be made publicly available by the Manager, except that such information may be disclosed to the Trustees and may be disclosed to the extent necessary to comply with the federal and state securities laws and, after notice to the Advisor, upon order of any court or administrative agency or self regulatory organization of which the Manager or its affiliates are members.
(f) The Advisor shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Advisor pursuant to this Section 1.
2. |
OTHER AGREEMENTS, ETC. |
It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Advisor, and in any person controlled by or under common control with the Advisor, and that the Advisor and any person controlled by or under common control with the Advisor may have an interest in the Trust. It is also understood that the Advisor and persons controlled by or under common control with the Advisor 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.
Nothing in this Contract shall prohibit the Advisor or any of its affiliates from providing any services for any other person or entity or limit the services which the Advisor or any such affiliate can provide to any person or entity. The Manager understands and agrees that the Advisor and its affiliates perform investment advisory and investment management services for various clients other than the Manager and the Trust. The Manager agrees that the Advisor and its affiliates may give advice and take action in the performance of duties with respect to any other client which may differ from advice given, or the timing or nature of action taken, with respect to the Fund. Nothing in this Contract shall be deemed to impose upon the Advisor any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which the Advisor or any of its affiliates may purchase or sell for its own account or for the account of any other client, so long as it continues to be the policy and practice of the Advisor not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities, so that to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.
3. |
COMPENSATION TO BE PAID BY THE MANAGER TO THE ADVISOR |
The Manager will pay to the Advisor, as compensation for the Advisors services rendered and for the expenses borne by the Advisor pursuant to Section 1, a fee, computed and paid monthly at the annual rate of (i) 0.35% of the aggregate average daily net asset value of the Fund for assets in the Fund up to $30,000,000 and (ii) 0.50% of the aggregate average daily net asset value of the Fund for assets over $30,000,000. Such fee shall be paid by the Manager and not by the Fund out of the management fee paid by the Trust to the Manager pursuant to the Management Contract between the Manager and the Trust or out of any other funds available to the Manager. Such average daily net asset value of the Fund 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.
If the Advisor shall serve for less than the whole of a month, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS TO
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THIS CONTRACT |
This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Management Contract between the Trust and the Manager is terminated generally, or with respect to the Fund; and this Contract shall not be amended unless (i) such amendment is approved at a meeting by an affirmative vote of a majority of the outstanding shares of the Fund, and (ii) 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 Trust who are not interested persons of the Trust or of the Manager or of the Advisor. Notwithstanding the foregoing, shareholder approval will not be required for amendments to this Contract if the Fund obtains an exemptive order from the Securities and Exchange Commission permitting amendments to this Contract without shareholder approval.
5. |
EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT. |
This Contract shall become effective on May 1, 2008 or such other time as shall be agreed upon by the Manager and the Advisor, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:
(a) The Trust or the Manager may at any time terminate this Contract as to the Fund by not more than sixty days or less than thirty days written notice delivered or mailed by registered mail, postage prepaid, to the Advisor, or
(b) The Advisor may at any time terminate this Contract as to the Fund by not less than one hundred fifty days written notice delivered or mailed by registered mail, postage prepaid, to the Manager, provided, however, that if the Manager has violated or breached any material provision of this Contract and has failed to cure said breach within thirty days of receipt of written notification of the breach from the Advisor, the Advisor may thereupon terminate this Contract or
(c) If (i) the Trustees of the Trust, or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager or of the Advisor, 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 the Fund 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 the Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Advisor may continue to serve hereunder in a manner consistent with the 1940 Act and the Rules and Regulations thereunder.
Action by the Trust 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 Fund.
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 Trust or the Fund, 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 Fund, 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 Fund, 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; and the term brokerage and research services shall have the meaning given by the Securities Exchange Act of 1934 and the Rules and Regulations thereunder.
7. |
NONLIABILITY OF ADVISOR. |
Notwithstanding any other agreement to the contrary, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Advisor, its partners, officers, directors, employees or agents or reckless disregard of the Advisors obligations and duties hereunder, neither the Advisor nor its officers, directors, employees or agents shall be subject to any liability to the Trust or to the Manager, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder, unless the Advisor is claiming indemnity from any of them in connection herewith, but then only to the extent of the indemnity obtained.
8. |
VOTING OF SECURITIES. |
The Advisor shall have the power to vote, either in person or by proxy, all securities in which assets of the Fund may be invested from time to time and shall not be required to seek or take instructions from the Manager or the Trustees of the Trust, or to take any action, with respect thereto.
9. |
REPRESENTATIONS AND COVENANTS OF THE MANAGER. |
(a) The Manager represents that the terms of this Contract do not violate any obligation by which it is bound, whether arising by contract, operation of law or otherwise, and that it has the power, capacity and authority to enter into this Contract and to perform in accordance herewith. In addition, the Manager represents, warrants and covenants to the Advisor that it has the power, capacity and authority to commit the Trust to this Contract; that a true and complete copy of the Agreement and Declaration of Trust and By-Laws of the Trust and the stated objectives, policies and restrictions of the Fund have been delivered to the Advisor; and that true and complete copies of every amendment thereto will be delivered to the Advisor as promptly as practicable after the adoption thereof. The Manager agrees that notwithstanding any other provision of this Contract to the contrary, the Advisor will not be bound by any such amendment until the Advisor has received a copy thereof and has had a reasonable opportunity to review it.
(b) The Manager shall indemnify and hold harmless the Advisor, its partners, officers, employees and agents and each person, if any, who controls the Advisor within the meaning of any applicable law (each individually an Indemnified Party) from and against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees and other expenses of an Indemnified Partys counsel, other than attorneys fees and costs in relation to the preparation of this Contract; each party bearing responsibility for its own such costs and fees), joint or several, (other than liabilities, losses, expenses, attorneys fees and costs or damages arising from the failure of the Advisor to perform its responsibilities hereunder or claims arising from its acts or failure to act in performing this Contract) to which the Advisor or any other Indemnified Party may become subject under any federal or state law as a result of any failure of the Manager or, if caused by any failure of the Manager, of the Trust or the Fund, to disclose
a material fact, or any omission by the Manager, or, if caused by any failure of the Manager, of the Trust or the Fund, to disclose a material fact, in any document relating to the Trust or the Fund, except any failure or omission caused solely by (i) the incorporation in any such document of information relating to the Advisor which is furnished to the Manager in writing by or with the consent of the Advisor expressly for inclusion in such document or (ii) a breach, of which the Manager was not aware, by the Advisor of its duties hereunder. With respect to any claim for which an Indemnified Party is entitled to indemnity hereunder, the Manager shall assume the reasonable expenses and costs (including any reasonable attorneys fees and costs) of the Indemnified Party or investigating and/or defending any claim asserted or threatened by any party, subject always to the Manager first receiving a written undertaking from the Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination that the Indemnified Party was not entitled to indemnification hereunder with respect of such claim.
(c) No public reference to, or description of, the Advisor or its methodology or work shall be made by the Manager or the Trust, whether in a prospectus, Statement of Additional Information or otherwise, unless the Manager provides the Advisor with a reasonable opportunity to review any such reference or description prior to the first use of such reference or description..
(d) The Manager covenants to the Advisor that, during the term of this Agreement, the Trust and the Manager shall not knowingly solicit any multiemployer plan subject to the Taft-Hartley Act or any governmental plan described in Sections 401(a)(24) or 818(a)(6) of the Code (or portions thereof and/or any group of such plans and/or trusts) (collectively Plan Investors) to purchase or hold shares of beneficial interest in the Fund or knowingly solicit any advisor for a Plan Investor to purchase shares of beneficial interest in the Fund for such Plan Investors or to advise such Plan Investors to purchase Fund shares. The Manager acknowledges that the Advisor is party to a non-competition covenant that restricts the Advisors ability to provide investment advisory services, directly or indirectly, to any such Plan Investors and, accordingly, that this covenant is a material provision of this Contract.
10. |
REPRESENTATIONS AND COVENANTS OF THE ADVISOR. |
(a) The Advisor represents that the terms of this Contract do not violate any obligation by which it is bound, whether arising by contract, operation of law, or otherwise, and that it has the power, capacity and authority to enter into this Contract and to perform in accordance herewith.
(b) The Advisor shall immediately notify the Manager in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Contract; or (2) becomes aware that it the subject of an administrative proceeding or enforcement action by the SEC or any other regulatory authority. The Advisor further agrees to notify the Manager immediately of any material fact known to the Advisor
respecting or relating to the Advisor that is not contained in the Trusts Registration Statement regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.
(c) The Advisor agrees to maintain such books and records with respect to its services to the Fund as are required under the 1940 Act, and rules adopted thereunder, and by other applicable legal provisions, and to preserve such records for the periods and in the manner required by that Section, and those rules and legal provisions. The Advisor also agrees that records it maintains and preserves pursuant to Rule 31a-1 and Rule 31a-2 under the 1940 Act and otherwise in connection with its services hereunder are the property of the Trust and will be surrendered promptly to the Trust upon its request. The Advisor further agrees that it will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder which may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws and regulations.
(d) The Advisor shall provide the Manager with quarterly representations regarding the compliance of its employees with the Advisors code of ethics governing personal securities transactions. The Advisor shall provide the Manager with copies of any revisions to its code of ethics.
(e) The Advisor shall indemnify and hold harmless the Manager, the Fund, their partners, officers, employees and agents and each person, if any, who controls the Manager or Fund within the meaning of any applicable law (each individually an Indemnified Party) from and against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees and other expenses of an Indemnified Partys counsel, other than attorneys fees and costs in relation to the preparation of this Contract; each party bearing responsibility for its own such costs and fees), joint or several, (other than liabilities, losses, expenses, attorneys fees and costs or damages arising from the failure of the Manager to perform its responsibilities hereunder or claims arising from its acts or failure to act in performing this Contract) arising from Advisors (or its respective agents and employees) failure to perform its duties and assume its obligations hereunder, including any action or claim against the Manager based on any alleged untrue statement or misstatement of a material fact made or provided in writing by or with the consent of Advisor contained in any registration statement, prospectus, shareholder report or other information or materials relating to the Fund and shares issued by the Fund, or the failure or alleged failure to state a material fact therein required to be stated in order that the statements therein are not misleading, which fact should have been made known or provided by the Advisor to the Manager. With respect to any claim for which an Indemnified Party is entitled to indemnity hereunder, the Advisor shall assume the reasonable expenses and costs (including any reasonable attorneys fees and costs) of the Indemnified Party of investigating and/or defending any claim asserted or threatened by any party, subject always to the Advisor first receiving a written undertaking from the Indemnified Party to repay any amounts paid on its behalf in the event and to the extent of any subsequent determination that the
Indemnified Party was not entitled to indemnification hereunder with respect of such claim.
11. |
USE OF NAME. |
It is understood that the name of the Fund (as it may be changed from time to time while the Advisor provides services pursuant to this Contract) or any derivative thereof or logo associated with that name is the valuable property of the Trust and/or its affiliates, and that the Advisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Advisor is Advisor to the Trust and/or the Fund. Upon termination of this Contract the Advisor shall forthwith cease to use such name (or derivative or logo).
It is further understood that the name of the Advisor and the name Cloud Hill Conference Companies (as they may be changed from time to time while the Advisor provides services pursuant to this Contract) or any derivative thereof or logo associated with those names is the valuable property of the Advisor and/or its affiliates, and that the Trust has the right to use such names (or derivatives or logos) only with the approval of the Advisor, which shall not be unreasonably withheld, and only so long as the Advisor is Advisor to the Trust and/or the Fund.
12. |
GOVERNING LAW. |
This Contract shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws, except to the extent such laws shall be preempted by the Investment Company Act of 1940 or by other applicable laws.
13. |
INDEPENDENT CONTRACTOR. |
Advisor shall for all purposes of this Contract be deemed to be an independent contractor and, except as otherwise expressly provided herein, shall have no authority to act for, bind or represent the Fund in any way or otherwise be deemed to be an agent of the Fund. Likewise, the Fund, the Manager and their affiliates, agents and employees shall not be deemed agents of the Advisor and shall have no authority to bind the Advisor.
14. |
MISCELLANEOUS. |
(a) The captions of this Contract are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(b) In the event that the Advisor or Manager is or becomes a party to any action or proceedings in respect of which indemnification may be sought hereunder,
the party seeking indemnification shall promptly notify the other party thereof. The party from whom indemnification is sought shall not be liable hereunder for any settlement of any action or claim effected without its written consent, which consent shall not be reasonably withheld.
(c) This Contract may be executed in one or more counterparts, all of which taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, QUANTITATIVE INVESTMENT ADVISORS, INC. and POLARIS CAPITAL MANAGEMENT, LLC have each caused this instrument to be signed in duplicate in its behalf, all as of the day and year first above written.
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QUANTITATIVE INVESTMENT |
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ADVISORS, INC. |
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By /s/Willard L. Umphrey |
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Willard L. Umphrey |
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President |
POLARIS CAPITAL
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MANAGEMENT, LLC |
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By /s/Bernard R. Horn, Jr. |
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Name: Bernard R. Horn, Jr. |
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Title: |
EXPENSE LIMITATION AGREEMENT
This Expense Limitation Agreement is made as of the 1st day of May, 2008 by and between the Quantitative Group of Funds, a Massachusetts business trust (the Trust) on behalf of its series the Quant Foreign Value Small Cap Fund (the Fund), and Quantitative Investment Advisors, Inc. d/b/a. Quantitative Advisors a Delaware corporation (the Manager), with respect to the following:
WHEREAS, the Manager serves as the Investment Manager to the Fund pursuant to an Investment Management Contract between the Trust on behalf of the Fund and the Manager, dated April 25, 2007, as amended May 1, 2008; and
WHEREAS, the Manager has voluntarily agreed to waive its fees and reimburse expenses so that the total operating expenses for the Fund will not exceed the percentage of average daily net assets as set forth in item 1 below; and
WHEREAS, the Trust and the Manager desire to formalize this fee waiver and expense reimbursement arrangement for the period beginning May 1, 2008 through July 31, 2009.
NOW, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:
1. |
The Manager agrees to waive its fees and reimburse expenses for the period from beginning May 1, 2008 through July 31, 2009 to the extent necessary to maintain the expense ratios of Ordinary Class shares and Institutional Class shares at not more than 2.25% and 2.00%, respectively, of their average net assets. |
2. |
Upon the termination of the Investment Management Contract, this Agreement will automatically terminate. |
3. |
Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act of 1940 (the 1940 Act) will be resolved by reference to that term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission (SEC) issued pursuant to the 1940 Act. In addition, if the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, that provision will be deemed to incorporate the effect of that rule, regulation or order. Otherwise, the provisions of this Agreement will be interpreted in accordance with the substantive laws of Massachusetts. |
4. |
This expense cap may be changed at any time after July 31, 2009 and does not apply to brokerage commissions, taxes, interest and litigation, indemnification and other extraordinary expenses. |
5. |
To the extent that the Funds total expense ratio falls below its expense limit, the Manager reserves the right to be reimbursed for advisory fees waived and Fund expenses paid by it during the current fiscal year. |
55 Old Bedford Rd, Lincoln, MA 01773 / voice 800-326-2151/ fax 781-259-1166 / www.quantfunds.com / Distributed by U.S. Boston Capital Corp., Member, FINRA, SIPC
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year first above written.
Quantitative Investment Advisors, Inc.
By: /s/Willard L. Umphrey |
Name: Willard L. Umphrey
Title: |
President |
Quantitative Group of Funds
By: /s/Willard L. Umphrey |
Name: Willard L. Umphrey
Title: |
President |
55 Old Bedford Rd, Lincoln, MA 01773 / voice 800-326-2151/ fax 781-259-1166 / www.quantfunds.com / Distributed by U.S. Boston Capital Corp., Member, FINRA, SIPC
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
Amended and Restated Distribution Agreement effective as of May 1, 2008, 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
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Willard L. Umphrey |
President and Chairman
U.S. BOSTON CAPITAL CORPORATION
By: /s/ Deborah A. Kessinger
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Deborah A. Kessinger |
President
Page 1 of 7
TERMS AND CONDITIONS
OF
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
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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:
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(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 |
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(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:
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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 May 1, 2008
Quantitative Group of Funds
A. Ordinary Shares |
Annual Distribution Fee |
Service Fee |
Quant Small Cap Fund |
0.25% |
0.00% |
Quant Long/Short Fund |
0.25% |
0.00% |
Quant Emerging Markets Fund |
0.25% |
0.00% |
Quant Foreign Value Fund |
0.25% |
0.00% |
Quant Foreign Value Small Cap Fund |
0.25% |
0.00% |
B. Institutional Shares |
Annual Distribution Fee |
Service Fee |
Quant Small Cap Fund |
0.00% |
0.00% |
Quant Long/Short Fund |
0.00% |
0.00% |
Quant Emerging Markets Fund |
0.00% |
0.00% |
Quant Foreign Value Fund |
0.00% |
0.00% |
Quant Foreign Value Small Cap Fund |
0.00% |
0.00% |
Page 7 of 7
CUSTODIAN AGREEMENT
This Agreement between QUANTITATIVE GROUP OF FUNDS a business trust organized and existing under the laws of the Commonwealth of Massachusetts (the Fund ), and STATE STREET BANK and TRUST COMPANY , a Massachusetts trust company (the Custodian ).
W ITNESSETH:
WHEREAS , the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and
WHEREAS , the Fund intends that this Agreement be applicable to the investment series or portfolios listed on Addendum A, as amended from time to time (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 18, be referred to herein as the Portfolio(s) ); and
WHEREAS , the Fund and Investors Fiduciary Trust Company, the predecessor by merger to Custodian, entered into a Custody and Investment Accounting Agreement on January 19, 1998, and desire to amend and restate said agreement (the Prior Custody and Investment Accounting Agreement ) by the coincident execution of this Agreement and a corresponding Investment Accounting Agreement;
NOW THEREFORE , in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
SECTION 1. |
EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT |
The Fund hereby employs the Custodian as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States ( domestic securities ) and securities it desires to be held outside the United States ( foreign securities ). The Fund, on behalf of the Portfolio(s), agrees to deliver to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of the Fund representing interests in the Portfolios ( Shares ) as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio held or received by the Portfolio and not delivered to the Custodian. With respect to uncertificated shares (the Underlying Shares ) of registered investment companies (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the 1940 Act )), whether in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act (hereinafter sometimes referred to as the Underlying Portfolios ) the holding of confirmation statements that identify the shares as being recorded in the Custodians name on behalf of the Portfolios will be deemed custody for purposes hereof.
Upon receipt of Proper Instructions (as such term is defined in Section 6 hereof), the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees of the Fund (the Board ) on behalf of the applicable Portfolio(s). The Custodian may employ as sub-custodian for the Funds foreign securities on behalf of the applicable Portfolio(s) the foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4. The Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian.
SECTION 2 . |
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE CUSTODIAN IN THE UNITED STATES |
SECTION 2.1 HOLDING SECURITIES . The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a U.S. Securities System ) and (b) Underlying Shares owned by each Portfolio which are maintained pursuant to Section 2.13 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (each, an Underlying Transfer Agent ).
SECTION 2.2 DELIVERY OF SECURITIES . The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian, or in an account at the Underlying Transfer Agent only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
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1) |
Upon sale of such securities for the account of the Portfolio and receipt of payment therefor; |
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2) |
Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; |
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3) |
In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof; |
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4) |
To the depository agent in connection with tender or other similar offers for securities of the Portfolio; |
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5) |
To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; |
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6) |
To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; |
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7) |
Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with street delivery custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodians own negligence or willful misconduct; |
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8) |
For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
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9) |
In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
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10) |
For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodians account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral; |
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11) |
For delivery as security in connection with any borrowing by the Fund on behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed; |
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12) |
For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the Exchange Act ) and a member of the Financial Industry Regulatory Authority, Inc. ( FINRA , formerly known as The National Association of Securities Dealers, Inc.), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding |
escrow or other arrangements in connection with transactions by the Portfolio of the Fund;
|
13) |
For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission ( CFTC ) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund; |
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14) |
Upon receipt of instructions from the transfer agent for the Fund (the Transfer Agent ) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the Prospectus ), in satisfaction of requests by holders of Shares for repurchase or redemption; |
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15) |
For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; |
|
16) |
In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.13 hereof; and |
|
17) |
For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying the securities of the Portfolio to be delivered and naming the person or persons to whom delivery of such securities shall be made. |
SECTION 2.3 REGISTRATION OF SECURITIES . Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment advisor as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in street name or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in street name, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
SECTION 2.4 BANK ACCOUNTS . The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940, as amended (the 1940 Act ). Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided , however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
SECTION 2.5 COLLECTION OF INCOME . Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolios custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.
SECTION 2.6 PAYMENT OF FUND MONIES . Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:
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1) |
Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.13 hereof, (d) repurchase agreements entered into between the Fund on behalf of the Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodians account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such |
securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;
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2) |
In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof; |
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3) |
For the redemption or repurchase of Shares issued as set forth in Section 5 hereof; |
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4) |
For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; |
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5) |
For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund; |
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6) |
For payment of the amount of dividends received in respect of securities sold short; |
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7) |
For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and |
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8) |
For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying the amount of such payment and naming the person or persons to whom such payment is to be made. |
SECTION 2.7 APPOINTMENT OF AGENTS . The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided , however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.
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SECTION 2.8 |
DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS . The Custodian |
may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in
compliance with the conditions of Rule 17f-4 of the 1940 Act, as amended from time to time.
SECTION 2.9 SEGREGATED ACCOUNT . The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange
Act and a member of the FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the SEC ), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for any other purpose upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio.
SECTION 2.10 OWNERSHIP CERTIFICATES FOR TAX PURPOSES . The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.
SECTION 2.11 PROXIES. The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities.
SECTION 2.12 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES . Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such domestic securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power. The Custodian shall also transmit promptly to the Fund for each applicable Portfolio all written information received by the Custodian regarding any class action or other litigation in connection with Portfolio securities or other assets issued in the United States and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a
Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.12.
SECTION 2.13 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT . Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodians only responsibilities with respect thereto shall be limited to the following:
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1) |
Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio. |
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2) |
In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodians books and records. |
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3) |
In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodians books and records and, upon the Custodians receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodians books and records. |
The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except for losses resulting directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.
SECTION 3. |
PROVISIONS RELATING TO RULES 17 F-5 AND 17 F-7 |
SECTION 3 .1. DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such countrys political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
Eligible Foreign Custodian has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC, or a foreign branch of a Bank (as defined
in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.
Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.
Foreign Assets means any of the Portfolios investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios transactions in such investments.
Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5.
Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.
Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.
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SECTION 3 .2. |
THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. |
3 .2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.
3 .2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Agreement. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian
shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodians acceptance of delegation is withdrawn.
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3 .2.3 |
SCOPE OF DELEGATED RESPONSIBILITIES: |
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) MONITORING . In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.
3 .2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.
3 .2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule
has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO . In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.
3 .2.7 REPRESENTATIONS WITH RESPECT TO RULE 17 F-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.
3 .2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Boards delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.
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SECTION 3.3 |
ELIGIBLE SECURITIES DEPOSITORIES. |
3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment advisor) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment advisor) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3 .3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.
SECTION 4. |
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD OUTSIDE THE UNITED STATES |
SECTION 4.1 DEFINITIONS . As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
Foreign Securities System means an Eligible Securities Depository listed on Schedule B hereto.
Foreign Sub-Custodian means a foreign banking institution serving as an Eligible Foreign Custodian.
SECTION 4.2. HOLDING SECURITIES . The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
SECTION 4 .3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
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SECTION 4.4. |
TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT . |
4 .4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
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(i) |
upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System; |
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(ii) |
in connection with any repurchase agreement related to foreign securities; |
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(iii) |
to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios; |
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(iv) |
to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; |
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(v) |
to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; |
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(vi) |
to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodians own negligence or willful misconduct; |
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(vii) |
for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; |
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(viii) |
in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; |
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(ix) |
for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios; |
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(x) |
for delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; |
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(xi) |
in connection with the lending of foreign securities; and |
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(xii) |
for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made. |
4 .4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:
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(i) |
upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System; |
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(ii) |
in connection with the conversion, exchange or surrender of foreign securities of the Portfolio; |
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(iii) |
for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses; |
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(iv) |
for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians; |
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(v) |
for delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; |
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(vi) |
for payment of part or all of the dividends received in respect of securities sold short; |
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(vii) |
in connection with the borrowing or lending of foreign securities; and |
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(viii) |
for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made. |
4 .4.3. MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.
SECTION 4 .5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.
SECTION 4 .6 BANK ACCOUNTS . The Custodian shall identify on its books as belonging to the Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-
Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.
SECTION 4 .7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.
SECTION 4 .8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.
SECTION 4 .9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios regarding any class action or other litigation in connection with Portfolio foreign securities or other assets issued outside the United States and then held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.
SECTION 4 .10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodians performance of such obligations. At the Funds election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.
SECTION 4 .11 TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.
SECTION 4 .12. LIABILITY OF CUSTODIAN. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.
SECTION 5. |
PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES |
The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the
Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.
SECTION 6 . |
PROPER INSTRUCTIONS |
Proper Instructions, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by the Custodian from the Fund, the Funds investment manager, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including, but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to this Agreement. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.10 of this Agreement. The Fund or the Funds investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.
SECTION 7. |
ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY |
The Custodian may in its discretion, without express authority from the Fund on behalf of each applicable Portfolio:
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1) |
make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; |
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2) |
surrender securities in temporary form for securities in definitive form; |
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3) |
endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
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4) |
in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board. |
SECTION 8. |
EVIDENCE OF AUTHORITY |
The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly
executed by or on behalf of the Fund. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of the Fund ( Certified Resolution ) as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
SECTION 9. |
DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME |
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund on behalf of the Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 10 and in Section 11 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus.
SECTION 10. |
RECORDS |
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Funds request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.
SECTION 11. |
OPINION OF FUND'S INDEPENDENT ACCOUNTANT |
The Custodian shall take all reasonable action, as the Fund on behalf of each applicable Portfolio may from time to time request, to obtain from year to year favorable opinions from the Funds
independent accountants with respect to its activities hereunder in connection with the preparation of the Funds Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.
SECTION 12. |
REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS |
The Custodian shall provide the Fund, on behalf of each of the Portfolios at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a Securities System ), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
SECTION 13. |
COMPENSATION OF CUSTODIAN |
The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund on behalf of each applicable Portfolio and the Custodian.
SECTION 14. |
RESPONSIBILITY OF CUSTODIAN |
So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to the Fund and the Portfolios for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.
Except as may arise from the Custodians own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market,
power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Fund or its duly-authorized investment manager or investment advisor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodians sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodians sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement.
If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.
If the Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominees own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolios assets to the extent necessary to obtain reimbursement.
In no event shall the Custodian be liable for indirect, special or consequential damages.
SECTION 15. |
EFFECTIVE PERIOD, TERMINATION AND AMENDMENT |
This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided , however, that the Fund shall not
amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Funds Declaration of Trust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Agreement, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.
SECTION 16. |
SUCCESSOR CUSTODIAN |
If a successor custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.
In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a bank as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
SECTION 17. |
INTERPRETIVE AND ADDITIONAL PROVISIONS |
In connection with the operation of this Agreement, the Custodian and the Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Funds Declaration of Trust. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
SECTION 18. |
ADDITIONAL FUNDS |
In the event that the Fund establishes one or more series of Shares in addition to those listed on Addendum A with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder and the parties shall amend Addendum A accordingly.
SECTION 19. |
MASSACHUSETTS LAW TO APPLY |
This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.
SECTION 20. |
PRIOR AGREEMENTS |
This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between the Fund on behalf of each of the Portfolios and the Custodian relating to the custody of the Funds assets. However, the parties acknowledge that all rights, responsibilities and duties arising from the Former Custody and Investment Accounting Agreement shall continue to be in full force and effect until the date of the execution of this Agreement.
SECTION 21. |
NOTICES . |
Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
To the Fund: |
QUANTITATIVE GROUP OF FUNDS |
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55 Old Bedford Road |
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Lincoln, Massachusetts 01773 |
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Attention: [contact] |
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Telephone: * |
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Telecopy: * |
To the Custodian: |
STATE STREET BANK AND TRUST COMPANY |
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801 Pennsylvania Avenue |
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Kansas City, Missouri 64105 |
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Attention: Senior Vice President Quantitative Fund Services |
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Telephone: 816-871-4100 |
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Telecopy: 816-871-9675 |
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
SECTION 22 . |
REPRODUCTION OF DOCUMENTS |
This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 23. |
REMOTE ACCESS SERVICES AGREEMENT. |
The Custodian and the Fund agree to be bound by the terms of the Remote Access Services Agreement between Fund and Custodian, dated August 20, 2002, as amended from time to time.
SECTION 24. |
SHAREHOLDER COMMUNICATIONS ELECTION |
SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Funds name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian no, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian yes or does not check either yes or no below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Funds protection, the
Rule prohibits the requesting company from using the Funds name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
YES o |
The Custodian is authorized to release the Funds name, address, and share positions. |
NO x |
The Custodian is not authorized to release the Funds name, address, and share positions. |
[Remainder of page intentionally left blank. Signatures follow.]
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the _______ day of April, 2008.
QUANTITATIVE GROUP OF FUNDS |
FUND SIGNATURE ATTESTED TO BY: |
By: |
_________________________ |
By: |
____________________ |
Name: |
_________________________ |
Name: |
____________________ |
Title: |
_________________________ |
Title: |
____________________ |
STATE STREET BANK AND TRUST COMPANY |
SIGNATURE ATTESTED TO BY: |
By: |
________________________ |
By: |
_____________________ |
Name: _________________________ |
Name: |
Title: |
________________________ |
Title: |
ADDENDUM A
List of Portfolios
Quant Emerging Markets Fund
Quant Foreign Value Fund
Quant Long/Short Fund
Quant Small Cap Fund
Quant Foreign Value Small Cap Fund
INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the ______ day of April, 2008, by and between STATE STREET BANK AND TRUST COMPANY , a trust company chartered under the laws of the commonwealth of Massachusetts ( State Street ), and QUANTITATIVE GROUP OF FUNDS , a Massachusetts business trust ( Fund ).
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WITNESSETH : |
WHEREAS , Fund and Investors Fiduciary Trust Company, the predecessor by merger to State Street, entered into a Custody and Investment Accounting Agreement on January 19, 1998, and desire to amend and restate said agreement (the Prior Custody and Investment Accounting Agreement ) by the coincident execution of this Agreement and a corresponding Custody Agreement; and
WHEREAS, Fund desires State Street to continue to perform certain investment accounting and recordkeeping functions for the investment securities, other non-cash investment properties, and monies (the Assets ) of the Funds investment portfolio or portfolios (each a Portfolio , and collectively the Portfolios ); and
WHEREAS , State Street is willing to accept such appointment on the terms and conditions hereinafter set forth;
NOW THEREFORE , for and in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:
SECTION 1 APPOINTMENT . Fund hereby contracts with State Street to perform certain investment accounting and recordkeeping functions relating to portfolio transactions required of a duly registered investment company under Section 31(a) of the Investment Company Act of 1940, as amended, and the rules and regulations from time to time adopted thereunder (the 1940 Act ) and to calculate the net asset value of the Portfolios in accordance with the provisions of Section 3 hereof.
SECTION 2 |
REPRESENTATIONS AND WARRANTIES |
SECTION 2 .1 FUND REPRESENTATIONS AND WARRANTIES . Fund hereby represents, warrants and acknowledges to State Street:
1) That it is a business trust duly organized and existing and in good standing under the laws of its state of organization, and that it is registered under the 1940 Act; and
2) That it has the requisite power and authority under the Declaration of Trust, Articles of Incorporation, Bylaws, or other governing documents of Fund ( governing documents ), and applicable law to enter into this Agreement; it has taken all requisite action necessary to contract with State Street; this Agreement has been duly executed and delivered by Fund; and this Agreement constitutes a
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legal, valid and binding obligation of Fund, enforceable in accordance with its terms.
SECTION 2 .2 STATE STREET REPRESENTATIONS AND WARRANTIES . State Street hereby represents, warrants and acknowledges to Fund:
1) That it is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts; and
2) That it has the requisite power and authority under applicable law, its charter and its bylaws to enter into and perform this Agreement; this Agreement has been duly executed and delivered by State Street; and this Agreement constitutes a legal, valid and binding obligation of State Street, enforceable in accordance with its terms.
SECTION 3 |
DUTIES AND RESPONSIBILITIES OF THE PARTIES |
SECTION 3 .1 DELIVERY OF ACCOUNTS AND RECORDS . Fund will turn over or cause to be turned over to State Street all accounts and records needed by State Street to perform its duties and responsibilities hereunder fully and properly. State Street may rely conclusively on the completeness and correctness of such accounts and records.
SECTION 3 .2 ACCOUNTS AND RECORDS . State Street will prepare and maintain, under the direction of and as interpreted by Fund, Funds or Portfolios accountants and/or other advisors, in complete, accurate and current form such accounts and records: (1) required to be maintained by Fund with respect to portfolio transactions under Rule 31(a) of the 1940 Act; (2) required as a basis for calculation of each Portfolios net asset value; and (3) as otherwise agreed upon by the parties. Fund will advise State Street in writing of all applicable record retention requirements, other than those set forth in the 1940 Act. State Street will preserve such accounts and records during the term of this Agreement in the manner and for the periods prescribed in the 1940 Act or for such longer period as is agreed upon by the parties. Fund will furnish, in writing or its electronic or digital equivalent, accurate and timely information needed by State Street to complete such accounts and records when such information is not readily available from generally accepted securities industry services or publications.
SECTION 3 .3 ACCOUNTS AND RECORDS PROPERTY OF FUND . State Street acknowledges that all of the accounts and records maintained by State Street pursuant hereto are the property of Fund and will be made available to Fund for inspection or reproduction within a reasonable period of time, upon demand. Upon receipt from Fund of the necessary information or Proper Instructions, State Street will supply information from the books and records it maintains for any Portfolio that Fund may reasonably request for tax returns, questionnaires, periodic reports to regulators and such other reports and information requests as Fund and State Street may agree upon from time to time.
SECTION 3 .4 ADOPTION OF PROCEDURES . State Street and Fund may from time to time adopt such procedures as they agree upon, and State Street may conclusively assume that no procedure approved or directed by Fund, Funds or Portfolios accountants or other advisors conflicts with or violates any requirements of the governing documents, prospectus, any applicable law, rule or regulation, or any order, decree or agreement by which Fund may be
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bound. Fund will be responsible for notifying State Street of any changes in its prospectus, statement of additional information, governing documents, statutes, regulations, rules, requirements or policies which may impact State Street responsibilities or procedures under this Agreement.
SECTION 3 .5 VALUATION OF ASSETS . State Street will value the Assets in accordance with Funds Proper Instructions utilizing the information sources designated by Fund ( Pricing Sources ) on the then-current Price Source and Methodology Authorization Matrix, incorporated herein by this reference, in the form attached hereto.
SECTION 4 PROPER INSTRUCTIONS. Proper Instructions, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by State Street from Fund, the Funds investment manager or sub-adviser or other person or entity duly authorized by Fund. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by State Street and the person or entity giving such instructions, provided that Fund has followed any security procedures agreed to from time to time by Fund and State Street. Oral instructions will be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. Fund shall cause all oral instructions to be confirmed in writing. Fund shall cause its duly authorized officer to certify to State Street in writing the names and specimen signatures of persons authorized to give Proper Instructions. State Street shall be entitled to rely upon the identity and authority of such persons until it receives notice from Fund to the contrary. Unless Funds notice delegating authority to any person to give Proper Instructions specifically limits such authority to specific matters or requires that the approval of any other person will first have been obtained, State Street will be under no obligation to inquire into the right of such person, acting alone, to give any Proper Instructions whatsoever. If Fund fails to provide State Street any such notice naming authorized persons, any instructions received by State Street from a person reasonably believed to be an appropriate representative of Fund will constitute valid Proper Instructions hereunder. The term authorized person may include Funds employees and agents, including investment managers and their employees. Fund will provide upon State Streets request a certificate signed by an officer or authorized person of Fund, as conclusive proof of any fact or matter required to be ascertained from Fund hereunder. Upon State Streets request, Fund also will provide Proper Instructions with respect to any matter concerning this Agreement. If State Street reasonably believes that it could not prudently act according to any Proper Instructions, or the instruction or advice of Funds accountants or counsel, it may in its discretion, communicate such belief to Fund and refrain from acting in accordance therewith.
SECTION 5 |
LIMITATION OF LIABILITY OF STATE STREET . |
SECTION 5 .1 INDEMNIFICATION OF STATE STREET BY FUND. State Street shall be held to the standard of reasonable care in carrying out the provisions of this Agreement. However, State Street is not responsible or liable for, and Fund will promptly indemnify and hold State Street harmless from and against, any and all direct costs, expenses, losses, damages, charges, reasonable attorneys fees, payments and liabilities that are asserted against or incurred by State Street or for which State Street is held to be liable, arising out of or attributable to State Streets entrance into this Agreement, as a result of State Street following any Proper Instruction, or as a
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result of any other action or inaction of State Street in the performance of its duties under this Agreement, provided, however, that any such action or inaction was in good faith and in the exercise of reasonable care; and provided, further, that such indemnity and hold harmless obligation shall not apply to any costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of State Streets negligence, bad faith or willful misconduct.
SECTION 5 .2 OTHER LIMITATIONS OF STATE STREET'S LIABILITY. Without limiting the generality of Section 5.1, State Street is not responsible or liable hereunder for:
|
1) |
State Streets action or failure to act hereunder upon any advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine, including any communications, data or other information received by State Street by means of the Systems (as such term is defined in the Remote Access Services Addendum of even date herewith by and between Fund and State Street) or any electronic system of communication; |
|
2) |
State Streets action or failure to act in good faith reliance on the advice or opinion of counsel for Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street at the expense of Fund, or on the Proper Instruction, advice or statements of any officer or employee of Fund or Funds accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted; |
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3) |
Any error, omission, inaccuracy or other deficiency in any accounts and records or other information provided to State Street by or on behalf of Fund with respect to any Portfolio, including the accuracy of the data and prices provided by the Data Sources, or the information supplied by Fund to value the Assets, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder; |
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4) |
Funds refusal or failure to comply with the terms hereof (including without limitation Funds failure to pay or reimburse State Street under Section 5 hereof), Funds negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times; |
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5) |
Loss occasioned by the acts, omissions, defaults or insolvency of Fund or any broker, bank, trust company, securities system or any other person with whom State Street may deal; and |
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6) |
The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entitys reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or |
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direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
SECTION 6 COMPENSATION . In consideration for its services hereunder, Fund will pay to State Street the compensation set forth in a separate fee schedule, incorporated herein by reference, to be agreed to by Fund and State Street from time to time, and, upon demand, reimbursement for State Streets cash disbursements and reasonable out-of-pocket costs and expenses, including attorneys fees and disbursements, incurred by State Street in connection with the performance of services hereunder.
SECTION 7 TERM AND TERMINATION . The initial term of this Agreement is for a period of one (1) year. Thereafter, this Agreement will continue until either Fund or State Street terminates this Agreement by written notice to the other party that is received not less than ninety (90) days prior to the date specified therein upon which such termination will take effect. Upon termination hereof:
1) Fund will pay State Street its fees and compensation due hereunder and its reimbursable disbursements, costs and expenses paid or incurred to such date;
2) Fund will designate a successor (which may be Fund) by Proper Instruction to State Street; and
3) State Street will, upon payment of all sums due to State Street from Fund hereunder or otherwise, deliver all accounts and records and other properties of Fund to the successor, or, if none, to Fund, at State Streets office.
State Street shall not be required to disclose its Confidential Material (as hereinafter defined) to any successor service provider or other third party, nor shall it be required to obtain or develop any data not produced as part of the services hereunder. In the event that accounts, records or other properties remain in the possession of State Street after the date of termination hereof for any reason other than State Streets failure to deliver the same, State Street is entitled to compensation for storage thereof during such period, and shall be entitled to destroy the same if not removed by the Fund within ten (10) days after written demand. Termination of this Agreement with respect to the coverage of any Portfolio(s) shall in no way affect the rights and duties under this Agreement with respect to any other Portfolio.
SECTION 8 |
REVIEWS OF ACCOUNTS AND RECORDS. |
SECTION 8 .1 ACCESS TO STATE STREET . Upon request of Fund (which shall include reasonable advance notice), State Street shall grant access to its facilities and personnel to Fund and its auditors (including internal audit staff and external auditors), compliance personnel, governmental personnel and regulators for the purpose of performing such audits or inspections as may be reasonably required to examine State Streets performance of services hereunder. State Street shall provide to Fund and such auditors, compliance personnel, governmental personnel and regulators such assistance and support as they may reasonably request. Fund shall ensure that at least one of its designated representatives is physically present at State Streets facilities during any audit or inspection by governmental personnel and regulators to examine State Streets performance of the services. Fund shall reimburse State Street for any expense or cost
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reasonably incurred by State Street in supporting any audit or inspection out of the ordinary course of business.
SECTION 8 .2 LIMITATIONS ON ACCESS . Notwithstanding the foregoing audit and inspection rights, State Street reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by Fund so as to prevent or minimize any potential impairment or disruption of its operations, distraction of its personnel or breaches of security or confidentiality; provided, however, that State Street may not limit the number, frequency or timing of audits and inspections in connection with any investigation or other action by any regulatory or governmental body with supervisory authority over Fund. Nothing contained in this Section 8 shall obligate State Street to provide access to or otherwise disclose: (i) any information that is unrelated to Fund and the provision of services by State Street to Fund, (ii) any information which is treated as confidential under State Streets corporate policies including, without limitation, internal audit reports, compliance or risk management plans or reports, work papers and other reports and information relating to management functions or (iii) any other documents, reports or other information that State Street is obligated to maintain in confidence as a matter of law or regulation.
SECTION 9 CONFIDENTIALITY . Confidential Material of either party to this Agreement shall mean any proprietary computer software, programs, source or object codes, databases, specifications, techniques, technical information, know-how, strategic business information, marketing and business plans, product information, client information, financial data, or other information or materials which such party (collectively, Proprietor ) discloses to the other party ( Recipient ), including, without limitation, all portfolio and investment data and other information and materials disclosed by Fund to State Street in connection with this Agreement, and all accounts, records and other materials produced by State Street pursuant to this Agreement; provided that Fund shall be deemed Proprietor and State Street shall be deemed Recipient with respect to all accounts and records of Fund produced by State Street pursuant to this Agreement. Confidential Material shall not include information which (i) is generally available and known to the public, or (ii) becomes generally available and known to the public other than as the result of a disclosure by Recipient in violation of this Agreement, or (iii) becomes available to Recipient from a source other than the Proprietor, provided such source did not, to Recipients knowledge, obtain such information or make such disclosure to Recipient in violation of an agreement with the Proprietor or through other improper action or inaction, or (iv) is independently developed by Recipient without use of or reference to the Confidential Material, and such independent development is evidenced or otherwise confirmed by written documentation. Confidential Material will be used by Recipient solely for the purpose of carrying out this Agreement and will be kept confidential by Recipient; provided, however any Confidential Material may be disclosed to employees and agents of Recipient who reasonably need to know such information for the purpose of carrying out this Agreement (it being understood that all such employees and agents shall be informed of the confidential nature of such Confidential Material and shall be directed not to disclose such Confidential Material and to use such Confidential Material solely for the purpose of carrying out this Agreement). In addition, State Street may aggregate Funds nonpublic portfolio holdings information with similar data of other State Street clients and may report and use such aggregated data without specific reference to Fund so long as such aggregated data is sufficiently large a sample that no Confidential Material can be identified either directly or by inference or implication. Nothing herein shall prevent the disclosure of Confidential Material that is required to be disclosed (i) by Recipient to its regulatory authorities, or (ii) by order of a court of competent jurisdiction,
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subpoena or other legal process; provided, that Recipient shall give Proprietor prompt notice of such requirement so Proprietor may seek an appropriate protective order. Recipient specifically agrees that money damages would not be a sufficient remedy for any breach of this Section and Proprietor shall be entitled to specific performance as a remedy for any such breach. Specific performance shall not be deemed to be the exclusive remedy for any breach of this Section, but shall be in addition to all other remedies available at law or in equity. The obligations and agreements set forth in this Section shall survive the termination of this Agreement.
SECTION 10 |
GENERAL |
SECTION 10 .1 INTERPRETIVE AND ADDITIONAL PROVISIONS . In connection with the operation hereof, State Street and Fund may from time to time agree on such provisions interpretive of or in addition to the provisions hereof as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the governing documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
SECTION 10 .2 ADDITIONAL PORTFOLIOS . In the event that Fund establishes one or more additional series with respect to which it desires to have State Street render services under the terms hereof, it shall so notify State Street in writing, and if State Street agrees to provide such services, such series shall become a Portfolio hereunder. Each Portfolio will be regarded for all purposes hereunder as a separate party apart from each other Portfolio. Unless the context otherwise requires, with respect to every transaction covered hereby, every reference herein to Fund is deemed to relate solely to the particular Portfolio to which such transaction relates. Under no circumstances will the rights, obligations or remedies with respect to a particular Portfolio constitute a right, obligation or remedy applicable to any other Portfolio. The use of this single document to memorialize the separate agreement as to each Portfolio is understood to be for clerical convenience only and will not constitute any basis for joining the Portfolios for any reason.
SECTION 10 .3 MASSACHUSETTS LAW TO APPLY . This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of the Commonwealth of Massachusetts.
SECTION 10 .4 PRIOR AGREEMENTS . This Agreement supersedes and terminates, as of the date hereof, all prior agreements between Fund on behalf of each of the Portfolios and State Street relating to the recordkeeping of the Assets. However, the parties acknowledge that all rights, responsibilities and duties arising from the Former Custody and Investment Accounting Agreement shall continue to be in full force and effect until the date of the execution of this Agreement.
SECTION 10 .5 REMOTE ACCESS SERVICES ADDENDUM . State Street and Fund agree to be bound by the terms of the Remote Access Services Addendum attached hereto and incorporated herein by reference.
SECTION 10 .6 ASSIGNMENT . Except as otherwise set forth herein, this Agreement may not be assigned by either party without the written consent of the other. State Street shall have
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the right to delegate and sub-contract for the performance of any or all of its duties hereunder, provided that State Street shall remain responsible for the performance of such duties and all the terms and conditions hereof shall continue to apply as though State Street performed such duties itself.
SECTION 10 .7 COUNTERPARTS AND AMENDMENTS . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute but one and the same Agreement. No provision of this Agreement may be amended unless such amendment is set forth in a written agreement executed by State Street and Fund.
SECTION 10 .8 INSTRUCTIONS AND NOTICES . Any Proper Instruction, notice, communication or other instrument required to be given hereunder may be (a) delivered in person to the offices of the parties as set forth herein during normal business hours; or (b) effected directly between electro-mechanical or electronic devices as provided in Section 4 hereof; or (c) delivered prepaid certified mail, return receipt requested (in which case it shall be deemed to have been served on the delivery date specified on the return receipt); or (d) delivered by telecopy (in which case it shall be deemed to have been served on the business day after the receipt thereof). Each party hereto shall designate from time to time the person(s) and address(es) for Proper Instructions and other communications related to the daily operations. Proper Instructions and other communications related to this Agreement (including but not limited to termination, breach, or default notices) shall be delivered at the following addresses, which may be changed by either party by written notice to the other party from time to time.
To Fund:
QUANTITATIVE GROUP OF FUNDS
55 Old Bedford Road
Lincoln, Massachusetts 01733
Attention: *[contact]
Telephone: *
Telecopy: *
To State Street:
STATE STREET BANK AND TRUST COMPANY
801 Pennsylvania Avenue
Kansas City, Missouri 64105
Attention: Senior Vice President, Quantitative Fund Services
Telephone: 816-871-4100
Telecopy: 816-871-9675
SECTION 10 .9 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that
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any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 10 .10 SEVERABILITY . If any provision in this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.
IN WITNESS WHEREOF , the parties have caused this Investment Accounting Agreement to be executed by their respective duly authorized officers.
QUANTITATIVE GROUP OF FUNDS
By: |
DRAFT |
Name: |
Title: |
STATE STREET BANK AND TRUST COMPANY
By: |
DRAFT |
Name: |
Title: |
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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 May 1 2008, 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
Quant Small Cap Fund
Quant Long/Short Fund
Quant Emerging Markets Fund
Quant Foreign Value Fund
Quant Foreign Value Small Cap 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.
April 30, 2008
Quantitative Group of Funds
55 Old Bedford Road
Lincoln, Massachusetts 01773
Ladies and Gentlemen:
We have acted as counsel to the Quantitative Group of Funds, a Massachusetts business trust (the Trust), in connection with the filing with the Securities and Exchange Commission (the SEC) of Post-Effective Amendment No. 38 to the Trusts Registration Statement on Form N-1A (File Nos. 333-102055; 811-03790) (the Post-Effective Amendment), registering an indefinite number of shares of beneficial interest of the Trust (classified as Ordinary Shares and Institutional Shares) of the Quant Foreign Value Small Cap Fund, a series of the Trust (the Shares), under the Securities Act of 1933, as amended (the 1933 Act).
You have requested our opinion as to the matters set forth below in connection with the filing of the Post-Effective Amendment. For purposes of rendering that opinion, we have examined the Post-Effective Amendment, the Amended and Restated Declaration of Trust, as amended through July 19, 1993, the Bylaws of the Trust, and the actions of the Trust that provide for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the Commonwealth of Massachusetts that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Post-Effective Amendment have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Post-Effective Amendment, the Shares to be issued pursuant to the Post-Effective Amendment will be validly issued, fully paid, and nonassessable. In this regard, however, we note that the Trust is a Massachusetts business trust and, under certain circumstances, shareholders of a Massachusetts business trust could be held personally liable for the obligations of the Trust. |
Quantitative Group of Funds
April 30, 2008
Page 2 of 2
This opinion is rendered solely in connection with the filing of the Post-Effective Amendment and supersedes any previous opinions of this firm in connection with the issuance of Shares. We hereby consent to the filing of this opinion with the SEC in connection with the Post-Effective Amendment. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/Kirkpatrick & Lockhart Preston Gates Ellis LLP
Kirkpatrick & Lockhart Preston Gates Ellis LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm in the Post-Effective Amendment to the Registration Statement on Form N-1A of The Quantitative Group of Funds with respect to the filing of the Prospectus and Statement of Additional Information of the Quant Foreign Value Small Cap Fund, a series of shares of The Quantitative Group of Funds.
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/s/ TAIT, WELLER & BAKER LLP |
Philadelphia, Pennsylvania
April 29, 2008